Terms and Conditions

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BECAUSE THE PROVISION OF THE SERVICES SHALL BE GOVERNED BY THESE TERMS AND CONDITIONS AND THEY CONSTITUTE A BINDING AGREEMENT BETWEEN THE CUSTOMER ACCESSING THE SERVICE AND THE PROVIDER. BY ACCESSING THE SERVICES, OR BY USING THE SERVICE IN ANY RESPECT, THE CUSTOMER SIGNIFIES THE ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT USE OR ACCESS THE SERVICE.  

1.        Definitions

1.1        Except to the extent expressly provided otherwise, in these Terms and Conditions:

"Account" means an account enabling a person to access and use the Services;

"Affiliate" means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;

"Agreement" means a contract between the parties incorporating these Terms and Conditions, and any amendments to that contract from time to time;

"Authorised User" means any Customer’s employees, agents, contractors, end-users and any other third party who may access or use the Service on the Customer’s behalf, or with the Customer’s permission;

"Business Day" means any weekday other than a bank or public holiday in England;

"Business Hours" means the hours of 09:00 to 17:00 GMT/BST on a Business Day;

"Change" means any change to the scope of the Services or to the Agreement;

"Charges" means the amounts specified in Services Order Form;

"Control" means the legal power to control (directly or indirectly) the management of an entity (and "Controlled" should be construed accordingly);

"Customer" means the person or entity identified as such in the Services Order Form;

"Confidential Information" means any information disclosed by one party to the other (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as "confidential" or should have been reasonably understood by the other party to be confidential;

"Customer Data" means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Services by the Customer;

"Customer Personal Data" means Personal Data that is processed by the Provider on behalf of the Customer in relation to the Agreement;

"Documentation" means the documentation for the Services produced by the Provider and made available by the Provider to the Customer;

"Effective Date" means the date upon which the Customer completed and submitted the online Services Order Form published by the Provider on the Provider's website;

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

"Permitted Purpose" means the setting up of an account to provide access to the Services and facilitate payments from the Customer to the Provider;

"Personal Data" has the meaning given to it in the Data Protection Act 1998;

"Platform" means the platform managed by the Provider and used by the Provider to provide the Services, including the application and database software for the Services, the system and server software used to provide the Services, and the computer hardware on which that application, database, system and server software is installed;

"Provider" means Inviqa UK Limited, a company incorporated in England and Wales (registration number 6278367 having its principal place of business at Castlewood House, 77-91 New Oxford Street, London, WC1A 1DG;

"Services" means the services as described on the Platform that the Customer has subscribed to receive or any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under these Terms and Conditions;

"Services Order Form" means an online order form published on the Platform by the Provider and completed and submitted by the Customer, or a hard-copy order form signed or otherwise agreed by or on behalf of each party, in each case incorporating these Terms and Conditions by reference;

"Term" means the term of the Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

"Terms and Conditions" means all the documentation containing the provisions of the Agreement, namely the Services Order Form, the main body of these Terms and Conditions and the Schedules, including any amendments to that documentation from time to time;

"Update" means a hotfix, patch or minor version update to any Platform software; and

"Upgrade" means a major version upgrade of any Platform software.

2.        Term

2.1        The Agreement shall come into force upon the Effective Date.

2.2        The Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 14.

3.        Services

3.1        The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Services for the internal business purposes of the Customer in accordance with the Documentation during the Term.

3.3        The licence granted by the Provider to the Customer under Clause 3.1 is subject to the following limitations:

(a)        the Services may only be used by the officers, employees, agents and subcontractors of either the Customer or an Affiliate of the Customer;

(b)        the Services must not be used at any point in time by more than the number of concurrent users specified in the Services Order Form.

3.4        Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 is subject to the following prohibitions:

(a)        the Customer must not sub-license its right to access and use the Services;

(b)        the Customer must not permit any unauthorised person to access or use the Services;

(c)        the Customer must not republish or redistribute any content or material from the Services; and

(d)        the Customer must not make any alteration to the Platform, except as permitted by the Documentation.

3.5        The Customer shall use reasonable endeavours, including reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Services using an Account.

3.7        The Customer must comply with Schedule 1 (Acceptable Use Policy), and must ensure that all persons using the Services with the authority of the Customer or by means of an Account comply with Schedule 1 (Acceptable Use Policy).

3.8        The Customer must not use the Services in any way that causes, or may cause, damage to the Services or Platform or impairment of the availability or accessibility of the Services.

3.9        The Customer must not use the Services:

(a)        in any way that is unlawful, illegal, fraudulent or harmful; or

(b)        in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

3.10        For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.

3.11        The Customer acknowledges that the Provider may Update, Upgrade or c
Change the Platform or the Services without notice to the Customer.

4.        Customer Data

4.1        The Customer hereby grants to the Provider a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under the Agreement, together with the right to sub-license these rights to its hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under the Agreement.

4.2        The Customer warrants to the Provider that the Customer Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

5.        No assignment of Intellectual Property Rights

5.1        Except for the Customer Data, all rights, title and interest in and to the Service and the Platform, including any intellectual property rights, whether registered or not, and any goodwill associated therewith, are owned by, or licensed to the Provider. Unless as expressly provided, these Terms do not grant you any rights to patents, copyrights, trademarks (whether registered or unregistered), trade names, trade secrets, domain names or any other rights, functions or licenses with respect to the Service and you may not use the Service for any other purpose without the Provider’s prior, express written authorisation.

5.2        Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.

6.        Charges

6.1        The Customer shall pay the Charges to the Provider in accordance with these Terms and Conditions.

6.2        All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Provider.

6.3        The Provider may elect to vary any element of the Charges by giving to the Customer not less than 30 days' written notice of the variation.

7.        Payments

7.1        The Customer must pay the Charges by one of the methods available on the Platform.

7.2        If the Customer does not pay any amount properly due to the Provider under these Terms and Conditions, the Provider may:

(a)        restrict the Customer access to the Services; and/or

(b)        terminate this Agreement.

8.        Confidentiality

8.1        In respect to the Confidential Information of the other party, each party must:

(a)        keep the Confidential Information strictly confidential;

(b)        not disclose the Confidential Information to any person without the prior written consent of the other party, and then only under the same conditions of confidentiality no less onerous than those contained in these Terms and Conditions;

(c)        use the same degree of care to protect the confidentiality of the Confidential Information as it uses to protect its own confidential information of a similar nature, being at least a reasonable degree of care;

(d)        act in good faith at all times in relation to the Confidential Information; and

(e)        not use any of the Confidential Information for any purpose other than the Permitted Purpose.

8.2        Notwithstanding Clause 8.1, each party may disclose the Confidential Information to its officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information for the performance of their work with respect to the Permitted Purpose and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information.

8.3        This Clause 8 imposes no obligations upon each party with respect to Confidential Information that:

(a)        is known to the receiving party before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;

(b)        is or becomes publicly known through no act or default of the other party; or

(c)        is obtained by the other party from a third party in circumstances where the receiving has no reason to believe that there has been a breach of an obligation of confidentiality.

8.4        The restrictions in this Clause 8 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Provider on any recognised stock exchange.

8.5        The provisions of this Clause 8 shall continue in force for a period of 3 years following the termination of the Agreement, at the end of which period they will cease to have effect.

9.        Data protection

9.1        The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with these Terms and Conditions, and that the processing of that Personal Data by the Provider for the Permitted Purpose in accordance with these Terms and Conditions will not breach any applicable data protection or data privacy laws (including the Data Protection Act 1998).

9.2        The Provider warrants to the Customer that:

(a)        it will act only on instructions from the Customer in relation to the processing of Customer Personal Data;

(b)        it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of Customer Personal Data and against loss or corruption of Customer Personal Data;

(c)        it will only process the Customer Personal Data for the purposes of performing its obligations and exercising its rights under the Agreement;

(d)        it will process the Customer Personal Data in compliance with all applicable laws; and

9.3        The Provider shall notify the Customer as soon as practicable if:

(a)        any of the Customer Personal Data is lost or destroyed, or becomes damaged, corrupted or unusable;

(b)        the Provider receives any complaint or regulatory notice which relates to the processing of any of the Customer Personal Data; or

(c)        the Provider receives a request from a data subject for access to any of the Customer Personal Data.

9.4        The Provider shall co-operate with the Customer in relation to:

(a)        any request from the Customer to amend or delete any of the Customer Personal Data;

(b)        any complaint or regulatory notification relating to the processing of any of the Customer Personal Data; and

(c)        any request from a data subject for access to any of the Customer Personal Data,

        at the Provider's own cost and expense.

9.5        The Provider shall ensure that access to the Customer Personal Data is limited to those Provider personnel who have a reasonable need to access the Customer Personal Data to enable the Provider to perform its duties under the Agreement; any access to the Customer Personal Data must be limited to such part or parts of the Customer Personal Data as are strictly necessary.

9.6        The Provider shall take reasonable steps to ensure the reliability of any Provider personnel who have access to the Customer Personal Data. Without prejudice to this general obligation, the Provider shall ensure that all relevant Provider personnel are informed of the confidential nature of the Customer Personal Data, have undertaken training in the laws relating to handling Personal Data, and are aware of the Provider's duties in respect of that Personal Data.

10.        Warranties

10.1        Each party warrants to the other that it has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions and that it will comply with all applicable legal and regulatory requirements applying to the exercise of its rights and the fulfilment of its  obligations under these Terms and Conditions.

11.        Acknowledgements and warranty limitations

11.1        THE CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICE IS PROVIDED FOR USE "AS IS", WITHOUT ANY WARRANTIES OF ACCURACY, RELIABILITY, LIKELY-RESULT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR IT BEING UP-TO-DATE. THE PROVIDER DOES NOT WARRANT OR REPRESENT THAT THE SERVICES OR THE USE OF THE SERVICES BY THE CUSTOMER WILL NOT GIVE RISE TO ANY LEGAL LIABILITY ON THE PART OF THE CUSTOMER OR ANY OTHER PERSON. USE OF THE SERVICE IS AT THE CUSTOMER’S SOLE AND EXCLUSIVE RISK.

11.2        TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PROVIDER AND ITS AFFILIATES EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE SERVICE, THE ACCURACY, RELIABILITY, ADEQUACY OR COMPLETENESS OF THE SERVICE OR ANY OTHER MATERIAL PROVIDED BY ANY LINK TO ANOTHER WEBSITE OR SERVICE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, LIKELY-RESULT, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE SERVICE WHETHER MADE BY THE PROVIDER AND ITS AFFILIATE'S EMPLOYEES OR OTHERWISE, WHICH IS NOT CONTAINED IN THESE TERMS, WILL BE DEEMED TO BE A WARRANTY OF ITS AFFILIATES OR THE PROVIDER FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF THE PROVIDER WHATSOEVER.

11.3        All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

12.        Indemnities

12.1        The Customer shall indemnify and shall keep indemnified the Provider, the Provider’s Affiliates and the Provider’s or Provider’s Affiliate’s employees, directors, shareholders, advisers or anyone acting on behalf of the Provider  against any and all liabilities, damages, losses, costs and expenses (including legal fees, expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Provider and arising directly or indirectly as a result of any breach by the Customer of these Terms and Conditions or unlawful or tortuous action or inaction with respect to the Service by the Customer or by anyone on the Customer’s behalf. 

12.2        The indemnity protection set out in this Clause 12 shall not be subject to the limitations and exclusions of liability set out in the Agreement.

13.        Limitations and exclusions of liability

13.1        Nothing in these Terms and Conditions will limit any liabilities in any way that is not permitted under applicable law, or exclude any liabilities that may not be excluded under applicable law.

13.2        The limitations and exclusions of liability set out in this Clause 13 and elsewhere in these Terms and Conditions are subject to Clause 13.1 and govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

13.3        THE PROVIDER, THE PROVIDER’S AFFILIATES AND THE PROVIDER’S OR PROVIDER’S AFFILIATE’S EMPLOYEES, DIRECTORS, SHAREHOLDERS, ADVISERS OR ANYONE ACTING ON BEHALF OF THE PROVIDER SHALL NOT BE LIABLE TO THE CUSTOMER OR ANY OTHER PERSON IN RESPECT TO THE SERVICE'S PROPERTIES, STATED ABILITIES, LIMITATIONS, FUNCTION OR FITNESS TO CUSTOMER’S NEEDS, OR WITH RESPECT TO ANY CONTENT AVAILABLE ON THE SERVICE, THAT THE CUSTOMER OR ANY OTHER PERSON MAY RELY ON.

13.4        THE PROVIDER, THE PROVIDER’S AFFILIATES AND THE PROVIDER’S OR PROVIDER’S AFFILIATE’S EMPLOYEES, DIRECTORS, SHAREHOLDERS, ADVISERS OR ANYONE ACTING ON BEHALF OF THE PROVIDER, SHALL NOT BE LIABLE TO THE CUSTOMER OR ANY OTHER PARTY IN RESPECT OF (AND IN EACH CASE WHETHER DIRECT OR INDIRECT), ANY LOSS OF PROFITS OR ANTICIPATED SAVINGS, ANY LOSS OF REVENUE OR INCOME, ANY LOSS OF USE OR PRODUCTION, ANY LOSS OF BUSINESS, CONTRACTS OR OPPORTUNITIES, ANY LOSS OR CORRUPTION OF ANY DATA, DATABASE OR SOFTWARE, OR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE, OR ANY OTHER DAMAGE, COST, PAYMENTS OR EXPENSE (INCLUDING ANY LEGAL FEES), EITHER IN TORT, CONTRACTUAL, OR IN ANY OTHER FORM OF LIABILITY, ARISING FROM, OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE THE SERVICE, OR FROM ANY FAILURE, ERROR, OR BREAKDOWN IN THE FUNCTION OF THE SERVICE, OR FROM ANY FAULT OR ERROR MADE BY THE PROVIDER’S STAFF OR ANYONE ACTING ON THE PROVIDER’S BEHALF, OR FROM CUSTOMER OR CUSTOMER’S AUTHORISED USER’S RELIANCE ON THE CONTENT OR ON MATERIAL ORIGINATING FROM THIRD PARTIES, OR FROM ANY COMMUNICATION WITH THE PROVIDER OR WITH OTHER PARTY IN CONNECTION WITH THE SERVICE – WHETHER OR NOT THE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, LOSS, COSTS, EXPENSES OR PAYMENTS

13.5        Without in any way derogating clauses 13.3 and 13.4, the total liability of the Provider and its Affiliates to the Customer in contract, tort, negligence, pre-contract or other representations or otherwise arising out of, or in connection with this Agreement or the performance or observance of its obligations under this agreement, and every applicable part of them, shall not exceed the total amount paid by the Customer to the Provider under the Agreement in the 3 months preceding any such event leading to a loss or damage first occurred.

14.        Termination

14.1        Either party may terminate the Agreement by giving to the other party not less than 30 days' written notice of termination.

14.2        Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

(a)        the other party commits a material breach of the Agreement, and the breach is not remediable;

(b)        the other party commits a material breach of the Agreement, and the breach is remediable but the other party fails to remedy the breach within the period of 14 days following the giving of a written notice to the other party requiring the breach to be remedied; or

(c)        the other party persistently breaches the Agreement (irrespective of whether such breaches collectively constitute a material breach).

14.3        Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

(a)        the other party:

(i)        is dissolved;

(ii)        ceases to conduct all (or substantially all) of its business;

(iii)        is or becomes unable to pay its debts as they fall due;

(iv)        is or becomes insolvent or is declared insolvent; or

(v)        convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b)        an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c)        an order is made for the winding up of the other party, or the other party passes a resolution for its winding up; or

(d)        if that other party is an individual:

(i)        that other party dies;

(ii)        as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

(iii)        that other party is the subject of a bankruptcy petition or order.

14.4        The Provider may terminate the Agreement immediately by giving written notice to the Customer if any amount due to be paid by the Customer to the Provider under the Agreement is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given.

15.        Effects of termination

15.1        Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 7.1, 7.2, 8, 12, 13, 15, 17, 18, 19, 20, 21, 22, 23 and 24.

15.2        Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Agreement shall not affect the accrued rights of either party.

15.3        Within 14 days following the termination of the Agreement for any reason:

(a)        the Customer must pay to the Provider any Charges in respect of Services provided to the Customer before the termination of the Agreement; and

(b)        the Provider must refund to the Customer any Charges paid by the Customer to the Provider in respect of Services that were to be provided to the Customer after the termination of the Agreement,

        without prejudice to the parties' other legal rights.

16.        Notices

16.1        Any notice given under these Terms and Conditions must be in writing, whether or not described as "written notice" in these Terms and Conditions.

16.2        Any notice given by either party under these Terms and Conditions must be sent by email or via the Platform using the relevant contact details set out in the Services Order Form.

16.4        The addressee and contact details set out in the Services Order Form may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 16.

16.5        A notice will be deemed to have been received at the relevant time set out below or, where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below:

(a)        in the case of notices sent by email, at the time of the sending of the email (providing that the sending party retains written evidence that the email has been sent); and

(b)        in the case of notices submitted using an online contractual notification facility, upon the submission of the notice form.

17.        Assignment

17.1        The Customer hereby agrees that the Provider may assign, transfer or otherwise deal with the Provider's contractual rights and obligations under these Terms and Conditions to any Affiliate of the Provider or to any successor to all or a substantial part of the business of the Provider from time to time.

17.2        The Customer must not assign, transfer or otherwise deal with the Customer's contractual rights and/or obligations under these Terms and Conditions without the prior written consent of the Provider.

18.        No waivers

18.1        No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.

18.2        No waiver of any breach of any provision of the Agreement shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of the Agreement.

19.        Severability

19.1        If a provision of these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

19.2        If any unlawful and/or unenforceable provision of these Terms and Conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

20.        Third party rights

20.1        The Agreement is for the benefit of the parties, and is not intended to benefit or be enforceable by any third party.

20.2        The exercise of the parties' rights under the Agreement is not subject to the consent of any third party.

21.        Variation

21.1        The Agreement may be varied by the Provider by means of a written notification to the Customer.

22.        Entire agreement

22.1        The Services Order Form, the main body of these Terms and Conditions and the Schedules shall constitute the entire agreement between the parties in relation to the subject matter of the Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

22.2        Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.

22.3        The provisions of this Clause 22 are subject to Clause 13.1.

23.        Law and jurisdiction

23.1        These Terms and Conditions shall be governed by and construed in accordance with English law.

23.2        Any disputes relating to the Agreement shall be subject to the exclusive jurisdiction of the courts of England.

24.        Interpretation

24.1        In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:

(a)        that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b)        any subordinate legislation made under that statute or statutory provision.

24.2        The Clause headings do not affect the interpretation of these Terms and Conditions.

24.3        References in these Terms and Conditions to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.

24.4        In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.


Schedule 1 (Acceptable Use Policy)

1.        Introduction

1.1        This acceptable use policy (the "Policy") sets out the rules governing:

(a)        the use of https://continuouspipe.io/ any successor website, and the services available on that website or any successor website (the "Services"); and

(b)        the transmission, storage and processing of content by you, or by any person on your behalf, using the Services ("Content").

1.2        References in this Policy to "you" are to any Customer for the Services and any individual user of the Services (and "your" should be construed accordingly); and references in this Policy to "us" are to the Provider (and "we" and "our" should be construed accordingly).

1.3        By using the Services, you agree to the rules set out in this Policy.

1.4        We will ask for your express agreement to the terms of this Policy before [you upload or submit any Content or otherwise use the Services].

2.        General usage rules

2.1        You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.

2.2        You must not use the Services:

(a)        in any way that is unlawful, illegal, fraudulent or harmful; or

(b)        in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

2.3        You must ensure that all Content complies with the provisions of this Policy.

3.        Unlawful Content

3.1        Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

3.2        Content, and the use of Content by us in any manner licensed or otherwise authorised by you, must not:

(a)        be libellous or maliciously false;

(b)        be obscene or indecent;

(c)        infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;

(d)        infringe any right of confidence, right of privacy or right under data protection legislation;

(e)        constitute negligent advice or contain any negligent statement;

(f)        constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;

(g)        be in contempt of any court, or in breach of any court order;

(h)        constitute a breach of racial or religious hatred or discrimination legislation;

(j)        constitute a breach of official secrets legislation; or

(k)        constitute a breach of any contractual obligation owed to any person.

3.3        You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.

4.        Graphic material

4.1        Content must be appropriate for all persons who have access to or are likely to access the Content in question, and in particular for children.

4.2        Content must not depict violence in an explicit, graphic or gratuitous manner.

4.3        Content must not be pornographic or sexually explicit.

5.        Factual accuracy

5.1        Content must not be untrue, false, inaccurate or misleading.

5.2        Statements of fact contained in Content and relating to persons (legal or natural) must be true[; and statements of opinion contained in Content and relating to persons (legal or natural) must be reasonable, be honestly held and indicate the basis of the opinion].

6.        Negligent advice

6.1        Content must not consist of or contain any [legal, financial, investment, taxation, accountancy, medical or other professional] advice, and you must not use the Services to provide any [legal, financial, investment, taxation, accountancy, medical or other professional] advisory services.

6.2        Content must not consist of or contain any advice, instructions or other information that may be acted upon and could, if acted upon, cause death, illness or personal injury, damage to property, or any other loss or damage.

7.        Etiquette

7.1        Content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet.

7.2        Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory.

7.3        Content must not be liable to cause annoyance, inconvenience or needless anxiety.

7.4        You must not use the Services to send any hostile communication or any communication intended to insult, including such communications directed at a particular person or group of people.

7.5        You must not use the Services for the purpose of deliberately upsetting or offending others.

7.6        You must not unnecessarily flood the Services with material relating to a particular subject or subject area, whether alone or in conjunction with others.

7.7        You must ensure that Content does not duplicate other content available through the Services.

7.8        You must ensure that Content is appropriately categorised.

7.9        You should use appropriate and informative titles for all Content.

7.10        You must at all times be courteous and polite to other users of the Services.

8.        Marketing and spam

8.1        You must not without our written permission use the Services for any purpose relating to the marketing, advertising, promotion, sale or supply of any product, service or commercial offering.

8.2        Content must not constitute or contain spam, and you must not use the Services to store or transmit spam - which for these purposes shall include all unlawful marketing communications and unsolicited commercial communications.

8.3        You must not send any spam or other marketing communications to any person using any email address  or other contact details made available through the Services or that you find using the Services.

8.4        You must not use the Services to promote or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, "get rich quick" schemes or similar letters, schemes or programs.

9.        Monitoring

9.1        You acknowledge that we do not actively monitor the Content but we may monitor the use of the Services.

10.        Data mining

10.1        You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.

11.        Hyperlinks

11.1        You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.

12.        Harmful software

12.1        The Content must not contain or consist of, and you must not promote or distribute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.

12.2        The Content must not contain or consist of, and you must not promote or distribute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.

© Inviqa UK Ltd         Continuous Pipe - Terms and Conditions        v1.0 - March 2017