Resilico Connect Terms and Conditions

IMPORTANT NOTICE

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY

THESE TERMS AND CONDITIONS SET OUT YOUR RIGHTS AND/OR OBLIGATIONS IN RELATION TO THE SOFTWARE AND/OR ANY OF THE SERVICES AND CREATE A LEGAL AGREEMENT BETWEEN YOU (“USER” OR “YOU”) AND RESILIENT PLANIT LTD OF UNIT 5 SABA PARK, 14 BALLOO AVENUE, BANGOR, NORTHERN IRELAND, BT19 7QT (“WE, US or OUR”).

WE LICENSE THE USE OF THE ‘RESILICO CONNECT APPLICATION’ (“the APPLICATION”’) TO YOU ON THE BASIS OF THESE TERMS & CONDITIONS. WE REMAIN OWNERS OF THE APPLICATION AT ALL TIMES.

THE APPLICATION REQUIRES iOS 14 OR LATER, OR ANDROID 9.

YOU MUST BE AT LEAST 13 YEARS OF AGE TO USE OUR APPLICATION; BY USING OUR APPLICATION OR AGREEING TO THESE TERMS AND CONDITIONS, YOU WARRANT AND REPRESENT TO US THAT YOU ARE AT LEAST 13 YEARS OF AGE.

Definitions

In these Terms & Conditions, except to the extent expressly provided otherwise:

“Application Services” means the services that are made available to You via the Application and Platform;

“App Store” means the online sales and distribution platform operated by a third party by means of which the User obtained the Software;

“App Store Terms and Conditions” means the terms and conditions of the App Store that set out any rights and/or obligations of the User in relation to the Software and/or any of the Services;

“Effective Date” means the date upon which the User downloads the Software and has accepted these Terms & Conditions;

“EULA” means the end user licence agreement contained within these Terms & Conditions, including any amendments to the end user licence agreement from time to time;

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

“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);

“Maintenance Services” means the supply to the User of Updates and Upgrades for the Software;

“Organisational User” means a User required to use the Application as provided by their organisation in the course of its normal business operations;

“Platform” means Our platform to provide the Application Services, including the application and database software for the Application Services, the system and server software used to provide the Application Services, and the computer hardware on which that application, database, system and server software is installed;

“Services” means any services that We provide to the User under these Terms & Conditions;

“Software” means the software used to create the Application Services;

“Source Code” means the Software code in human-readable form or any part of the Software code in human-readable form, including code compiled to create the Software or decompiled from the Software, but excluding interpreted code comprised in the Software;

“Support Services” means support in relation to the use of the Application Services and the identification and resolution of errors in the Software;

“Term” means the term of these Terms & Conditions, commencing in accordance with Clause 2.1 and ending in accordance with Clause 23;

“Update” means a hotfix, patch or minor version update to the Software;

“Upgrade” means a major version upgrade of the Software; and

“User Data” means all data, works and materials (including without limitation text, graphics or images) uploaded to or stored on the Platform by the User; transmitted by the Platform at the User’s instigation; supplied by the User to Us for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the User’s use of the Application Services (but excluding analytics data relating to the use of the Application Services, Platform and server log files).

Term

These Terms & Conditions shall come into force upon the Effective Date and shall continue in force subject to termination in accordance with Clause 23, or any other provision of these Terms & Conditions.
We may change these Terms & Conditions at any time, notifying the User of a change when they next start the Application. The new Terms & Conditions may be displayed on-screen and the User may be required to read and accept them to continue the use of the Services.

App Stores

These Terms & Conditions are between Us and the User. We are solely responsible for the Application and any content produced on it.
You acknowledge that, in addition to these Terms & Conditions, the App Store terms and conditions shall apply to the use of the Application and the other matters contemplated in these Terms & Conditions.
Those provisions of the App Store Terms and Conditions that impose obligations and/or liabilities on the User in relation to the Software and/or the Services, excluding those relating to payments, are hereby incorporated into these Terms & Conditions for Our benefit, and as such shall be enforceable by Us against the User.
In the event of any conflict between these Terms & Conditions and the App Store Terms and Conditions, the provisions of the former take precedence.
You acknowledge that the operator of the App Store has rights under the App Store Terms and Conditions which may affect the exercise of the User’s rights under these Terms & Conditions. Subject to Clause 21.1, We will not be in breach of these Terms & Conditions as a result of, and will not be liable to You in respect of any loss or damage arising out of, the operator’s exercise of its rights under the App Store Terms and Conditions.

Rights to use our Application Services

Users may access our Application Services using a compatible mobile device by means of a registered account, subject to the other provisions of these Terms & Conditions. Users should check with their mobile or internet service provider for details of data and internet usage charges. You accept responsibility in accordance with these Terms & Conditions for the use of the Application Services or any Services on or in relation to any device, whether or not it is owned by You.
The User may only use the Application Services for their personal purposes, or the purposes of the organisation the User works for if the User is an Organisational User, the User must not use the Application Services for any other purposes.
We reserve the right to restrict access to Our Application Services at Our discretion; Users must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on Our Application Services.
Users may register for an account for Our Application Services by supplying their name and email address when first using the Application. Where the User is an Organisational User, the organisation is responsible for registering the User’s name and email address.
The User must ensure that all the information the User supplies to Us in relation to Our Application services, is true, accurate, current, complete and non-misleading.

Cancellation and suspension of services

If You fail, or We suspect that You have failed, to comply with any of the provisions of these Terms & Conditions, We may suspend or cancel User access to Our Application Services at any time in Our sole discretion, with or without notice or explanation.
We further reserve the right to modify, suspend or discontinue the Services (or any part thereof) at any time with or without notice to Users, and We will not be liable to a User or to any third party should it exercise such rights. To the extent possible, We will warn the User in advance of any modification, suspension or discontinuance of the Services.

EULA

In consideration of the User agreeing to abide by these Terms & Conditions, We, (the “Licensor”) grant the User from the date of supply of the Application, a non-exclusive and non-transferable licence to use the Software on no more than three compatible devices, subject to the limitations and prohibitions set out and referred to in this Clause 6.
The User may not sub-license and must not purport to sub-license any rights granted under Clause 6.1. save to the extent expressly provided otherwise in these Terms & Conditions.
Save to the extent expressly permitted by these Terms & Conditions or required by applicable law on a non-excludable basis, any licence granted under this Clause 6 shall be subject to the following prohibitions, the User must not;
- sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the Application or Software;
- alter, edit or adapt the Application or Software;
- decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer, the Application or Software; and
- make alterations to, or modifications of, the whole or any part of the Application or Software, or permit the Application or any part of it to be combined with, or become incorporated in, any other programs.

Source Code

Nothing in these Terms & Conditions shall give the User or any other person any right to access or use the Source Code or constitute any licence of the Source Code.

Application Services

We grant the User a non-exclusive and non-transferable licence to use the Application Services for personal or internal business purposes during the Term.
Except to the extent expressly permitted in these Terms & Conditions or required by law on a non-excludable basis, the licence granted by Us to the User under Clause 8.1 is subject to the same prohibitions as those relating to the licence of the Software and set out in Clause 6.
We shall use all reasonable endeavours to maintain the availability of the Application Services to the User, but do not guarantee 100% availability.
All the limitations and exclusions of liability and warranties, and the special acknowledgements by the User that are set out in these Terms & Conditions and expressed to relate to the Software shall apply in respect of the Application Services in addition to the Software.

Acceptable Use

Users must not:

use Our Application Services in any way or take any action that causes, or may cause, damage to our Application Services or impairment of the performance, availability or accessibility of our Application Services;
use Our Application Services in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity; or
use Our Application services to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.

User Data: Licence

The User grants Us a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the User Data to the extent reasonably required for the performance of Our obligations and the exercise of Our rights under this These Terms & Conditions. The User also grants Us the right to sub-license these rights to Our hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in these Terms & Conditions.
The User agrees that We may collect and use technical data and related information—including but not limited to technical information about the User’s device, system and application software and peripherals—that is gathered periodically to facilitate the provision of software updates, product support and other services to the User (if any) related to the Application. We may use this information, as long as it is in a form that does not personally identify the User, to improve our products, provide services or technologies to the User or to generate aggregated data for flood prevention research.

User Data: rules

The User warrants and represent that any User Data will comply with these Terms & Conditions.
User Data 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).
The User must not upload by means of our Application any material that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.
User Data, and the use of User Data by Us in accordance with these terms and conditions, 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) be in contempt of any court or in breach of any court order;
(f) be in breach of racial or religious hatred or discrimination legislation;
(g) be blasphemous;
(h) be in breach of any contractual obligation owed to any person;
(i) depict violence;
(j) be pornographic, lewd, suggestive or sexually explicit;
(k) be untrue, false, inaccurate or misleading;
(l) consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage;
(m) be offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory; or
(n) cause annoyance, inconvenience or needless anxiety to any person].

Maintenance Services

We may from time to time during the Term provide Maintenance Services, but shall have no obligation to do so.
The User must apply each Update made available by Us when prompted to do so or the User may not be able to access the Application Services.
The User acknowledges that the supply and licensing of Upgrades may, at Our discretion be subject to additional terms and conditions.

Support Services

During the Term We shall provide Support Services to the User. Users must not contact the App Store as they are under no obligation to provide Support Services.
The Support Services shall be provided remotely.
The User acknowledge and agrees that We give no warranties or guarantees in relation to the outcome of the Support Services, and, in particular, issues identified through the Support Services may only be resolved with an Update or Upgrade or, at Our discretion, not at all.
We shall have no obligation to provide Support Services in respect of any issue caused by:
- any factor outside the scope of the Support Services;
- the improper use of the Software by the User; or
- any alteration to the Software made without Our prior consent.

Privacy policy

Any personal data that is supplied to Us by the User under or in connection with these Terms & Conditions shall be processed in accordance with Our privacy policy, the current version of which can be viewed at www.resilico.com.

No assignment of Intellectual Property Rights

Nothing in these Terms & Conditions shall operate to assign or transfer any Intellectual Property Rights from Us to the User, or from the User to Us.

User indemnity

The User shall indemnify Us and shall keep Us indemnified against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by Us and arising directly or indirectly as a result of any breach of these Terms & Conditions by the User.

Warranties

We warrant to the User that We have the legal right and authority to enter into these Terms & Conditions and to perform Our obligations under these Terms & Conditions.
We warrant to the User that the Software, when used by the User in accordance with these Terms & Conditions, will not infringe the Intellectual Property Rights of any person.
We do not warrant or represent that Our Application Services will be or will remain available.
If We reasonably determine, or any third party alleges, that the use of the Software by the User in accordance with these Terms & Conditions infringes any person’s Intellectual Property Rights, We may, acting reasonably, at Our cost and expense:
- modify the Software in such a way that it no longer infringes the relevant Intellectual Property Rights, or
- procure for users the right to use the Software in accordance with these Terms & Conditions.
  - In the event of any third party claim that the Software or possession and use of the Software infringes that third party’s intellectual property rights, We, not the App Store, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.
  - The User warrants to Us that the User has the legal right and authority to enter into these Terms & Conditions and to perform their obligations under these Terms & Conditions.
  - All of the parties’ warranties and representations in respect of the subject matter of these Terms & Conditions are expressly set out in these Terms & Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of these Terms & Conditions will be implied into these Terms & Conditions or any related contract.
  - In the event of any failure of the Software to conform to any applicable warranty, the User may notify the App Store, who, where applicable, will refund any purchase price for the Software to the User; and that, to the maximum extent permitted by applicable law, the App Store will have no other warranty obligation whatsoever with respect to the Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the Licensor’s sole responsibility.

Acknowledgements and warranty limitations

We make no express or implied representations or warranties with respect to the Software (including but not limited to any warranties of merchantability, satisfactory quality, fitness for a particular purpose, or suitability for licensee’s requirements). Without limiting the foregoing, We do not warrant that the Software will meet the User’s requirements or that any use of the Software will be secure, timely, uninterrupted or error-free or that any errors or defects in the Software will be corrected or that the Software will detect or correct any threats or harmful components. The Software is provided to the User on an ‘as is’ and ‘as available’ basis.
We will use reasonable care and skill with respect to the provision of the Application and any third-party services performed or provided by the Application to the User. We do not make any other promises or warranties about the third party services.
The User acknowledges the information and advice content in the Application is provided for general information only. It is not intended to amount to advice on which the User should rely. If the User has any questions or concerns about the information and advice content within the Application, We recommend the User seek professional or specialist advice before taking, or refraining from, any action on the basis of the information and advice content of the Application.
The User acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms & Conditions, We give no warranty or representation that the Software will be entirely secure.
The User acknowledges that We will not provide any legal or financial advice under these Terms & Conditions or in relation to the Software; and, except to the extent expressly provided otherwise in these Terms & Conditions, We do not warrant or represent that the Software or the use of the Software by the User will not give rise to any legal liability on the part of the User or any other person.

Product Claims

We and not the App Stores are responsible for addressing any claims from a User or any third party relating to the Software or the User’s possession and/or use of the Software including, but not limited to:

product liability claims;
any claim that the Software fails to conform to any applicable legal or regulatory requirement; and
claims arising under consumer protection, privacy, or similar legislation, including in connection with the Software’s use of the HealthKit and HomeKit frameworks.

Third Party Terms of Agreement

The User must comply with applicable third party terms of agreement when using the Software.

Limitations and exclusions of liability

Nothing in these Terms & Conditions will:

- - limit or exclude any liability for death or personal injury resulting from negligence;
  - limit or exclude any liability for fraud or fraudulent misrepresentation;
  - 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,

and, if a party is a consumer, that party’s statutory rights will not be excluded or limited by these Terms & Conditions, except to the extent permitted by law.

The limitations and exclusions of liability set out in this Clause 21 and elsewhere in these Terms & Conditions:

are subject to Clause 21.1; and
govern all liabilities arising under these Terms & Conditions or relating to the subject matter of these Terms & 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 & Conditions.
We will not be liable to the User in respect of any losses arising out of a Force Majeure Event.
We will not be liable to the User in respect of any loss of profits or anticipated savings.
We will not be liable to the User in respect of any loss of revenue or income.
We will not be liable to the User in respect of any loss of business, contracts or opportunities.
We will not be liable to the User in respect of any loss or corruption of any data, database or software.
We will not be liable to the User in respect of any special, indirect or consequential loss or damage.
We will not be liable to the User for any data usage, roaming or other charges incurred by the User when accessing the internet through a mobile or other device.
Our maximum aggregate liability under or in connection with these Terms & Conditions to the User (including the use of any Application Services) whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to allowing the User to download another copy of the Application.

Legal Compliance

The User represents and warrants that;

the User is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and
the User is not listed on any U.S. Government list of prohibited or restricted parties.

Termination

The User may terminate these Terms & Conditions by closing their account.
We may terminate these Terms & Conditions immediately:
- if the User commits a material or persistent breach of these Terms & Conditions; or
- if the User breaches any of the EULA restrictions.
The EULA is effective until terminated by the User or Us.

Effects of termination

Upon the termination of these Terms & Conditions, all of the provisions of these Terms & Conditions shall cease to have effect, save that the following provisions of these Terms & Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 3, 8.4, 12.3, 16, 21, 24 and 27.
Except to the extent that these Terms & Conditions expressly provides otherwise, the termination of these Terms & Conditions shall not affect the accrued rights of either party.

General

No breach of any provision of these Terms & Conditions shall be waived except with the express written consent of the party not in breach.
If any provision of these Terms & Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of these Terms & Conditions will continue in effect. If any unlawful and/or unenforceable provision 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 (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
These Terms & Conditions may not be varied except by a written document signed by or on behalf of each of the parties.
The User agrees that We may assign Our contractual rights and obligations under these Terms & Conditions to any third party, providing that, if the User is a consumer, such action does not serve to reduce the guarantees benefiting the User under this. Save to the extent expressly permitted by applicable law, the User must not without Our prior written consent assign, transfer or otherwise deal with any of the User’s contractual rights or obligations under these Terms & Conditions without Our prior written consent.
Subject to provision 22.7 these Terms & Conditions made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to these Terms & Conditions are not subject to the consent of any third party.
These Terms & Conditions shall constitute the entire agreement between the parties in relation to the subject matter of these Terms & Conditions, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
The App Stores and any subsidiaries are third party beneficiaries of these Terms & Conditions, and that, upon the User’s acceptance of these Terms & Conditions, the App Stores will have the right (and will be deemed to have accepted the right) to enforce the terms of these Terms & Conditions against the User.

Law and Jurisdiction

These Terms & Conditions shall be governed by and construed in accordance with Northern Irish Law.
The courts of Northern Ireland shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with these Terms & Conditions.

Interpretation

In these Terms & Conditions, a reference to a statute or statutory provision includes a reference to:
1. - that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
  - any subordinate legislation made under that statute or statutory provision.
The Clause headings do not affect the interpretation of these Terms & Conditions.
In these Terms & 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.