Issued 15th May 2018
SIGMACITY LIMITED, a company registered in England and Wales (company number: 05374718) whose registered office is at Avebury House, 55 Newhall Street, Birmingham B3 3RB (“Sigmacity”, “we”, “us” or “our”).
SigMacity provides certain web-enabled platform services (“SigMacity Services”) via https://www.assetq.com or such other Uniform Resource Locator (“URL”) as we may utilise from time to time. This document sets out the terms (“Terms”) upon which you may access our public website (“SigMacity General Site”). If you are an Authorised User accessing the SigMacity General Site when authorised by a Customer of SigMacity, then the terms of the Customer Contract apply, and in terms of your authorisation to us for the purposes of Data Protection Laws, your consent is also given by acceptance of these Terms. Where you are not a SigMacity Customer or Authorised User for a Customer accessing the SigMacity Services themselves, your access to and use of the SigMacity General Site shall be made only upon these terms and conditions of use. For the purposes of Data Protection Legislation, an Authorised User shall for the avoidance of doubt be deemed to have agreed to the Terms of the SigMacity General Site as well as be subject to their access rights under a Contract.
1. DEFINITIONS AND INTERPRETATION
“Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
“Authorised User” means a person authorised by a Customer pursuant to a Customer Contract, to access the SigMacity Services under that Customer Contract.
“Customer Contract” means a contract entered into between SigMacity and a SigMacity Customer organisation covering the use by the SigMacity Customer of the SigMacity Services which SigMacity Services are provided as from the SigMacity Services Site.
“Data Protection Legislation” means for the United Kingdom, the Data Protection Act 1998 as amended, replaced or superseded from time to time, including without limitation the EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council when that comes into full legal force and effect (“GDPR”) and in respect of the United Kingdom, any data protection laws substantially amending, replacing or superseding the GDPR following any exit by the United Kingdom from the European Union or the European Economic Area (as applicable). For the avoidance of doubt, ‘personal data’, ‘data controller’, ‘data subject’, ‘data processor’ and ‘processing’ shall be as defined in the Data Protection Legislation.
‘Other Services’ means third party products, applications, services, software, products, networks, systems, directories, websites, databases and information which the SigMacity General Site links to, or which we may recommend to any Visitor to this SigMacity General Site.
“SigMacity Customer” means an organisation that has entered into a Customer Contract.
“Service Data” means electronic data, text, messages, communications or other materials submitted to and stored within the SigMacity General Site by a Visitor to that SigMacity General Site, which may include, without limitation, personal data.
“Visitor” means any person who accesses and uses the SigMacity General Site who is not for such purposes, a SigMacity Customer, and is also a Customer’s Authorised User.
Unless the context otherwise requires: (a) words in the singular shall include the plural and in the plural shall include the singular; and (b) a reference to one gender shall include a reference to the other genders; and (c) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
2. TERMS OF SITE USE
These Terms shall not generally apply to a SigMacity Customer whose use (and that of their Authorised Users) of the SigMacity General Site is for the purposes of the receipt of the SigMacity Services which receipt shall be governed by both a Customer Contract, but to the extent not inconsistent or conflicting with the terms of the Customer Contract, these Terms shall also apply for all employees and Authorised Users of the Customer accessing the SigMacity General Site. These Terms shall apply to all Visitors whether they are browsing, enquiring, registering, messaging or otherwise making use of any publically available information, data or services on this SigMacity General Site.
Please read these Terms (including the Data Ownership, Protection, Privacy and Misc. terms, which form a part of the Terms) carefully before you start to use this SigMacity General Site and, if you do not agree to them, then please leave this SigMacity General Site.
By using the SigMacity General Site, you confirm that you accept these Terms and you agree to comply with them. You also agree that any consents that you have given here by your use, are freely given to SigMacity on an informed basis. By agreeing to these Terms you also agree to comply with any other policy published on the SigMacity General Site by SigMacity from time to time. If you are entering into these Terms on behalf of a company, organisation or another legal entity, you are agreeing to these Terms for that other company, organisation or other legal entity and hereby represent to SigMacity that you have the authority to bind such company, organisation or other legal entity and its Affiliates to these Terms, in which case the terms “you,” “your” or related terms herein shall also refer to such legal entity and its Affiliates. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use or access the SigMacity General Site.
3. CHANGES TO THE SIGMACITY GENERAL SITE
We may update our SigMacity General Site from time to time, and may change any of the SigMacity Services offered or described on it at any time, including any materials or data published on it or referred to from it.
We do not guarantee that the SigMacity General Site, or any content on it, will be free from errors or omissions. Furthermore, please note that any of the content on the SigMacity General Site may be out of date at any given time, and we are under no obligation to update it. No reliance should be placed on any material or data displayed or accessed on the SigMacity General Site unless we have entered into a Customer Contract with you and that Customer Contract confirms any information upon which you wish to rely, within it.
4. ACCESSING THE SITE AND MATERIALS
You are responsible for making all arrangements necessary for you to have access to the SigMacity General Site. The right to access the SigMacity Services for an Authorised User is given by a Customer under a Customer Contract and SigMacity shall have no liability or obligation directly to such Authorised User, to enable their continued access to either this SigMacity General Site, or the SigMacity Services.
We do not guarantee that the SigMacity General Site, or any content on it, will always be available or be uninterrupted. Access to the SigMacity General Site is permitted on a temporary basis, unless you are accessing it pursuant to a Customer Contract in which case access is as provided for under the terms of that Customer Contract and the rights granted to access it are granted by the Customer to an Authorised User. Notwithstanding the foregoing, if you are a Visitor, we may suspend, withdraw, discontinue or change all or any part (including access) of and to the SigMacity General Site without notice, including to any Visitor. Where you are a Visitor only, we will not be liable to you, if for any reason, the SigMacity General Site is unavailable at any time or for any period. Information, data and materials displayed on the SigMacity General Site may not be owned by SigMacity and accordingly in the event that any of that information or material is expressed as being copyrighted or owned by a third party, you may not reproduce any of that without obtaining a valid licence to do so. You may reproduce and copy any narrative on the SigMacity General Site which describes our SigMacity Services or which we own the copyright in, provided that in doing so you acknowledge in each copy of those materials that SigMacity is the copyright owner of those materials and reserves all its rights to them.
5. UPLOADING CONTENT TO OUR SITE
Whenever you make use of a SigMacity General Site feature that allows you to upload content to the SigMacity General Site (or any other place linked by it), or to make contact with other Visitors of SigMacity via the SigMacity General Site, you must comply with the content standards set out in our Acceptable Use Policy.
We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to the SigMacity General Site constitutes a violation of their intellectual property rights, or of their right to privacy, or an infringement of any other legal rights that they have.
We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or anyone on your behalf.
6. ACCEPTABLE USE POLICY AND SITE SECURITY
You must not use the SigMacity General Site (including in posting any data or messages) for any purpose that is unlawful or prohibited in any manner or which could damage, disable, overburden, or impair the SigMacity General Site or adversely affect the rights of others. SigMacity is not responsible for messages posted by Visitors or anyone else and expects Visitors and anyone else to comply with all applicable law, decency and the rights of third parties, when using the SigMacity General Site.
You must not attempt to gain unauthorised access to the SigMacity Service, other accounts, computer systems or networks connected to the SigMacity General Site (or otherwise), through hacking, password mining or any other means, nor shall you commit an act or omission that facilitates such activity by another person.
You must not disable or bypass any functionality of the SigMacity General Site or assist another person’s effort to harvest or otherwise collect information about others, including but not limited to user e¬mail addresses for spamming or other purposes. SigMacity does not warrant that the SigMacity General Site is virus free and you must ensure that in your use of it and your use of public internet services, you have installed and maintained appropriate virus protection programmes. SigMacity is not liable and cannot be held responsible for any virus infection or other infection to your hardware, software or systems by your accessing the SigMacity General Site.
7. INTELLECTUAL PROPERTY AND LICENCE RIGHTS
The SigMacity General Site and all SigMacity Services relating to it (including any relevant software) and all data, materials and information provided from it, contains proprietary and confidential information that is protected by intellectual property and other applicable laws. SigMacity grants you a limited, personal, non-transferable, non¬exclusive license to access and use the SigMacity General Site in the manner contemplated by these Terms. No other rights are expressly or impliedly given.
SigMacity, the SigMacity logo, the names of individual SigMacity Services and their logos are trademarks of SigMacity and copyrighted to SigMacity. You agree not to display or use, in any manner, the SigMacity trademarks, without SigMacity’s express prior written permission and if such permisson is given, to only use them in the manner and context that such permission is granted. SigMacity has the right to revoke any such consent immediately upon notifying you.
9. SUSPENSION AND TERMINATION
Unless you are accessing the SigMacity General Site under the terms of a Customer Contract, your use of the SigMacity General Site is permitted on an ‘at will’ basis by SigMacity. Your use may be ended by SigMacity at any time without notice. You should not rely on the SigMacity General Site to store any data which you need to retain and you are responsible for ensuring that you have back-ups of such data should that be needed.
If you have a user account or password to access the SigMacity General Site (or any features or functions of it) may be suspended or temporarily disabled in the event of any suspected illegal activity, extended periods of inactivity, requests by law enforcement or other government agencies (including a Supervisory Authority under Data Protection Legislation) or otherwise if we suspect or believe that you are in breach of any of the Terms. Objections to suspension or disabling of user accounts should be made to SigMacity at the address for SigMacity stated on this SigMacity General Site. A suspended or disabled user account may be terminated immediately by SigMacity with no right to a Visitor to have it reinstated.
10. CHANGES TO THESE TERMS
We may revise these Terms at any time and from time to time. The latest Terms are published on our SigMacity General Site.
You agree to indemnify and hold harmless SigMacity, its officers, directors, employees, suppliers, shareholders and affiliates, from and against any losses, damages, fines and expenses (including attorney’s fees and costs) arising out of or relating to any claims that you have used the SigMacity General Site in violation of another party’s rights, in violation of any law, in violation of any provisions of the Terms, or any other claim related to your use of the SigMacity General Site, except where such use is expressly authorized by SigMacity in writing.
12. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SIGMACITY GENERAL SITE IS AT YOUR SOLE RISK. SIGMACITY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SIGMACITY MAKES NO WARRANTY THAT THE SIGMACITY GENERAL SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SIGMACITY GENERAL SITE WILL BE CORRECT AND ANY RELIANCE CAN BE PLACED UPON IT AND YOU VISIT IT AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SIGMACITY GENERAL SITE OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM SIGMACITY, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
13. LIMITATION OF LIABILITY
YOU AGREE THAT SIGMACITY SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SIGMACITY GENERAL SITE, EVEN IF SIGMACITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL SIGMACITY’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY MATTER ARISING FROM THE USE OF THE SIGMACITY GENERAL SITE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS SUCH SERVICE. NONE OF THE FOREGOING WILL SEEK TO LIMIT SIGMACITY’S LIABILITY FOR DEATH OR PERSONAL INJURY OR FOR ANY CLAIM WHICH, AS A MATTER OF APPLICABLE LAW IN THE UNITED KINGDOM, CANNOT BE SO LIMITED.
14. APPLICABLE LAW
SigMacity Limited 2018