This page was last updated: 08th November 2023
These terms and conditions apply to the CERQ service supplied by FNDRX LTD (“Supplier”) to its CERQ Members who sign up to use Supplier’s CERQ service (“the Service”) via Supplier’s website (“the Website”). By signing up and being accepted by Supplier to use the Service, the Member (“Member”) creates a contractual arrangement with Supplier in respect of the Service as set out on the Website and incorporating the following terms and conditions. References herein to “the Agreement” shall be construed accordingly.
1.1.1 The Supplier shall supply the Service to the Member as set out on the Website and subject to these terms and conditions (“T&Cs”). Words and expressions defined on the Website shall have the same meaning when used in these T&Cs.
1.1.2 By using the Service, the Member sets up an account with Supplier to deposit money with Supplier to pay for Member’s use of the Service via the Website (“the Account”). The Member is solely responsible for the use of the Service in its name via the Website and thereby the use of its Account and Supplier is entitled to treat all such usage as fully and duly authorised by the Member and to charge for all such usage accordingly.
1.1.3 Without prejudice to the foregoing, the Member is solely responsible for issuing usernames and passwords for use of its Account for the purpose of using the Service and acknowledges and agrees that it is fully liable for due payment for all such usage in its name of its Account. The Member is solely responsible for procuring that no unauthorised access to and/or use is made of the Services via its Account. The Service does not provide and is not intended to provide the Member with any security provision for the avoidance of any misuse or unauthorised use of the Member’s Account.
1.1.4 The Member acknowledges that the Supplier’s ability to meet its obligations under this Agreement shall depend on the Member’s own input into its utilisation of the Service. Consequently, in so far as the Supplier is prevented or delayed from fulfilling any of its obligations as a result of a delay or act or omission by the Member, Supplier shall not be liable to the Member for any such failure or delay.
1.1.5 The Supplier shall use reasonable endeavours to ensure that access to the Service is available 24/7 but does not warrant that the Services will be uninterrupted or error free. The Supplier shall, wherever reasonably practicable, give the Member at least 24 hours prior written notice of all scheduled interruptions to the Service.
The Member’s use of the Service depends on the Membership Plan chosen during set-up through the Website (ie One-Off Annual; or a Monthly 12-month Subscription ). This Agreement will endure for the period of usage of the Service (but see Condition 3 below in terms of required notice provisions in relation to Monthly and or Annual Memberships).
1.3.1 One-Off: One-off Member's accounts remain indefinitely active without incurring any Membership fees.
Monthly Membership: may be terminated at any time by CERQ giving not less than 7 days’ notice to terminate. A member may request an account to be terminated, subject to the current stauts of the application process.
Annual Membership: may be terminated at any time by the Member
The Services Renewal date is the Monthly date of the Services start date and is a 12 month subscription from that date.
The Member can serve notice to cancel its Membership at any time by contacting CERQ Support. Should the Member cancel the Membership once the Service has commenced, no refund will be paid.
The Member is deemed to have used the Service when the Member has started and submitted an application.
1.3.2 The Member is free to cease to use the Service at any time but acknowledges that its pricing for its use of the Service is determined by the Membership Plan chosen by it and that as the Service and its pricing by the Supplier is volume dependent across all of Supplier’s Members, no rebates or other repayments of monies in the Member’s Account are available. The Member is therefore advised not to cease its usage of the Service until it has fully utilised its Membership Plan entitlement but that is a matter for the Member alone.
1.3.4 Either party may terminate this Agreement at any time on written notice to the other party with immediate effect, in the event that:
(a) the other party is in breach of any of its material obligations under the Agreement which is not remediable or, if remediable, which it has failed to remedy to the reasonable satisfaction of the non-defaulting party within fourteen (14) days' (or one day in the event of overdue payment of any monies) written notice requiring it to do so;
(b) the other party ceases or threatens to cease to do business, becomes unable to pay its debts, becomes or is deemed insolvent, has a receiver, manager, administrator, administrative receiver or similar officer appointed in respect of the whole or any part of its assets or business, makes any composition or arrangement with creditors, takes or suffers any similar action in consequence of debt or an order or resolution is made for its dissolution or liquidation (other than for the purpose of bona fide solvent amalgamation or reconstruction) or any equivalent or similar action or proceeding is taken or suffered in any jurisdiction.
1.3.5 In the event of any termination by the Supplier of this Agreement pursuant to clause 1.3.4 above or clause 1.3.6 below, no rebate of any monies to the Member is payable because of the reasons set out in clause 1.3.2 above. In the event the Agreement is terminated by the Member pursuant to clause 1.3.4 above or clause 1.7.2 below, the Member will be entitled to a rebate of any monies then held in its Account which are not required to be utilised in respect of any active Services on its behalf at the date of termination.
1.3.6 Without prejudice to the foregoing or to any other provision hereof (including without limitation, clause 1.3.3 above) the Supplier may terminate this Agreement forthwith with immediate effect in the event that the Member fails to pay, within 2 days of notice from the Supplier requiring it to make such payment, any Overage Charges because of its usage of the Service in excess of its then Plan Membership entitlement.
1.4.1 In consideration of the supply of the Services, the Member shall pay the charges to the Supplier as set out in the Website depending on the Membership Plan chosen by the Member, together with all applicable VAT. The Supplier reserves the right, through notice on the Website, to change the charge rates for any Membership on 30 days’ notice or more, such increases to have effect on the Renewal date. Any such increases to Charges will be limited to demonstrable external cost increases incurred by the Supplier.
1.5.1 The Supplier warrants that it will exercise reasonable care and skill in performing the Services and its obligations under the Agreement.
1.5.2 The Member will indemnify and hold Supplier harmless on demand against all losses, liabilities and damages incurred or suffered by Supplier (including legal costs incurred by the Supplier in investigating or defending itself against any related claim by any person) as a result of any breach of the Member’s warranties in clauses 1.8.2 below.
1.5.3 Each Party warrants to the other that it will perform its obligations under this Agreement in compliance with all applicable laws (including advertising, data protection and health and safety laws), enactments, orders, regulations, industry-specific regulations, guidance and all applicable changes in law.
1.6.1 The Member shall give or procure the Supplier is given a reasonable opportunity to remedy any matter for which the Supplier may be liable.
1.6.2 The Supplier and the Member shall have no Liability to each other for indirect or consequential losses, loss of business or loss of opportunity or for damage to goodwill or for pure economic or similar losses and special or aggravated damages.
1.6.3 The Supplier's and Member’s total aggregate Liability to each other in relation to any claim or series of linked claims for breach hereunder shall not exceed the aggregate of the Charges paid to the Supplier under this Agreement giving rise to the claim during the period of 12 months immediately preceding the relevant claim arising or if less, during the period from the commencement of this Agreement.
1.6.4 Nothing in this Agreement shall exclude or limit a party’s Liability for death or personal injury due to its negligence or the negligence of any of its agents or any Liability which is due to its fraud or any other liability which it is not permitted to exclude or limit as a matter of law.
1.7.1 If a party is prevented, hindered or delayed from performing any of its obligations under the Agreement (other than a payment obligation) by a Force Majeure Event, that party’s obligations under this Agreement are suspended while the Force Majeure Event continues to the extent that it is so prevented, hindered or delayed.
1.7.2 If the Force Majeure Event continues for more than two (2) months, either party may terminate the Agreement or any relevant Contract by giving no less than fourteen (14) days’ notice to the other party. In the event of termination for Force Majeure in accordance with this clause 1.7.2, the provisions of clause 1.3.5 shall apply.
1.8.1 The Member shall be solely responsible for all content including copy and imagery it creates on each item of CERQ generated by it.
1.8.2 The Member warrants that:
(a) no such content will contravene or breach any applicable law, regulation, code of practice, or directive including, without limitation, consumer, trade or advertising laws and regulations or data protection legislation or regulations; and
(b) no such content will infringe in any way the Intellectual Property Rights or other rights of any third parties nor will be obscene, defamatory, libellous or slanderous or will cause harm or injury to, invade the privacy of or otherwise violate any rights of any person.
The Member is bound by the Country Data Protection policy on the website as determined by the country from which the relevant Membership is made.
1.10.1 Governing Law and Jurisdiction: This Agreement and all disputes or claims arising out of it including non-contractual claims are governed by and shall be construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English Courts in relation to any dispute or claim (including non-contractual claims) arising out of or in connection with this Agreement.
1.10.2 Amendments: These T&Cs may be amended by the Supplier on not less than 30 days prior notification to the Member from time to time. Except as aforesaid or as otherwise provided herein, the Agreement may not be released, discharged, supplemented, interpreted, amended, varied or modified in any manner except by an instrument in writing signed by a duly authorised officer or representative of each of the parties.
1.10.3 Assignment and Severability: The Member shall not assign its interest in the Agreement or any part of it without the prior written consent of the Supplier. The Supplier may assign its interest in the Agreement or any part of it and may sub-contract any of its obligations hereunder (and references in the Agreement to the Supplier shall be read and construed to include all and any such assignees or subcontractors).
1.10.4 Notices: Any notice required to be given by either party for the purposes of this Agreement will be deemed validly given if sent by prepaid registered letter to the other party at its address set out in the Agreement or as otherwise notified by a party from time to time.
1.10.5 Remedies: The rights and remedies provided under the Agreement are in addition to and not exclusive of any rights or remedies provided by law.
1.10.6 Entire Agreement: These T&Cs and the terms of each Contract constitute the entire Agreement and understanding between the parties with respect to its or their subject matter and supersedes to the exclusion of any other Agreement, understanding or arrangement between the parties whether oral or in writing (including, but not limited to, any terms and conditions set out in any purchase order or other documentation issued or purported to be issued by the Member). The Agreement is not affected by any other promise, representation, warranty, usage, custom or course of dealing. The parties confirm that they have not entered into the Agreement on the basis of any representation that is not expressly incorporated into the Agreement. Nothing in the Agreement shall exclude liability for any fraudulent statement or act made prior to the date of the Agreement.
1.10.7 Third Party Rights: None of the terms and conditions of the Agreement shall be enforceable by any person who is not a party to it.
Controller or Processor With respect to information collected from this website, CERQ is the data controller and responsible for this website. CERQ also processes data on behalf of its Members and in accordance with their instructions. CERQ is a data processor with respect to third-party data provided to it by its Members. Where CERQ is the data processor, you should make any requests for information or to exercise your rights directly to the data controller.
How to Contact Us We have appointed a Data Protection Officer who is responsible for overseeing questions in relation to this privacy notice. If you have any questions about this privacy notice, including any requests to exercise your legal rights, please contact the Data Protection Officer using the details set out below. Data Protection Officer, FNDRX LTD, Silverstream House, 45 Fitzroy Street, W1T 6EB, London, United Kingdom or via our contact page with the subject Attn: DPO. Please contact us in the first instance if you have any questions, queries or complaints. You have the right to make a complaint at any time to the relevant supervisory authority for data protection issues. In the UK, this is the Information Commissioner’s Office, www.ico.org.uk.
Third Party Links This website includes links to third-party websites and applications. Clicking on those links or enabling those connections may allow third parties to collect or share data about you. We do not control these third-party websites and are not responsible for their privacy statements.
We may have to share your personal data with the some external third parties.
External Third Parties:
We require all third parties to respect the security of your personal data and to treat it in accordance with the law. We do not allow our third-party service providers to use your personal data for their own purposes and only permit them to process your personal data for specified purposes and in accordance with our instructions.
We have put in place appropriate security measures to prevent your personal data from being accidentally lost, altered, disclosed or used in an unauthorised way. In addition, we limit access to your personal data to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal data on our instructions (where we are the data controller) or on the data controller’s instructions (where we are the data processor) and they are subject to a duty of confidentiality.
We have put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so.
How long will you use my personal data for: We will only retain your personal data for as long as necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements. As a Data Processor, we determine the appropriate retention period for personal data, according to its purpose, nature and sensitivity.
In some circumstances, you can ask us to delete your data. See Your Legal Rights below (2.6) for further information. In some circumstances, we may anonymise your personal data (so that it can no longer be associated with you) for research or statistical purposes in which case we may use this information indefinitely without further notice to you.
Where we are the data controller, and under certain circumstances, you have rights in relation to your personal data. For a full description of your legal rights, please visit this link: https://ico.org.uk/for-the-public/personal-information/ If you wish to exercise any of the rights set out on the ICO website, please contact us. Where we are a data processor, you should make your request directly to the data controller.
Fees and Process
You will not have to pay a fee to access your personal data (or to exercise any of the other rights). However, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive. Alternatively, we may refuse to comply with your request in these circumstances. We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal data. We try to respond to all legitimate requests (where we are the data controller) within one week. Occasionally it may take us longer, in this case, we will notify you and keep you updated.
The Member will provide the Supplier with all required data (“Data”) of all intended recipients of Member’s CERQ items created by the Member under its CERQ account (“Service”).
The parties acknowledge and agree that the Member shall be the Data Controller in respect of any personal data contained within the Data and the Supplier shall be the Data Processor. The remainder of this policy will apply to these circumstances, or any other circumstances where the Supplier acts as the Data Processor of any personal data within the Data in providing the Service.
The purposes for the processing of the Data, a description of the processing of the Data, the categories of data subjects covered by the Data and the categories of personal data within the Data are set out in the relevant Service Plan Membership taken out by the Member. The Supplier shall only process the Data during the provision of the Service to the Member or longer if instructed by the Member.
The Supplier agrees to:
In pursuance of the provision of the Supplier’s System, the Supplier may use some non-identifiable data that will be aggregated, anonymised and used for statistical reporting/providing information on the sector internally and to third parties. For example, the Supplier uses data collected to carry out market studies to support the Supplier’s Members generally. If the Member does not provide consent to data being used in this unidentifiable manner, express written notification must be provided to the Supplier.
Where the Member requires assistance from the Supplier in order to respond to requests, queries and/or investigations in respect of the personal data within the Data or requires that the Supplier help the Member in reconstructing and/or otherwise safeguarding the personal data within the Data or requires that the Supplier assists the Member in complying with Data Protection Laws, the Supplier shall provide the Member (at the Member’s cost) with such assistance as the Member reasonably requests within any timescales reasonably specified by the Member.
The Member authorises the Supplier to appoint sub-processors from time to time provided the Supplier shall impose upon any sub-processor (and procure any sub-processor’s compliance with) the terms of this Policy as if the processing being carried out by the sub-processor was being carried out by the Supplier (and the Supplier shall be liable for the acts and omissions of such sub-processors as if they were the Supplier’s own acts and omissions).
The Member warrants that:
From time to time during the term of the provision of the Service the Supplier shall (upon written request from the Member):
Each party shall:
The Member warrants and represents that:
cerq.io is a website operated by FNDRX LTD (We/Our/Us) a company registered in England and Wales under company number: 15181187. The registered office is at: Silverstream House, 45 Fitzroy Street, W1T 6EB, London, United Kingdom.
The use of the CERQ Service is governed by our Terms and Conditions.
Disclaimer and Liability - Every care has been taken during the preparation of the content of the cerq.io website. However, we will not be responsible for any errors or omissions or if you experience any technical problems whilst visiting our website. If we are made aware of any inaccuracies in the content shown on our website, we will endeavour to rectify as soon as reasonably possible.
To the extent permitted by law, we exclude all liability (whether arising in contract, in negligence or otherwise) for loss or damage which you or any third party may incur in connection with our website, any website linked to it and any materials posted on it.
You may not copy, reproduce, republish, download, post, broadcast, transmit, make available to the public, or otherwise use any content on our website in any way except for your own personal, non-commercial use.
Linking to Our website - You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
If you would like to provide feedback on our website, please contact us via our contact page
Last reviewed on 08/11/2023