PLEASE READ THESE LICENCE TERMS CAREFULLY
BY ACCESSING PLATFORM, YOU AGREE TO THESE TERMS WHICH BIND YOU.
We grant you a non-exclusive, royalty-free, worldwide licence to use the Platform and the Documentation in accordance with these terms for your use only for the benefit of the Administrator on the condition that an Administrator has provided you with Access and the Administrator complies with the terms agreed between us and the Administrator. If the Administrator defaults on our terms, we have the right to suspend and/or remove your access to the Platform and Documentation with immediate effect.
This licence grants you the right to use the Platform for the duration of your Administrator’s subscription and/or before the end of the subscription if directed by your Administrator. Your use of the Platform is subject to the restrictions and terms of this Licence, including but not limited to the Licence Restrictions.
USE OF THE PLATFORM
The Platform has not been developed to meet individual requirements. Please check that the facilities and functions of the Platform meet your requirements.
The Platform may require specific programmes in order for you to access all or part of the Platform.
In order to access and sign up to the Platform you must use a mobile or tablet device compatible with the latest version of iOS and/or as otherwise notified by us from time to time and comply with these terms and conditions.
From time to time, we may update and change the Platform to improve performance, enhance functionality, reflect changes or address security issues.
If you download or stream the Platform onto any device not owned by you, you must have the owner’s permission to do so. You will be responsible for complying with these terms, whether or not your own the device.
Once you have been provided with Access, you will be able to set up a username and a password. You must set up an acceptable username and password to access the Platform.
You must not share your username and/or password with anyone.
You must not use the Platform for your own benefit other than to assist the Administrator.
We do not provide any warranties as to the effectiveness and/or use of the Platform and we do not warrant that the Platform shall be error-free.
In return for you agreeing to comply with these terms and the Licence Restrictions you may:
access the Platform on multiple devices in accordance with these terms and conditions; and
use the Platform in accordance with the Administrators’ instructions and these terms and conditions, but where the Administrators’ instructions conflict with these terms, these terms take precedence.
6.1 You agree that you will comply with these terms and all applicable technology control or export laws and regulations that apply to the technology used or supported by the Platform.
6.2 You agree that you will not (except where explicitly permitted by the terms of this licence):
6.2.1. use the Platform within a software application, website or software which competes with our operations;
6.2.2. use the Platform to compete with our business;
6.2.3. use the Platform to process or disclose personal data which has not been requested by us (“personal data” has the meaning given to it in the Data Protection Act 2018);
6.2.4. exceed the indicated storage capability of the Platform (as notified to you from time to time);
6.2.5.disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Platform;
6.2.6. provide access to or copies of the Platform in whole or in part to persons within your organisations or to third parties either directly or by sharing or otherwise disclosing the Access provided to you by the Administrator, or your username and/or password;
6.2.7. rent, lease, sub-license, loan, provide, or otherwise make available, the Platform in any form, in whole or in part to any person and in no circumstance in competition with our operations;
6.2.7. use screen-recording technology to record and/or capture your use of the Platform.
6.3. The Platform must be used in an acceptable manner, as such you must not use the Platform:
6.3.1 in any unlawful manner, for any deceitful purpose or any unlawful purpose, including terrorism or extremism or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Platform;
6.3.2. to breach in any way any applicable local, national or international law or regulation;
6.3.3. to cause harm (or attempt to harm) in any way;
6.3.4. to create and/or share sexually explicit material or indecent images;
6.3.5. to invade the privacy of another;
6.3.6. to bully, insult, intimidate or humiliate any person; and
6.3.7. impersonate any person or misrepresent your identity or affiliation with any person.
6.4. You must not:
6.4.1. infringe our Intellectual Property Rights or those of any third party in relation to your use of the Platform or Documentation, including by the submission of any material (to the extent that such use is not licensed by these terms);
6.4.2. permit anyone, including any third party, to infringe the Intellectual Property Rights or those of any third party in relation to their use of the Platform or Documentation, including by the submission of any material;
6.4.3. transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Platform;
6.4.4. use the Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
6.4.5 collect or harvest any information or data from the Platform or our systems or attempt to decipher any transmissions to or from the servers.
6.5 If in our sole opinion you are in breach of this clause 6 then we may, at our discretion, take any or all of the following actions:
6.5.1. terminate your use of the Platform; and/or
6.5.2. block your access to the Platform; and/or
6.5.3. report your activity to the appropriate authority and/or the Administrator; and/or
6.5.4. bring action against you in respect of your breach and pursue you for any damages arising from your action.
7. CHANGES TO THESE TERMS
7.1. We may need to change these terms to reflect changes in law or best practice or to deal with additional features which we introduce.
7.2 If you do not accept the changes you may not be permitted to continue to use the Platform.
8. INTELLECTUAL PROPERTY RIGHTS
8.1. Intellectual Property Rights in the Platform and Documentation throughout the world belong to us (or our licensors) and the rights in the same are licensed (not sold) to you. This includes any modifications, updates, later versions, or adaptations to the Platform and/or Documentation. You have no Intellectual Property Rights in, or to, the Platform or Documentation other than the right to use them in accordance with these terms.
8.2. Where any Intellectual Property Rights accrue to you by virtue of your use of the Platform and/or Documentation, you shall now and in the future assign the Intellectual Property Rights in the Documentation and the Platform (including all goodwill) to us, with full title guarantee and free of all moral rights under the Copyright, Designs and Patents Act 1988.
8.3. You hereby grant us a fully paid-up, royalty-free, perpetual, irrevocable, worldwide licence to use and exploit the Commercial Data for any purpose that we see fit, including but not limited to commercialising, providing, improving and developing the Platform.
8.4 You agree to notify us and the Administrator of any restrictions on usage and any other contractual restrictions arising in respect of any third-party Intellectual Property Rights.
8.5 You agree to indemnify us in full against all losses (whether direct or indirect) in connection with any claim made against us for actual or alleged infringement of a third party’s Intellectual Property Rights in connection with your use of the Platform and/or Documentation. This indemnity extends to any interest, penalties, and reasonable legal and other professional fees awarded against, incurred or paid by us.
8.9 You agree to draft and execute all necessary documentation and/or agreements and make all necessary arrangements to ensure that this clause takes full effect.
You undertake that you will not disclose to any person any confidential information concerning our know-how, business, affairs, customers, pricing and/or the Platform (including the inner-workings of the Platform). For the avoidance of doubt, the functionality of the Platform and any Platform output (insofar as it is not in the public domain) is classified as confidential information.
OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
10.2 Regardless of how you use our Platform and/or Documentation, we have no liability to you:
10.2.1 whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this end user licence agreement for any indirect or consequential loss or damage;
10.2.2 for any loss or damage suffered, including loss of work, income, or employment where our performance is delayed due to technical issues with your equipment; or
10.2.3. for any business or commercial losses (including data), you or another party may suffer from use of or access to the Platform including use as permitted or as restricted by the terms of this licence.
10.3. The Platform may contain links to other independent websites or apps which are not provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any).
10.4. You will need to make your own independent judgement about whether to use any such independent sites or apps, including whether to buy and/or download any products or services offered by them.
11. WE MAY END YOUR LICENCE IF YOU BREAK THESE TERMS
11.1. We may end your licence at any time by contacting you if you have broken these terms in a serious way, if the Administrator has breached our terms and/or if the Administrator’s subscription to the Platform ends. If what you have done can be put right, we will give you a reasonable opportunity to do so but we reserve the right to terminate your use/block your access to the Platform.
11.2 If we end your rights to use the Platform, you must:
11.2.1 stop all activities authorised by these terms, including any use of the Platform;
11.2.2. immediately delete or remove the Platform from all devices in your possession and confirm to us that you have done this.
12. TRANSFERING THIS AGREEMENT TO SOMEONE ELSE
12.1 We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
12.2. You may not transfer your rights or your obligations under these terms.
13. NO RIGHTS FOR THIRD PARTIES
This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement and does not form any additional obligations or arrangements between the parties. For the avoidance of doubt this agreement does not create a partnership nor appoint any party the agent of the other.
Each of the clauses of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.
NO WAIVER15.1. Even if we delay in enforcing this agreement, we can still enforce it at a later date.
15.2. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
16. GOVERNING LAW AND JURISDICTION
The validity, construction and performance of the Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties submit.