KonnekApp Platform Terms and Conditions
THESE TERMS AND CONDITIONS (“TERMS") SET OUT THE TERMS ON WHICH THE REAS GROUP LTD (“US”, “WE”, “OUR”) PROVIDE YOU (“YOU”, “YOUR”, “CUSTOMER”) WITH ACCESS TO THE KONNEKAPP PLATFORM (“PLATFORM”). PLEASE READ THESE TERMS CAREFULLY AND ENSURE THAT YOU HAVE UNDERSTOOD THEM. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF YOUR EMPLOYER OR ACTING AS AN EMPLOYEE, YOU WARRANT THAT YOU ARE AUTHORISED TO ENTER INTO LEGALLY BINDING CONTRACTS ON BEHALF OF YOUR EMPLOYER. THE SAME RIGHTS, LIMITATIONS AND RESTRICTIONS APPLY TO YOUR EMPLOYER. YOU AGREE THAT THESE TERMS ARE ENFORCEABLE AS IF THEY WERE A WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOUR EMPLOYER. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE CEASE USE OF THE PLATFORM IMMEDIATELY. YOU ARE ADVISED TO PRINT AND RETAIN A COPY OF THESE TERMS FOR YOUR FUTURE REFERENCE.
1. INFORMATION ABOUT REAS GROUP LTD
1.1 The Platform is owned and managed by REAS Group Ltd, a company registered in England and Wales with the company registration number 09917141 and having its registered address at 3 Charles Pym Road, Aylesbury, Buckinghamshire, HP19 9RY. You can also contact us via e-mail on firstname.lastname@example.org.
1.2 The Platform is intended to be used for commercial purposes.
2. THE REGISTRATION PROCESS
2.1 Our conditions for registration.
To use the Platform you must be:
2.1.1 where you are an individual, eighteen (18) years old or over;
2.1.2 legally capable of entering into binding contracts; and
2.1.3 not in any way prohibited by the applicable law in the jurisdiction which you are currently located to enter into these Terms.
2.2 By completing your registration to use the Platform, you consent to us conducting verification and security procedures in respect of the information provided during your registration process.
2.3 Starting your subscription. On receipt of confirmation from us that your registration has been completed (“Start Date”), a contract is formed between you and us for the provision of the Platform and which incorporates these Terms (“Subscription”).
2.4 Information you provide to us during registration. You hereby warrant that the information provided by you is true, accurate and correct. You further warrant that you shall promptly notify us in the event of any changes to such information provided.
2.5 You must keep your access credentials safe and secure. You shall keep, and procure that all users keep, any username and password used to access the Platform (“Login Details”)confidential and secure. Without prejudice to our other rights and remedies, we reserve the right to promptly disable your Login Details and suspend your access to the Platform in the event we have any reason to believe that any User (as defined below) has breached any of the provisions set out herein.
3. YOUR SUBSCRIPTION TERM
3.1 Your Subscription shall commence on the Start Date.
3.2 Continuation of your Subscription. Your Subscription shall continue for the period selected by you during the registration process and shall automatically renew for further equivalent periods (each period being your “Subscription Term”), unless terminated earlier by you or us in accordance with these Terms.
3.3 How you can terminate your Subscription. You may terminate your Subscription with us at any time by giving us written notice. If we receive your notice to terminate part way through a Subscription Term, your Subscription will terminate at the end of the relevant SubscriptionTerm in which we received your notice to terminate.
3.4 How we can terminate your Subscription. We may give you notice to terminate yourSubscription at any time using the contact details you provided to us at the time of registration. If we do this, your Subscription will terminate at the end of your current Subscription Term.
3.5 Reasons we may terminate your Subscription immediately. We may suspend or terminate your Subscription immediately on notice to you in the event that:
3.5.1 you fail to comply with one or more provisions in these Terms;
3.5.2 we believe that there has been fraudulent use, misuse or abuse of features and functionalities of the Platform; or
3.5.3 we believe that you have provided us with any false, inaccurate or misleading information, and for the avoidance of doubt, no fees paid by you for the Platform shall be refunded to you in the event of termination by us in accordance with the foregoing.
3.6 Upon termination of your Subscription, your and any User’s access to the Platform shall cease and any Content will no longer be accessible through the Platform. We may retain copies of your Content (including any User’s data) made available through the Platform for auditing and/or tax purposes, or as may be required by us to comply with applicable law.
4. ACCESS TO THE PLATFORM
4.1 Use of the Platform. In consideration for your payment of our fees, we hereby grant to you anon-exclusive, non-transferable (without a right to sub-licence) licence to access and use, and permit Users to access and use, the Platform for the Subscription Term. Subject to the remainder of these Terms, you may link to or upload to the Platform a range of materials as we may permit from time to time, which may include videos, document, audio files, graphics, branding and text (“Content”). You may use the Content to promote your business enterprise on the Platform.
4.2 Your video Content. Where the Platform permits you to link to or embed certain videoContent to the Platform (“Video”), then in these circumstances we are not a provider of hosting services for your Video content. Therefore the ability to stream Videos through thePlatform is directly dependent on the Video’s continued availability through your relevant hosting provider. Where we permit you to upload your Videos and/or other Content directly to the Platform, you acknowledge that storage limitations may apply and additional fees may be payable.
4.3 Allowing users to access and use the Platform. Only the specific users for whom you have paid the required fees and whom you designate through the Platform may access and use thePlatform. “Users” may be your employees, representatives, consultants, contractors, agents, or other third parties who you permit to access and use the Platform (subject to any limits inyour Subscription), provided they are acting for your benefit and on your behalf.
4.4 You are responsible for the actions of your Users. You acknowledge that you shall be responsible for all use of the Platform by Users. You shall be liable for breach of these Terms by a User as if it were a breach by you. We reserve the right to suspend the access of anyUser we believe, acting reasonably, is not using the Platform for your benefit and on your behalf.
4.5 Consequences of exceeding your Usage Rights. We reserve the right to add limitations and/or restrictions relating to your use of the Platform at any time on reasonable notice to you(“Usage Rights”). Any such Usage Rights shall not take effect until the start of your next Subscription Term. Where you are subject to Usage Rights, you shall notify us immediately in the event you cease to comply with any such Usage Rights applicable to your use of the Platform. In the event we receive your notice, or we deem acting reasonably that you have exceeded your Usage Rights, we reserve the right to suspend your access to the Platform and/or charge you additional fees that correspond to your actual level of usage. We reserve the right to deduct such additional fees from your original method of payment or invoice you for the additional amount. For the avoidance of doubt, you shall not be entitled to any refunds of Subscription Fees for any such period of suspension.
4.6 We don’t guarantee continuous access to the Platform. We shall use reasonable endeavours to make the Platform available to you and the Users at all times, but we cannot guarantee an uninterrupted or fault free service. The network used by us to provide thePlatform is not controlled by us and may from time to time be upgraded, modified, subject to maintenance work or otherwise amended by the owner. Such circumstances may result in thePlatform being temporarily unavailable. We will take reasonable action to minimise the disruption caused by such circumstances, but some such interruptions may not be avoidable.
4.7 We can suspend access to the Platform without notice to you. Reasons we may temporarily suspend the Platform (in whole or in part) without notice to you include, but are not limited to:
(a) in the event of unscheduled urgent service requirements as necessary in order to protect from unauthorised access or attack, or
(b) in order to prevent fraud or any unauthorised or unlawful use of the Platform; or
(c) if such suspension is required in response to an order or direction of any court of law, governmental or regulatory agency.
4.8 The security measures we take to protect the Platform. We use industry standard security measures to protect against the loss, misuse and alteration of the information, data, and/or content handled by our Platform. We cannot guarantee complete security of your information, data, and/or content or that our security measures will prevent hacks, worms, bugs, trojans or such other similar devices that may allow access to or unauthorised viewing of such information, data, and/or content.
4.9 We may make changes to our Platform. We reserve the right to make changes to thePlatform from time to time at our sole discretion, which may involve adding, removing, modifying and/or varying any features or functionalities of the Platform. Such changes shall not however, remove any material element of functionality previously available as part of the Platform.
4.10 Restrictions on your use of the Platform. You shall not, and shall procure that Users shall not, except as expressly permitted in these Terms:
(i) modify, translate, create or attempt to create derivative copies of or copy the Platform in whole or in part; (ii) reverse engineer, decompile, disassemble or otherwise reduce the object code of the Platform to source code form;
(iii) distribute, sub-licence, assign, share, timeshare, sell, rent, lease, transmit, grant a security interest in or otherwise transfer the Platform or your right to use the Platform.
5.1 Scope of the support services we provide. In consideration of your payment of theSubscription Fee, we offer support services in relation to your use of the Platform between 9am – 5pm, UK time, Monday to Friday (excluding UK bank and public holidays) for the duration of your Subscription Term, which comprises of:
5.1.1 advice on access and use of the Platform; and
5.1.2 diagnosis of any cessation, interruption or degradation to the usual functionality of the Platform (a “Fault”),in each case by e-mailing us at email@example.com.
5.2 What we require from you to diagnose a Fault. Fault diagnosis is subject to your designated “super admin” Users (or such other User nominated by you for Fault reporting) providing us with a clear and accurate description of any Fault requiring our support to thee-mail address indicated in clause 5.1, including the circumstances in which it arose, the area of the Platform to which the Fault relates and any other information reasonably required by us to remedy the Fault.
5.3 We don’t guarantee that all Faults will be resolved. We generally aim to respond to Faults reported by you with twenty-four (24) hours of you submitting them to us, but this may vary depending on your level of Subscription. How quickly we aim to resolve Faults will also depend on your level of Subscription. Regardless of your level of Subscription, we cannot guarantee to respond to or resolve Faults within the timeframes applicable to yourSubscription, which should be considered estimates only. Fault response and resolution is provided on a reasonable endeavours basis. In relation to resolutions, we reserve the right to provide temporary workarounds to Faults.
5.4 Exclusion to the Support Services. The support detailed in this clause 5 shall not include the diagnosis and rectification of any Fault resulting from:
5.4.1 your use of the Platform other than in accordance with this Agreement;
5.4.2 you failing to follow any recommendations or workarounds provided by us in respect of any Fault; or
5.4.3 a fault in your or a third party’s software, hardware, network connections or application or any upgrade in respect thereof.
6. YOUR OBLIGATIONS
6.1 Restrictions regarding Content you submit to the Platform. You are responsible for ensuring that any Content is not deemed to be offensive, illegal, inappropriate or otherwise
(i)contains any virus or other thing or device which may prevent, impair or otherwise adversely affect the operation of the Platform;
(ii) displays sexually explicit material or promotes racism, bigotry, hatred or physical harm of any kind;
(iii) promotes or contains information that you know or believe to be inaccurate, false or misleading; or
(iv) infringes any intellectual property rights or any other proprietary rights of any third party.
6.2 How we can use the Content you submit to us. You hereby grant, and procure that any User grants, to us a non-exclusive, worldwide and royalty free licence to use, display and transmit the Content and all other materials submitted by you or any User in order to provide you with the Platform.
6.3 You are responsible for the Content submitted to the Platform. You acknowledge that the Platform does not verify the rights and restrictions applicable to any Content. Where you do not own the Content, you are solely responsible for checking the relevant licence rights and restrictions applicable to any Content. We shall not be liable to you for any losses, damages, costs or expenses incurred by you arising out of or in connection with your use of any Content through the Platform.
6.4 Removal of Content. We do not verify or review Content that is submitted to the Platform. However, we reserve the right to remove any Content from the Platform that is in breach of these Terms (“Infringing Content”) immediately and without notice to you. You shall indemnify us, our directors and employees from and against any losses we suffer, incur or otherwise pay arising out of or in connection with any claim, demand, action or proceeding made or brought against us by a third party arising out of or in connection with any Infringing Content.
6.5 Further assurances you give to us regarding the Content. You warrant and represent that:
6.5.1 you own, are licensed or otherwise have a right to use any and all the intellectual property rights in any Content;
6.5.2 you have the permission of any hosting service provider of your Content to access, display and view the Content through the Platform; and
6.5.3 the Content does not and will not contravene or breach any applicable law, regulation code of practice or directive.
6.6 Further assurances you give to use regarding use of the Platform. You shall, and procure that any User shall:
6.6.1 not use Login Details with the intent of impersonating another individual;
6.6.2 not allow any other person other than a User to use your Login Details;
6.6.3 not use the Platform, the content therein and/or do anything that will infringe any intellectual property right or other rights of any third parties;
6.6.4 comply with all our instructions and policies from time to time in respect of your use of the Platform; and
6.6.5 co-operate with any reasonable security or other checks or requests for information made by us from time to time.
6.7 You shall promptly notify us in the event of a breach of security or any unauthorised use of Login Details.
7. FEES AND PAYMENT
7.1 Our payment terms. All fees due from you for use of the Platform are payable in advance and are non-refundable.
7.2 Renewal of your Subscription and fees payable. Your Subscription shall automatically renew at the end of each Subscription Term. We shall automatically charge you for the relevant fees using a third-party payment services provider to process such fees due to us. If your payment details have expired or are incorrect, we may not be able to automatically renew your Subscription and we reserve the right to withhold access and/or terminate your use of the Platform in the event we do not receive payment of any fee due to us.
7.3 We can charge additional fees for excess use of the Platform. You shall notify us immediately in the event you cease to comply with any of the restrictions applicable to yourSubscription. In the event we receive your notice, or we deem acting reasonably that you have exceeded the restrictions of your Subscription, we reserve the right to change yourSubscription, which may result in additional fees being payable by you. We reserve the right to deduct such excess usage fees from your original method of payment or invoice you for the additional amount.
7.4 Payment terms for any invoices we send. Where we have agreed to invoice you for any fees due from you, you shall pay such invoices within thirty (30) days of the invoice date. If we do not receive your payment by the applicable due date, we reserve the right to withhold access and/or terminate your Subscription.
7.5 Increases to our fees. We reserve the right to increase the fees at any time on notice to you, which shall take effect from the start of your next Subscription Term.
7.6 All Fees payable hereunder are exclusive of VAT or other sales tax, which will be added at the applicable rate.
8. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY
8.1 The Platform is not a back-up facility. You should not use the Platform as a back-up facility. You should ensure that you and the Users have adequate back-up facilities for any Content and we shall not be liable for any losses or damages incurred by you or any Users arising out of or in connection with your failure to implement adequate back-up facilities in respect of anyContent.
8.2 We do not guarantee any specific results from use of the Platform. No oral or written information or advice given by us shall or shall be deemed to create a warranty. We do not warrant or represent that any specific results will be produced by the Platform, nor do we guarantee that the Platform will be fault free.
8.3 Exclusion of terms. All warranties, representations, guarantees, conditions and terms other than those expressly set out herein whether express or implied by statute, common law, trade usage or otherwise, and whether written or oral are hereby expressly excluded to the fullest extent permissible by law. Consequently all information, advice, suggestions and recommendations made available to you are provided to you on an “as is” basis.
8.4 Liability that cannot be limited or excluded. Nothing in these Terms shall be deemed to exclude, restrict or limit liability for the following categories:
8.4.1 death or personal injury resulting from negligence; or
8.4.2 any liability for fraudulent misrepresentation.
8.5 Subject to clause 8.4, we shall not be responsible for any:
8.5.1 loss of profits, sales, business, or revenue;
8.5.2 loss or corruption of data, information or software;
8.5.3 loss of business opportunity;
8.5.4 loss of anticipated savings;8.5.5 loss of goodwill; or
8.5.6 special, indirect or consequential loss, whether such losses, damages, costs and expenses resulted from your or our negligence, failure to comply with these Terms or otherwise.
8.6 Subject to clause 8.4 and
8.7, the total amount of our liability to you per claim or series of related claims shall not exceed the fees paid by you to us in the twelve (12) month period immediately preceding the month in which the claim arose (provided that all claims arising from the same or substantially the same circumstances will be treated as one, and will be treated as arising on the date on which the first such claim arose).
8.7 Subject to clause 8.4, our maximum liability under, arising from or in connection with yourSubscription, whether arising in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise shall not exceed in aggregate the total amount of the fees paid by you to us pursuant to your Subscription.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 We own the rights in the Platform. We and/or our licensors own all intellectual property rights relating to the Platform. All right, title and interest in and to the Platform will remain exclusively with us and/or our licensors.
9.2 Restriction on use of marks and logos relating to the Platform. You are expressly prohibited from removing, modifying, altering or using any registered or unregistered marks/logos/design owned by us and/or its licensors, and doing anything which may be seen to take unfair advantage of our reputation and goodwill or could be considered an infringement of any of the rights in the intellectual property rights owned by and/or licensed to us.
9.3 You own all rights in the Content. You and/or your licensors own all rights in the intellectual property rights relating to the Content. All right, title and interest in and to the Content will remain exclusively with you and/or your licensors.
9.4 Information relating to any feedback on the Platform issued by you. From time to time, you may choose to submit comments, information, questions, data, ideas, description of processes, or other information to us, (“Feedback”). We may in connection with the Platform freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your confidential information, and nothing in these Terms limits our right to independently use, develop, evaluate, or market products, whether incorporatingFeedback or otherwise.
10. PUBLICITY AND MARKETING
Referring to you as a user of the Platform. We may in any of our marketing material refer to you as our customer/client and refer to the type of services that we have provided to you.
11.1 Keeping our confidential information secure. You agree to keep confidential all information and documentation disclosed by us to you or of which you become aware. This includes our operations, products, processes, dealings, trade secrets or any other information which is otherwise identified by us as confidential ("Confidential Information"). You will not use any Confidential Information for any purpose other than the performance of your obligations under these Terms. You shall not disclose Confidential Information to any third party without our prior written consent.
11.2 The obligations contained in clause 11.1 shall not apply to any Confidential Information which is:
11.2.1 in the public domain other than through breach of these Terms by you;
11.2.2 furnished to you without restriction by a third party having a bona fide right to do so;
11.2.3 required to be disclosed by you by law or regulatory requirements of any stock exchange, provided that you shall give us as much notice as reasonably practicable of the requirement for such disclosure.
12. DATA PROTECTION
Compliance with data protection. Both parties agree that they will at all times comply with their obligations under the relevant provisions of all data privacy legislation, guidelines and industry standards from time-to-time in force.
13.1 Events beyond our reasonable control. If we are prevented or delayed from performing any of our obligations by acts of God, war, hostilities, riot, fire, explosion, accident, flood, sabotage, lack of adequate power or labour, pandemic, strike, lock-out or injunction, compliance with governmental laws, regulations or orders or any other cause which affects our performance of our obligations arising from or attributable to acts, events, omissions or accidents beyond our reasonable control (“Force Majeure”) our obligations shall be suspended for so long as the Force Majeure event continues and to the extent that we are so prevented or delayed.
13.2 If we fail at any time to insist upon strict performance of our obligations, or if we fail to exercise any of the rights or remedies to which we are entitled to under these Terms, this will not constitute a waiver of any such rights or remedies and shall not relieve you from compliance with such obligations.
13.3 You shall comply with all laws and regulations which apply to your use of the Platform in whatever country you are located, including without limitation, export control laws and regulations.
13.4 A waiver by us of any default shall not constitute a waiver of any subsequent default.
13.5 No waiver by us of any part of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
13.6 All notification and communication should be sent to the contact details set out at the beginning of these Terms (in our case) or the contact details given by you at the time of registration. A notice or communication is deemed given:
(i) if delivered personally, when left at the relevant party’s address;
(ii) if sent by post, two working days after posting it;
(iii) if sent by e-mail on completion of its transmission.
13.7 If any part of these Terms is determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent, be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
13.8 These Terms represent the entire agreement between you and us in respect of your use of the Platform and shall supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
13.9 You acknowledge that in entering into your Subscription, you have not relied on any representations, undertaking or promise given by or implied from anything said or written whether between us (whether made innocently or negligently) except as expressly set out in these Terms.
13.10 Your Subscription is governed by and construed in accordance with English law. The Courts of England shall have exclusive jurisdiction over any disputes arising out of your Subscription.
13.11 We may alter or amend these Terms for reasons including to reflect changes in law, to deal with best practice or to deal with additional features introduced by us. We will provide you with reasonable notice of these changes where possible, but changes introducing new features, for example, may need to be dealt with immediately. If you do not agree to the changes, you should discontinue your use of the Platform.
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