AGREEMENT TO TERMS
We are MetricsLed Ltd United Kingdom.
By registering for and using Contexium, you confirm that you
accept these terms of use and that you agree to comply with them. If you do not
agree to these terms, you must not use the Web Platform.
We may update these Term of Use from time-to-time by posting
a new version on the Web Platform. We will endeavour to notify you of changes
by email or via the Web Platform. Your continued use of the Web Platform will
be deemed acceptance of any amended Terms of Use. It is your obligation to
ensure that you have read, understood and agree to the most recent terms
notified to you or made available on the Web Platform.
1.
Definitions
Customer: means our customer, or the customer of any
reseller who has been appointed by us, who has paid for the use of the Web
Platform and authorised you as an individual user to use the Web Platform.
Data Controller: has the meaning defined in the Data
Protection Legislation.
Data Protection Legislation: means a) the General Data
Protection Regulation (EU) 2016/679 (GDPR) and any national implementing laws,
regulations and secondary legislation, as amended or updated from time to time,
in the UK; and b) any successor legislation to the GDPR or the Data Protection
Act 1998.
Input: means all materials that you contribute to the
Web Platform.
Intellectual Property Rights: means patents, utility
models, rights to inventions, copyright and neighbouring and related rights,
moral rights, trade marks and software marks, business names and domain names,
rights in get-up and trade dress, goodwill and the right to sue for passing off
or unfair competition, rights in designs, rights in computer software, database
rights, rights to use, and protect the confidentiality of, confidential
information (including know-how and trade secrets) and all other intellectual
property rights, in each case whether registered or unregistered and including
all applications and rights to apply for and be granted, renewals or extensions
of, and rights to claim priority from, such rights and all similar or
equivalent rights or forms of protection which subsist or will subsist now or
in the future in any part of the world.
We, our, us: refer to [Company Name].
Web Platform: means [Domain] and its
subdomains.
2.
Access and use
If you choose, or you are provided with, usernames,
passwords or any other information as part of our security procedures, you must
treat such information as confidential, keep it secure and not disclose it to
any other party.
You must immediately notify us of any unauthorised use of
your user names or passwords or any other breach of security. We may advise you
to reset your password and you must take all other actions that we reasonably
deem necessary to maintain or enhance the security of your access to the Web
Platform.
We have the right to disable any username or password,
whether chosen by you or allocated by us, at any time, if in our reasonable
opinion you have failed to comply with any of the provisions of these terms of
use.
If you know or suspect that anyone other than you knows your
username or password, you must promptly notify us at [email protected].
There may be certain tools or functionalities, such as
two-factor authentication, that you will be required to use in order to access
the Web Platform. If you choose not to utilise such tools or functionalities,
you may not be able to use the Web Platform.
3.
Changes to the Web Platform
We may update and change the Web Platform from time to time.
We will try to give you reasonable notice of any major changes, unless it is
not practicable to do so.
4.
Suspension and withdrawal
We do not guarantee that the Web Platform, or any content on
it, will always be available or be uninterrupted. We may suspend or withdraw or
restrict the availability of all or any part of the Web Platform for business
and operational reasons. We will try to give you reasonable notice of any
suspension or withdrawal.
5.
Use of material on the Web Platform
All intellectual property rights in the Web Platform and the
material published on it are owned by MetricsLed. Those works are protected by
copyright laws and treaties around the world. All such rights are reserved.
Users of the Web Platform have no Intellectual Property Rights in the Web
Platform.
You must not copy or make use of our logos or trademarks or
the logos or trademarks of others displayed on the Web Platform without prior
written consent.
You may only download copies of documents relevant to you
from the Web Platform. These include documents you have uploaded to the web
platform, documents uploaded to the Web Platform at your request, and documents
and materials created as a result of your use of the Web Platform.
You must not use any screenshots, illustrations,
photographs, video or audio sequences or any graphics separately from any
accompanying text without our explicit written approval.
You must not attempt to modify, copy, adapt, reproduce,
disassemble, decompile or reverse engineer any computer programs used to
deliver the Web Platform.
You must not attempt to gain unauthorised access to any
materials other than those to which you have been granted permission to access.
You must not attempt to gain unauthorised access to the computer system on
which the Web Platform is hosted or backed-up.
You must not use, or misuse, the Web Platform in any way
that may impair the functionality of the Web Platform or other systems used to
deliver the Web Platform or impair the ability of any other user to use the Web
Platform or other systems associated with it.
You must not use any part of the content on the Web Platform
for commercial purposes without obtaining a licence to do so from us.
If you print off, copy or download any part of the Web
Platform in breach of these terms of use, your right to use the Web Platform
will cease immediately and you must, at our option, return or destroy any
copies of the materials you have made.
Our status (and that of any identified contributors) as the
authors of content on the Web Platform must always be acknowledged.
6.
Information on the Web Platform
We make reasonable efforts to update the information on the
Web Platform, but we make no representations, warranties or guarantees, whether
express or implied, that the content on the Web Platform is accurate, complete
or up to date.
The content on the Web Platform, including any financial
information, is provided for general information and guidance only. It is not
intended to amount to advice on which you should rely. We recommend that you
obtain professional or specialist advice before taking, or refraining from, any
action based on the content on the Web Platform.
7.
Consent to Marketing Communications
By accepting these Terms and Conditions, you acknowledge that we may
contact you for marketing purposes if you have provided explicit consent. You
can manage your preferences or withdraw your consent by following the
instructions in our Privacy Policy.
8.
Our responsibility for loss or damage
suffered by you
The Web Platform is provided to you on an “as is” basis. We
do not warrant that your use of the Web Platform will be uninterrupted or
error-free. Among other things, the operation and availability of the website
used for accessing the Web Platform is reliant on communication facilities,
including public telephone services, computer networks and the Internet, which
can be unpredictable and from time to time may interfere with or prevent access
to the Web Platform or cause delays or delivery failures. We are not in any way
responsible for any such interference or prevention of your access to or use of
the Web Platform.
We are not responsible for any delays, delivery failures, or
any other loss or damage resulting from the transfer of data over
communications networks and facilities, including the Internet, and you
acknowledge that the Web Platform may be subject to limitations, delays and
other problems inherent in the use of such communications facilities.
We do not exclude or limit in any way our liability to you
where it would be unlawful to do so. This includes liability for death or
personal injury caused by our negligence or the negligence of our employees,
agents or subcontractors and for fraud or fraudulent misrepresentation.
We exclude all implied conditions, warranties,
representations or other terms that may apply to the Web Platform or any
content on it in so far as is permitted by law, including (without limitation)
warranties of merchantability and fitness for purpose.
We will not be liable to you for any loss or damage, whether
in contract, tort (including negligence), breach of statutory duty, or
otherwise, even if foreseeable, arising under or in connection with:
- use
of, or inability to use, the Web Platform; or
- use
of or reliance on any content displayed on the Web Platform.
We will not be liable for:
- loss
of profits, sales, business, or revenue;
- business
interruption;
- loss
of anticipated savings;
- loss
of business opportunity, goodwill or reputation; or
- any
indirect or consequential loss or damage.
9.
Uploading content to the Web Platform
Whenever you make use of the Web Platform, upload content to
the Web Platform, contact other users of the Web Platform or interact with the
Web Platform in any other way, you must comply with the standards set out in
8.1 and 8.2 below.
9.1. Prohibited
uses
You may use the Web Platform only for lawful purposes. You
may not use the Web Platform:
- in
any way that breaches any applicable local, national or international law
or regulation.
- in
any way that is unlawful, fraudulent or has any unlawful or fraudulent
purpose or effect.
- for
the purpose of harming or attempting to harm minors in any way.
- to
send, knowingly receive, upload, download, use or re-use any material
which does not comply with our content standards set out below.
- to
transmit, or procure the sending of, any unsolicited or unauthorised
advertising or promotional material or any other form of similar
solicitation (commonly referred to as spam).
- to
knowingly transmit any data, send or upload any material that contains
viruses, trojans, malware, worms, time-bombs, keystroke loggers, spyware,
adware or any other harmful programs or similar computer code designed to
adversely affect the operation of any computer software or hardware.
You also agree:
- not
to reproduce, duplicate, copy or re-sell any part of the Web Platform or
deliverable or output from the Web Platform.
- not
to access without authority, interfere with, damage or disrupt:
- any
part of the Web Platform
- any
equipment or network on which the Web Platform is stored;
- any
software used in the provision of the Web Platform; or
- any
equipment or network or software owned or used by any third party relating
to Web Platform.
If you breach any of these terms, we may take any or all the
following actions, at our sole discretion:
- terminate
your access to and use of the Web Platform and/or any other related
website;
- suspend
for as long as we deem necessary, your access to and use of the Web
Platform and/or any other related website;
- suspend
or terminate access to all or any data accessed by you on the Web
Platform.
9.2. Content
standards
These content standards apply to each part of any Input and
to any Input as a whole.
We will determine, in our sole discretion, whether any Input
breaches these content standards.
An Input must:
- be
accurate where it states facts.
- be
genuinely held where it states opinions.
- comply
with the law applicable in England and Wales and in any country from which
it is posted.
An Input must not:
- be
defamatory of any person or organisation.
- be
obscene, offensive, hateful or inflammatory.
- promote
sexually explicit material.
- promote
violence or acts of slavery or oppression.
- promote
discrimination based on race, sex, religion, nationality, disability,
sexual orientation or age.
- infringe
any copyright, database right or trade mark of any other person.
- be
likely to deceive any person or organisation.
- breach
any legal duty owed to a third party, such as a contractual duty or a duty
of confidence.
- promote
any illegal activity.
- be
in contempt of court.
- be
threatening, abuse or invade another’s privacy, or cause annoyance,
inconvenience or needless anxiety.
- be
likely to harass, upset, embarrass, alarm or annoy any other person.
- impersonate
any person or misrepresent your identity or affiliation with any person.
- give
the impression that the Input emanates from Touchstone Review Limited or
any of its agents, suppliers, contractors, employees or customers, if this
is not the case.
- advocate,
promote, incite any party to commit, or assist any unlawful or criminal
act such as (by way of example only) copyright infringement or computer
misuse.
- contain
a statement which you know or believe, or have reasonable grounds for
believing, that members of the public to whom the statement is, or is to
be, published are likely to understand as a direct or indirect
encouragement or other inducement to the commission, preparation or
instigation of acts of terrorism under any applicable law.
- contain
any advertising or promote any services or web links to other sites.
You warrant that any Input complies with the above
standards, and you will be liable to us and indemnify us for any breach of that
warranty. This means you will be responsible for any loss or damage we suffer
as a result of your breach of the content standards set out above.
You retain your ownership rights in any content you upload
to the Web Platform, but you agree we may use, store and copy that content and
distribute that content to third parties in so far as this is required for the
operation of the Web Platform.
We have the right to remove any Input you make on the Web
Platform if, in our opinion, your Input does not comply with these content
standards.
You are solely responsible for securing and backing up your
content and for ensuring that you have copies of your content for the purposes
of complying with any regulatory or other requirements.
10. Viruses
We use reasonable endeavours to protect against viruses and
malware on our systems and on the Web Platform, but we do not guarantee that
our systems or the Web Platform will be completely secure or free from bugs or
viruses.
You are responsible for configuring your information
technology, computer programmes and platform to access the Web Platform. You
should use your own virus protection software and ensure you run frequent scans
to protect your data and systems.
You must not misuse the Web Platform by knowingly
introducing viruses, trojans, malware, worms, logic bombs or other material
that is malicious or technologically harmful. You must not attempt to gain
unauthorised access to the Web Platform, the server on which the Web Platform
is stored, or any server, computer or database connected to the Web Platform.
You must not attack the Web Platform via a denial-of-service attack or a
distributed denial-of service attack.
Breaching these provisions constitutes a criminal offence
under the Computer Misuse Act 1990. We will report any such breach to the
relevant law enforcement authorities, and we will co-operate with those
authorities by disclosing your identity to them. In the event of such a breach,
your right to use the Web Platform will cease immediately.
11. Data
Protection
We maintain a Privacy Policy that sets out our obligations
in respect of your personal information. You should read that policy at
project.metricsled.com. You are taken to have accepted that policy when you
accept these terms of use.
The Customer is responsible for obtaining any consents
required from you in order to comply with the Data Protection Legislation and
we will not be liable for any failure by the Customer to obtain any such
consents. If you choose to withdraw any such consents given to the Customer for
whatever reason, you must contact the Customer and us immediately in order to
confirm your wish. We will cease using any personal data that is the subject of
such consents unless we can rely on another lawful basis for continuing to
process such data, such as in order to comply with a legal obligation. We will
inform you of any alternative basis on which we seek to rely in order to
continue processing such data.
12. Jurisdiction
The courts of England and Wales will have exclusive
jurisdiction to settle any dispute or claim arising out of or in connection
with these Terms of Use and their subject matter or formation (including
non-contractual disputes or claims) and you use of the Web Platform.
