Level 1 Cookie Audit Terms of Purchase
Purchase of a ‘Level 1 Cookie Audit’ is subject to the following terms and conditions. By placing an order and completing payment you agree to be bound by these terms:
- These terms and conditions represent the entire Agreement between the parties in relation to the provision of a cookie audit service.
- “You” means the natural or legal entity of the Customer who is entering into this Agreement (as may be specified on the order form, invoice or other communication from you to us) and “your” or “yours” shall be construed accordingly.
- You warrant that this Agreement has been accepted by and is binding on you, having been entered into by a duly authorised representative.
- You are purchasing a cookie audit from Cookie Collective LLP (Company No: OC366296), whose registered address is 1 St. Andrew's Hill, London, EC4V 5BY (“CC”)
- “We” means CC who is entering into this Agreement and “us”, “our” or “ours” shall be construed accordingly.
- The Service
6.1. The cookie audit to be provided under this agreement is comprised of:
6.1.1. Automated crawling of up to 1,000 publicly accessible pages of your website.
6.1.2. Recording of all HTTP cookies discovered by the crawler.
6.1.3. A report, in the form of a spread sheet file, or other suitable electronic format, which tells you:
18.104.22.168. The names, attributes and values of all the cookies found on each page crawled.
22.214.171.124. A description, where possible of the purpose of the cookie.
126.96.36.199. A description, where applicable of the business or purpose of any third party placing cookies through your site.
188.8.131.52. A recommended categorisation, where possible, of each unique cookie found, based on categories developed by the UK International Chamber of Commerce
6.2. We are under no obligation to provide services beyond the scope specified in the Agreement.
- Our Responsibilities
7.1. We will use reasonable endeavours to record and identify all the cookies on all pages on your domain, visited by our technology, that are set when a real user visits the same page.
7.2. We provide no guarantee that cookies will be recorded where:
7.2.1. We are unable to visit pages because they are protected by user login forms or are not linked to from other publicly accessible pages; and/or
7.2.2. Pages include dynamic elements or services that may set different cookies for different user profiles, different user interactions, or at different times.
7.3. We provide no guarantee that we will be able to identify the purpose of a cookie where:
7.3.1. There is no publicly available information or documentation about the cookie and/or
7.3.2. An identified host or service provider responsible for the cookie refuses to supply us with information about its purpose.
7.3.3. The cookie has been created specifically for your website and the developer is not available to identify its purpose.
- Your Obligations
8.1. If you have knowledge or information that your site uses a cookie or cookies that our not detected by our cookie audit, it is your responsibility to provide us with information about such cookies, in order for to provide a complete service.
- Intellectual Property Rights
9.1. We own all Intellectual Property Rights in the descriptions of the purposes of the cookies provided to you in our report, and are free to use such descriptions in any other services and publications we have now or in the future.
9.2. We hereby grant to you an irrevocable perpetual worldwide licence to use the information provided in the report as you so wish, including but not limited to publication of the descriptions and categorisations of cookies.
10.1. To the greatest extent allowed by law the Cookie Collective accepts no liability for any failure by you to comply with any applicable laws for which the service was purchased by you.
10.2. We accept no liability under or in relation to this Agreement or its subject matter (whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason) for any of the following:
10.2.1. loss of profit or sales;
10.2.2. loss of opportunity;
10.2.3. loss of turnover;
10.2.4. loss of use of any hardware, software or data;
10.2.5. loss of or damage to business; or
10.2.6. indirect, special or consequential loss or damage.
10.3. For the purposes of this clause the term "loss" includes a partial loss or reduction in value as well as a complete or total loss.
10.4. Our liability under this Agreement shall be restricted to the total value of the fee paid by you for the service.
10.5. Nothing in this Agreement shall limit our liability:
10.6. for death or personal injury caused by our negligence or the negligence of our employees or agents;
10.7. for breach of any condition as to title or quiet enjoyment implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
10.8. for fraudulent misrepresentation; or
10.9. for any liability which cannot be excluded or limited by applicable law.
10.10. We shall not be liable for any delay in or non-performance of our obligations under this Agreement to the extent that such delay or non-performance is due to any cause beyond our reasonable control including but not limited to the acts, defaults or omissions of suppliers or sub-contractors, failure of any telecommunications or power network, war, undeclared hostilities, terrorism, industrial action and acts of God.
10.11. We shall indemnify you against all liabilities, costs and expenses brought or made against or incurred or suffered by the you arising out of any claim from a third party for infringement or alleged infringement of that third party’s Intellectual Property Rights (“Third Party”) in connection with the use by you of the services provided by us.
11.1. To the maximum extent allowable by law you shall indemnify and hold us harmless against any loss, liability and cost which we may incur as a result of any claim arising out of or in relation to any breach by you of any representation, warranty, undertaking or obligation contained in this Agreement (including, without limitation, each loss, liability and cost reasonably incurred as a result of defending or settling a claim alleging such a liability).
12.1. Each party undertakes to the other: (i) to keep confidential all Confidential Information regarding the other and not to disclose the same in whole or in part to any person (other than any employee, agent, professional advisor or subcontractor having a need to know) without the other’s written consent; and (ii) to use Confidential Information belonging to the other party solely in connection with the performance of their respective obligations under this Agreement.
12.2. The provisions of this section shall not apply to any Confidential Information which is already in the public domain, lawfully obtained from a third party free from any duty of confidentiality, which was already in the possession of the receiving party at the time of entering into this Agreement, or where a party is required to disclose such Confidential Information as a matter of law.
- Force Majeure
13.1. For the purposes of this Clause, a Force Majeure Event means an event the occurrence of which is beyond the reasonable control of a party to this Agreement (the “Affected Party”), including the following: Act of God, explosion, earthquake, act of terrorism, severe weather, failure or shortage of power supplies, flood, drought, lightening or fire, labour shortage or labour dispute, the act or omission of Government, highway authorities or other competent authorities, war, military operations, or riot, failure of telecommunications networks, delay or failure in manufacture, production or supply by third parties.
13.2. If a Force Majeure Event occurs which prevents the Affected Party from performing any of its obligations to the other (the “Other Party”), or causes a delay in performance, the Affected Party shall not be liable to the Other Party and shall be released from its obligations under this Agreement to the extent that its ability to perform these obligations has been affected by the Force Majeure Event, provided that:
13.2.1. the Affected Party notifies the Other Party in writing as soon as reasonably practical of the occurrence of the Force Majeure Event and the nature and likely duration of its impact upon the Other Party;
13.2.2. the Affected Party takes all reasonable steps to mitigate the impact of the Force Majeure Event on the Other Party; and
13.2.3. the Affected Party resumes normal performance of all affected obligations as soon as the impact of the Force Majeure Event ceases, and notifies the Other Party in writing of such resumption.
13.3. If the impact of the Force Majeure Event upon the Affected Party continues for a period of no less than three (3) consecutive months and such delay or stoppage prevents the Other Party from performing a substantial part of its obligations under this Agreement, the Other Party may, by written notice, terminate this Agreement either in whole or in part (in respect of all or some of those obligations which have been affected by the Force Majeure Event) with immediate effect and without liability to the Other Party.
14.1. The failure to exercise, or delay in exercising, a right, power or remedy provided by this Agreement or by law shall not constitute a waiver of that right, power or remedy. If a party waives a breach of any provision of this Agreement this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision.
14.2. If any Clause, or part of a Clause, of this Agreement, is found by any court, regulatory or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, and the provision in question is not of a fundamental nature to the Agreement as a whole, the legality, validity and enforceability of the remainder of the Agreement (including the remainder of the Clause or paragraph which contains the relevant provision) shall not be affected. If the foregoing applies the parties shall use all reasonable endeavours to agree within a reasonable time upon any lawful and reasonable variations to this Agreement which may be necessary in order to achieve, to the greatest extent possible, the same effect as would have been achieved by the Clause, or the part of the Clause, in question.
14.3. The rights, powers and remedies provided in this Agreement are (except as expressly provided) cumulative and not exclusive of any rights, powers and remedies provided by law, or otherwise.
14.4. The parties hereto are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.
14.5. We may freely assign or transfer this Agreement to any third party.
14.6. You may not assign or otherwise transfer this Agreement without our prior written approval.
14.7. No party who is not a party to this Agreement has any rights pursuant to the Contracts (Rights of Third Parties) Act 1999.
14.8. This Agreement shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.