You may not access the Services if you are our direct competitor, except with our prior written consent. In addition, you may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
If you are using the site as part of a free trial licence then the service is provided without warranty or liability. When the licence expires if not replaced by a subscription licence then any data stored may be removed, you should export any data prior to licence expiry if you wish to keep a copy.
Personal Data and data protection
The only personal data we hold about you is your registered email address. We require this to identify you on the system and show you the data and information relevant to you, we can only deliver this service to you and fulfil our contract to you with this information.
The definitions and rules of interpretation in this clause apply in this agreement.
Approved Processor: any person to whom the Supplier sub-contracts, all or part of the Supplier's obligations under this agreement in respect of the hosting and/or processing of Personal Data.
Client: those named individuals who have purchased a licence for use of the software and for allocating access to Authorised Users.
Authorised Users: those named individuals who are authorised by the Licenced User to use the Services and the Documentation.
Guest Users: those individuals invited to a Session to contribute content on behalf of an Authorised User or Licenced User.
Back-Up Policy: the Supplier's back-up policy, as amended by the Supplier in its sole discretion from time to time, available at Back Up Policy or such other website address as may be notified to the Client from time to time.
Business Day: any day which is not a Saturday, Sunday or public holiday in the United Kingdom.
Documentation: the documentation made available to the Client and Authorised Users by the Supplier online via col8.info or such other web address notified by the Supplier to the Client from time to time which sets out a description of the Services and the user instructions for the Services.
Data Protection Laws: means applicable data protection laws and regulations protecting the personal data of natural persons, including but not limited to the Data Protection Act 1998 and the GDPR, and any national legislation which implements, amends and/or supplements the GDPR together with any binding guidance, codes of conduct, codes of practice, or certifications issued from time to time by the relevant Supervising Authorities (which have the meaning ascribed to it in the applicable data protection laws); in each case, as amended, supplemented or replaced from time to time.
GDPR: Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data including where applicable any local implementing laws as updated from time to time.
Marks: any and all trade marks, trade names, service marks, trade dress, logos, URLs or identifying slogans of a party to this agreement, whether or not registered.
Client Data: the data inputted by the Client, Authorised Users, or the Supplier on the Client's behalf in the course of accessing and using the Services and/or facilitating the Client’s use and/or access of the Services.
Normal Business Hours: 9.00 am to 6.00 pm local UK time, each Business Day.
Software: the software applications provided online by the Supplier as part of the Services.
Support Services Policy: the Supplier's policy for providing support in relation to the Services as made available at col8.info or such other website address as may be notified to the Client from time to time.
Supplier: Velresco Group Ltd as representatives supplying the services on offer via col8.info or such other website address as may be notified.
Virus: any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
- Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
- A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
- A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
- Words in the singular shall include the plural and vice versa.
- A reference to one gender shall include a reference to the other genders.
- A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
- The terms "Data Controller", "Data Processor", "Data Subject", "Personal Data" and "Processing" shall have the meaning given to those terms in the Data Protection Laws, and "Process" and "Processed" shall be construed accordingly.
- A reference to writing or written includes e-mail.
- The definitions and rules of interpretation in this clause apply in this agreement.
- The Authorised User undertakes that:
- they shall keep a secure password for their use of the Services and Documentation and that each Authorised User shall keep his password confidential and change said password as required to ensure it remains confidential;
- if any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
- The Authorised User and Guest User shall not access, store, distribute or transmit, any Viruses, or any
material during the course of its use of the Services that:
- is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- facilitates illegal activity;
- depicts sexually explicit images;
- promotes unlawful violence;
- is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
- is in a manner that is otherwise illegal or causes damage or injury to any person or property,
- The Authorised User and Guest User will not:
- except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; and
- except to the extent expressly permitted under this agreement: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; (iii) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; (iv) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit (except where the licence holder has purchased provision to do so), or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; or (v) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2.
- The Authorised User shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.
- The Authorised User undertakes that:
- The Authorised User should be aware that:
- planned maintenance may be carried out during the maintenance window of 00.00 am to 2.00 am UK time; and
- unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Client at least 6 Normal Business Hours’ notice in advance.
- The Authorised User should be aware that:
- The Client shall own all rights, title and interest in and to all of the Client Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Data.
- The Client and Authorised User and Guest User grants to the Supplier a non-exclusive, non-transferable, non-assignable, royalty-free licence to use the Client Data to the extent necessary for delivery of the Services.
- The Supplier shall follow its back-up procedures for Client Data as set out in its Back-Up Policy. In the event of any loss or damage to Client Data, the Client's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Client Data maintenance and back-up).
- Each Party shall comply with its respective obligations puruant to the Data Protection Laws.
AUTHORISED USER'S OBLIGATIONS
- The Authorised User shall:
- provide the Supplier with: (i) all necessary co-operation in relation to this agreement; and (ii) all necessary access to such information as may be required by the Supplier, in order to render the Services, including but not limited to User Data, security access information and configuration services;
- comply with all applicable laws and regulations with respect to its activities under this agreement;
- ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
- be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Authorised User's network connections or telecommunications links or caused by the internet.
- The Authorised User and Guest User acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Software, Services and the Documentation. Except as expressly stated herein, this agreement does not grant the Authorised User any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Software, Services or the Documentation.
- The Supplier confirms that it has all the rights in relation to the Software, Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
- Each party acknowledges and agrees for all purposes that all Marks associated with the other party or the other party’s services, products, literature, promotional materials or otherwise, whether or not registered, constitute the other party’s exclusive property.
- The Authorised User grants to the Supplier a non-exclusive, non-transferable, non-assignable, royalty-free licence to use those Marks of the Authorised User as necessary for delivery of the Services.
- The Supplier shall use such Marks solely for the purposes of performing its obligations under this agreement.
- All uses of the Authorised User's Marks by the Supplier, including all goodwill arising, shall accrue solely to the benefit of the Authorised User.
NO PARTNERSHIP OR AGENCY
- Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
GOVERNING LAW AND JURISDICTION
- This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.
- The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).