Authorised Users: means your employees who are authorised by you to use the Software Services, as further described in clause 2.1.
Data: the data or information, in whatever form including images, still and moving, and sound recordings, the provision of which comprises the Software Services (wholly or in part).
Derived Data: any Data (wholly or in part) Manipulated to such a degree that it:
a) cannot be identified as originating or deriving directly from the Data or the Software Services and cannot be reverse-engineered such that it can be so identified; and
b) is not capable of use substantially as a substitute for the Data or the Software Services.
Initial Subscription Term: means the initial subscription term for the Software Services as set out in a Client Agreement.
Manipulate: to combine or aggregate the Data (wholly or in part) with other data or information or to adapt the Data (wholly or in part).
Manipulated Data: any Data which has been Manipulated. Manipulated Data includes any Derived Data.
Normal Business Hours: the period from 09:00 to 17:30 (UK time) on any day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
Sites: the list of your sites or departments set out in the relevant Client Agreement.
Software Services: access to our online platform services as more particularly described in the relevant Client Agreement (and includes a reference to any software forming or made available as part of such online platform services).
Subscription Term: mean the Initial Subscription Term together with any subsequent renewal periods.
Terms and Conditions: the terms and conditions which apply to the contract which you have entered into with us in relation to, amongst other things, the provision of the Software Services.
Virus: anything or device (including any software, code, file or programme) 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 programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme 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.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
Your Data: the data inputted by you, Authorised Users, or us on your behalf for the purpose of using the Software Services or facilitating your use of the Software Services.
2. User subscriptions
2.1 Subject to payment of the charges in accordance with the terms of the Contract, we grant you a non-exclusive, non-transferable right, without the right to grant sublicences, to permit your Authorised Users to use the Software Services during the Subscription Term solely for your internal business operations at the Sites.
2.3 In relation to the Authorised Users, you shall ensure that:
(a) the maximum number of Authorised Users that you authorise to access and use the Software Services shall not exceed the number of User Subscriptions you have purchased or been granted from time to time;
(b) you will not allow or permit any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Software Services;
(c) each Authorised User shall keep a secure password for their use of the Software Services, and each Authorised User shall keep their password confidential;
(e) if any of the audits referred to in clause 2.3(d) reveal shared accounts or increased accounts above the agreed limit, then without prejudice to our other rights, we may promptly disable such licenses and we shall not issue any new license to any such individual.
2.4 If any of the audits referred to in clause 2.3(d) reveal that you have:
(a) underpaid Subscription Fees to us; or
(b) exceeded the number of User Subscriptions you have purchased or have been granted from time to time to access and use the Software Services,
then without prejudice to our other rights, you shall pay to us an amount equal to such underpayment or additional User Subscriptions you have used (as applicable) as calculated in accordance with the prices set out in the Client Agreement within 30 business days of the date of the relevant audit.
2.5 Subject to clause 2.10, you shall not, and shall ensure that none of your Authorised Users shall, access, store, distribute or transmit any Viruses, or any material during the course of your use of the Software Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property;
and we reserve the right to disable your and any Authorised User's access to any material that breaches the provisions of this clause.
2.6 Unless permitted to do so by law, you shall not and you shall procure that none of your Authorised Users shall, do or attempt to do any of the following:
(a) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software Services (including any associated documentation) in any form or media or by any means, or attempt to do so;
(b) de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software Services;
(c) access all or any part of the Software Services (including any associated documentation) in order to build a product or service which competes with the Software Services;
(d) use the Software Services to provide services to third parties;
(e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software Services available to any third party except the Authorised Users;
(f) obtain, or assist third parties in obtaining, access to the Software Services, other than as provided under this clause 2; or
(g) introduce or permit the introduction of, any Virus or Vulnerability into our network and information systems.
2.7 You and each Authorised User shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software Services and, in the event of any such unauthorised access or use, promptly notify us.
2.8 If you or any Authorised User become aware of any misuse of any of our data or materials, or any security breach in connection with the Software Services that could compromise the security or integrity of our data or materials, or if you or any Authorised User learn or suspect that any security feature has been revealed to or obtained by any unauthorised person, you or any Authorised User shall promptly notify us and fully co-operate with us to remedy the issue as soon as reasonably practicable.
2.9 Your rights to use the Software Services are only granted to you and not to any of your group companies.
2.10 You shall not be deemed to be in breach of clause 2.5 if any Harmful Materials are accessed, stored, distributed or transmitted during the course of and to the extent that this is necessary for your receipt and use of the Services is as a result of or in relation to your receipt and use of our HR Services.
3. Additional user subscriptions
3.2 If you wish to purchase additional User Subscriptions, you shall notify us in writing and you shall pay us (in accordance with the terms of the Contract) the relevant Subscription Fees for such additional User Subscriptions as set out in the Client Agreement within 30 days of the date of our invoice. If you purchase additional User Subscriptions part way through the Initial Subscription Term or any renewal period (as applicable), such fees shall be pro-rated from the date of activation by us for the remainder of the Initial Subscription Term or then current renewal period (as applicable).
4. Software Services
4.2 We shall use reasonable endeavours to make the Software Services available 24 hours a day, seven days a week, except for:
(a) planned maintenance performed outside of Normal Business Hours; and
(b) unscheduled maintenance in which case we shall (where reasonably practicable) give you at least 6 hours' notice in advance unless there is an emergency which cannot be notified in advance.
4.3 We will, as part of the Software Services provide you with our standard customer support services during Normal Business Hours.
5. Your data
5.1 You shall own all right, title and interest in and to all of Your Data that is personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Data.
6. Our obligations
6.2 We do not warrant that:
(a) your use of the Software Services will be uninterrupted or error-free; or
(b) that the Software Services and/or the information obtained by you through the Software Services will meet your requirements; or
(c) the Software Services will be free from Vulnerabilities; or
(d) the Software Services will comply with any specific cybersecurity requirements that you may have.
6.3 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 Software Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6.4 Subject to clause 6(a) of the Terms and Conditions:
(a) this platform and the information and services available on it is delivered “as is” without warranty of any kind;
(b) we do not warrant or represent that the Software Services will be delivered free of any inaccuracies, interruptions, delays, omissions or errors (“Faults”), or that all Faults will be corrected, and we shall not be liable for any loss, damage or cost resulting from any such Faults;
(c) you assume sole responsibility and entire risk as to the suitability and results obtained from use of the Software Service, and any decisions made or actions taken based on the information contained in or generated by the Software Services; and
(d) you are solely responsible for the preparation, content, accuracy and review of any documents, data, or output prepared or resulting from the use of the Software Services.
6.5 You understand that we are a provider of information (including opinions) for general information purposes only and do not provide compliance, risk management, legal or other professional advice (unless expressly stated in a Client Agreement). Some information may contain the opinions of third parties, and we are not responsible for these opinions. We are not responsible for any loss, damage or cost resulting from any decisions taken by you that is made in reliance on the Software Services, including legal, compliance and/or risk management decisions. You agree that you use the Software Services at your own risk in these respects.
7. Term and termination
8.1 You grant to us and our group companies a non-exclusive, non-transferable, revocable, worldwide royalty free license to:
(a) access, view and Manipulate Data and create Derived Data for analysis, aggregation and to act upon;
(b) store the Data and Manipulated Data on your network and system in your interests; and
(c) distribute the Data and Manipulated Data to Authorised Users on your network and system using the Software Services or via email.
9.1 You shall defend, indemnify and hold us harmless against all liabilities, costs, expenses, damages and losses arising out of or in connection with your use of the Software Services.
(a) we are given prompt notice of any such claim;
(b) you provide reasonable co-operation to us in the defence and settlement of such claim; and
(c) we are given sole authority to defend or settle the claim.
9.4 In no event shall we be liable to you to the extent that the alleged infringement is based on:
(a) a modification of the Software Services by anyone other than us; or
(b) your or any Authorised Users' use of the Software Services in a manner contrary to the instructions given to us; or
(c) your or any Authorised Users' use of the Software Services after notice of the alleged or actual infringement from us or any appropriate authority.
9.5 Other than as set out in the Contract, clauses 9.2 to 9.4 (inclusive) states your sole and exclusive rights and remedies, and our entire obligations and liability, for infringement of any third party intellectual property rights.