rw consulting solutions ltd/ controlled events
Buckinghamshire
Please read the terms and conditions of this agreement (the “Agreement” or
“Terms” or “Terms of Service”) before logging into ECR Manager, Accreditation
software or other systems provided by RW Consulting Solutions Limited (trading
as Controlled Events). By completing the registration process, accessing the
Service, using the Site or adding a log entry, you agree that you have read and
understood these terms and conditions of this Agreement and you agree to be
bound by them. We may periodically update these terms and conditions. Your
continued use of this site will constitute your acceptance of any new or amended
terms and conditions. 1. DEFINITIONS “Account” means access to the Service.
“Agreement” means these customer Terms of Service and all materials referenced
or linked. “Data” means all information that Customer adds or views on the log.
“Documentation” means online user guides, documentation and help and training
materials published by Controlled Events or accessible through the Service, as
may be updated by Controlled Events from time to time. “Service” means our
cloud-based application you have subscribed to and developed, operated and
maintained by us. “Site” means www.controlledevents.com/log – known as ECR
Manager “Third-Party Sites” means third-party websites linked from within the
Service. “Users” means your employees, representatives, consultants, contractors
or agents who are authorized to use the Service for your benefit and have unique
user identifications and passwords for the Service. “You”, “your” or “Customer”
means the person or entity using the Service and identified in the applicable
registration process, billing statement, online subscription process or Order
Form as the customer. 2. WHO WE ARE 2.1. www.controlledevents.com/log and the
Controlled Events Service are provided by RW Consulting Solutions Limited
(RWCS), a registered private limited company in England and Wales, which has its
registered office at New Burlington House, 1075 Finchley Road, London NW11 0PU
with Company Registration Number: 7493058 (collectively, “we”, “us”, “Controlled
Events”). 3. DESCRIPTION OF THE SERVICE 3.1. The Service gathers and transfers
log data to a cloud based system which is provided by a User of the Service.
Customer who successfully subscribes will be given an Account to have its Data
relating to an event, exercise or incident visualized, analyzed and stored. 3.2.
Details of the Client’s service level (one off, retained, 24/7) and associated
charges are provided at the point of purchase; any additional terms or
conditions contained on those pages are incorporated into this Agreement by
reference. 3.3. Additional functionality and services may be offered or provided
by us from time to time and these will be described on the Site. 4. STORAGE
SPACE AND USAGE LIMITS 4.1. Customer can upload a certain volume of log and
document data, dependent on the Service level selected, which is referred to as
the “Usage Limit.” Project admins can manage their Account by archiving logs no
longer needed. 4.2. An email alert or alternative notification by Controlled
Events will be provided when Customer is near or over its Usage Limit. 5. OUR
CLOUD-BASED SOLUTION 5.1. Controlled Events will maintain commercially
appropriate administrative, physical, and technical safeguards to protect Data.
Controlled Events hosts and stores data on Amazon Web Services’ cloud platform
and on other cloud platforms as necessary. The level of security provided in
Amazon’s cloud platform is described in more detail on
http://aws.amazon.com/security/. Our Data Protection and Cyber Security Manual
is available upon request. 5.2. Controlled Events provides you with the option
to encrypt the transmission of your Data. You acknowledge that it is your
responsibility to encrypt the transmission of your Data should you wish to
protect it. In the event you decide to transmit your Data unencrypted to the
Service, You assume all related risks for doing so. Controlled Events will not
be liable for any liabilities arising from your transmission of Data over the
Internet or other network. 6. REGISTRATION 6.1. Upon registering for the
Service, Users will have a username, password and email address associated with
their account for password resets, which is Customer’s and its Users’
responsibility to keep secure and may not be shared with any other party.
Customer agrees to immediately notify Controlled Events of any unauthorized use
or any other breach of security or breach of this Agreement of which the
Customer becomes aware. Controlled Events will not be liable for any loss or
damage resulting from Customer’s failure to maintain proper security of its
account or for unauthorized access to the Service. 7. CHARGES AND PAYMENT 7.1.
Fees. The Service is made available to Customer at the price indicated in the
accepted quotation. Fees are non-cancellable and non-refundable during the Term.
Controlled Events reserves the right to change its price list and to institute
new charges at any time, upon notice to You, which may be sent by email or
posted on the Site. Your use of the Services following such notification
constitutes your acceptance of any new or increased charges. Additional Charges
may apply for additional services requested by Customer such as supporting data
analysis of logs and usage or the transfer of data after closing the Account.
Customer will be notified of services requiring additional Charges which have
not been previously agreed upon before any such additional Charge will be
applied. 7.2. Payment for Subscriptions is required to be paid in full at the
beginning of each billing period by BACS transfer. If Controlled Events extends
credit to Customer, all Charges must be paid within 30 days of issue of invoice.
Payment of Charges for metered billing is required at the end of each month by
credit or debit card and is based on the volume of Data uploaded and stored
during the month. 7.3. In addition to the Charges, Customer must pay to
Controlled Events, or to the relevant taxing authority, as appropriate, all
applicable sales, use, goods and services, value added or other taxes payable
under this Agreement (other than taxes levied or imposed on our income). In all
cases, the amounts due under this Agreement will be paid by Customer to us in
full without any right of set-off or deduction. 8. TRIAL ACCOUNTS 8.1. Customers
who are provided with a free or trial Controlled Events Account or who are
otherwise provided with any other promotional Controlled Events Service(s) for
which they have not paid a Charge acknowledge and agree that such services are
provided “as is” and so, to the fullest extent permitted by law, those services
are provided without any warranties or representations whatsoever and the
Customer agrees to avail of such services entirely at its own risk. 9. TERM AND
TERMINATION 9.1. The subscription term shall begin on the effective date of your
subscription and expire at the end of the period selected during the
subscription process (“Subscription Term”). 9.2 The Subscription and Agreement
will automatically renew at the published rates on a monthly, annual or
otherwise mutually agreed upon period of time, unless one party notifies the
other party in writing of its intent not to renew at least thirty (30) days in
advance of the expiration of the Subscription Term. 9.3 Customer may terminate
the Service at any time, however, fees are non-refundable except in the event of
Controlled Events’ incured material breach as set forth below. 9.4. Either party
may terminate this Agreement at any time, effective immediately, upon written
notice to the other party, if such other party: (i) breaches any of its material
obligations hereunder and fails to cure such breach within thirty (30) days of
written notice thereof; (ii) becomes insolvent or has a receiver, administrator,
liquidator or examiner appointed over all or part of its assets or (iii) becomes
the subject of a resolution, petition or order for winding up or bankruptcy. We
may terminate this Agreement if, at any time, we cease providing the Service.
9.5. On termination or expiry of this Agreement for any reason, Customer will
remain liable to Controlled Events for any outstanding Charges owed, Customer’s
rights under this Agreement will immediately terminate, You will lose all access
to the Service, including access to Your account and to Your content, and We
will delete Your content and the data stored in or as part of Your account. 9.6.
Without limitation of the foregoing, we may suspend or terminate the Service
without notice if Customer shall fail to pay any amounts when due, if the
Services are used for other purposes including but not limited to tampering,
hacking, modifying or otherwise corrupting the security or functionality of
Controlled Events Services, if the Services are used in a manner contrary to the
law or the terms of this Agreement or if Controlled Events experiences
unexpected technical or security issues. 9.7. Customer shall provide notice of
termination of the Service to Controlled Events at support@controlledevent.com
10. ACCEPTABLE USAGE POLICY 10.1. The Controlled Events Acceptable Usage Policy
prohibits the processing of data which are deemed by us in our sole discretion
as being inappropriate or unlawful. We aim to ensure that we are not associated
with any website content (including linked content) which is illegal,
fraudulent, offensive, embarrassing, sexually explicit, obscene, threatening,
defamatory or otherwise inappropriate. We prohibit the processing of data using
the Service where the processing would breach the laws or rights of third
parties and the Customer represents, warrants and undertakes to us that no such
transactions will be processed via the Services. 10.2. Customer agrees not to
use the Site or the Service or cause or permit the Site or the Service to be
used: 10.2.1. so as to jeopardize or prejudice the operation, quality or
integrity of the Site, the Service or the operation, quality or integrity of any
telecommunications network; 10.2.2. for any commercial purpose including screen
shots and copying feature information from the log, nor to go against the spirit
of the log platform by sharing data outside of the agreed user base for the
project; 10.2.3. to harvest or otherwise collect information about others,
including e-mail addresses, without their consent; 10.2.4. to distribute,
download, upload or transmit any material that contains viruses, trojan horses,
worms, time bombs, cancelbots, or any other harmful or deleterious programs;
10.2.5. contrary to the terms and conditions of any Internet Service Provider
whose services you may use. 11. SERVICE AVAILABILITY AND CUSTOMER SUPPORT 11.1.
The Service is available 24 hours a day, 7 days a week, except for: (a) planned
downtime (of which Controlled Events shall endeavor to give at least 8 hours’
notice and which Controlled Events shall schedule to the extent practicable
outside of any event or user peak times), or (b) any unavailability caused by
circumstances beyond Controlled Events’ reasonable control, including without
limitation, Internet and telecommunications service provider failures or delays,
failures of independent service providers, or denial of service attacks.
Customer support is provided through the online and email channels:
support@controlledevents.com and 020 3286 6392 12. DISCLAIMERS; LIMITATION OF
LIABILITY 12.1. The service including any software included in or provided as
part of the software is provided on an “as is” and “as available” basis, and
Controlled Events expressly disclaims any warranties and conditions of any kind,
whether express or implied, including but not limited to the warranties of
merchantability, fitness for a particular purpose, title, accuracy, or
non-infringement. without limiting the foregoing, Controlled Events does not
warrant that the service will meet your specific requirements, that the service
will be uninterrupted, timely, secure, or error-free, that the results that may
be obtained from the use of the service will be complete, accurate, or reliable,
that the quality of any products, services, information, or other material
purchased or obtained by you through the service will meet your expectations, or
that any errors in the service will be corrected. 12.2. Although this site is
accessible worldwide, not all products or services discussed or referenced
herein are available to all persons or in all geographic locations. we reserve
the right to limit, in our sole discretion, the provision and quantity of any
product or service to any person or geographic area it so desires. any offer for
any product or service made in or through this site is void where prohibited.
12.3 Because it is not possible to guarantee data security, you acknowledge
unauthorized access to your data may occur and you agree in such event that any
loss you may suffer is subject to the limitation of liability provisions of this
agreement. under no circumstances will Controlled Events be liable in any way
for any data, including, but not limited to, any errors or omissions in any
data, or any loss or damage of any kind incurred in connection with use of or
exposure to any data posted, emailed, accessed, transmitted, or otherwise made
available via the service. 12.4. Notwithstanding anything to the contrary
contained herein, Controlled Events’ liability to customer for any direct
damages, losses, expenses and causes of action (whether in contract or tort)
arising from or relating to the service (for any cause whatsoever and regardless
of the form of the action) will at all times be limited to the amount you paid
Controlled Events in the three (3) months immediately preceding the incident
giving rise to the claim. 12.5. You expressly understand and agree that
Controlled Events (including its affiliates, subsidiaries, officers, directors,
employees, agents, partners, and licensors) shall not be liable for any
indirect, incidental, special, consequential or exemplary damages, including but
not limited to damages for loss of profits, goodwill, use, data or other
intangible losses (even if Controlled Events has been advised of the possibility
of such damages. 13. DATA SECURITY 13.1. If Customer processes personal data
using the Service, Customer shall comply with its obligations as a data
controller and data processor under all applicable laws. 13.2. Customer is
solely responsible for the lawful collection, delivery, obtaining of consents
and use of all Data. All personal data and log data that we collect from you
will be processed in accordance with Controlled Events’ Privacy Policy. You
should review our Privacy Policy, which is incorporated into this Agreement by
this reference and made a part hereof. Click here to read our Privacy Policy.
13.3. We do not have any obligation to review or scan any Customer data for any
purpose, including without limitation for measuring quality, filtering content,
or detecting the presence of malware. 14. INTELLECTUAL PROPERTY 14.1. Customers
own their own log data. 14.2. Subject to this Agreement, Controlled Events
grants Customer a non-exclusive, revocable, non-transferable, limited right to
access and use the Service and the material displayed thereon. However, no
right, title, or interest in any such materials will be granted or transferred
to you as a result of any permitted use of such materials. 14.3. Customer hereby
grants Controlled Events a worldwide, irrevocable, perpetual, non-exclusive,
transferable, royalty-free license: (a) to process and use their data for the
purposes of delivering the Service to Customer; (b) to access the client’s
project internally within Controlled Events for the purposes of improving,
developing and marketing the Service; and (c) to disclose anonymized and/or
aggregated versions of log data to third parties in connection with the
development, improvement and marketing of the Service, provided that such
anonymized or aggregated log data shall not identify Customer. This license
continues after the termination of this Agreement. Controlled Events’ rights
under the license in this Section may be exercised by Controlled Events’
officers and employees and by contractors engaged to provide services to
Controlled Events. 14.4. All materials incorporated in or accessible through the
Site or the Service, including, without limitation, text, photographs, images,
graphics, illustrations, trademarks, service marks, logos, button icons, audio
clips, video clips, software, and other content, and the compilation,
collection, arrangement, and assembly thereof (including the look and feel of
the Site and the Service), are protected by applicable national and
international trademark and copyright laws, and are owned, controlled or
licensed by Controlled Events, or by the original creators of such materials or
their permitted licensors. Such materials may be used only for viewing the Site
in the ordinary course or as a resource for purchasing the products offered
through the Site. Any other use of such materials, including any copying,
reproduction, modification, sale, distribution, extraction, re-utilization,
transmission, republication, downloading, display, posting, performance, or
other exploitation thereof by any means or medium without the prior written
permission of the copyright owner is strictly prohibited. 14.5. Where any
software is supplied by us for use by Customer on its computer(s), Controlled
Events grants Customer a limited, personal, non-exclusive, non-transferable
license to install and use the software for use solely for the purpose of
enabling you to use the Service in the manner permitted by this Agreement and
for no other purpose whatsoever. Customer may not copy, modify, distribute,
sell, or lease any part of the Services or any software supplied in connection
with the Services, nor may Customer reverse engineer or attempt to extract the
source code of that software, unless laws prohibit those restrictions or you
have our written permission. To the extent that the Customer is provided with
access to open source software in the course of receiving or using the Service,
Customer shall be responsible for complying with the open source license
associated with that open source software. 14.6. Except as expressly set forth
herein, Controlled Events alone (and its licensors, where applicable) will
retain all intellectual property rights relating to the Service or the Software
or any suggestions, ideas, enhancement requests, feedback, recommendations or
other information provided by you or any other party relating to the Service
and/or the Software, which are hereby assigned by You. Customer will not copy,
distribute, reproduce or use any of the foregoing except as expressly permitted
under this Agreement. 15. CONFIDENTIALITY 15.1. Each party (the “Receiving
Party”) understands that the other party (the “Disclosing Party”) has disclosed
or may disclose information relating to the Disclosing Party’s technology or
business (hereinafter referred to as “Proprietary Information” of the Disclosing
Party). The Receiving Party agrees: (i) not to divulge to any third person
(except as set forth below) any such Proprietary Information, (ii) to give
access to such Proprietary Information solely to those employees and third
parties with a need to have access thereto for purposes of this Agreement, and
(iii) to take the same security precautions to protect against disclosure or
unauthorized use of such Proprietary Information that the party takes with its
own proprietary information, but in no event will a party apply less than
reasonable precautions to protect such Proprietary Information. 15.2. The
Disclosing Party agrees that the foregoing will not apply with respect to any
information that the Receiving Party can document (a) is or becomes generally
available to the public without any action by, or involvement of, the Receiving
Party, or (b) was in its possession or known by it prior to receipt from the
Disclosing Party, or (c) was rightfully disclosed to it without restriction by a
third party, or (d) was independently developed without use of any Proprietary
Information of the Disclosing Party. Nothing in this Agreement will prevent the
Receiving Party from disclosing the Proprietary Information pursuant to any
judicial or governmental order, provided that the Receiving Party gives the
Disclosing Party reasonable prior notice of such disclosure to contest such
order. Customer acknowledges that Controlled Events does not wish to receive any
Proprietary Information from Customer that is not necessary for Controlled
Events to perform its obligations under this Agreement, and, unless the parties
specifically agree otherwise, Controlled Events may reasonably presume that any
unrelated information received from Customer is not confidential or Proprietary
Information. Both Parties will have the right to disclose the existence but not
the terms and conditions of this Agreement, unless such disclosure is approved
in writing by both Parties prior to such disclosure, or is included in a filing
required to be made by a Party with a governmental authority (provided such
party will use reasonable efforts to obtain confidential treatment or a
protective order) or is made on a confidential basis as reasonably necessary to
potential investors or acquirers. 16. INDEMNIFICATION 16.1. Customer shall
defend, indemnify, and hold harmless Controlled Events and each of its, and its
affiliates, employees, contractors, directors, suppliers and representatives,
from and against any liabilities, losses, claims, and expenses, including
reasonable attorneys’ fees, arising from or related to your Data, or Customer’s
actions in connection with any unauthorised use of the Service, including any
claim that such actions violate any applicable law or third party right. 16.2.
Controlled Events will notify Customer in writing thirty (30) days of becoming
aware of any such claim; give you sole control of the defence or settlement of
such a claim; and provide you, at your expense, with any and all information and
assistance reasonably requested by you to handle the defence or settlement of
the claim. Customer shall not accept any settlement that (i) imposes an
obligation on us; (ii) requires us to make an admission; or (iii) imposes
liability not covered by these indemnifications or places restrictions on us
without prior written consent. 17. CONTENT RESPONSIBILITY 17.1 You are solely
responsible for a) Your content and Data (meaning Content You post or otherwise
submit to the Site or Service), b) the accuracy, quality, and legality of Your
content and of Your submissions, c) the means by which You acquired Your
content, including ensuring that Your content and Your submissions do not
infringe upon or violate the rights of any person, d) claims relating to Your
content and Your submissions, and e) responding to any person claiming Your
content and/or Your submissions violate such persons rights, including notices
pursuant to the Data Protection Act and General Data Protection Regulations. 18.
GENERAL 18.1. The headings to the clauses in this Agreement are for reference
only and shall not affect the interpretation of this Agreement. 18.2. The waiver
or failure of either party to exercise any right provided for herein shall not
be deemed a waiver of any further right hereunder. 18.3. This Agreement shall
not constitute any party, the legal representative, partner or agent of the
other parties or any of them nor shall any party or any successor of any party
have the right or authority to assume, create or incur any liability or
obligation of any kind express or implied against or in the name of or on behalf
of any other party. The parties hereto enter this Agreement as principals for
and on their own behalf. 18.4. This Agreement or the benefit hereof may not be
assigned by Customer in whole or in part without the prior written consent of
Controlled Events. Customer may not re-sell or make available the Services to
any third parties. Controlled Events may assign this Agreement to any purchaser
of, or successor in interest to, the Controlled Events business. 18.5 Except for
failure to make payments when due, neither party shall be liable to the other by
reason of any failure in performance of this Agreement by either party if the
failure arises out of any cause beyond the reasonable control of that party,
including, but not limited to, the unavailability or faulty performance of
communication networks or energy sources, any act of God, any act or omission of
governmental or other competent authority, fires, strikes, industrial dispute,
riots, war, inability to obtain materials, embargo, refusal of license, theft,
destruction, denial of service (DoS) attacks, unauthorized access to computer
systems or records, programs, equipment, data, or services. 18.6. You grant us
the right to add your name and company logo to our customer list and website.
18.7. This Agreement represents the entirety of the understanding of the parties
concerning the subject matter hereof and overrides and supersedes all prior
promises, representations, undertakings, understandings, arrangements,
agreements, side letters or heads of agreement concerning the same which are
hereby revoked by mutual consent of the parties. The Customer is not relying on
any warranties or representations which are not expressly set out in this
Agreement. 18.8. Questions about the Terms of Service should be sent to
support@controlledevent.com. 18.9. Survival. The following sections shall
survive the expiration or termination of this Agreement: Definitions, Fees and
Payments, Intellectual Property, Confidentiality, Indemnification, Disclaimers,
Limitations of Liability, Termination and General.
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