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Terms and Conditions

These Arissian Luciditi Service Terms and Conditions (“ARISSIAN Terms” or “Supplier Terms”) form part of an agreement for the provision of services by Arissian Limited, with registered offices at Basepoint Centre, Isidore Road, Bromsgrove Technology Park, Bromsgrove, Worcestershire, B60 3ET (“ARISSIAN”) under a Licence agreement (“Licence Agreement”). They apply between Arissian and each party (“the Customer”) entering into a Licence Agreement.

SERVICES COVERED

These Terms and Conditions apply to the following Luciditi Services being provided by Arissian:

  • Software as a Service (“SaaS”)
  • Mobile Clients

Are you a business customer or a consumer? In some areas you will have different rights under these terms depending upon whether you are a business or consumer. You are a consumer if:

You are an individual and entering into our Licence Agreement in your own name.

You are buying from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession)

Section 1 General Terms, applies to all Services. Subsequent sections set out terms which are specific to particular Luciditi Services (“Services” or “Service”).

1 GENERAL TERMS

1.1 Services

1.1.1 Upon subscription to the relevant Arissian Luciditi Service Arissian grants the Customer a non-exclusive, non-transferable right during the term specified in the Customer’s Licence Agreement, to receive and use the specific Service described in the Service Description relating to that Service.

1.1.2 Unless specified in the Service-Specific Terms below the Customer may only use a Service for either their personal use or their internal business purposes, and services may not be re-sold.

1.1.3 Whilst using the Services the Customer may access mobile clients and software which is located on ARISSIAN’s servers (“Software”). In accordance with the relevant Licence Agreement, the customer does not have any right to receive a copy of such Software either in source or object code form; and does not receive any title rights or ownership in or to the software.

1.1.4 The Customer is responsible for ensuring that:

1.1.4.1 The infrastructure it uses to access the Services is compatible with the interfaces provided within the specific Service;

1.1.4.2 For taking adequate precautions within the Customer’s own infrastructure to prevent the spread of viruses or malicious software;

1.1.4.3 For ensuring that those to whom it grants access rights comply with the provisions of any UK legislation including the 1998 Data Protection Act

1.1.4.4 They comply with the Licence terms of any 3rd party Software provided by Arissian in the delivery of this service

1.1.4.5 They comply with any further Service-Specific usage restrictions set out in the Service-specific section below

1.1.5 The Customer will comply with all statutory and other legal requirements applicable to its conduct and operations.

1.1.6 Arissian shall have no liability or obligation with respect to the fitness for purpose, functionality or the performance of 3rd party Software Licences supplied.

1.1.7 Time shall not be of the essence as to the performance of Arissian’s obligations.

1.1.8 All ownership, license, intellectual property and Arissian rights and interests in the Software, services and any associated documentation remains solely with Arissian and or Licensors on whose behalf Arissian may be providing components of the Services

1.1.9 Arissian reserves the right to change or update the Services or Software at any time so long as this does not materially affect the overall service. Arissian will attempt to provide the Customer 1 days’ notice of any update which it regards as material, unless such an update is necessitated by security considerations, in which case the update and any associated notice will be immediate.

1.2 Service Restrictions

The Customer must not:

1.2.1 Exceed any set usage limits or restrictions set out in the Service Description and / or Licence Agreement

1.2.2 Save as set out in any Service-specific section, sell, rent or lease the Services in any way, or transfer to any other person any of its rights hereunder

1.2.3 Create any derivative works based upon the Software or Services, save as otherwise permitted in accordance within a Service Description

1.2.4 Adapt, translate, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software, nor take any other steps to discover confidential information or trade secrets in the Software of Services, save as permitted under European Law for the purposes of Interoperability.

1.3 Additional Services

Additional Services may be ordered by the Customer:

1.3.1 By extension or issue of a Licence Agreement

1.3.2 By a request from the Customer, if an individual, or , in the case of a business user a Customer representative who Arissian reasonably believe to have authority to place such a request

1.4 Invoicing VAT and Payment

Unless otherwise stated, invoices will be raised for Services on a monthly, Quarterly or annually in advance basis. Value Added Tax, will (where appropriate) be added to the amount of an invoice for any Service at the prevailing rate

1.4.1 Invoices must be paid in full within 30 days of the date of issue

1.4.2 If any payment is overdue Arissian may (without prejudice to any other right or remedy available to it) suspend the relevant Service until payment in full thereof has been made, at which point a re-connection charge  for the relevant Service will be applied. If any invoice remains unpaid after 60 days Arissian may delete the Customer’s account and associated data and any outstanding fees will attract a surcharge of 4% on the current Royal Bank of Scotland base rate for the full period the debt has been outstanding.

1.4.3 The Customer shall not be entitled to withhold payment in whole or in part on the ground that it has a claim, counterclaim or set-off against Arissian.

1.5 Liability

1.5.1 Except as provided in these Terms & Conditions, and in the Service Description relating to the Service, no warranty condition, undertaking or term, expressed or implied, statutory or otherwise, as to the condition, quality, performance, merchantability, durability or fitness for purpose of the Services is given or assumed by Arissian and all such warranties, conditions, undertaking and terms are hereby excluded. Where you are contracting as a consumer, your statutory rights under the Consumer Rights Act 2015 are unaffected. Neither, in any case, do we exclude or limit in any way our liability to you where it would be unlawful to do so.

1.5.2 Arissian will provide the Services with reasonable skill and care, but (where you are acting as a business customer and except as provided in these Terms and Conditions and the relevant Service Description) shall not under any circumstances in relation to its providing the Services be liable (whether in Contract, tort or otherwise) for any loss or damage of whatsoever nature suffered by the Customer whether arising from any act, default or neglect on the part of Arissian, its employees, agents or sub-contractors or from any defect in, failure in, or unsuitability for any purpose of, the Services, or otherwise howsoever, to the extent that the amount of such loss or damage exceeds (or would when aggregated with the amount of any previous loss or damage exceed) the greater of:

1.5.2.1 for the provision of SaaS the value of any Service Credit

1.5.2.2 the amount (if any) which Arissian is entitled to claim under the terms of any insurance policy in force at the time, up to a maximum of one million pounds (£1,000,000).

1.5.3 Where you act as a business customer Arissian shall not in any event be liable for any indirect or consequential loss whatever or however caused.

1.5.4 The Customer agrees fully and promptly to indemnify Arissian against all costs, claims, demands, damages, losses and expenses to which Arissian may become liable or which Arissian may suffer or incur as a result directly or indirectly of Arissian acting in accordance with the Customer’s instructions, or arising from any act, default or neglect on the part of the Customer, its employees, agents or subcontractors.

1.5.6 If you act as a consumer and we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking our agreement or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the agreement was made, both we and you knew that it might happen.

1.6  Termination

If you are contracting with us as a consumer, under the terms of the Consumer Contracts Regulations 2013 you have a right to change your mind within 14 days of the date of this agreement and to a refund. However, this right does not apply after you have started to download or stream any digital content or to any supply of services by us once these have been completed, even if the cancellation period is still running.

Without prejudice to suspend or terminate the provision of Services pursuant to condition 1.4.2 above, Arissian may suspend or terminate the provision of Services in the event that they are not accessed by you for a period of 11 consecutive months or more. In the event of you wishing to recommence use of the Services a reconnection fee may apply.

The supply of Services may be terminated by either party by notice in writing to the other having immediate effect if the other shall commit any breach of these Terms and Conditions which breach (if capable of remedy) is not remedied within 30 days of notification or if the other shall have a receiver or administrative receiver appointed of it or over any part of its undertaking or assets or shall pass a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect or if the other party shall become subject to an administration order or shall enter into voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business or, in the case of a consumer, shall have a bankruptcy order made against them.

The termination (howsoever arising) shall be without prejudice to the rights and remedies of the parties accrued before such termination and nothing shall prejudice the right of either party to recover any amount of outstanding at the termination howsoever caused.

1.7 Entire Agreement

These Terms and Conditions, the relevant Service Description, and the Licence Agreement constitute the entire understanding between the Customer and Arissian relating to the subject matter. It supersedes all previous communications, representations and Contracts either written or oral The Customer acknowledges that it is not entering into the Contract in reliance upon any representation not set out in the documents referred to above.

No amendment to these Terms and Conditions shall be binding unless both parties have agreed in writing or the Customer has accepted any changes or new terms by clicking acceptance online or via any relevant app.

2 SPECIFIC TERMS RELATING TO THE SUPPLY OF SAAS

2.1 This Clause 2 sets out terms relating to the supply of software applications (“Software”)  provided by the Supplier online by subscription service as more particularly described in the general description of the Luciditi Service on our website (“SaaS”).

2.2 Subject to the Customer purchasing the subscriptions (“ Subscriptions”) for the individuals the Customer authorises to use the Supplier’s SaaS Services (“Authorised Users”) in accordance with Licence Agreement the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the term of the subscription as set out in the Licence Agreement (“Subscription Term”) solely for the Customer’s business operations. The Customer may purchase additional User Subscriptions in accordance with the price list associated with the relevant Service Description.

2.3 The Supplier shall, during the Subscription Term, provide the SaaS Services and make available the Documentation to the Customer on and subject to the terms of this agreement.

2.4 The Supplier shall use commercially reasonable endeavours to provide the service availability set out in the relevant Service Description, except for:

2.4.1 Planned maintenance carried out outside the Normal Service Hours as set out in the Service Description, in which case the Supplier will provide a working week’s notice

2.4.2 Unscheduled maintenance performed outside the Normal Service Hours as set out in the Service Description, provided that the Supplier has used reasonable endeavours to give the Customer at least 4 Normal Service Hours notice in advance.

2.5 The Supplier will, as part of the Services and at no additional cost to the Customer, provide the Customer with the Supplier’s standard customer support services during Normal Service Hours in accordance with the relevant Service Definition in effect at the time that the Services are provided. The Supplier may amend the support services in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at the Supplier’s then current rates.

2.6 In relation to the Authorised Users, the Customer undertakes that:

2.6.1 Where the number of  Subscriptions is under the control of the Customer, the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of  Subscriptions it has purchased from time to time;

2.6.2 it will not allow or suffer any  Subscription to be used by more than one individual Authorised User;

2.6.3 Each Authorised User shall keep a secure password and secure encryption pass phrase for his use of the Services and Documentation;

2.7 The Customer shall not access, store, distribute or transmit any viruses or other disruptive elements of the type described in the Licence Agreement (“Viruses”), or any material during the course of its use of the Services

2.7.1 Is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

2.7.2 Facilitates illegal activity;

2.7.3 Depicts sexually explicit images;

2.7.4 Promotes unlawful violence;

2.7.5 Is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or

2.7.6 Causes damage or injury to any person or property; and the Supplier reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.

2.8 The Customer shall not:

2.8.1 Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:

2.8.1.1 and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

2.8.1.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

2.8.2 Access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

2.8.3 Use the Services and/or Documentation to provide services to third parties; or

2.8.4 License, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or

2.8.5 Attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and

2.9 The Customer shall:

2.9.1 Use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.

2.9.2 Carry out all other Customer responsibilities set out in this agreement in relation to the SaaS Services in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;

2.9.3 Ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;

2.9.4 Obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;

2.9.5 Ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and

2.9.6 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

2.10 The rights provided under this clause 2 are granted to the Customer only. The Supplier reserves all rights in and to the Software and the Documentation