A) We have developed and own a software platform which provides a comprehensive and flexible system for creating and running business workflow modules, including a secure web-based dashboard, database, tools and data visualisations.
B) You wish to use our platform in your business operations and you therefore wish to take (and we are willing to grant) a licence to use such platform on the terms and subject to the conditions of this Agreement.
The definitions and rules of interpretation set out in Schedule 1 apply in this Agreement.
2.1 We are Nexoid Ltd (company number 09015573), a company registered in England and Wales (United Kingdom) and our registered office is at 12 John Princes Street, London W1G 0JR.
2.2 We can be contacted via the "contact us" section of the public website https://www.nexoid.com/contact_us. Clause 19 applies to the giving of formal notices under this Agreement.
3.1 The terms of this Agreement apply to your use of the Platform. They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.2 This Agreement is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in this Agreement.
3.3 You should print a copy of this Agreement or save it to your computer for future reference..
3.4 The most up-to-date version of this agreement can be found on our public website https://www.nexoid.com/terms_and_conditions.
3.5 This agreement may be updated without notice.
4.1 Please follow the onscreen prompts to apply to use the Platform, including by setting up your method of paying the Charges. On successful completion of the application, this Agreement will be in effect and you will be able to view your Account Settings.
4.2 Either party can terminate this Agreement at any time on one month's notice. You will be liable to pay Charges up to and including the day of termination: if this falls part way during a month, we will pro rate the Charges to take this into account.
5.1 If you wish to import your current service management data from a legacy system to the Platform, please consult https://developer.nexoid.com for information on how to achieve this. If you are after further assistance please contact us via the website.
5.2 During the process described in Clause 5.1 you will need to validate that data has been imported correctly and will have an opportunity to check and amend any errors. You are responsible for ensuring that all imported data is complete and accurate.
6.1 From the date of this Agreement and only for as long as it is in force, we grant you a licence to use the Platform and Modules in accordance with this Agreement and documentation layed out in https://developer.nexoid.com.
6.2 The licence granted under Clause 6.1 is:
6.3 In relation to Modules, the licence granted under Clause 6.1 gives you the following rights:
6.4 We own all IPR in the Platform, https://developer.nexoid.com, Our Modules and in any part of Our Modules which are incorporated in Your Modules or Other Modules.
6.5 You own all IPR in Your Modules, save to the extent that they incorporate any part of Our Modules, and in the Data.
6.6 If you wish to make any of Your Modules available to other users of the Platform, including on a commercial basis, you may do so only in compliance with the relevant provisions in https://developer.nexoid.com: if no such provisions exist at the relevant time, you may not make Your Module available on any basis to any person without our agreement.
6.7 You grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy, modify and otherwise use any materials provided by you (including the Data, Your Modules and Other Modules) for the term of this Agreement and solely for the purpose of providing the Platform to you.
6.8 You will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access, you will promptly notify us.
6.9 Any rights provided to you under this Clause 6 are personal to you and are not granted to any other member of your Group.
7.1 You are entitled to access https://developer.nexoid.com for the duration of this Agreement.
8.1 We warrant to you that we will provide the Platform and Our Modules using reasonable care and skill.
8.2 Subject to Clauses 8.3 and 8.4 and the other provisions of this Agreement, where there is an Outage which lasts for more than 24 hours, we will refund the Charges in respect of each subsequent 24 hours of Outage in that month, pro rating the Charges over the number of days in that month. We will apply the refund to your next invoice.
8.3 We shall not be liable for any failure by us to comply with this Agreement to the extent that such failure is caused by:
8.4 We do not warrant that your use of the Platform or Modules will be uninterrupted or error-free and shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from:
8.5 We will update the Platform and Modules from time to time. As regards, Modules, we will endeavour to preserve backwards compatibility for as long as feasible. The policy for updating Modules is:
8.6 If you opt out of a major update pursuant to Clause 8.5(c), we may be unable to provide support via https://developer.nexoid.com in relation to any issues that arise because you are using an older version of a Module nor can we ensure its continued compatibility with the Platform or other Modules.
9.1 You will:
9.2 You are responsible for design and execution of Your Modules and for ensuring that such Modules operate in accordance with the parameters set out in https://developer.nexoid.com and in particular that Your Modules and Other Modules:and
9.3 You will not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Platform or https://developer.nexoid.com, that:
and we reserve the right, without liability or prejudice to our other rights to you, to disable your access to any material that breaches the provisions of this Clause.
9.4 You have no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Platform in whole or in part except to the extent that: (i) any element of the Platform is open source and publicly available; and/or (ii) any reduction of the Platform to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Platform with the operation of other software or systems used by you, unless we are prepared to carry out such action at a reasonable commercial fee or have provided the information necessary to achieve such integration within a reasonable period, and you shall request us to carry out such action or to provide such information and shall meet our reasonable costs in providing that information.
9.5 You may not use any such information provided by us or obtained you during any such reduction permitted under Clause 9.4 to create any software whose expression is substantially similar to that of the Platform nor use such information in any manner which would be restricted by any Intellectual Property Rights subsisting in it.
9.6 You shall not:
10.1 You are responsible for configuring the Platform and Modules to reflect, and for establishing and ensuring compliance with:
10.2 You are also responsible for:
11.1 In return for the licences set out in Clause 6 and the provision of the Platform and Modules, you will pay us the Charges. You can pay the Charges by credit card or direct debit. If the details change from those you provide on signing up, you must update your Account Settings so that there is always a valid method of payment in place.
11.2 We may increase the Charges on three months' notice. If you do not want to accept the increase, you may terminate this Agreement as set out in Clause 4.2.
11.3 Our Charges are exclusive of VAT. Where VAT is payable, you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
11.4 If you fail to make a payment by the due date, then, without limiting our remedies under Clause 16, we will assume that you have cancelled the Agreement and will invoice you up to the date one month from your failed payment date.
11.5 You must pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law, in which event you will "gross up" the amount such that we receive the full amount due to us).
12.1 Both you and we warrant and undertake to each other that each of us:
12.2 We warrant to you that you use of the Platform and Our Modules in accordance with this Agreement will not infringe the Intellectual Property Rights of any third party.
12.3 Subject to Clause 12.6, we will defend, indemnify and hold you harmless for all direct losses, reasonable expenses, claims, actions, proceedings, damages and costs (including court costs and reasonable legal fees) you may incur or suffer directly arising out of or directly in connection with any claims or allegations by a third party that its Intellectual Property Rights have been infringed by your use of the Platform or Our Modules in accordance with this Agreement.
12.4 The indemnity in Clause 12.3 is given provided that if any third party makes a claim, or notifies an intention to make a claim, against you which may reasonably be considered likely to give rise to a liability under that indemnity, then you will:
12.5 If a claim is made by a third party as referred to in Clause 12.3, we will have the right at our option either to:
12.6 In no event shall we, our employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on:
12.7 This Clause states your sole and exclusive rights and remedies, and Clause 14.3 states our (including our employees', agents' and sub-contractors') entire obligations and liability, for infringement of any Intellectual Property Rights.
12.8 You warrant to us that your use of Your Modules or Other Modules in accordance with this Agreement will not infringe the Intellectual Property Rights of any third party and that you have obtained from the relevant third parties all rights and licences required to use Other Modules on the Platform.
13.1 To the extent that the Data consists of personal information, we will use it only to:
13.3 Your Data will be stored and processed on AWS in the Data Zone.
13.4 We may analyse Data in order to monitor and optimise the use of our systems and to identify trends and generate reports across all or a selection of our customers. In doing so, we will anonymise all personal information and will not include your Confidential Information. We will own the data and reports we create.
14.1 Nothing in this Agreement limits or excludes our liability for:
14.2 subject to Clause 14.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:
14.3 Subject to Clause 14.1 and without prejudice to Clause 14.2, our total aggregate liability to you arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the Charges paid under this Agreement in the three months prior to the first event giving rise to our liability. If the Agreement has not been in force for three months, the Charges for the such period shall be pro rated accordingly to give the figure for three months
14.4 Except as expressly stated in this Agreement, we do not give any representations, warranties or undertakings in relation to the Platform or any associated services. Any representation, condition or warranty which might be implied or incorporated into this Agreement by statute, including without limitation the terms implied by sections 3 to 5 of the
14.5 --TS--This Clause 14 will survive termination of this Agreement.
15.1 We each undertake that we will not at any time during this Agreement, and for a period of five years after termination of this Agreement, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers ("Confidential Information"), except as permitted by Clause 15.2.
15.2 We each may disclose the other's Confidential Information:
15.3 Each of us may only use the other's Confidential Information for the purpose of fulfilling our respective obligations under this Agreement.
16.1 Without prejudice to Clauses 4 and 11, and without limiting any of our other rights, we may suspend your access to the Platform, or terminate this Agreement with immediate effect by giving written notice to you if:
16.2 Termination of this Agreement will not affect your or our rights and remedies that have accrued as at termination.
16.3 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
16.4 On termination of this Agreement for any reason:
17.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by any act or event beyond our reasonable control ("Event Outside Our Control").
17.2 If an Event Outside Our Control takes place that affects the performance of our obligations under this Agreement:
17.3 You may cancel this Agreement affected by an Event Outside Our Control which has continued for more than one month. To cancel, please contact us as set out in Clause 18.
18.1 Any notice or other communication given by one of us to the other under or in connection with this Agreement must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
18.2 A notice or other communication is deemed to have been received:
18.3 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
18.4 The provisions of this Clause will not apply to the service of any proceedings or other documents in any legal action.
19.1 Assignment and transfer.
19.2 Variation. Any variation of this Agreement only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
19.3 Waiver. If we do not insist that you perform any of your obligations under this Agreement, 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 or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
19.4 Severance. Each provision of this Agreement operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining provisions will remain in full force and effect.
19.5 Third party rights. This Agreement is between you and us. No other person has any rights to enforce any of its terms.
1.1 The following capitalised words have the meanings set out opposite them.
Account Settings:the tab or other area on the Platform which sets out details of your account with us, including:
and where you can view, and in some cases change, those parameters or settings;
Agreement:this agreement, setting out the terms and conditions which bind you and us;
Authorised User:a natural person who is your employee, contractor or agent;
AWS:Amazon Web Services and any similar web hosting service that we may use from time to time;
Business Day:a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
Charges:the charges set out in, or referred to in, the Account Settings as may be varied in accordance with this Agreement;
Confidential Information:has the meaning given in Clause 15.1 and, in respect of the you, shall include the Data, and, in respect of us, shall include the Proprietary Material;
Data:the information and data you input into or access via a Module and any data or reports generated at a result of processing that data, save to the extent that it is Proprietary Material;
Data Laws:all applicable law relating to the processing of personal data and privacy, including:
Event Outside Our Control:has the meaning given in Clause 17.1;
GDPR:the EU General Data Protection Regulation (Regulation (EU) 2016/679);
Group:in respect of either you or us: means you or us, as relevant, and any current or future subsidiary or holding company or any corporate entity with an immediate or ultimate holding in common with you or us, as relevant, where "subsidiary" and "holding company" have the meanings as set out in Section 1159 of the Companies Act 2006;
https://developer.nexoid.com:the wiki set up and operated by Nexoid, containing information relating to the Platform, to which you will have access during the term of this Agreement;
Intellectual Property Rights or IPR:patents, utility Modules, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
Module:a workflow Module built using the functionality of the Platform and to operate on the Platform and complying with the specifications set out in https://developer.nexoid.com;
Other Module:any Module licensed to you by a third party and which complies with the requirements of this Agreement;
Our Module:any Module owned by or licensed to us and made available to you as agreed from time to time;
Outage:where you are unable to access the Platform and run Modules, due to a technical issue affecting us, other than as referred to in Clauses 8.3 and 8.4 or a problem with your own systems.
Platform:the platform we make available from time to time via https://app.nexoid.com (or any other website notified to you by us from time to time), through which we provide the ability to run Modules, including any software and Intellectual Property Rights embodied in such platform;
Proprietary Material:the Platform, Our Modules and https://developer.nexoid.com;
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices;
you: the legal entity which is entering into this Agreement with us, as set out in your Account Settings;
Your Module: a Module which:
except in each case to the extent that the Module incorporates Proprietary Information;
2.1 In this Agreement, unless the context otherwise requires:
This document was original written in English and has been translated for your convenience. In the event that there are contradictions the English version is deemed to the be correct version.