These software trial terms of service (Terms Of Service) are a legal agreement between you (Customer) and Support Robotics Limited a company incorporated and registered in England and Wales with company number 10686847 whose registered office is at St. John's Innovation Centre, Cowley Road, Cambridge, CB4 0WS, United Kingdom (SR) for trial use of the Services (as defined below) on the terms set out below.
By using the Services (as defined below) you agree that you have read and agree to these Terms Of Service. If you do not agree to these Terms Of Service, you must not use the Services.
1.1 The definitions and rules of interpretation in this clause apply in these Terms Of Service.
Authorised Users: those employees, agents and independent contractors of the Customer who are authorised to use the Services.
Customer Data: the data inputted by the Customer, Authorised Users, or SR on the Customer's behalf in the course of using the Services or facilitating the Customer's use of the Services.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
Effective Date: the date that SR first makes the Services available to the Customer.
Services: the software-based services provided by SR to the Customer under these Terms Of Service as further described in Schedule 1.
Software: the online software and mobile applications provided by SR as part of the Services.
Term: the period of 30 days commencing from the Effective Date.
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the Data Protection Act 2018; the UK GDPR (as defined in the Data Protection Act 2018); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
2.1 SR hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Software during the Term solely for the Customer's business operation and the provision of its services to its customers.
2.2 The Customer shall not:
2.3 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify SR.
3.1 SR shall, during the Term, provide the Services to the Customer on and subject to the terms of these Terms Of Service.
4.1 The Customer, or the relevant users, shall own all right, title and interest in and to all of the Customer Data that is not personal data. The Customer shall be responsible for ensuring that all necessary consents and licences are obtained in relation to any Customer Data, including any personal data prior to including or permitting the inclusion of such Customer Data in the Services.
4.2 SR shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Customer Data, available on its website. Such document may be amended from time to time by SR in its sole discretion.
4.3 Both parties will comply with all applicable requirements of the Data Protection Legislation. The parties acknowledge that for the purposes of these Terms Of Service, the Customer shall be the controller and SR shall be the processor in respect of any personal data processed via the Services (as such terms are defined in the Data Protection Legislation).
5.1 SR warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms Of Service.
5.2 SR does not warrant that:
5.3 Other than the express warranties provided in these Terms Of Service, SR disclaims all warranties, representations and conditions, express or implied, including implied warranties of merchantability and fitness for a particular purpose, in relation to or arising out of these Terms Of Service, the Services or any other services provided by SR. Nothing in this clause affects any statutory rights that cannot be excluded.
5.4 These Terms Of Service shall not prevent SR from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms Of Service.
The Customer shall:
in order to provide the Services;
7.1 The Customer acknowledges and agrees that SR and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, these Terms Of Service do not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.
7.2 SR confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms Of Service.
8.1 The Customer acknowledges and agrees that the Services are provided to the Customer on an "as is" basis.
8.2 Nothing in these Terms Of Service excludes the liability of SR:
8.3 Subject to Clause 8.2 SR shall not be liable in any manner for any loss suffered by the Customer in connection with the Services.
9.1 These Terms Of Service shall commence on the Effective Date and shall continue until the expiry of the Term.
9.2 Without affecting any other right or remedy available to it, either party may terminate these Terms Of Service with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of these Terms Of Service.
10.1 Each party acknowledges that as a result of performing these Terms Of Service it may have access to data or information, oral or written, related to the other party's past, present or future research, development or business activities that the other party reasonably considers to be confidential or proprietary, including any such information received by a party from a third-party ("Confidential Information").
10.2 During the Term, each party agrees that it will not disclose Confidential Information of the other party or use Confidential Information of the other party other than as necessary to perform its obligations and exercise rights under these Terms Of Service.
10.3 Confidential Information does not include (a) any information which was already lawfully within the possession of the receiving party prior to the disclosure; (b) any information that is or becomes generally available to the public without breach by the receiving party; (c) any information properly obtained before or after the Effective Date from a third party without an obligation of confidentiality; (c) any information independently developed by the receiving party without reference to Confidential Information.
11.1 These Terms Of Service and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
11.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms Of Service or their subject matter or formation (including non-contractual disputes or claims).
The following licences are granted for the Term in relation to the Software provided under these Terms Of Service:
|
Software Modules |
Licence Scope |
|
Broadband Remote Support Portal |
A maximum of 10 Authorised Users unless otherwise confirmed by SR in writing |
|
Support Robotics branded "ISP Support" app for iOS |
Unlimited use |
|
Support Robotics branded "ISP Support" app for Android |
Unlimited use |
Terms edited by Support Robotics Limited, October 2022