PLEASE READ THESE TERMS CAREFULLY

By accepting these terms and conditions (the “Terms”) you:

• Represent and warrant that:
  • you are 18 or over;
  • you have the requisite authority to bind to these terms and conditions (the “Terms”) the Customer in relation to which or on whose behalf you are proposing to use the Platform; and
  • you and the Customer will use the Platform only for business purposes and not for any consumer purposes.
• Agree, on behalf of yourself and the Customer:
  • to these Terms which will bind you and the Customer; and
  • that the Customer will be jointly and severally liable for your breaches of these Terms and for any of your other acts and/or omissions in relation to the Platform and/or these Terms.

If you do not agree to these Terms, do not indicate your acceptance of them and do not use the Platform or the Documentation.

Definitions

“You / Your”: you and the Customer.

“Client(s)”: the companies, businesses, organisations, sole traders or other persons with whom we have agreements to provide certain services (including, but not limited to, sending invoices to their customers).

“Customer”: the company, business, organisation, sole trader or other person who has a relationship with one of our Clients and wishes to use the Platform to carry out certain actions through it (including, but not limited to, downloading documents and paying an invoice from one of our Clients).

“Platform”: the Corrivo software as a service platform and any updates or supplements to it.

Who we are and what this agreement does

We, Data Interconnect Limited (Company No. 03968058) of Units 45-50 Shrivenham Hundred Business Park, Majors Road, Watchfield., Swindon, Wiltshire, England, SN6 8TZ (“Data Interconnect / we / us / our”) hereby grant You a non-exclusive, non-transferable right, without the right to grant sublicences, to use:

• The Platform; and
• The related online documentation (the “Documentation”).

as permitted in these Terms.

Your privacy

We only use any personal data we collect through Your use of the Platform or otherwise, as a controller, in the ways set out in our privacy policy.

Please be aware that internet transmissions are never completely private or secure and that any message or information You send using the Platform may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

Support for the Platform and how to tell us about problems

Contacting us (including with complaints). If You think the Platform is faulty or wish to contact us for any other reason, please email our customer service team at Customerservices@datainterconnect.co.uk or call them on 01367 245777

How we will communicate with You. If we have to contact You we will do so by email, by SMS or by pre-paid post, using the contact details You have provided to us.

How You may use the Platform

In return for Your agreeing to comply with these Terms You may:

• Use the Platform for the following limited purposes of the Customer:
  • Access and download documents sent to You by our Client, including but not limited to; Invoices, Credit Notes, Statements, Proof of Delivery and Dunning Letters;
  • To pay an invoice from one of our Clients and as otherwise set out in the Documentation;
  • To raise a query on your account, Invoice(s) or line items;
  • View account balances and statement data.
• use any Documentation to support Your permitted use of the Platform.

Changes to these Terms

We may need to change these Terms from time to time including, without limitation, to reflect changes in law or best practice, to deal with additional features which we introduce or to deal with other changes to the Platform, our Clients’ needs or our business priorities. Every time You wish to use the Platform, please check these Terms to ensure You understand the terms and conditions that apply at that time.

We will try to give You reasonable notice of any change by sending You an email with details of the change or notifying You of a change when You next enter the Platform.

If You do not accept the notified changes, You will not be permitted to continue to use the Platform.

Updates to the Platform

From time to time we may automatically update the Platform including, without limitation, to improve performance, enhance functionality, reflect changes to the operating system, to reflect our Clients’ needs or our business priorities or address security issues.

Usage and restrictions

You agree that You will:

• keep a secure password for Your use of the Platform which is kept confidential;
• not access, store, distribute or transmit any viruses, or any material during the course of Your use of the Platform that:
  • is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  • facilitates illegal activity;
  • depicts sexually explicit images;
  • promotes unlawful violence;
  • is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
  • is otherwise illegal or causes damage or injury to any person or property;

and we reserve the right, without liability or prejudice to our other rights, to disable Your access to the Platform and any material that breaches the provisions of this clause;

• not rent, lease, sub-license, loan, provide, or otherwise make available, the Platform in any form, in whole or in part to any person without prior written consent from us;
• not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms:
  • attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform and/or Documentation (as applicable) in any form or media or by any means; or
  • attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or
  • access all or any part of the Platform and Documentation in order to build a product or service which competes with the Platform and/or the Documentation; or
  • use the Platform and/or Documentation to provide services to third parties; or
  • license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform and/or Documentation available to any third party; or
  • attempt to obtain, or assist third parties in obtaining, access to the Platform and/or Documentation, other than as provided under these Terms;
• use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify us.
• comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Platform;
• not use the Platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Platform or any operating system;
• not infringe our intellectual property rights or those of any third party in relation to Your use of the Platform, including by the submission of any material (to the extent that such use is not permitted by these Terms);
• not use the Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
• not collect or harvest any information or data from the Platform or our systems or attempt to decipher any transmissions to or from the servers running the Platform.

Intellectual property rights

You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Platform and the Documentation. Except as expressly stated herein, these Terms do not grant You any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Platform or the Documentation.

Our responsibility for loss or damage suffered by You

Whilst we will take reasonable precaution to ensure electronic data sent to or received from You is computer virus free, we will not be held responsible should a computer virus or similar destructive program be inadvertently transmitted to You nor will we be held liable for any consequences, loss or damage therefrom.

We:

• do not warrant that Your use of the Platform will be uninterrupted or error-free; or that the Platform, Documentation and/or the information obtained by You through the Platform will meet Your requirements; and
• 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 Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

You shall:

• ensure that Your network and systems comply with the relevant specifications provided by us from time to time; and
• be, to the extent permitted by law and except as otherwise expressly provided in these Terms, solely responsible for procuring, maintaining and securing Your network connections and telecommunications links from Your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet.

Except as expressly and specifically provided in these Terms:

• You assume sole responsibility for results obtained from the use of the Platform, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by You in connection with the Platform, or any actions taken by us at Your direction;
• all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement;

Except in respect of fraud or death or personal injury caused by our negligence:

• we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business or goodwill, or pure economic loss or for any type of indirect, special or consequential loss (including loss or damage suffered as a result of an action brought by a third party) even if such loss was reasonably foreseeable or we had been advised of the possibility of the loss being incurred;
• the entire aggregate liability of us for any other liability, loss or damage suffered by You (together with any other persons using the Platform in relation to or on behalf of the Customer) under or in connection with these Terms (and the terms under which such other persons are using the Platform) shall not exceed [£100,000].

The limits and exclusions in this clause reflect the fact that, among other things, the Platform is provided to You free of charge.

We shall not be liable to You (or the Customer) or be deemed to be in breach of these Terms by reason of any delay in performing, or any failure to perform, any of our obligations under these Terms, if the delay or failure was due to any cause beyond our reasonable control. Without prejudice to the generality of the foregoing and except in circumstances where any of the foregoing were actually within our control, the following shall be regarded as causes beyond our reasonable control:

• act of God, explosion, flood, tempest, fire or accident;
• war or threat of war, terrorism, sabotage, insurrection, civil disturbance or requisition;
• acts, restrictions, regulations, bye-laws, prohibition or measures of any kind on the part of any governmental, parliamentary or local authority.

We may suspend or end Your rights to use the Platform

The Platform is made available free of charge to You.

We do not guarantee that our Platform, or any content on it, will always be available or be uninterrupted. We may at any time suspend or withdraw or restrict the availability of all or any part of our Platform for business, operational or other reasons including, but not limited to, the following reasons:

• where our contract with the relevant Client terminates;
• if the relevant Client makes a request for such suspension or withdrawal;
• if You breach any provision of these Terms;
• if we suspend or withdraw the relevant Client’s rights to use the Platform.

We will try to give You reasonable notice of any suspension or withdrawal.

If we end Your rights to use the Platform You must stop all activities authorised by these Terms, including Your use of the Platform.

We may transfer this agreement to someone else

We may transfer our rights and obligations under these Terms to another organisation. We will always tell You in writing if this happens and we will ensure that the transfer will not affect Your rights under the contract.

You need our consent to transfer Your rights to someone else

You may only transfer Your rights or Your obligations under these Terms to another person if we agree in writing.

Rights of third parties

Except as stated in these Terms, these Terms shall not confer any benefit or right of action on any third party and the provisions of the Contracts (Rights of Third Parties) Act 1999 and any subsequent, supplementary or modifying legislation are hereby excluded to the fullest extent possible by law.

If a court finds part of this contract illegal, the rest will continue in force

Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

Even if we delay in enforcing this contract, we can still enforce it later

Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that You do anything You are required to do under these Terms, or if we delay in taking steps against You in respect of Your breaking this contract, that will not mean that You do not have to do those things and it will not prevent us taking steps against You at a later date.

Which laws apply to this contract and where You may bring legal proceedings

These Terms and any dispute or claim arising out of or in connection with it or its 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.

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 or its subject matter or formation (including non-contractual disputes or claims).