Client End User Terms of Use

DETECTED ONBOARDING PORTAL: END USER TERMS OF USE

YOU HAVE BEEN PROVIDED WITH A LINK TO THE DETECTED ONBOARDING PORTAL (THE ‘PORTAL’) WHICH HAS BEEN CHOSEN BY THE COMPANY IDENTIFIED IN THE EMAIL ADDRESSED TO YOU CONTAINING THIS LINK (‘CLIENT’) FOR THE PURPOSES OF THE CLIENT’S ONBOARDING AND COMPLIANCE PROCEDURES. THIS END USER LICENCE AGREEMENT (‘EULA’, ‘LICENCE’) SETS OUT OUR TERMS AND CONDITIONS FOR USE OF THE PORTAL. PLEASE READ THIS EULA CAREFULLY BEFORE ACCESSING, USING AND/OR UPLOADING DOCUMENTS OR OTHER INFORMATION TO THE PORTAL.

This EULA is a legal agreement between you (Licensee or you) and Detected Limited of 167-169 Great Portland Street, 5th Floor, London, England, W1W 5PF  (Detected, us or we) for the use of the Portal. 

We license use of the Portal to you on the basis of this Licence. We do not sell the Portal to you. We remain the owners of the Portal at all times.

IMPORTANT NOTICE TO ALL USERS:

1.  GRANT AND SCOPE OF LICENCE  

1.1  In consideration of you agreeing to abide by the terms of this Licence, we grant to you a non-exclusive, non-transferable licence to use the Portal to provide the documentation required by the Client, on the terms of this Licence.

1.2  You may:

(a)  use the Portal via the link sent to you for your internal business purposes only; and 

(b)  use the Portal to provide the documentation requested by the Client; 

2.  RESTRICTIONS  

2.1  Except as expressly set out in this Licence or as permitted by any local law, you undertake:

(a)  not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Portal or any part thereof;

(b)  not to make alterations to, or modifications of, the whole or any part of the Portal, nor permit the Portal or any part of it to be combined with, or become incorporated in, any other programs;

(c)  not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Portal nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Portal with another software program; 

(d)  to ensure that the Portal is used by you, your employees and representatives in accordance with the terms of this Licence;

(e)  not to provide or otherwise make available the Portal in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person without prior written consent from us; 

(f)  to comply with all applicable technology control or export laws and regulations; and

(g) not to upload content which is misleading, incorrect, not requested by the Client, or defamatory or obscene.

3.  INTELLECTUAL PROPERTY RIGHTS  

3.1  You acknowledge that all intellectual property rights in the Portal anywhere in the world belong to us, that rights in the Portal are licensed (not sold) to you, and that you have no rights in, or to, the Portal other than the right to use it in accordance with the terms of this Licence.

3.2  You acknowledge that you have no right to access the Portal in source code form. 

4.  LIMITED WARRANTY  

4.1  We warrant that the Portal will, when properly used and on an operating system for which it was designed, perform to the standard set out in this Licence; 

4.2  The warranty set out in Condition 4.1 does not apply:

(a)  if the defect or fault in the Portal results from you having altered or modified the Portal; 

(b)  if the defect or fault in the Portal results from you having used the Portal in breach of the terms of this Licence; and/or

(c) where you are not the Client’s intended recipient of the link to the Portal.  

5. LIMITATION OF LIABILITY

5.1  You acknowledge that the Portal has not been developed to meet your individual requirements, including any particular requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Portal as described in this Licence meet your requirements.

5.2  We only supply the Portal for internal use by your business as required by the Client, and you agree not to use the Portal for any re-sale purposes.

5.3  We shall not in any circumstances be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Licence for:

(a)  loss of profits, sales, business or revenue;

(b)  business interruption;

(c)  loss of anticipated savings;

(d)  loss or corruption of data or information;

(e)  loss of business opportunity, goodwill or reputation; or

(f)  any special, indirect or consequential loss, damage, charges or expenses.

5.4  Other than the losses set out in Condition 5.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to £200. This maximum cap does not apply to Condition 5.5.

5.5  Nothing in this Licence shall limit or exclude our liability for:

(a)  death or personal injury resulting from our negligence;

(b)  fraud or fraudulent misrepresentation;

(c)  any other liability that cannot be excluded or limited by English law.

5.6 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Portal. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Portal which might otherwise be implied in, or incorporated into, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

6.  TERMINATION  

6.1  We may terminate or suspend this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.

6.2  On termination for any reason:

(a)  all rights granted to you under this Licence shall cease; and 

(b)  you must immediately cease all activities authorised by this Licence.  

7.  COMMUNICATIONS BETWEEN US  

7.1  We may update the terms of this Licence at any time on notice to you in accordance with this Condition 7. Your continued use of the Portal following the deemed receipt and service of the notice under Condition 7.3 shall constitute your acceptance of the terms of this Licence, as varied. If you do not wish to accept the terms of the Licence (as varied) you must immediately stop using and accessing the Portal on the deemed receipt and service of the notice.

7.2  If we have to contact you, we will do so by email or where appropriate by posting updates to our website: Copilot by Detected. 

7.3  Note that any notice:

(a)  given by us to you will be deemed received and properly served 1 working  day  after it is first posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter; and

(b)  given by you to us will be deemed received and properly served 3 working days after an email is sent, or three days after the date of posting of any letter.

7.4  In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the aforementioned website was generally accessible to the public for a period of 24 hours after the first posting of the notice and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.

8.  EVENTS OUTSIDE OUR CONTROL  

8.1  We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in in Condition 8.2. 

8.2  An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation, failure of public or private telecommunications networks.

8.3  If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:

(a)  our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and

(b)  we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.

9.  HOW WE MAY USE YOUR PERSONAL INFORMATION  

Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Portal, for what purpose, and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in the Detected Privacy Policy  and it is important that you read that information.

10.  OTHER IMPORTANT TERMS  

10.1  We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.

10.2  You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.

10.3  This Licence and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or any document expressly referred to in it.

10.4  If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing signed by us, and that will not mean that we will automatically waive any later default by you.

10.5  Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

10.6  This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.