RW Consulting Solutions Ltd/ Controlled Events

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.