1. Interpretation
1.1 “Back-up” means the storage of the Client’s files uploaded to the Company’s storage facilities as a means of protection against corruption/loss.
“Client” means the customer agreeing to receive the Services offered by the Company, i.e. customers registering single/multiple works or subscribing to the Company’s Membership Subscription service.
“Company” means duly noted® Limited, whose registered address is Suite LG01, Chancery House, Chancery Lane, London, WC2A 1QU
“Contract” means the contract between the Company and the Client of which these conditions form part.
“Force Majeure” means an event or circumstance preventing proper provision of the Company’s Services.
“Membership Subscription” means a Client’s subscription to the Company’s GemProtect™ combined Registration/Back-up service.
“Rates” means the fees charged by the Company to the Client for the provision of its Services, as published on its website or any Company literature.
“Registration” means the recording of works received from the Client by the Company acting as an independent third party witness.
“Registration Term” means the full period of a Registration, which is ten (10) years.
“Services” means the copyright Registration, Back-up, duplication, and storage of works for the Company’s Clients, and issuing of registration certificates to them.
“Subscription Term” means the full period of a GemProtect™ Membership Subscription, which is one (1) year.

2. Registration
2.1 The copyright Registration service offered by duly noted® Ltd. for its Clients is to help them establish authorship of their works through provision of third-party documentary evidence of the existence of their work.
2.2 The Client can access duplicate certificates of their registered work on-line if required via their Client page.
2.3 Duplicate back-ups of a Client’s registered works are created automatically only if the Client is a subscriber to the GemProtect™ Registration & Back-up service. The Client understands the original registered files will remain inaccessible and unalterable to the Client so as to keep Registration active and effective.
2.4 The Client accepts that with registration duly noted® Ltd. can only verify the date the Client registered their work, and that this date may be different and later than the date the Client actually created their work.
2.5 The Client accepts that duly noted® Ltd. does not:
a. give legal advice or represent the Client as legal counsel
b. verify the authenticity or originality of the Client’s work
c. make comparisons with other registrations
d. offer or provide statutory protection
e. make any claims nor offer any guarantees of a successful outcome in any litigation due to Registration of the Client’s work with duly noted® Ltd. The responsibility of proving copyright remains with the Client and / or their representative(s)
f. claim this is a formal copyright.

3. Back-Up Service
3.1 The Back-up service offered by duly noted® Ltd. for its Clients is to provide them a secure, on-line, third-party storage facility for important data files in the event their original files are lost, stolen, corrupted or destroyed at their home and/or office.
3.2 The Client’s backed-up files can be accessed via the Client’s personal Member Page.
3.3 The Back-up service is only available as part of the GemProtect™ Membership Subscription and the storage capacity the Client has depends on the Subscription level chosen by the Client.
3.4 The Client accepts that duly noted® Ltd. does not:
a. recommend that its Back-up service should be the one and only method the Client uses to back-up their files
b. nor that duly noted® Ltd. considers its Back-up service as a replacement to the Client’’s customary back-up measures, but as an addition to them, and that the Company urges the Client to continue with their existing backing up procedures.
3.5 The Client accepts that the backing-up of their files for storage and retrieval with the Company is not the same as Registration of their work, and that in order to register their work they must follow the Registration process as set out by the Company.

4. Rates
4.1 In return for the Services offered by the Company, The Client is to pay on demand the Rates as charged for such Services chosen by the Client or their representatives, and as advertised by the Company.
4.2 Periodically the Company is entitled to vary its Rates and offer discounts. These will be published on the Company’s website and in its literature and will apply to all applicable transactions following their publication.
4.3 The Client accepts that the Rates may change between times the Client uses the Company’s services, be it Registrations or renewal of Client’s Subscription, and the Client agrees to pay the new Rates.
4.4 The Client acknowledges that any change in Rates will not affect Registrations or Subscriptions already paid for and in use by the Client, until such time as the Client renews the Registration and / or Subscription Terms.

5. Storage
5.1 Duly noted wants its clients to get not just good service but peace of mind too. Duly noteds on-line registration and data storage system has been set up with levels of security and redundancy that ensure in using its Services, our clients know their work is properly protected.
5.2 The Client agrees to and allows the Company to store the files the Client uploads to the Company’s storage facilities or any other suitable secure location chosen by the Company for the Registration Term and / or the Subscription Term.
5.3 The Client is aware they can renew their Subscription or Registration to enable storage of their uploaded files to continue by paying the appropriate Rate.
5.4 Should the Term expire and the Client has not renewed their Registration or Subscription, duly noted® Ltd. is authorised to dispose of the relevant file(s) (including deletion and destruction) belonging to the Client and duly noted® Ltd. is not required to give additional notification to the Client.

6. Membership Subscription
6.1 The Client’s subscription to the Company’s GemProtect™ Membership subscription service entitles them to 24-7 access to their Member Page to copyright register their work and to back-up and access their data files, subject to the limits of their chosen Membership Subscription level.
6.2 The Membership Subscription Term is renewable and upgradeable by the Client, and the Client is aware they can renew or upgrade their Subscription at any time by paying the appropriate Rate. Upgraded membership will be for the remainder of the period of the original membership level, and renewed at the new upgraded rate upon expiry of that original term.
6.3 The Company is entitled to periodically alter any aspect of its Membership service including but not limited to subscription levels, storage capacity, entitlements currently on offer or made available in the future, Registrations and Rates.
6.4 In all communiqus with the Company, the Client should quote their Membership ID number. In the event of the Client’s death, communiqus with the Company must be from the Client’s designated executors, agents or heirs, accompanied by the appropriate legal documentation and proofs.

6.5 Cancellation
6.5.i The Membership Subscription can be cancelled at any time by the Client in the form of notarised letter or by email from the Client’s address logged in Company records. In the case where more than one person is the creator of a work, cancellation must come from all parties involved in the form of notarised letter(s).
6.5.ii Upon receipt of cancellation notice from the Client, the Company will terminate the Membership Subscription, and will dispose of (including deletion and destruction) all data files belonging to the Client stored at the Company’s facilities. Unless otherwise requested by the Client, all Registrations of their works will continue at the Company until the expiry of the Client’s work(s) Registration Term(s). Registrations can also be cancelled by the Client in writing if they wish, though the Client understands this will negate the purpose of Registration and its usefulness in any litigation.
6.5.iii The Client will not be entitled to a refund for any period of the Subscription Term paid for but unused by the Client.
6.6 Term Expiration
6.6.i If at the end of the Subscription Term the Client chooses not to renew their Membership, the Company will automatically terminate the Membership Subscription, and will dispose of (including deletion and destruction) all data files belonging to the Client stored at the Company’s facilities. Unless otherwise requested by the Client, all Registrations of their works will continue at the Company until the expiry of the Client’s work(s) Registration Term(s).
6.6.ii Upon expiry of the Subscription Term the Company offers a grace period of one (1) month for the Client to access their data files backed-up with the Company, prior to their disposal. This period cannot be extended.
6.7 Data File Retrieval
6.7.i It is the Client’s responsibility to retrieve any backed-up files they have stored with the Company prior to or during the allotted grace period following the expiration of the Subscription Term.

7. Confidentiality
7.1 Works submitted by the Client for Registration will not be accessible by the Company’s officers and employees, as they will be locked and password protected at the time of Registration. Likewise backed-up data files stored with the Company by the Client will not be accessible by the Company’s officers and employees.
7.2 Any information given to the Company and deemed by the Client as confidential will be used by the Company only for the purposes of enabling the Company to provide and maintain its Services and will not be released to any third parties. This condition will not be applicable to any information:
a. that is in the public domain at the time it is provided, or if in the future through no fault of the Company it enters the public domain.
b. which is required to be disclosed by law or any professional or regulatory obligation.

8. Force Majeure
8.1 The Company will use every reasonable skill and care to provide its Services for the Client. In the unlikely event however the Company’s Services are interrupted or delayed or the Client’s Registration record or the Clients work is lost by any reason of any events beyond the Company’’s reasonable control including but not limited to acts of nature, war, hostilities, strikes, lock-outs, acts of god, fire at the Company’s premises or those in use by the Company, or theft, the Company shall not be liable to the Client or considered in breach of these terms and conditions.

9. Termination
9.1 The Client shall be entitled to terminate this Contract at any time by giving not less than one (1) month’s written notice. Upon expiry of such notice the Contract shall be terminated without prejudice to the rights of the parties accrued to the date of termination. In terminating the Contract, clauses 6.5i to 6.5iii inclusive will come into effect.
9.2 Without prejudice to any other remedy, either party may terminate the Contract on notice, for any of the following reasons: – a. any material breach by the other party of the conditions of this Contract and (if a remedy is possible) the continuing failure of the other party to remedy such a breach 30 days after receipt of written notice to remedy;
b. either party ceases or proposes to cease to carry on its business;
c. either party is subject to proposed or actual insolvency proceedings of any kind.

10. Refunds
10.1 If circumstances arise where it is deemed by the Company a refund should be payable to the Client, the Client agrees:
a. Any refunds granted will be at the discretion of the Company’s Officers only.
b. The value of such a refund to be paid will be decided at the discretion of the Company’s Officers, and in any event such value may be up to but will not exceed the value of the Registration or Subscription Rate the Client originally paid.
c. Such refund will relate only to the Registration or Subscription Rate originally paid by the Client, whether the refund is the total or part of said Rate.
d. That the Client cannot claim compensation against the Company for any loss based upon the potential or actual value of the Client’s work, its retail price, expenses the Client incurred or the Clients contracted fee for creating the work, or any such damages or reparations sum potentially awarded to the Client in litigation had said Client’s work been available for submission to such proceedings.
e. Any refunds accepted by the Client will be deemed full and final settlement from the Company.

11. Warranties
11.1 The Client retains full ownership and copyright of their work. The Company will at no time become owner of the Client’s work, nor will the Client’s work become an asset of the Company.
11.2 The Client acknowledges they will use their own legal name and not any pseudonym when utilizing the Company’s Services. The Client also acknowledges they are the originator / one of the originators of all works they register with the Company.
11.3 The Client acknowledges their responsibility to retain and keep secure any password, certificate, reference number(s), Registration documentation or copies of such issued to the Client in the course of using the Company’’s Services.
11.4 The Client acknowledges their responsibility to ensure any data, information or instructions given to the Company is timely, complete, correct and in the right format. The Company shall not be liable for expenses, loss, damages or other compensatory claims arising from data, information or instructions given by the Client which is corrupted, incomplete, incorrect, inaccurate, illegible or in the wrong format, contrary to the advice or instructions of the Company or arising from their late arrival, non-arrival, failure to transfer correct information, verify receipt of data (where applicable), or any other fault of the Client. The foregoing includes any issue relating to the validity of items submitted by the Client for Registration and Back-up and timely notification of Client change of contact details.
11.5 The Client agrees not to back-up, register or otherwise submit to the Company any material that may breach the copyright, intellectual property rights or other rights of any third party. Additionally, the Client agrees to indemnify the Company against any losses, damages, costs, expenses or other claims resulting from any such infringement.
11.6 The Client agrees not to upload, transfer or otherwise impart computer viruses, trojans, spyware, or other such malicious computer code to the Company as may disrupt the operations of the Company, and the Client warrants they have made all reasonable efforts to ensure that the data files they submit to the Company are virus-free. The Company reserves the right to reject infected files submitted to the Company by the Client and to retain any fees received from the Client as compensation for any consequential damage or loss to business as a result of activity by their infected file.
11.7 The Company reserves the right to engage any third party in connection with the provision of its Services to the Client, and in such circumstances the Company will make all reasonable efforts to ensure such third parties are appropriate. The Company cannot give any warranty, guarantee or other term as to the quality of services of any third party.
11.8 In the event the Company ceases trading, the Company has undertaken to provide contingency measures whereby appointed agents of the Company can ensure continuation of its Services until completion of the Client’s Registration or Membership Subscription Term.

12. Disclaimers
12.1 The Company’’s web site may bring the Client into contact with other companies offering goods and / or services, or may introduce them to promotions of advertisers or sponsors. Any such activity, purchases, terms, conditions, warranties or representations associated with such activity is solely between the Client and the applicable third party.
12.2 The Company does not endorse any sites on the Internet that are linked through the Company’’s web site. The Company provides links to other sites as a matter of convenience but shall not be held responsible for any content, products, or other materials on or available from such sites. The Company shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between the Client and any such third party.
12.3 Information found on the company’s literature, brochures, leaflets, promotional material, web site, and within these terms and conditions does not amount to legal advice or opinion. References apply to interpretation of English law in accordance with the 1988 Copyright, Designs and Patents Act.

13. Miscellaneous
13.1 Headings of clauses herein are for ease of reference only, and shall be disregarded for the purpose of interpretation of these conditions.
13.2 Any notice to be given under the Contract shall be in writing delivered at or posted to the other partys address as set out in the Contract or such other address as either party may designate by notice to the other. Notice sent by post shall be deemed to be delivered seventy-two (72) hours after posting.
13.3 The Company reserves the right to change the terms and conditions or any of its policies relating to its Services and operations whenever necessary.
13.4 Any concession or indulgence made by either party shall not be considered as a continuing waiver of its rights.
13.5 English law shall apply to the contract between the Company and the Client. Both parties agree to submit to the non-exclusive jurisdiction of the English courts.
13.6 Should any provision be held unenforceable or contrary to law, the remaining provisions shall remain in full force and effect.