NowLogIt. – App Licence Agreement
The App is designed for business use only. These Terms and Conditions do not apply to individual consumers using the App for personal purposes (that is, not in connection with, or for use in, their trade, business, craft or profession). Please read these terms and conditions carefully. If you do not agree to all of these Terms and Conditions you must not use the App.
1. Definitions and Interpretation: In these Terms and Conditions, the following expressions have the following meanings: “App” means the App provided by the Company including the QR Code and use of the Website; “Client” means the individual, firm or corporate body using the App. Where an individual is entering into this Contract on behalf of a business, the individual confirms they have the authority to enter into this Contract on behalf of that business and the business shall be the Client in the context of this Contract; “Client Data” means the data inputted to the Software by the Client, or anyone authorised by the Client or the User(s); “Company” means NowLogit. Eventus, Sunderland Rd, Market Deeping, Peterborough PE6 8FD “Contract” means the contract formed as detailed in clause 2, which includes the acceptance of these Terms and Conditions; and “Website” www.nowlogit.com.
1.1 Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.1.1 “we”, “us” and “our” is a reference to the Company;
1.1.2 “you” and “your” is a reference to the Client;
1.1.3 “writing” and “written” includes emails and similar communications;
1.1.4 a statute is a reference to that statute as amended or re-enacted at the relevant time;
1.1.5 “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time;
1.1.6 a clause refers to a clause of these Terms and Conditions;
1.1.7 a "Party" or the "Parties" refer to the parties to these Terms and Conditions.
1.2 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon their interpretation.
1.3 Words imparting the singular number shall include the plural and vice versa. References to any gender shall include the other gender. References to persons shall include corporations.
2. The Contract
2.1 The licence granted under these Terms and Conditions shall commence on the date of the Clients first access to the App.
2.2 Once the Contract is formed, and provided payment (where necessary) is made in accordance with clause 4, we will immediately grant you a nonexclusive, non-transferrable licence to use our App in object code form only, solely for your own internal business operations, within the bounds of these Terms and Conditions.
3.1 You will be required to select a password when you first log in. You must use reasonable endeavours to ensure that your password and that of any user is kept confidential, is changed frequently and is suitably strong and secure in accordance with cyber-security best practice 3.2 It is your responsibility to ensure that your employees, agents and other parties under your control who will use the App do so in accordance with these Terms and Conditions and are accordingly notified of the same.
3.3 You will ensure that any person authorised to use the App, who leaves your employment, has their access to the App removed promptly and in any case that they have no access to the App whatsoever on the date their employment ends. You must notify us at the earliest opportunity, at least 7 days before the person leaves employment so we can delete their user account. You will use all reasonable endeavours to prevent any unauthorised access to, or use of, the App and, in the event of any such unauthorised access or use, shall promptly notify us. 3.4 All proprietary rights in the App remain with us. You shall not:
3.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, transmit, or distribute all or any portion of the App in any form or media or by any means;
3.4.2 attempt to reverse compile, disassemble, or reverse engineer all or any part of the App;
3.4.3 access all or any part of the App in order to build a product or service which competes with the App;
3.4.4 vary, delete or obscure any notices of proprietary rights or any product identification or restrictions on or in the App;
3.4.5 sub-license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the App available to any third party unless expressly authorised by us; or
3.4.6 attempt to obtain, or assist third parties in obtaining, access to the App other than as provided under this clause 3.
3.5 We do not warrant that your use of the App will be uninterrupted or errorfree; nor that the App will meet your requirements.
3.6 We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the App may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
3.7 We reserve the right to carry out maintenance at such times as may be necessary at our discretion but will endeavour to give you advance notice where possible.
3.8 The Client undertakes that it will ensure that each authorised user keeps their password confidential. Passwords can be changed or reset by you.
3.9 The Client shall not store, distribute or transmit any viruses, or any material on the Client’s website or during the course of its use of the App that:
3.9.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
3.9.2 facilitates illegal activity;
3.9.3 depicts sexually explicit images;
3.9.4 promotes unlawful violence;
3.9.5 is knowingly discriminatory based on race, gender, religious belief, sexual orientation, disability, or any other illegal activity; or
3.9.6 causes or may cause damage or injury to any person or property and we reserve the right, without liability to the Client, to remove any content that breaches the provisions of this clause.
3.10 The rights provided under these Terms and Conditions are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client without our written permission.
3.11 The Client shall own all rights, title and interest in and to all content and data uploaded by the Client and shall have sole responsibility for its legality, reliability, integrity, accuracy and quality. For the avoidance of doubt, we do not monitor, and will have no liability for the contents of, any content or communications transmitted by the Client using the App.
4.1 The fee payable for use of the App is as stated on our Website, or otherwise as agreed between us in writing. Payment is required before access to the App becomes available.
4.2 The fee is an annual fee, you will be notified prior to expiry and invited to renew. Upon expiry the Client Data stays on your account for 7 years deleted but access to the logbook will be suspended.
4.3 We reserve the right to review our licence fees periodically and will provide you with a minimum of 30 days’ notice of any change in the fees before such change shall take effect.
4.4 All payments are payable via Stripe, PayPal or Go Cardless in advance on an annual rolling basis.
4.5 All sums payable pursuant to the Contract are exclusive of VAT at the current rate. All payments by the Client shall be made in pounds sterling without any set-off, withholding or deduction. Any amendment to the standard VAT rate will be notified in writing and subsequent payments adjusted accordingly.
5. Intellectual Property Rights, Claims and Disputes 5
.1 The App, together with any and all intellectual property rights of whatever nature which now or in the future subsist in the App are and shall remain our property. This Contract does not constitute a sale of the original App or any copies thereof.
5.2 You must notify us immediately if you become aware of any unauthorised use of the whole or any part of the App by any person.
5.3 We will defend, at our own expense, any claim brought against you alleging that the use of the App infringes the intellectual property rights of a third party and we shall pay all reasonable costs and damages awarded or agreed to in settlement of such a claim provided that you:
5.3.1 give us the sole authority to defend or settle the claim;
5.3.2 furnish us with prompt written notice of the alleged claim; and
5.3.3 provide us with reasonable assistance in respect of the claim.
5.4 We shall have no liability for any such claim resulting from any modification of any part of the App by any party other than us or an authorised agent of ours.
6. Our Obligations
6.1 We warrant that the App will operate as described, when used properly.
6.2 We warrant that we will use all reasonable care and skill in fulfilling our obligations under this Contract.
6.3 We will ensure that we and our agents and subcontractors take all reasonable precautions to ensure that no known viruses, spyware or other malware for which detection and antidote App is generally available are coded or introduced into the App.
6.4 If we receive written notice from you, after the Contract is formed, of any breach of our obligations then we shall remedy the defect or error in question at our own expense and as soon as reasonably possible.
6.5 When notifying us of a defect or error, please (where possible) provide us with a documented example of such defect or error and report any defect or error as soon as the defect or error becomes apparent at least within 24 hours.
6.6 Our obligations are subject to you complying with your obligations under the terms of this Contract and shall also be subject to the limits and exclusions of liability set out in clause 8. In particular, they shall not apply if any defect in the App arose or was exacerbated as a result of:
6.6.1 incorrect use, operation or corruption of the App;
6.6.2 any unauthorised modification or alteration of the App; or
6.6.3 use of the App with other App or on equipment with which it is incompatible.
7.1 We may terminate this Contract at any time by giving the Client a minimum of 90 days’ written notice.
7.2 Either Party may terminate the Contract immediately by giving written notice to the other if the other Party commits any serious breach of any term of this Contract and (if the breach is capable of being remedied) has failed to remedy the breach within 14 days after receiving a written request from the other Party to do so.
7.3 The Contract cannot otherwise be cancelled and in this event, no refund will be provided and the Services will remain available to you until officially expired.
7.4 Upon termination, the Client’s access and licence to use any App provided by us shall terminate immediately and we will store any Client Data contained in the App for a period of 7 years in line with fire safety standards.
7.5 In the event of any breach or suspected breach by the Client, we reserve the right to immediately disable the Client’s account and access to any App provided by us, until we have investigated the breach.
7.6 Any and all obligations of the Parties which either expressly or by their nature continue beyond the termination, cancellation or expiration of this Contract shall survive termination on a pro-rata basis.
7.7 The rights to terminate this Contract given by this clause 7 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
8.1 Nothing in these Terms and Conditions excludes or seeks to exclude our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.
8.2 Except as provided in clause 8.1 above, we will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our servants or agents or otherwise) in connection with the performance of our obligations under the Contract. All warranties or conditions whether express or implied by law are hereby expressly excluded to the maximum extent permitted by law.
8.3 In the event of a breach by us of our express obligations under these Terms and Conditions, the remedies of the Client will be limited to damages, which in any event, shall not exceed the fees paid by the Client for the use of the App in the 12 months preceding the date on which the alleged claim arose.
9.1 Each party shall keep in strict confidence all technical or commercial knowhow, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed by one party to the other. Each party shall restrict disclosure of such confidential material to such of its employees as need to know the same for the purpose of discharging its obligations under the Contract and shall ensure that such employees are subject to corresponding obligations of confidentiality.
9.2 This clause 9 shall survive termination of the Contract, however caused.
9.3 The Company reserves the right to use the Clients data with their broadcast data for providing future forecasts, if the Company uses the Clients data in this way we shall ensure that the Clients data is anonymised and no project specifics shall be given out.
10. No Employment
10.1 Nothing in this Contract shall render or be deemed to render us an employee or agent of yours or you an employee or agent of ours.
10.2 Nothing in this Contract shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in this Contract. Neither Party shall have the authority to act in the name of or on behalf of, or otherwise to bind, the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
11. Data Protection
11.1 If any personal data (as defined by the Data Protection Act 2018 and subsequently the General Data Protection Regulations 2016) is passed to us under this Contract then the parties agree that you are the data controller and that we are the data processor.
11.2 The Client Data we collect and process is as follows, including anything that is uploaded by you;
11.2.2 email address
11.2.3 company fire records
11.3 The Client will own all rights, title and interest in and to all of the Client Data and will have sole responsibility for backing up such Client Data and for its legality, reliability, integrity, accuracy and quality.
11.4 We shall:
11.4.1 process the Client Data only to the extent, and in such manner, as is necessary for the provision of the Services or as is required by law or any regulatory body;
11.4.2 implement appropriate measures to protect the Client Data against unauthorised or unlawful processing or loss, destruction, damage, alteration or disclosure; and
11.4.3 take reasonable steps to ensure the reliability and confidentiality of any of our personnel who have access to the Personal Data.
12. Force Majeure
12.1 We shall not be liable to the Client for any breach of our obligations under this Contract if such breach is due to an act, event, omission or accident beyond our reasonable control (Force Majeure Event). Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond our reasonable control.
12.2 If a Force Majeure Event occurs, we shall inform the Client as soon as possible and take all reasonable steps to mitigate the effects of the Force Majeure Event and resume performance of our obligations as soon as possible.
No failure or delay by either Party in exercising any of its rights under this Contract shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Contract shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
14. Entire Agreement
14.1 This Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
14.2 None of our employees are authorised to make any contractually binding representations concerning the Services. In entering into the Contract, the Client acknowledges that it does not rely on, and waives any claim for breach of, any such statement, representation, assurance or warranty (whether made negligently or innocently) which has not been confirmed in writing by an authorised officer of ours.
15.1 The Client shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
15.2 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under the Contract, without the consent of the Client.
16. Third Party Rights: The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.
17.1 Any notice required to be given pursuant to this Contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post or by e-mail to the address of the party as set out in these terms and conditions, or such other address as may be notified by one party to the other.
17.2 A notice delivered by hand is deemed to have been received when delivered (or, if delivery is not in business hours, 9.00am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. An email shall be deemed to have been delivered within 24 hours from the time of being sent, provided that no “non-deliverable” notice is received by the sender.
In the event that one or more of the provisions of this Contract is found to be unlawful, invalid or otherwise unenforceable, that/those provision(s) shall be deemed severed from the remainder of this Contract. The remainder of this Contract shall be valid and enforceable.
19. Law, Jurisdiction and Dispute Resolution
19.1 This Contract and all matters arising from it and any dispute resolutions referred to below shall be governed by and construed in accordance with the laws of England and Wales.
19.2 Where there is a dispute, the aggrieved Party shall notify the other Party in writing of the nature of the dispute with as much detail as possible about the issue. A senior representative of each of the Parties shall communicate within 7 days of the date of the written notification in order to reach an agreement about the nature of the issue and the corrective action to be taken by the respective Parties.
19.3 If the Parties cannot resolve a dispute in accordance with clause
19.4, they shall seek to resolve the dispute or difference amicably using an Alternative Dispute Resolution (“ADR”) procedure acceptable to both Parties before pursuing any other remedies available to them. If either Party fails or refuses to agree to or participate in the ADR procedure or if in any event the dispute is not resolved to the satisfaction of both Parties within 30 days after it has arisen, the matter shall be settled in accordance with the procedure below.
19.5 If the Parties cannot resolve the dispute by the procedure set out above, the Parties shall irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for the purposes of hearing and determining any dispute arising out of this Contract.