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These Terms and Conditions (“Terms”) apply to LDM’s Shield Service Subscriptions, and, together with any Shield Invoice (“Order Form”) these Terms constitute the entire agreement between the parties relative to the subject matter thereof, with all documents collectively referred to as “this agreement”.  For the purposes of this agreement, LDM is a trading name of Fidushield Group Ltd. Any reference to LDM is to Fidushield Group Ltd.

 

1.               Definitions

 

“Annual Subscription Fees” means the fees stated in any Order Form;

 

“Applicable Laws” means all applicable international, national, regional and local laws and regulations applicable to any Party hereunder in relation to either Party’s roles, obligations, duties and provision or receipt of any Services hereunder, including the Data Laws and IP Law;

 

“Data Laws” means any US State or Federal laws relating to consumer privacy and data protection, the General Data Protection Regulation (EU) 2016/679 (GDPR), and/or UK’s Data Protection Act 2018 (UKGDPR) in each case together with any national implementing laws, regulations, secondary legislation and any other applicable or equivalent data protection or privacy laws, as amended or updated from time to time, and any successor legislation to such laws;

 

“Domains” means the domain names/URLs which the Subscriber owns or operates and which require the support for the Services; 

 

“IP Law” means the Digital Millennium Copyright Act 1998 as amended or updated from time to time;

 

“Mandatory Charges” means the charges set by independent third party organisations such as the Information Commissioner or the USPTO, in respect of filing or submission of any documents or forms necessary for fulfilment of the Services;

 

“Services” means the services provided by, or procured by, LDM, as ordered by the Subscriber, and stated in the Order Form;

 

“Subscriber” means the party who has ordered the Services by placing a valid Order Form;

 

“Update Fee” means the sum of $50 USD.

 

2. Term. The Order Form shall set out the Service Period.  If this Agreement is not terminated in writing by Subscriber no later than sixty (60) days prior to expiry of the then current Service Period (or for any other termination event as further detailed in these Terms), this Agreement shall continue to renew for successive periods equal to the Service Period, until so terminated.  

 

3. Payments. All Annual Subscription Fees are not refundable and full payment terms are set out in the Order Form. The quoted Annual Subscription Fees are inclusive of Mandatory Charges at the rates set by the bodies charging such fees as known to LDM as at the date of the Order Form, however, if there is an increase in the Mandatory Charges, Subscriber understands and accepts that LDM may require to increase the Annual Subscription Fees to account for any amended Mandatory Fees, or, LDM at its option may issue an invoice from time to time to recoup any additional Mandatory Fees. Any other expenses incurred by LDM in the provision or procurement of the Services  shall be invoiced as they arise during the Service Period and shall be due for reimbursement in accordance with NET15 payment terms.  If the Subscriber fails to make payment in accordance with the provisions of this agreement, LDM (or any third party procured by LDM to provide the Services) shall be entitled, without prejudice to any other rights it may have, (i) to suspend the provision of the Services (in whole or in part) without liability until payment in full of all outstanding sums has been made, and (ii) to demand the defaulting party pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment, which shall accrue each date at 8% a year.  The Subscriber shall not be entitled to withhold, set off or reduce payment of any amounts payable under this agreement by any amounts which it claims are owed to it by LDM under this agreement or any other agreement.

 

4. Service Activation and Updates. Following execution of an Order Form, in order for this service to be activated, Subscriber must complete the onboarding questionnaire within five days of receipt.  The content of this and all responses musts be accurate, complete, and the Subscriber must satisfy itself that the information provided is compliant with the Data Laws and IP Laws.  Subscriber warrants and represents that all information provided to LDM including all information necessary to give effect to any registrations required e.g. to USPTO or ICO, is accurate, complete and fully compliant with Applicable Laws (LDM will not review or verify it). Following receipt of the onboarding questionnaire, LDM will prepare the necessary registrations to authorities and regulators and will provide to Subscriber information about the identity of the service provider to be shown on Domains such as agent contact information. Where there is an update to any information Subscriber shall promptly inform LDM of the updated information and where there is an updated registration to complete, Subscriber shall be liable to pay the Update Fee and any associated Mandatory Charges. This includes, for example, changes of name and address of Subscriber, or changes to the list of Domains operated.  LDM bears no liability if authority registrations contain out of date or otherwise incorrect information.

 

5. Service Packages Summary.This clause sets out the details of the Services ordered (the ‘Package(s)’).  If a stated service is not included in the Order Form, any provisions herein related to that particular Service are not applicable.

 

Royal Shield Basic service package: LDM shall provide, or procure the provision of, the following services, for the benefit of the Subscriber, as further detailed below: DPO Service, UKGDPR Rep Service.  Royal Shield Pro package includes additional US DMCA Agent Service.

 

Union Shield Basic service package: LDM shall provide, or procure the provision of, the following services, for the benefit of the Subscriber, as further detailed below: DPO Service, EU GDPR Rep Service.  Union Shield Pro package includes additional US DMCA Agent Service

 

Global Shield Basic service package: LDM shall provide, or procure the provision of, the following services, for the benefit of the Subscriber, as further detailed below: DPO Service, UKGDPR Rep Service, EUGDPR Rep Service.  Global Shield Pro package includes additional US DMCA Agent Service

 

6. Services Descriptions. Where any Package includes the following specific services as stated above in the Packages summary, the relevant terms shall apply.  Subscriber understands and accepts that use of any Services does not in any way suggest, or guarantee that the Subscriber will be protected from any claims under any Applicable Laws, nor does LDM in any way seek to promise, or otherwise imply certainty that the Subscriber is eligible for immunity from third-party copyright infringement liability under any IP Law, or other protections under any form of Data Law or Applicable Laws. 

 

6.1 US DMCA Agent Service. By Ordering this service, the Subscriber is engaging LDM to act, or procure a third party to act, as the designated agent of record in accordance with the IP Law for the Domains.

 

6.1.1 LDM shall: (a) manage the recordal of the agent appointment at the USPTO provided that Subscriber has provided all information Subscriber requires to provide to LDM (and Subscriber alone is responsible for ensuring information provided is the full information required for a valid appointment under the IP Law); (b) provide Subscriber with the name and contact information which may be listed by the Subscriber on any Domain as the DMCA Agent.  At no time shall LDM authorise the listing of an individual name, only the entity acting as agent’s corporate name shall be publicly disclosed by Subscriber (c) act as a mailbox, where take down requests may be submitted by third parties, and LDM shall forward any received requests to Subscriber’s customer support department for actioning (d) transmit any received notices to Subscriber in the format received, and Subscriber is responsible for responding to any notice received.  LDM will not provide any guidance, advice, or analysis of any take-down notice received other than the mere forwarding to Subscriber of any email take-down request the DMCA agent may receive from any third-party. 

 

6.1.2 LDM (or a third party if so instructed by LDM to act) will respond to all new notices of claimed infringement received related to Domains and will also discuss appropriate responses with Subscriber billed and invoiced monthly at the Overage Rate.

 

6.1.3 Where the number of take down notices received by the agent mailbox and forwarded to Subscriber exceed 20 in any calendar month, the time spent in forwarding any additional notices in such same month shall be billed and invoiced monthly at the Overage Rate.  There is no carry over of allowance from month to month and allowance resets on the 1st of each calendar month during the term.

 

6.2 DPO Service. If ordered, as may be required by the GDPR and UKGDPR, Subscriber may engage LDM to provide, or procure the provision of an individual or organisation (represented by a suitably qualified individual) to provide, and fulfil the services of a Data Protection Officer (“DPO”) as specified in the appropriate Data Laws.

 

6.2.1 The DPO Service includes:

  • informing and advising Subscriber about its obligations to comply with the Data Laws, including review of any privacy policies, up to a maximum of two hours per month (“Included Support”);

  • preparation of one data protection impact assessment and one legitimate interests assessment (if applicable) per year (“Included Docs”);

  • registering (and maintaining the subsequent registrations of) the Subscriber’s business with any relevant regulators’ database subject to Subscriber remitting the Mandatory Charges if applicable;

  • acting as the first point of contact for supervisory authorities and regulators, and assisting the Subscriber to respond to such queries up to a maximum of one hour per month (“Included Response Time”);

  • supporting the Subscriber’s customer support in managing subject access requests up to a maximum of three requests per month (“Included SARs”);

  • reporting any breaches to appropriate regulators, and thereafter (see Overage Rates below) assisting Subscriber in managing such breaches on a time spent basis;

  • providing best practice recommendations to the Subscriber and its employees. In using the DPO Service, Subscriber acknowledges and understands that where recommendation is made in terms of best practice and Subscriber fail to follow it, the Subscriber may be at a higher risk of non-compliance.

 

6.2.2 The DPO Service does not include (i) an annual audit that, if required, is subject to a separate agreement and additional fees, or (ii) any staff training which may be agreed and priced separately.

 

6.2.3 Neither LDM or the DPO shall be liable for any breach of Applicable Laws, or for the acts or omissions of the Subscriber or any third party acting on its behalf.  Subscriber must not reveal the name of any individual DPO, if an individual is appointed, without prior written approval.

 

6.2.4 Subscriber must give the DPO all resources necessary to carry out the DPO Service including setting up of a dedicated data@ email address per Domain which auto forwards to the DPO email address, including access to records of processing operations on demand, complete all necessary documentation within time limits set by DPO, record in writing any decision to not follow any recommendation of DPO, ensure the DPO has access to senior managers including head of customer support.

 

6.2.5 For any activities outside the time scope of the Included Support, Included Docs, Included Response Time and Included SARs, all relevant time spent shall be billed and invoiced on a monthly basis at the Overage Rate.  There is no carry over of allowance from month to month and allowance resets on the 1st of each calendar month during the term.

 

6.3 UKGDPR Rep Service and/or EUGDPR Rep Service (“Reps Service”)

 

6.3.1 If ordered, as may be required by the GDPR and UKGDPR, Subscriber may engage LDM to provide, or procure the provision of an individual or organisation to provide, and fulfil the services of a UK representative, or EU representative, as specified in the appropriate Data Laws. The difference between the two is the jurisdiction and location, however all other terms are interchangeable.  The UKGDPR Rep will be an organisation incorporated in, or a person resident in the UK, and the EUGDPR Rep will be an organisation incorporated in, or a person resident in any of the EU Member States.  Subscriber does not select, selection of representative is at discretion of LDM.

 

6.3.2 The Reps Service is a mailbox service, whereby the representative shall be the main point of contact for supervisory authorities and may receive communications addressed to Subscriber, which will be promptly forwarded to the support team of the Subscriber.  Any additional time spent out with forwarding any communications, including assisting Subscriber in preparing a response, or indeed responding, shall be billed and invoiced on a monthly basis at the Overage Rate.  

 

7. SUBSCRIBER WARRANTIES & INDEMNITIES

 

7.1 The Subscriber warrants that (a) it has full power and authority to enter into the Agreement and to perform the obligations required hereunder; and (b) it shall comply with all Applicable Laws in its performance of its obligations under this agreement and in the operation of its businesses, and not use its business or any Domains for any purpose or content which is illegal, violent, threatening, defamatory, discriminatory, promotion of illegal or unlawful activity, or be otherwise actionable or in violation of any Applicable Laws, and (c) its Domains do not infringe the intellectual property rights of any third party and that it has full legal right, title, interest in and to the Domains for the use of the Domains in its’ business and (d) it shall provide all information to LDM to enable the delivery of the Services within any timescales set by LDM, particularly with reference to any timescales influenced by Applicable Laws and (e) it shall collect, store, use and otherwise process any consumer personal data (as defined by applicable Data Laws) at all times in a manner consistent with the Data Laws and (f) iit shall not, directly or indirectly, instruct, or instruct any third party to instruct on its behalf, LDM or any service provider procured by LDM, to do anything, or omit to do anything, which may be in contravention of any Applicable Laws and (g) it alone shall be liable for any financial penalty, fine, or other such losses and expenses it may incur as a result of any investigation by any court of law, or regulator, or supervising authority, or arising as a result of any lawsuit or claim filed against Subscriber by any third party person or organisation.

 

7.2 Subscriber warrants and represents that it shall fully indemnity Edison Lex LLC (dba LDM), its directors, officers, employees, representatives and shareholders, (or any individual engaged in the provision of the Services including agents and DPOs) (“Indemnified Parties”) against all proceedings, debts, liabilities, claims, damages, costs and expenses howsoever arising in relation to the Indemnified Parties fulfilment of obligations under this agreement, in particular, without effecting the generality of the above, against any and all claims against the Indemnified Parties which might arise in the event of the Subscriber being investigated by a supervisory authority, or subject to a claim or law suit by any party. 

 

 

8. LDM WARRANTIES & LIMITATION OF LIABILITY

 

8.1 LDM warrants that (a) iit has full power and authority to enter into the Agreement and to perform the obligations required hereunder, and (b) it shall comply with all Applicable Laws in its performance of its obligations under this agreement and (c) It shall perform the Services with reasonable care and skill and in accordance with generally recognised commercial practices and standards, however, it shall not be liable for any missed deadline or failure to provide information (Subscriber understands that this risk exists given the use of electronic communications which such services rely upon). LDM SHALL NOT HAVE ANY LIABILITY TO YOU WHATSOEVER FOR ANY SUCH FAILURE TO FORWARD ANY EMAILS OR POSTAL MAIL RECEIVED IN RESPECT OF ANY MATTER.  

 

8.2 No other warranties apply.  Except as expressly stated in the Agreement, all warranties and conditions, whether express or implied by statute, common law or otherwise (including but not limited to satisfactory quality and fitness for purpose) are excluded to the fullest extent permitted by law. Use of the Services does not in any way imply that Subscriber will be in compliance with any Applicable Laws, and no guarantee of compliance is given.  Subscriber uses the Services at its own risk.   

 

8.3 To the maximum extent permitted by law, (a) LDM shall not be liable to you for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage, and (b) LDM’s aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with this agreement, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed 100% of the Charges paid by you to LDM in the previous twelve (12) month period.

 

8.4 Services will be provided  in compliance with the regulatory framework applicable as at the time the work is completed; LDM cannot be liable in the event that any regulatory changes occur subsequent to work being completed.

 

9. Status. Nothing in this letter shall constitute a partnership, or joint venture of any kind. Your business, and LDM, are independent parties.  LDM is not a law firm.  Should you require legal advice you understand you will require to consult an attorney.  

 

 

10. Additional Termination Rights. Notwithstanding clause 2, in the event of an incurable material breach of this engagement, act indicative of insolvency, or any act of fraud or negligence by either party, the other party may immediately terminate this engagement at any time.  Subscriber is liable for all fees incurred as at the date of termination unless LDM has unilaterally given notice to terminate for convenience at any time and for any reason (5 days notice) in which case, any prepaid sums shall be apportioned on a daily pro rata basis and refunded based on date of termination.

 

11. Effect of termination.  Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination of expiry.

 

 

any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect including but not limited to any clauses relating to definitions, data protection, intellectual property, payment and charges, confidentiality, governing law and jurisdiction, warranties, indemnities and limitations of liability. 

 

12. Email communications. Various communications relating to fulfilment of obligations under this agreement or the provision of Services may use email communications.  The e-mails are not encrypted and therefore are at risk of being intercepted intentionally or by accident and read by a third party.  LDM shall have no liability for any such interception nor for any loss or damage arising out of such interception.

 

13. Instructions. Any instruction issued to LDM or its representatives by the Subscriber’s personnel, agents or representatives, by email, telephone or other means, shall constitute a formal instruction by Subscriber, and such instruction will be subject to the terms of this agreement.  

 

14. Amending scope. Subscriber may increase the scope of Services at any time, and LDM will provide updated estimates of costs to Subscriber in such matters and an updated Order Form shall be agreed. 

 

15. Confidentiality. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted herein.  Each party may disclose the other party's Confidential Information: (a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this provision; and (b) as may required by law, a court of competent jurisdiction or any governmental or regulatory authority.No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this letter of agreement.

 

16. Governing law: These terms and any Order Form, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England.  Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this letter or its subject matter or formation.

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