Resilico Connect – Terms & Conditions
PLEASE READ THESE TERMS AND CONDITIONS
THESE TERMS AND CONDITIONS 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 THIS AGREEMENT. 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.
1.1 In this Agreement, except to the extent expressly provided otherwise:
“Application Services” means the services that are made available to You via the Application and Platform;
“Agreement” means the terms and conditions of this agreement which set out Your rights and/or obligations in relation to the Software and/or any of the Services;
“Effective Date” means the date upon which You create an account.
“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);
“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 You under this Agreement;
“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 this Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;
“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 You; transmitted by the Platform at Your instigation; supplied by You to Us for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of Your use of the Application Services (but excluding analytics data relating to the use of the Application Services, Platform and server log files).
2.1 This Agreement shall come into force upon the Effective Date.
2.2 This Agreement shall continue in force subject to termination in accordance with Clause 19, or any other provision of this Agreement.
2.3 We may change these terms at any time, notifying You of a change when You next start the Application. The new terms may be displayed on-screen and You may be required to read and accept them to continue Your use of the Services.
- Rights to use our Application Services
3.1 You may access our Application Services using a compatible mobile device by means of Your registered account, subject to the other provisions of these terms and conditions. You should check with your mobile or internet service provider for details of data and internet usage charges. You accept responsibility in accordance with the terms of this Agreement for the use of the Application or any Services on or in relation to any device, whether or not it is owned by you.
3.2 You may only use Our Application Services for Your own personal purposes, and You must not use Our Application Services for any other purposes.
3.3 We reserve the right to restrict access to Our Application Services at Our discretion; You must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on Our Application Services.
3.4 You may register for an account with Our Application Services by supplying your name and email address on our sign-up form and submitting that form when first using the Application.
3.5 You must ensure that all the information you supply to us in relation to Our Application services, is true, accurate, current, complete and non-misleading.
- Cancellation and suspension of services
4.1 If you fail, or We suspect that You have failed, to comply with any of the provisions of this Agreement, We may suspend or cancel your access to Our Application Services at any time in our sole discretion, with or without notice or explanation.
4.2 We further reserve the right to modify, suspend or discontinue the Services (or any part thereof) at any time with or without notice to you, and We will not be liable to you or to any third party should it exercise such rights. To the extent possible, We will warn you in advance of any modification, suspension or discontinuance of the Services.
- End User Licence Agreement
5.1 In consideration of Your agreeing to abide by the terms of this Agreement, We as the Licensor grant You 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 5.
5.2 You may not sub-license and must not purport to sub-license any rights granted under Clause 5.1.
5.3 Save to the extent expressly permitted by this Agreement or required by applicable law on a non-excludable basis, any licence granted under this Clause 5 shall be subject to the following prohibitions;
(a) You must not sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the Application or Software;
(b) You must not alter, edit or adapt the Application or Software;
(c) You must not decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer, the Application or Software; and
(d) You must not 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
6.1 Nothing in this Agreement shall give You or any other person any right to access or use the Source Code or constitute any licence of the Source Code.
- Application Services
7.1 We grant You a non-exclusive and non-transferable licence to use the Application Services for Your personal or internal business purposes during the Term.
7.2 Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the licence granted by Us to You under Clause 7.1 is subject to the same prohibitions as those relating to the licence of the Software and set out in Clause 5.5.
7.3 We shall use all reasonable endeavours to maintain the availability of the Application Services to You, but do not guarantee 100% availability.
7.4 All the limitations and exclusions of liability and warranties, and the special acknowledgements by You that are set out in this Agreement and expressed to relate to the Software shall apply in respect of the Application Services in addition to the Software.
- Acceptable Use
8.1 You must not:
(a) 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;
(b) 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
(c) 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
9.1 You grant 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 Agreement. You also grant Us the right to sub-license these rights to Our hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in this Agreement.
9.2 You agree that We may collect and use technical data and related information—including but not limited to technical information about your device, system and application software and peripherals—that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Application. We may use this information, as long as it is in a form that does not personally identify you, to improve our products, provide services or technologies to you or to generate aggregated data for flood prevention research.
- User Data: rules
10.1 You warrant and represent that any User Data will comply with these terms and conditions.
10.2 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).
10.3 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].
10.4 You 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.
- Maintenance Services
11.1 We may from time to time during the Term provide Updates and Upgrades, but shall have no obligation to do so.
11.2 You must apply each Update made available by Us when prompted to do so to ensure You can access the Application Services.
11.3 You acknowledge that the supply and licensing of Upgrades may, at Our discretion be subject to additional terms and conditions.
- Support Services
12.1 During the Term We shall provide Support Services to You.
12.2 The Support Services shall be provided remotely.
12.3 We shall have no obligation to provide Support Services in respect of any issue caused by:
(a) any factor outside the scope of the Support Services;
(b) the improper use of the Software by the You; or
(c) any alteration to the Software made without Our prior consent.
12.4 You acknowledge and agree that We give no warranties or guarantees in relation to the outcome of the Support Services.
- No assignment of Intellectual Property Rights
14.1 Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from Us to You, or from You to Us.
- User indemnity
15.1 You 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 this Agreement by You.
16.1 We warrant to You that We have the legal right and authority to enter into this Agreement and to perform Our obligations under this Agreement.
16.2 We warrant to You that the Software, when used by You in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person.
16.3 We do not warrant or represent that Our Application Services will be or will remain available.
16.4 If We reasonably determine, or any third party alleges, that the use of the Software by You in accordance with this Agreement infringes any person’s Intellectual Property Rights, We may, acting reasonably, at Our cost and expense:
(a) modify the Software in such a way that it no longer infringes the relevant Intellectual Property Rights, or
(b) procure for users the right to use the Software in accordance with this Agreement.
16.5 You warrant to Us that You have the legal right and authority to enter into this Agreement and to perform Your obligations under this Agreement.
16.6 All of the parties’ warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
- Acknowledgements and warranty limitations
17.1 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 licensee’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 You, the licensee on an ‘as is’ and ‘as available’ basis and for user Beta testing use only.
17.2 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 You. We do not make any other promises or warranties about the third party services.
17.3 You acknowledge the information and advice content in the Application is provided for general information only. It is not intended to amount to advice on which You should rely. If You have any questions or concerns about the information and advice content within the Application We recommend You seek professional or specialist advice before taking, or refraining from, any action on the basis of the information and advice content of the Application.
17.4 You acknowledge that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, We give no warranty or representation that the Software will be entirely secure.
17.5 You acknowledge that We will not provide any legal or financial advice under this Agreement or in relation to the Software; and, except to the extent expressly provided otherwise in this Agreement, 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.
- Limitations and exclusions of liability
18.1 Nothing in this Agreement will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) 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 this Agreement, except to the extent permitted by law.
18.2 The limitations and exclusions of liability set out in this Clause 18 and elsewhere in this Agreement:
(a) are subject to Clause 18.1; and
(b) govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.
18.3 We will not be liable to You in respect of any losses arising out of a Force Majeure Event.
18.4 We will not be liable to You in respect of any loss of profits or anticipated savings.
18.5 We will not be liable to You in respect of any loss of revenue or income.
18.6 We will not be liable to the User in respect of any loss of business, contracts or opportunities.
18.7 We will not be liable to You in respect of any loss or corruption of any data, database or software.
18.8 We will not be liable to You in respect of any special, indirect or consequential loss or damage.
18.9 We will not be liable to You for any data usage, roaming or other charges incurred by You when accessing the internet through a mobile or other device.
18.10 Our maximum aggregate liability under or in connection with this Agreement (including Your use of any Application Services) whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to allowing You to download another copy of the Application.
19.1 You may terminate this Agreement by closing Your account.
19.2 We may terminate this Agreement immediately:
- if You commit a material or persistent breach of this Agreement; or
- if You breach any of the Licence restrictions
19.3 The End User Licence Agreement is effective until terminated by You or Us.
- Effects of termination
20.1 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 7.4, 11.3, 15, 20, 21, and 23.
20.2 Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.
21.1 No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.
21.2 If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement 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).
21.3 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
21.4 You agree that We may assign Our contractual rights and obligations under this Agreement any third party. Save to the extent expressly permitted by applicable law, You must not assign, transfer or otherwise deal with any of Your contractual rights or obligations under this Agreement without Our prior written consent.
21.5 This Agreement is 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 this Agreement are not subject to the consent of any third party.
21.6 The Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
- Law and Jurisdiction
22.1 This Agreement shall be governed by and construed in accordance with Northern Irish Law.
22.2 The courts of Northern Ireland shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.
23.1 In this Agreement, 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.
23.2 The Clause headings do not affect the interpretation of this Agreement.
23.3 In this Agreement, 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.