This statement is effective as of 1st May 2018.
DutyMan Terms of Use
These Terms of Use govern your access to Sailing Club
Software Ltd ’s (“Our”/ “We”/ “Us”) Services and Web Sites on the internet.
“You” or Your” means the organisation and/ or person who registers and obtains
access to Our Services.
Your agreement to these Terms of Use forms Your contract
with Us for The Service known as DutyMan, hereinafter referred to as “The
Service”. A complete definition of The Service exists within the operational user
documentation. This may be accessed in full during a free trial period and
before any live data is uploaded.
We grant You access to The Service subject to these Terms of
Use and Your acceptance thereof (the “Agreement”). “The Service” is a
collective designation for all services (whether provided free of charge or
against payment) to which you obtain access via Our Web Sites. “Your Service”
means an individual service providing, among other things, storage space and
processing for electronic information, and communications services provided to
You by Us.
Subscriptions
The Service will only be activated for you upon payment of a
subscription (“Your Subscription”), after any period of free trial.
If you terminate Your Subscription you will continue to have
access to The Service for the remainder of the prevailing subscription period
up until the renewal date whereupon access will cease unless you choose to pay
the subscription fee to reactivate Your Subscription.
Your Undertakings
You represent and warrant that you have the authority to
enter into this Agreement, to use The Service, and to perform any and all acts
as may be necessary under these Terms of Use, on behalf of the entity in whose
name You register on Our Web Site.
You shall be responsible for the activities conducted
through use of The Service and shall ensure compliance with national laws in
conjunction therewith.
You shall ensure that the log-in name and password provided
by You in conjunction with registration on Our Web Site are stored in a secure
manner and cannot be accessed and thereby used by third parties. You shall be
liable for any unauthorised use of The Service.
Use of The Service
You shall not reproduce; trade or resell The Service, or
engage in any conduct that may disrupt the provision of The Service.
Data Protection
Both parties shall comply with all applicable requirements
of relevant data protection legislation. This clause is in addition to, and
does not relieve, remove or replace, a party's obligations under relevant data
protection legislation.
You warrant that You have fully complied with your
obligations in respect of any personal data collected by You and supplied to
Us, and You indemnify and hold Us harmless in respect of any costs and expenses
(including professional fees) incurred by Us as a result of or arising out of
any failure by You to comply with such obligations.
Where You are operating in the EU, or controlling personal
data about EU citizens, You warrant that You have fully complied with Your
obligations in respect of the EU GDPR from 25 May 2018.
We recognise that UK is in the process of leaving EU. These
Terms of Use assume that similar regulations are to be put in place after
leaving and until updated the term EU GDPR shall be taken to mean also such
similar regulations.
Where the EU GDPR applies, the parties acknowledge that You
are the Data Controller and We are the Data Processor (where Data Controller
and Data Processor have the meanings as defined in the EU GDPR).
Where EU GDPR applies, We shall not transfer any of Your
data outside of the European Economic Area unless in response to a specific
request from You (normally You downloading or viewing Your data via The Service
from a location outside EEA), or where Our data backup service uses servers outside
EEA in which case We shall use only data backup services declaring compliance
with the relevant requirements of EU GDPR. Your agreement to these Terms of
Use is your general written authorisation for Us to use third party data
storage and back-up services, subject to those services declaring compliance
with the relevant requirements of EU GDPR.
Where You are not operating in the EU nor controlling
personal data about EU citizens, You warrant that You have fully complied with
Your obligations in respect to all relevant data protection legislation.
We shall process data provided by You only as specified by
Your settings and controls described in The Service documentation, except where
We are required to process Your data by relevant law, in which case We shall
promptly notify You unless the law prohibits us from so notifying.
We warrant that we have in place appropriate technical and
organisational measures to protect against unauthorised or unlawful processing
of Your data and against accidental loss or destruction of or damage to Your
data, and that all personnel who have access to Your data are obliged to keep
Your data confidential.
As an integral part of The Service: You may view or download
Your data without any need to contact Us; You may rectify any errors in Your
data without any need to contact Us; You may delete Your data without any need
to contact Us; You may stop Us processing Your data at any time by deleting
Your data.
In the event that You delete any or all of Your data, We
warrant that such data shall be securely erased from Our servers and
operational back-ups within a period of six weeks.
Intellectual Property Rights
Intellectual Property Rights are defined as the rights in
all patents, rights to inventions, utility models, copyright and related
rights, trademarks, service marks, trade, business and domain names, rights in
trade dress or get-up, rights in goodwill or to sue for passing off, unfair
competition rights, rights in designs, rights in computer software, database
rights, topography rights, moral rights, rights in confidential information
(including know-how and trade secrets) and any other intellectual property
rights, in each case whether registered or unregistered and including all
applications for and renewals or extensions of such rights, and all similar or
equivalent rights or forms of protection in any part of the world. We shall
hold title to all Intellectual Property Rights. Such Intellectual Property
Rights may only be used by You in the manner stated in this Agreement. Under no
circumstances shall You or a third party acquire any Intellectual Property
Rights to The Service or to software or to any business mark belonging to or
used by Us.
Storage of Information
All data supplied by You will be stored by Us in an appropriately
secure way until Your Service is closed and operational back-ups are deleted.
Your agreement to these Terms of Use is your written agreement to Us using
third party data storage and back-up services, subject to those services
declaring compliance with the relevant requirements of EU GDPR where this
applies.
Confidentiality
Use of The Service is governed by our Privacy Statement
which is incorporated into these Terms of Use by this reference.
A party (Receiving Party) shall keep in strict confidence
all technical or commercial know-how, specifications, inventions, processes or
initiatives which are of a confidential nature and have been disclosed to the
Receiving Party by the other party (Disclosing Party), its employees, agents or
subcontractors, and any other confidential information concerning the
Disclosing Party's business or its products or its services which the Receiving
Party may obtain. The Receiving Party shall restrict disclosure of such
confidential information to such of its employees, agents or subcontractors as
need to know it for the purpose of discharging the Receiving Party's
obligations under the Agreement, and shall ensure that such employees, agents
or subcontractors are subject to obligations of confidentiality corresponding
to those which bind the Receiving Party.
Force Majeure, Liability and Limitation of Liability
We shall not be liable should Your access to The Service be
prevented or rendered materially more onerous due to circumstances beyond our
control and which could not have been reasonably foreseen. Such force majeure
events 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, or governmental action.
We make no warranty or representation that The Service will
meet your requirements, that it will be of satisfactory quality, that it will
be fit for a particular purpose, that it will not infringe the rights of third
parties, that it will be compatible with all systems, or it they will be
secure. We make no guarantee of any specific results from the use of The
Service.
In the event third-party claims are brought against Us
and/or You as a result of Your use of The Service You shall hold us harmless in
respect of such claims.
We shall not be liable to You in the event of distortion or
loss of data or other defects or deficiencies in provided services that are due
to The Service. Errors must be notified by You in accordance with our
instructions as issued from time to time.
Our liability for any direct or indirect loss or damage,
foreseeable or otherwise, including any indirect, consequential, special or
exemplary damages arising out of Our breach of these Terms of Use shall be
limited to the value of Your Subscription prevailing at the relevant time. We
accept no liability for any other loss although nothing in these Terms of Use
excludes or restricts Our liability for death or personal injury resulting from
any negligence or fraud on Our part.
Modifications and Amendments
In order to facilitate further development We reserve the
right to effect modifications to the design, operational method, technical
specifications, systems, and other functions of The Service.
We reserve the right to change these Terms of Use at any
time. If We make changes the new effective date will be shown at the top of
this page. We encourage You to refer to this page on an on-going basis so that
You understand our current Terms of Use.
We reserve the right to change subscription fees from time
to time and any such changes may affect Your Subscription rates.
Term and Termination
The Terms of Use shall enter into force upon your acceptance
of them at registration on Our Web Site and shall remain in force until such
time that Your Service is closed.
We shall be entitled to close Your Service if you do not pay
Your Subscription or where you use The Service in a manner:
- a) that entails the perpetration of a crime; or
- b) that occasions losses or the risk of loss for us or
another party; or
- c) that violates these Terms of Use; or
- d) whereby You utilise resources or seek unauthorised access
to The Service in ways which are not intended for You; or
- e) that seeks to avoid payment of your subscription by
temporarily changing subscription levels.
General
In the event that We fail to exercise any right or remedy
contained in these Terms of Use, this shall not be construed as a waiver of
that right or remedy.
You may not assign, transfer, sub-contract, or in any other
manner make over to any third party the benefit and/or burden of their use of
The Service and/or Your Subscription without Our prior written consent.
By subscribing You give us permission to include the name of
Your Service in our website link finder and to communicate that Your
organisation is using The Service. You may exclude Your Service from the link
finder via Your settings.
Whilst every effort has been made to ensure that these Terms
of Use adhere strictly with the relevant provisions of the Unfair Contract
Terms Act 1977, in the event that any of these terms are found to be unlawful,
invalid or otherwise unenforceable, that term is to be deemed severed from
these Terms of Use and shall not affect the validity and enforceability of the
remaining terms and conditions.
These Terms of Use embody and set forth the entire agreement
and understanding between the parties and supersede all prior oral or written
agreements, understandings or arrangements relating to the subject matter of
the Agreement. Neither you nor we shall be entitled to rely on any agreement,
understanding or arrangement not expressly set forth in these Terms of Use,
save for any representation made fraudulently.
All notices/communications shall be sent to and by Us either
by post or email. You should post to Our premises at 8 Bracklesham Road,
Hayling Island, PO11 9SJ, UK, or email to info@sailingclubsoftware.com.
Governing Law and Disputes
These Terms of Use and the ensuing relationship between Us
and You shall be governed by and construed in accordance with the laws of
England and Wales.
Any dispute between Us and You relating to these Terms of
Use and all other aspects of the relationship shall fall within the exclusive
jurisdiction of the courts of England and Wales.