Ambix Software License Agreement

AMBIX LIMITED
SOFTWARE LICENCING AND DEVELOPMENT AGREEMENT

Introduction

This document contains the terms and conditions on which Ambix Ltd permits you to use the software that is the subject matter of this agreement and on which Ambix Ltd will perform certain related services. It is a very important document and you should keep it for your records.

Whilst you are encouraged to read this document carefully, you are asked immediately to note the following points:

• The software concerned is licensed to you non-exclusively (see clause 2). This means that Ambix Ltd may licence the software to other organisations, including perhaps organisations with whom you compete. However, all data you provide and all information relating to your organisation received by Ambix Ltd in the development, installation and maintenance of the software will be held in strict confidence (see clause 10).
• The software may be customised to a greater or lesser extent, depending on your requirements. However, the rights in any such customisation are retained by Ambix Ltd and licensed to you non-exclusively. If you require Ambix Ltd to carry out further work exclusively for you, this must be done on the basis of a separate contract and will be the subject of additional fees.
• Ambix Ltd is confident in the flexibility and robustness of its software, and in the quality of the work undertaken in the customisation of the software for you by its developers. Ambix Ltd therefore warrants the software for the extended period of 12 months and provides limited support free of charge during this time (see clause 7). If you require additional support during the warranty period, or you desire continued support after the warranty period expires, contracted support is available on separate terms.
• Finally, please pay particular attention to the various exclusions and limitations contained within clauses 12 and 13. You may consider that you require additional protection. Ambix Ltd may be prepared to accept higher levels of liability, but only if such risks are insurable. Any such variation to this agreement must be separately negotiated and will involve the payment of additional fees by you to Ambix Ltd.

Please note that the contents of this Introduction are not legally binding, but the rest of this document (including the Preamble) will become binding on the acceptance of your order by Ambix Ltd.

Preamble

In consideration for your agreement to these Conditions and for your payment of the fees detailed below Ambix Ltd (as defined below) grants you access to the Service and grants to you a non-exclusive licence to use the computer software programs and associated documentation listed in Schedule 1.

AMBIX LTD CONTRACTS ON THESE TERMS AND CONDITIONS ONLY

All quotations made and all offers accepted now and hereafter are subject to the following Conditions. No addition to or variation of these Conditions shall be effective unless agreed in writing by a director of Ambix Ltd further to clause 16.10 below. The Conditions below shall override any terms or conditions, correspondence or documents stipulated, incorporated or referred to by you, and no other standard terms and conditions of any Party shall apply in any circumstances.

You agree that the Terms and Conditions below create enforceable rights and obligations between you and Ambix Ltd.
This Agreement is made the EIGHTEENTH day of NOVEMBER 2015.

1. Definitions

1.1 In these Conditions:

“Acceptance Tests” means the tests detailed in Schedule 4 to be carried out on each Iteration of the Customised Programs;
“Additional Charges” means Ambix Ltd’s rates from time to time for work undertaken on a time and materials basis or as otherwise agreed with the Client, payable by the Client in accordance with clause 6.4 below or for the provision of additional services and facilities or as otherwise chargeable under these Conditions;
“Agreement” means the contract between you and Ambix Ltd on and subject to these Conditions;
“Bandwidth Allowance” means the monthly volume of data transferred by the Users, as detailed in Schedule 1;
“Bandwidth Rate” means the rate at which the Client shall be charged for data transferred in excess of the Bandwidth Allowance, as detailed in Schedule 1;
“Browser Software” means a web browser meeting or exceeding the Browser Specification to be used for the purpose of accessing the Services, together with such other software as the Client may require to process on its own systems data downloaded whilst using the Services;
“Browser
Specification” means the technical specification of the web browser software used by the Client or Users to gain access to the Services in accordance with clause 3 below, which technical specification is referred to by version number in Schedule 3;
“Client” means you, the person, firm, company or other organisation detailed in Schedule 1 including, where appropriate, the Client’s employees, sub-contractors and agents engaged by the Client in the pursuit of its day to day activities;
“Client’s Data” means the data entered by the Client and processed by the Licensed Programs and/or stored on the Equipment;
“Commencement Date” means the actual date that Ambix Ltd grants the Client access to the Equipment, which date shall be recorded in Schedule 1;
“Conditions” means the software licence and terms and conditions laid out in this document, as varied from time to time in accordance with clause 16.10 below;
“Customisation,
Customisation Services” means the bespoke design development and/ or customisation services carried out in accordance with the Customisation Specification;
“Customisation Fee” means the fee payable in consideration for the Customisation Services as detailed in Schedule 1;
“Customisation Payment Terms” means the payment terms in respect of the Customisation Fee as detailed in Schedule 1;
“Customised Programs” means the software program or programs designed, developed or customised in accordance with the Customisation Specification;
“Customisation Specification” means the specification that has been agreed between the Parties on which the Customisation Services will be based, as laid out in Schedule 4, and which includes the details of each Iteration (if any), the Timetable and the Acceptance Tests;
“Deliver, Delivered, Delivery” means the making available of the Customised Programs (or an Iteration thereof) in accordance with clause 4.3 following the successful completion of the Acceptance Tests;
“Disk Space” means the space on Ambix Ltd’s servers provided to the Client for purpose of the storage and processing the Client’s Data and the User Data using the Licensed Programs, further details of which are specified in Schedule 1;
“Engagement ratio” means the expected proportion of engaged vs total registered users in the community, based upon your data or on typical community engagement profiles published from time to time by The Community Roundtable;
“Equipment” means the facility supplied by Ambix Ltd for the provision of the Services;
“Ambix Ltd” means Ambix Limited (CRN: 08243437) whose registered office is at 62 Dovecot Street, Stockton on Tees TS18 1LL;
“Infringement” means the infringement of the intellectual property rights of a third party;
“Iteration” means the carrying out and Delivery of a predefined selection of the Customisation Programs, further particulars of each such Iteration being laid out in the Customisation Specification;
“Licence” means the non-exclusive licence of the Licensed Programs detailed in clause 2 and subject to these Conditions;
“Licensed Programs” means the software programs identified by title and reference number in the Schedule including New Releases and Customised Programs, all of which the Client may gain access to in accordance with clause 3 below;
“New Release” means any approved, modified or corrected version of any of the Licensed Programs issued by Ambix Ltd from time to time;
“Parties, Party” means Ambix Ltd and/or you, the Client;
“Program Specification” means the description of the Licensed Programs laid out in Schedule 1;
“Service Fee” means the fee payable by the Client in consideration of the Services and the Licence;
“Service Payment Terms” means the payment terms in respect of the Service Fee as detailed in Schedule 2;
“Services” means the provision by Ambix Ltd of access to the Equipment in accordance with clause 2.2;
“Specified Purposes” means the use and operation of the Licensed Programs for the purpose of the processing of the Client’s Data and the User Data in accordance with the Program Specification;
“Term” means the currency of this Agreement as detailed in clause 2.1;
“Timetable” means the timetable upon which the Customisation Services (if any) are to be carried out;
“Training” means additional services provided to the Client following a support request relating to the use of the Licensed Programs where no fault is in evidence;
“User” means the individuals operating the Licensed Programs having accepted the Client’s User Registration Terms;
“User Data” means the data entered by Users and processed by the Licensed Programs and/or stored on the Equipment;
“User Registration Terms” means the terms that Users accept when registering to use the Licensed Programs, as set out at Schedule 5 and as updated by Ambix Ltd from time to time;
“Warranty” means the warranty given by Ambix Ltd in clause 7.1;
“Warranty Period” means the period of 12 calendar months from (and including) the Commencement Date.

1.2 Any reference in this Agreement to any provision of any Act of Parliament shall include reference to any subordinate legislation (as defined in the Interpretation Act 1978) made pursuant thereto and shall be deemed to be a reference to such Act of Parliament or subordinate legislation as amended, modified or re-enacted (whether before or after the date hereof) and any reference to any provision of any such Act or subordinate legislation shall also include where appropriate any provision of which it is a re-enactment (whether with or without modification).
1.3 In this Agreement words denoting the masculine gender shall include the feminine and neuter genders and vice versa and words denoting the singular number shall include the plural and vice versa and references to persons shall include bodies corporate unincorporated associations and partnerships.
1.4 Unless otherwise stated references to recitals, clauses, sub-clauses and schedules are references to recitals, clauses, sub-clauses of and schedules to this Agreement. The schedules form part of this Agreement.
1.5 The clause headings are for ease of reference only and shall not affect the construction or interpretation of this Agreement.
2. Services
2.1 This Agreement shall commence on the Commencement Date and shall remain in force until terminated by either Party in accordance with clause 17.
2.2 Subject to these Conditions, Ambix Ltd hereby agrees, during the Term, to:
2.2.1 Permit the Client and the Users access to the Equipment in accordance with clause 3 below for the storage and processing of the Client’s Data and User Data; and
2.2.2 Grant to the Client a non-exclusive licence to use the Licensed Programs on the Equipment for the Specified Purposes
2.2.3 Grant to the Client the right to grant non-exclusive licences to the Users to use the Licensed Programs on the Equipment for the Specified Purposes.
2.3 Any media, documentation or training notes provided to the Client shall remain the property of Ambix Ltd at all times and may not be copied or distributed in any manner save with the express written consent of Ambix Ltd.
3. Access and Use
3.1 On or before the Commencement Date, Ambix Ltd shall supply the Customer with details of Ambix Ltd’s security procedures and log-in details for the Licensed Programs.
3.2 During the Term, the Client may gain access to the Equipment for the Specified Purposes via the internet using Browser Software.
3.3 Ambix Ltd reserves the right to revise its security procedures as it deems necessary from time to time.
3.4 Users are provided with the facility to change their Passwords. In the event that the Users choose to exercise this facility, the Client shall encourage Users to select suitably secure alternatives.
3.5 In the event that the Client becomes aware or suspects that any unauthorised person has obtained or has attempted to obtain access to the Licensed Programs, User Data or the Client’s Data, the Client shall notify Ambix Ltd forthwith of the circumstances in which the security breach was made or suspected, and, where such access was gained through the fraudulent use of existing User accounts, the Client shall ensure that affected Users immediately change their Passwords.
3.6 The Client undertakes not to attempt to obtain access to, use or interfere with any programs or data belonging to Ambix Ltd and stored on the Equipment (other than access to and use of the Licensed Programs in accordance with these Conditions) or of any other client of Ambix Ltd and shall indemnify Ambix Ltd against any loss, damage or liability that Ambix Ltd may sustain or incur as a consequence of the Client’s breach of this undertaking.
4. Customisation Services
4.1 The Parties have agreed the Customisation Specification and the details of each Iteration thereof. In consideration for payment by the Client of the Customisation Fee, Ambix Ltd shall perform the Customisation Services.
4.2 Ambix Ltd shall commence the Customisation Services as soon as reasonably possible. Upon the completion of each Iteration Ambix Ltd shall run the Acceptance Tests.
4.3 Upon passing the Acceptance Tests, the Customised Programs or that Iteration of them (if not the whole) shall be deemed accepted and shall be Delivered to the Client.
4.4 Upon Delivery of the first (or, as applicable, later) Iteration, Ambix Ltd shall commence work on the next Iteration, as detailed in the Timetable. Alternatively, if the Client so desires, the Parties may redraft the Timetable to reprioritise other aspects of the Customisation Services that have, following Delivery of one or more previous Iterations, gained a greater degree of importance. The Client shall have regard, however, to the technical demands that may be made on Ambix Ltd as a result of such changes. Additional work created as a result of changes made to the Timetable shall be subject to Additional Charges.
4.5 Ambix Ltd shall use reasonable endeavours to complete and Deliver the Customised Programs in accordance with the Timetable, but shall not be liable for its failure so to do nor will it be in breach of this Agreement solely by reason of such failure and for the avoidance of doubt time shall not be of the essence for the purpose of this clause or any part of this Agreement, save where expressly stated to the contrary.
4.6 If the Client shall fail to take Delivery of any Iteration or part, module or the whole of the Customised Programs in accordance with the terms of this Agreement or if either Party terminates this Agreement for whatever reason, whether before or after the Commencement Date, the Client shall be liable to pay to Ambix Ltd all sums due for time spent and materials used to date, in addition to any and all costs and expenses incurred by Ambix Ltd as a result of the Client’s default, termination or of rescheduling Delivery to the Client at a later date.
4.7 Ambix Ltd shall invoice the Client for the Customisation Fee in accordance with the Customisation Payment Terms.
4.8 Without prejudice to any other rights or remedies available to Ambix Ltd, should the Client fail to make any payment for Customisation Services when due under this Agreement Ambix Ltd shall have the right by notice in writing to the Client to suspend all further Customisation until payment is made.
4.9 In the event that the Client requires Ambix Ltd to modify and/or enhance the Customised Programs following the Commencement Date, the same shall be performed by Ambix Ltd upon its acceptance in writing of the same and such modifications and enhancements shall be subject to Additional Charges. The acceptance of such further Customisation shall be at the general discretion of Ambix Ltd (having regard to issues such as, without limitation, workloads, technical demands, etc) but Ambix Ltd will not withhold its acceptance unreasonably. The particulars of any further Customisation required and the Additional Fees in respect thereof shall be agreed between the Parties using the Change Control Procedure in accordance with clause 16 below.
4.10 The Client acknowledges that any and all of the copyright, trade marks, trade names, patents and other intellectual property rights created, developed, subsisting or used in or in connection with the Customised Programs are and shall remain the sole property of Ambix Ltd but are licensed to the Client in accordance with Clause 2 above. Ambix Ltd may terminate this Agreement on notice in writing with immediate effect should the Client question or dispute the ownership by Ambix Ltd of any such intellectual property rights at any time.
4.11 In the event that new inventions, designs or processes evolve in performance of or as a result of this Agreement, the Client acknowledges that the same shall be the property of Ambix Ltd unless otherwise agreed in writing by Ambix Ltd.
5. Service Fee and Bandwidth Allowance
5.1 The Service Fee shall include the cost of:
5.1.1 the preparation of the Equipment in advance of the Commencement; and
5.1.2 the provision of introductory training to the Client.
5.2 Introductory training shall be delivered in a form to be determined by Ambix Ltd on the Commencement Date or on such other date as may be agreed between the Parties, ending no later than 17:30 on that day.
5.3 The Service Fee shall be paid in accordance with the Service Payment Terms.
5.4 The Service Fee may be calculated on a per User basis, in which case each User shall be allotted a notional Data Transfer quota and a notional disk space quota. Should, in any given month, the Client exceed the Bandwidth Allowance or the Disk Space, Ambix Ltd shall charge the Client:
5.4.1 at the Bandwidth Rate for each Gigabyte or part Gigabyte of data transferred during the month in question above the Bandwidth allowance; and/or
5.4.2 for each Gigabyte or part Gigabyte Disk Space used by the Client or the Users.
5.5 Charges in respect of data transferred in excess of the Bandwidth Allowance or for additional disk space shall be levied by invoice and shall be payable within 28 days of the date of each invoice.
6. Interest, Charges and Value Added Tax
6.1 Ambix Ltd reserves the right to charge the Client interest in respect of the late payment of any sum due under these Conditions (as well after as before judgment) at the rate of 4% per annum above the base rate from time to time of Lloyds Banking Group Plc from the due date until payment in cleared funds is received.
6.2 Value Added Tax shall be payable at the appropriate rate in addition to all sums payable by the Client under this Agreement.
6.3 Ambix Ltd reserves the right to charge the Client all expenses and charges, whether administrative and/or legal incurred in the collection of or pursuing payment of any sum due under this Agreement in circumstances where payment of any sum has not been made on or before its due date.
6.4 Additional Charges shall be levied by invoice and shall be payable within 28 days of the date of each invoice.
7. Warranty and Support
7.1 Ambix Ltd warrants that the Licensed Programs will perform substantially in accordance with the Program Specification or Customisation Specification as applicable during the Warranty Period. In the event that the Client discovers an apparent fault in the Licensed Programs the Client shall forthwith notify Ambix Ltd in writing or in such a manner as Ambix Ltd shall from time to time deem appropriate stating the circumstances in which the fault arose, and shall provide such further information as may be required by Ambix Ltd.
7.2 Where, following notification from the Client in accordance with clause 7.1 above, a fault is diagnosed Ambix Ltd shall take corrective measures using its reasonable endeavours to ensure that the Licensed Programs do perform in accordance with the Program Specification or Customisation Specification including, where necessary, resolving the fault diagnosed.
7.3 Following notification from the Client in accordance with clause 7.1 above, Ambix Ltd may make recommendations concerning the Client’s operation of the Licensed Programs or other issues under the control of the Client that may affect the performance of the Licensed Programs. The Client shall implement the recommendations of Ambix Ltd at the earliest possible opportunity. The Client acknowledges that its failure to implement any of Ambix Ltd’s recommendations is likely to be detrimental to the performance and/or effectiveness of the Licensed Programs.
7.4 Ambix Ltd shall not be responsible for the diagnosis and rectification of any fault resulting from:
7.4.1 The failure by the Client to implement recommendations previously advised by Ambix Ltd;
7.4.2 The improper use or operation of the Licensed Programs, or the failure by the Client to operate the Licensed Programs in a manner which is consistent with Ambix Ltd’s directions, or the use of the Licensed Programs otherwise than for the Specified Purposes, including any purpose for which they were not designed;
7.4.3 The use of Browser Software that does not meet (where applicable) the Browser Specification;
7.4.4 The quality, accuracy, correctness, appropriateness or other characteristics relating to the integrity of the data stored or processed by the Licensed Programs.
7.5 The Client shall have sole responsibility for the preparation of the Client Data and for the control of the processing thereof. Ambix Ltd shall not be responsible for any fault or error in the Client Data.
7.6 Ambix Ltd may upon request by the Client provide support and assistance notwithstanding that the faults result from any of the circumstances described in clause 7.4 and 7.5 above and Ambix Ltd shall be entitled to levy Additional Charges in respect of such additional support provided.
7.7 Without prejudice to Ambix Ltd’s general obligation to ensure that the Licensed Programs perform in accordance with the Program Specification during the Warranty Period, Ambix Ltd shall be entitled to levy Additional Charges if technical support is provided in circumstances where any reasonably skilled and competent data processing operator would have judged the Client’s request to have been unnecessary.
7.8 If no fault is diagnosed, where appropriate:
7.8.1 the Client shall be referred for Training; and/or
7.8.2 recommendations concerning Browser Software may be made; and/or
7.8.3 recommendations concerning the operation of the Licensed Programs or other issues under the control of the Client or the Users that may affect the performance of the Licensed Programs may be made.
7.9 The Client shall not allow any other party to correct faults or otherwise provide technical support for the Licensed Programs at any time either during the Term or thereafter.
7.10 The Client shall not directly or indirectly solicit the services of any person who is in the employment of Ambix Ltd at any time during the Term or for a period of six months following the termination of this Agreement to provide Training or technical support related to the Licensed Programs nor shall the Client accept any such services from any such person at any time.
8. Training
8.1 Where Ambix Ltd is requested by the Client to provide support services in respect of a matter that is in Ambix Ltd’s opinion described and/or dealt with adequately in any directions or help facilities provided by Ambix Ltd, such support will be regarded as Training and will be subject to Additional Charges.
8.2 Should the Client request information on the operation, use or implementation of the Licensed Programs, Ambix Ltd will arrange a Training session to be delivered in such a manner as, in its discretion, it determines to be appropriate and such Training will be subject to Additional Charges.
9. Property and Confidentiality in the Licensed Programs
9.1 The Licensed Programs contain information confidential to Ambix Ltd. Ambix Ltd owns all copyright, trade marks and other intellectual property rights in the Licensed Programs.
9.2 The Client shall not:
9.2.1 attempt to obtain access to, use or interfere with any programs or data belonging to Ambix Ltd and stored on the Equipment (other than access to and use of the Licensed Programs in accordance with these Conditions) or of any other client of Ambix Ltd;
9.2.2 modify merge or combine the whole or any part of the Licensed Programs with any other software or documentation.
9.3 The Client shall:
9.3.1 keep confidential the Licensed Programs and limit administrative access to the same to those of its employees, agents and sub-contractors who either have a need to know or who are engaged in the use of the Licensed Programs;
9.3.2 reproduce on any copy of the Licensed Programs Ambix Ltd’s copyright and trade mark notices;
9.3.3 without prejudice to the foregoing take all such other steps as shall from time to time be necessary to protect the confidential information and intellectual property rights of Ambix Ltd in the Licensed Programs;
9.3.4 indemnify Ambix Ltd against any loss, damage or liability that Ambix Ltd may sustain or incur as a consequence of the Client’s breach of its obligations under clauses 9.2 and/or 9.3.
10. Property and Confidentiality in the Client’s Data and the User Data
10.1 Ambix Ltd undertakes to the Client to keep confidential all information (written or oral) concerning the Client’s business and affairs that it shall have obtained as a result of the operation of this Agreement, save where such information is trivial or obvious or is in the public domain (otherwise than through a breach of this Agreement).
10.2 Save for disclosures in accordance with clause 10.3 below or where such disclosures are required for the purpose of compliance with law, regulations or the order of a court or other properly constituted statutory body, Ambix Ltd undertakes that the Client’s confidential Data and confidential User Data will not be disclosed, provided or made available to any third party without the Client’s specific prior written authority.
10.3 The restriction set out at clause 10.2 above shall not apply in respect of disclosure of the Client’s Data to Ambix Ltd’s employees, agents and sub-contractors where those individuals have a need to know or to access the same, in which event such disclosure shall only be to the extent necessary to enable Ambix Ltd to perform its obligations under this Agreement.
10.4 Ambix Ltd shall ensure that its employees, agents and sub-contractors are made aware that the Client’s Data is confidential and that such individuals owe a personal duty of confidence to the Client.
10.5 Ambix Ltd shall notify the Client immediately on its discovery of any breach of confidence by any of its employees, agents and sub-contractors and shall give the Client all reasonable assistance in connection with any legal proceedings which the Customer may bring against such individuals or any other person for breach of confidence.
10.6 All data maintained on master files and data processing reports or any other medium supplied by and belonging to the Client will remain the property of the Client and Ambix Ltd undertakes that access to the aforementioned data will be given to the Client’s officers and employees or any person acting on its authority or nominated by it, at all reasonable times.
10.7 On termination of this Agreement:
10.7.1 Ambix Ltd shall download the Client’s Data and User Data onto suitable media and shall deliver up that media to the Client.
10.7.2 The Client shall immediately thereafter confirm that the data contained on the media is satisfactory. Such confirmation will be presumed if not received by Ambix Ltd within 5 working days of delivery up in accordance with clause 10.7.1 above.
10.7.3 Following confirmation or presumed confirmation of such receipt, Ambix Ltd may erase the Client’s Data and User Data from the Equipment.
10.8 The obligations as to confidentiality in these clauses 10 and 11 shall remain in full force and effect notwithstanding the termination of this Agreement (howsoever occasioned) but shall not extend to any information that was rightfully in the possession of either Party prior to the commencement of negotiations leading to this Agreement or which is otherwise public knowledge or becomes so at some later date (other than as a result of breach of this Agreement).
11. Data Protection and Content of Client’s Data
11.1 Ambix Ltd will process any Personal Data (as defined by the Data Protection Act 1998) to which it has access or which comes into its possession or control during the performance of its obligations under this Agreement in accordance with any instructions given by the Client. Ambix Ltd warrants that it will comply with obligations equivalent to the obligations of a Data Controller (as defined by the Data Protection Act 1998) under the provisions of the seventh data protection principle as set out in Schedule 1 of the Data Protection Act 1998 and will allow the Client to visit the premises of Ambix Ltd where such personal data may be kept or processed on reasonable notice and at a reasonable agreed time between the hours of 09:30 and 16:30 to satisfy itself that Ambix Ltd is complying with its obligations under the Data Protection Act 1998.
11.2 Without prejudice to clause 11.1 above:
11.2.1 the Client shall remain the Data Controller in respect of Personal Data processed by its Users on the Licensed Programs. Accordingly the Client shall be responsible for compliance with the Data Protection Act 1998 (and in particular, with the data protection principles laid out at Schedule 1 of that Act) in respect of Personal Data processed by its Users on the Licensed Programs; and
11.2.2 both Parties shall ensure that their use of the Equipment and the Client’s Data falls within the terms of applicable legislation including but not limited to the Data Protection Act 1998.
11.3 The Client undertakes that:
(a) the Client’s data will not contain obscene, offensive, defamatory or otherwise unlawful material; and
(b) it shall take reasonable precautions to ensure that User Data does not contain any obscene, offensive, defamatory or otherwise unlawful material.
The Client will indemnify and hold Ambix Ltd harmless and keep Ambix Ltd fully and effectively indemnified against all actions, proceedings, claims, demands, damages and costs (including legal costs on a full indemnity basis) occasioned to Ambix Ltd as a result of any breach of this undertaking.
THE CLIENT’S ATTENTION IS DRAWN TO THE PROVISIONS OF CLAUSES 12 & 13
12. Limitation to Warranty
12.1 Ambix Ltd shall have no liability to remedy any breach of any warranty, undertaking or representation given in this Agreement where such breach or failure results from any misuse by the Client of the Licensed Programs or other breach by the Client of these Conditions.
12.2 Save as otherwise provided in the Customisation Specification, the Client accepts that the Licensed Programs were not designed and produced to its individual requirements and that it was responsible for their selection.
12.3 Notwithstanding the provision by Ambix Ltd of the Customisation Services, the Client accepts that Ambix Ltd has no in-depth knowledge of the Client’s business or precise requirements, regardless of whether such requirements have been communicated to Ambix Ltd by the Client. Consequently, and without prejudice to the foregoing, Ambix Ltd does not warrant that the use of the Licensed Programs will meet the Client’s requirements or that the operation of the Licensed Programs will be uninterrupted or error free.
12.4 Subject to the contents of this clause 12, all conditions, warranties, terms, collateral contracts and undertakings, whether any of the foregoing are express or implied by statute or otherwise, in respect of the Licensed Programs and Customisation Services are hereby excluded to the fullest extent permitted by law.
13. Limitation and Liability
13.1 The following provisions set out the entire liability of Ambix Ltd (including any liability for the acts and omissions of its employees, agents and sub-contractors) to the Client in respect of:
13.1.1 any breach of its contractual obligations arising under this Agreement (other than a breach the warranty given at clause 14.1); and
13.1.2 any representation statement or tortious act or omission including negligence arising under or in connection with this Agreement.
13.2 The liability of Ambix Ltd to the Client for death or injury resulting from its own negligence or that of its employees, agents or sub-contractors shall not be limited. Nothing in these Conditions shall be interpreted so as to exclude or limit any such liability.
13.3 Any act or omission on the part of Ambix Ltd or its employees, agents or sub-contractors falling within clause 13.1 above shall for the purposes of this clause 13 be known as an “Event of Default”. If a number of Events of Default give rise to substantially the same loss then they shall be regarded as giving rise to only one claim under this Agreement.
13.4 The liability of Ambix Ltd to the Client in respect of damage to physical property resulting from an Event of Default shall be limited to £500,000. For the avoidance of doubt, physical property shall not include software, computer code or data.
13.5 Save for the liability of Ambix Ltd to the Client in respect of damage to the physical property, the entire liability of Ambix Ltd in respect of any Event of Default shall be limited to damages of an amount equal to an aggregate of the Service Fee and the Customisation Fee.
13.6 Without prejudice to the limitations placed on the liability of Ambix Ltd expressed in clauses 13.4 and 13.5 above, in the event that a Court decides that following an Event of Default the Client is justified in terminating this Agreement for total failure of consideration, Ambix Ltd shall refund to the Client the Service Fee and Customisation Fee.
13.7 Under no circumstances shall Ambix Ltd be liable to the Client for loss of data or software restoration, or for loss of profits, goodwill, opportunity or for any type of special indirect or consequential loss (including loss or damage suffered by the Client as a result of an action brought by a third party) even if such loss was reasonably foreseeable or Ambix Ltd had been advised of the possibility of the Client incurring the same.
13.8 The Client hereby agrees to afford Ambix Ltd not less than twenty-eight days (following notification in writing thereof by the Client) in which to remedy any Event of Default hereunder.
13.9 Ambix Ltd shall have no liability to the Client in respect of any Event of Default unless the Client shall have served written notice of the same upon Ambix Ltd within three months of the date it became aware of the circumstances giving rise to the Event of Default or the date when it ought reasonably to have become so aware.
13.10 Ambix Ltd will indemnify the Client against any loss or damage that the Client may sustain or incur as a result of the breach by Ambix Ltd of its obligations under clause 10.4 above.
13.11 Nothing in this clause shall confer any right or remedy upon the Client to which it would not otherwise be legally entitled.
14. Intellectual Property Rights
14.1 Ambix Ltd warrants that it is entitled to grant the Licence to the Client and that the use by the Client of the Licensed Programs in accordance with these Conditions will not give rise to an Infringement.
14.2 Subject to the provisions of clause 14.4 below Ambix Ltd will indemnify and hold the Client harmless against any action, liability, cost or expense (including legal costs and expenses) to be paid to any third party in respect of any claim or action that the normal operation possession or use of the Licensed Programs by the Client constitutes an Infringement, provided that the Client:
14.2.1 gives notice to Ambix Ltd of the Infringement forthwith upon becoming aware of the same;
14.2.2 gives Ambix Ltd the sole conduct of the defence to any claim or action in respect of an Infringement and does not at any time admit liability or otherwise attempt to settle or compromise the said claim or action except upon the express instructions of Ambix Ltd; and
14.2.3 acts in accordance with the reasonable instructions of Ambix Ltd and gives to Ambix Ltd such assistance as it shall reasonably require in respect of the conduct of the said defence including without prejudice to the generality of the foregoing the filing of all pleadings and other court process and the provision of all relevant documents.
14.3 Ambix Ltd shall have no liability to the Client in respect of an Infringement if the same results from any breach of the Client’s obligations under this Agreement.
14.4 In the event of an Infringement Ambix Ltd shall be entitled at its own expense and option either to:
14.4.1 procure the right for the Client to continue using the Licensed Programs; or
14.4.2 make such alterations modifications or adjustments to the Licensed Programs so that they become non-infringing without incurring a material diminution in performance or function; or
14.4.3 replace the Licensed Programs with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function; or
14.4.4 terminate this Agreement and refund to the Client the Service Fee.
14.5 The Client shall indemnify and hold harmless Ambix Ltd against all liabilities, costs and expenses arising out of an Infringement that Ambix Ltd may incur as a result of using documents or other materials and any data, specification or other information provided by the Client and/or preparing the Customised Programs in accordance with the Client’s instructions.
14.6 The provisions of clause 13 above shall not apply to this clause 14. The Client’s sole remedy in respect of the breach by Ambix Ltd of the warranty given at clause 14.1 above shall be as set out in clause 14.4 above, together with the indemnity given at clause 14.2 above.
14.7 The Client shall indemnify Ambix Ltd against any claim of the infringement of third party intellectual property rights, whether alleged or proven, which arises as a result of the processing of any of the Client’s Data or User Data on the Equipment.
15. Confidentiality
15.1 Each of the Parties hereto undertakes to the other to keep confidential all information (written or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or the entering into of this Agreement or during the period of operation of this Agreement save that information which:
15.1.1 is trivial or obvious;
15.1.2 is already known to the receiving Party or is in its possession before the disclosure hereunder free of any obligation to keep it confidential; or
15.1.3 is in or enters the public domain other than as a result of a breach of this clause.
15.2 Each of the Parties undertakes to the other to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of clause 15.1 above by its employees agents and sub-contractors.
16. Change Control Procedure
16.1 This clause details the processes to be used to generate a change to the Customisation Specification. The procedure laid out below shall be referred to as “Change Control” or “Change Control Procedure”.
16.2 Both Parties shall conduct discussions relating to proposed changes to the Customisation Specification in good faith. Until such time as both Parties have signed an addendum to this Agreement, Ambix Ltd shall continue to provide the Customisation Services and both Parties shall perform its obligations in accordance with this Agreement. On the completion of the addendum, the Parties shall comply with the Customisation Specification as varied.
16.3 Any work undertaken in connection with any proposed change to the Customisation Specification by Ambix Ltd, its sub-contractors or agents, shall be undertaken entirely at the expense and liability of Ambix Ltd, unless Ambix Ltd and the Client have agreed in writing such work and appropriate payment in advance.
16.4 Any discussions, negotiations or other communications that may take place between the Client and Ambix Ltd in connection with any proposed change to this Agreement, including but not limited to the submission of any written communications, prior to the signing by both Parties of the relevant addendum, shall be without prejudice to the rights of either Party.
16.5 Neither Party shall unreasonably withhold or delay their agreement to any proposed change to the Customisation Specification.
16.6 Should either Party wish to amend the Customisation Specification, that Party shall submit details of the proposed variation (a “Change Request”) to the other Party addressing, as far as possible, the following points:
16.6.1 The originator and date of the proposal for the proposed change;
16.6.2 The reason for the proposed change;
16.6.3 Full details of the proposed change;
16.6.4 A proposed timetable for implementation of the change, if any;
16.6.5 Proposals for acceptance of the change;
16.6.6 The price, if any, of the proposed change; and
16.6.7 Details of the likely impact, if any, of the proposed change on other aspects of this Agreement.
16.7 Within one week of the submission of the Change Request (or such other period as may be agreed between the Parties) the receiving Party shall respond to the Change Request in writing and, if appropriate, the Client and Ambix Ltd shall meet to discuss the proposed change.
16.8 Discussions between the Parties following the submission of a Change Request shall result in either:
16.8.1 Agreement between the Parties on the changes to be made to this Agreement, including agreement on the date upon which the changes are to take effect (“the Effective Date”), such agreement to be expressed in the form of a revised Customisation Specification; or
16.8.2 No further action being taken on that proposed Change Request.
16.9 A copy of any proposed changes to this Agreement agreed between the Parties in accordance with clause 16.8.1 above, which has been signed by both Parties in accordance with clause 16.10, shall constitute an addendum to this Agreement. Ambix Ltd shall uniquely identify each addendum with a sequential number.
16.10 No amendment to these Conditions on or after the Commencement Date will be valid unless confirmed in writing by a director of Ambix Ltd together with an authorised signatory of the Client.
17. Termination
17.1 This Agreement shall continue until terminated in accordance with the provisions of this clause 17.
17.2 This Agreement may be terminated:
17.2.1 Forthwith in writing by Ambix Ltd if the Client fails to pay any sum due hereunder within twenty eight (28) days of the due date therefor and time shall be of the essence in respect of compliance with the period of payment.
17.2.2 Forthwith in writing by Ambix Ltd, or the Client if one Party commits any material breach of any term of this Agreement and which (in the case of a breach capable of being remedied) shall not have been remedied within twenty-eight days of a written request to remedy the same.
17.2.3 Forthwith in writing by Ambix Ltd or the Client if the other shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if a trustee receiver administrative receiver administrator (whether out of court or otherwise pursuant to the provisions of Schedule B1 of the Insolvency Act 1986) or similar officer is appointed in respect of all or any part of the business or assets of the other or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other or an application is made to court for the appointment of an administrator (otherwise than for the purpose of an amalgamation or reconstruction).
17.2.4 Forthwith in writing in the event that an Infringement has occurred and Ambix Ltd has chosen to terminate the Agreement in accordance with clause 14.4.4.
17.2.5 Forthwith in writing by Ambix Ltd if there shall be any change in the management or control of the Client. “Control” for the purpose of this Clause means the power to require compliance in some respect material hereto whether by means of voting rights contract or otherwise.
17.2.6 Forthwith in writing by Ambix Ltd should the Client breach the undertaking it has given under clause 11.3.
17.2.7 By Ambix Ltd or the Client upon the expiration of not less than twelve (12) weeks’ notice in writing to Ambix Ltd expiring on an anniversary of the Commencement Date.
17.3 This Agreement may be terminated by Ambix Ltd notwithstanding any delay, forbearance or service provided by Ambix Ltd following the occurrence of grounds for such termination.
17.4 Any termination of this Agreement pursuant to this clause 17 shall be without prejudice to any other rights or remedies a Party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of any Party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
17.5 Within seven days of the termination of this Agreement (howsoever and by whomsoever occasioned) the Client shall allow an officer of Ambix Ltd to enter upon the Client’s premises to remove all copies of the Licensed Programs in its possession and any other property belonging to Ambix Ltd that it may so require.
18. Contact and Notices
18.1 The Client shall communicate to Ambix Ltd upon the Commencement Date the identity of the persons or the department within its undertaking who shall act as the sole contact point and channel of communication for the provision by Ambix Ltd of the Customisation Services (if any) and technical support under the Warranty. The Client shall forthwith immediately inform Ambix Ltd of any change in the identity of any such person(s) or department.
18.2 Any notice request instruction or other document to be given hereunder shall be delivered or sent by first class post, or by email (subject to confirmation of receipt in the form of the transmission of an automated read receipt or an email from the intended recipient expressly acknowledging receipt) in the case of Ambix Ltd to the individual nominated and at the contact details contained within the Schedule; and in the case of the Client as detailed at Schedule 1 (or, in respect of either Party, such other address as may have been notified) and any such notice or other document shall be deemed to have been served (if delivered at the time of delivery (if sent by post) upon the expiration of 48 hours after posting or (if sent by facsimile) upon the expiration of 12 hours after dispatch or (if sent by email) immediately on the transmission of an automated read receipt or an email from the intended recipient expressly acknowledging receipt.
19. Force Majeure
19.1 No Party hereto shall be liable or deemed to be in breach of its obligations hereunder by reason of any delay in performing, or failure to perform, if the delay or failure was due to any cause beyond its reasonable control, including without limitation, act of God, explosion, flood, tempest, fire or accident; war or threat of war, national emergency, acts of terrorism, sabotage, insurrection or civil disturbance; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary, regional or local authority; strikes, lock-out or other industrial actions or trade disputes (whether involving employees of the Parties or of a third party); unavailability or shortages of goods, materials, fuel, part-machinery, or transportation; power failure or breakdown in machinery; or default of third party suppliers or subcontractors (an “Event of Force Majeure”).
19.2 Each of the Parties hereto agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure such notice to contain details of the circumstances giving rise to the Event of Force Majeure.
19.3 If a default due to an Event of Force Majeure shall continue for more than four weeks then the Party not in default shall be entitled to terminate this Agreement. No Party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
20. General
20.1 These Conditions constitute the entire agreement between the Parties and supersede all prior agreements, representations, statements and understandings between the Parties in respect of the subject matter hereof. The Client agrees that it has not relied upon any representation or statement not recorded in these Conditions in entering into this agreement.
20.2 The waiver by any Party of a breach or default of any of the provisions of this Agreement by the other Party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of any Party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other Party.
20.3 If any court or administrative body of competent jurisdiction finds any provision of this Agreement to be invalid or unenforceable, the invalidity or unenforceability of that provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The Parties hereby agree to attempt to substitute for any invalid or unenforceable provisions a valid or enforceable provision that achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.
20.4 This Agreement shall be binding upon and enure for the benefit of the successors in title of Ambix Ltd.
20.5 The Client shall not be entitled to assign this Agreement nor any of its rights and obligations hereunder nor sub-license the use (in whole or in part) of the Licensed Program materials without the prior consent of Ambix Ltd.
20.6 Ambix Ltd shall be entitled to assign this Agreement and any of its rights and obligations at any time.
20.7 No party other than Ambix Ltd (and its successor in title) or the Client has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement provided that this does not affect any right or remedy of the third party which exists or is available apart from that Act.
20.8 This Agreement shall be governed by and construed in accordance with English law and the Parties hereto agree to submit to the exclusive jurisdiction of the English Courts.

SCHEDULE 1
Client Details
As stated in your account details

Service, License, and Payment Details
Commencement Date Date of order
Licensed Programs Standard Ambix license with access to all features as released from time to time.
Package at commencement As per your order
Bandwidth Quota TBC
Disk Space Quota 1gb per chargeable user

Ambix Ltd Details
Registered address Digital House, 62 Dovecot Street, Stockton on Tees, UK TS18 1LL
Company Registration Number 08243437
UK Data Protection Registration Number A8055331
Contact Email community @ ambix.io
Contact Telephone +44 (0) 1642 796174

Ambix Support Service and Contact Details
Help Centre:www.ambix.zendesk.com
Email:support@ambix.io
Twitter:@Ambix_Support
Facebook:send a direct message via the Ambix page
Website: click the green Help icon to access the help centre
Service Desk Ticket Logging
Ambix operates a Zendesk support service. The Help Centre publishes common FAQs and known issues from time to time. All unresolved incidents and concerns should be logged by email to support@ambix.io, or by Twitter or Facebook as above. Ambix aims to respond to logged tickets within the global average first reply time of 22.5 hours, and currently reports an average first reply time of 14.4 hours (November 2015).
Office Hours Response Time
Office Hours are defined as Monday to Friday, 09h30 – 17h00 UK excluding all English bank holidays and notified office closures.
The Ambix team will respond within the same working day to logged tickets.
Outside of Office Hours
Ambix support staff informally monitor tickets out of hours, and will endeavour to respond to urgent tickets in line with the global average first reply time above. Special arrangements can be made to provide fast response cover outside the support hours, subject to an additional charge and a minimum notice period of one calendar month.

SCHEDULE 2
Standard Packages, Fees, and Payment Terms

Payment Terms
Payment terms – fixed price packages Licence fee charged monthly in advance.
Discount 15% applies for annual fee in advance.
Payment terms – variable users Licence fee charged monthly in arrears based on actual usage.
Payment terms – customisations As per detailed customisation specification in schedule 4 below.
Payment terms – training GBP 450/day or GBP 250/half day plus expenses, payable on or before delivery.
Payment terms – Data Transfer / disk space over quota
Bandwidth GBP tbc
Disk Space GBP 250 per 500gb
Charged monthly as incurred

SCHEDULE 3

Browser Specification:

Ambix software supports the following browsers and versions:

Google Chrome v46 or later
Firefox v42 or later
Internet Explorer v 11 or later
Opera v33 or later
Safari v9 or later

Running the software using earlier versions may result in a loss of functionality and/or distortion of the information displayed and the layout of pages.

SCHEDULE 4

Customisation Specification and Acceptance Tests

NOT APPLICABLE TO ONLINE PACKAGE ORDERS

SCHEDULE 5
The User Registration Terms
Welcome to Ambix
Introduction
Ambix is a private network facility that is delivered by Ambix Ltd for companyName. When we use words like “we”, “us” and “our” in these Terms, it is to companyName that we refer. Our registered office address is companyAddress and our registered number is regNo.
A service like Ambix (which, in this document, we’ll refer to as “the Service” or perhaps as “Ambix”) requires lots of people to interact with each other (us included) within some kind of framework designed to keep everybody safe and free from harm. In essence, that framework is provided by these Registration Terms, which we’ll refer to as “the Terms”.
When we use words like “you” and “your”, we are referring to you, whom, we hope, will soon be our registered user. The “website” is the one hosted at serviceName.ambix.io
A service like Ambix (which, in this document, we’ll refer to as “the Service” or perhaps as “Ambix”) requires lots of people to interact with each other (us included) within some kind of framework designed to keep everybody safe and free from harm. In essence, that framework is provided by these Registration Terms, which we’ll refer to as “the Terms”.
When we use words like “you” and “your”, we are referring to you, whom, we hope, will soon be our registered user. The “website” is the one hosted at http://serviceName.ambix.io
Anybody can access the website or download our apps but in order to access the content and to use the Service, you do need to register. If you register, you must do so on the basis of these Terms. That applies to everyone, even the folks that run Ambix. So if you want to use Ambix, you must register and to register you must accept these Terms as they are set out in this document.
Your Registration
There’s not much that you need to do to complete your registration. There is a simple form to fill out but the only information we have to have from you is your first name, last name and a functioning email address. (In some cultures, people only have one name. If this applies to you, you can insert it in the last name field and type “none” in the first name field.) In registering, you are confirming that this information at least is accurate and up-to-date. You can always change these details if you need to, by accessing your Settings page. It’s very easy.
You also need to check the box that is your confirmation that you accept these Terms. If you don’t do that, you won’t be able to register and if you don’t register, you won’t be able to use Ambix and that would be a shame. But if you do check the box and submit your registration to us, please bear in mind that you are entering into a contract with us and that contract is, of course, based on these Terms. Don’t worry, you don’t *have* to do anything in particular. If you register and subsequently decide not to use Ambix, there’s nothing you are required to do (and if you wish, you can have your registration terminated). But since you are entering into a contract with us, it would be sensible to have a good read of these Terms just to make sure you are as happy as we are about it all.
You’ll always be able to find a copy of these Terms on the website, but you might want to print off a copy for your records. If you do, please bear in mind, however, that the Terms might change in the future, especially as we may add functionality to the Service in the future. If we do change the Terms, we will, of course, contact you through the Service to let you know that the Terms have changed. If you continue to use Ambix after that, you will do so having accepted the new version of the Terms.
You
We mentioned above the minimum information that you’ll have to provide us in order for your registration to be effective. Of course, that information alone will be enough to identify you personally and so for that reason, it is protected under the Data Protection Act 1998 (and probably equivalent laws in your jurisdiction, if you’re not living in the UK). Given the nature of Ambix, you’ll probably want to supplement your profile with further information about yourself (perhaps including some wording describing yourself or providing a picture) and if you use Ambix, your posts will probably reveal more about yourself. We will handle that information in accordance with our Privacy Policy, which forms part of these Terms and thereby, our contract with you.
It may be the case that you choose, how shall we put this, to embellish your posts adopting something in the way of poetic licence. However, we must be able to identify you as an individual from the information contained within your profile and to that extent only, you confirm that your profile information is accurate and that you will keep it up to date.
We would love to make Ambix available to everyone but unfortunately, because of the way English law works, children are not capable of entering into contracts. Consequently, our users must be at least 18 years of age and you confirm that you are and that you are capable of entering into binding contracts.
Assuming then that you are over 18 and capable of entering into contracts that are legally binding upon you, your registration on these Terms gives rise to a contract between you and us that is indeed binding on both you and us and those that may later inherit the benefit of the contracts that we have formed. You may not transfer or sell your rights under this contract to anybody else nor may you use the benefit of your contractual rights with us as security for anything. The nature of running a Service like Ambix means that we may, for some reason have to ‘assign’ the contract that we’ve formed with you to another business (for example, as part of a restructure).
You can terminate your registration at any time. There is more about this in the Privacy Policy so please follow the instructions there.
Your Content
As a platform technology, Ambix is what its users make it. That said, there are core purposes for it that encompass everything that we and our users do with it. You agree that you will abide with those purposes and that you will not, under any circumstances, use your registration for actions that do not fall within those core purposes. In particular, you will not use your registration for the distribution of unsolicited and unwanted communications (whether commercial or otherwise), which you might know as ‘spam’. Spam is a real nuisance and it annoys everybody, so if you distribute spam through Ambix, we’ll terminate your registration immediately.
In using Ambix, you’ll have the chance to write text or upload photographs or other media. You promise that the content you upload won’t cause offence or aggravation to anybody. What we are chiefly concerned with here is content that is offensive, obscene, abusive, libellous, false, deliberately misleading, or is otherwise illegal. For short, let’s call this “Unlawful Content”. If you do post Unlawful Content, we reserve the right to remove it immediately and we won’t necessarily tell you that we have done this. We may allow you to explain why you have posted the Unlawful Content but if your explanation is unconvincing or you take an unreasonably long time to respond, we may, at our discretion, terminate your registration.
You may have heard of the term “intellectual property”. Intellectual property is the term used to describe things that can be owned but which are not physical in nature. The owner of intellectual property doesn’t own something that is tangible but instead has the right to control how that intangible thing is used, hence the term “intellectual property rights”. Trade marks, patents and copyright are well-known and commonplace forms of intellectual property, but there are lots more besides. If you use somebody else’s intellectual property rights without their permission (which is often referred to as a “licence”), you’ve “infringed” their rights.
When you post content of whatever nature to Ambix, you confirm that either you own the intellectual property rights in that content or, if those rights belong to someone else, that you have their permission to post it to Ambix. You also confirm that you will not post content that infringes the rights of others, whether users of Ambix or not.
When posting content to Ambix, you give us permission to reuse that content on a non-exclusive basis for the purpose of providing Ambix to our users and customers wherever they may be in the world. That licence will enable us to store, use, perform, display, reproduce, modify, distribute or sub-licence that content, as the case may be, without charge. Where the intellectual property rights in the content that you have uploaded belongs to somebody else, you confirm that that person gave you their permission to grant us the same licence to reuse that content as if it was you that owned it.
The content you post may be viewable by other people, depending on your settings (please have a look at the Privacy Policy for more on this). Of course, we have a living to make, and you acknowledge that the content you post (and in posting, licence to us) contributes to the revenue we generate from the operation of Ambix and that content that you have posted publicly may be used to promote Ambix and our business generally.
You may revoke that licence at any time by deleting the content in question or by terminating your registration. Where you do either of those things, the content in question will be removed from our live service as soon as possible and from our back-ups over a reasonable time, as dictated by our internal security policy from time to time. There’s more on this in our Privacy Policy. Where you remove content you have posted publicly or terminate your registration, we will remove that content from new promotional material that we produce and/or publish thereafter.
So let’s give this some context. Let’s say you post a photograph. If you took the photograph (and you took it in a private, personal context and not as part of your employment) then the chances are that you are going to own the copyright in it. You have the right to upload it to Ambix and you grant us the right to reuse it for the purpose of delivering the service to our users and customers around the world. And you could still use that photograph yourself or upload it to Facebook or whatever – there is nothing ‘exclusive’ about the permission you’ve given us.
Now, let’s imagine that the photograph was one taken by a friend and that person has forwarded it to you to use as you like. In that situation, your friend may be quite happy for you to upload it to Ambix (although you should probably check with them first, just in case). In that case, the copyright in the photograph will be owned by your friend and they’ve given you permission to use it and that includes granting us a licence to reuse it.
Finally, let’s imagine that you’ve found a photograph on the web. You don’t know who took it but you decide to upload it anyway. Somebody is going to own the copyright in that photograph, that is, assuming that it is still in copyright, which is likely given that copyright lasts for a really long time. If you have found the photograph on a page that states clearly that you can reuse the photograph for whatever purpose you like, then you’ll have the permission to reuse it and that’s probably going to be fine. However, this is rare. It’s more likely that if any permission is granted, it’s going to be very limited and you need to check what those limits are.
More likely still will be that the page you found the photograph on won’t say anything at all about copyright and so if you use it, you’ll almost certainly going to be infringing somebody’s copyright. If the copyright is owned or controlled by a commercial provider such as Getty Images or Shutterstock, they may be really unhappy about the use you are making of it and that, in turn, is going to make us unhappy. We don’t want that and, by the time those guys have finished with you, neither will you.
Where you do post content that infringes the intellectual property rights of somebody else, we may delete that content immediately should we be contacted by somebody complaining about that. We may contact you to let you know that we’ve done this (unless we are required not to by law) and you can contact us to explain what’s happened or, perhaps, complain about what’s happened (if you believe you had the right to use that content or that you believe you actually own it).
If you breach the terms relating to your content either by posting Unlawful Content or by posting content that infringes the intellectual property rights of others, there is a good chance that we are going to have to devote resources to dealing with the problem. This may involve spending money on lawyers, investigators and the like. Consequently, should this happen, you agree to fully compensate us, pound for pound, on demand for any and all such losses, whether in the form of direct expenses or for our loss of time or for other things that are readily quantifiable. In legalese, you ‘indemnify us’ and ‘hold us harmless’. Where we suffer other losses that are harder to quantify, we may pursue you for the recovery of these immediately or at some later date. Our right to take action to recover such losses or to insist on this indemnity will survive the termination of your registration (which would otherwise terminate our contract with you).
One final thing on the subject of intellectual property rights. Just as you may own the content that you post to Ambix, so Ambix is owned by Ambix Limited and licensed to us so that we can provide the Service to you. Likewise, the content that we have posted is owned by or licensed to us. That includes all the ‘copy’, the code, the look and feel and the trademarks and graphics and you can use all of that in making use of your registration in accordance with these Terms but absolutely no more than that. Even the copyright in these Terms is owned by the lawyers that wrote them and licensed to us for this purpose. So please don’t try to use any of the intellectual property that we provide for purposes that are not intended or envisaged by these Terms.
If you come across any evidence to suggest that anybody else is using Ambix in breach of these Terms, it would be a terrific help if you would let us know so that we can take action to stop them.
Us
At any given time, we reckon we have a pretty good idea as to how well Ambix’s functionality is working. We’re working on new features all the time and occasionally, we may want to replace older features with new, better ones. It is inevitable that from time to time we will provide features or functionality that seemed like a really good idea at the time but which, for whatever reason, don’t really catch on with our users. So when this happens, we reserve the right under these Terms to add or remove functionality and features. We will do our best to give you some advance notice of this but from time to time, this might not be possible. For example, if something breaks and it is complicated to fix and not sufficiently popular to warrant dropping everything to fix, we may decide to withdraw it immediately. That withdrawal may be temporary or it may be that we withdraw it permanently, and we have the right to decide what’s best in the circumstances.
It might be that new functionality requires changes or additions to these Terms or the Privacy Policy, so when we launch new features, you might want to check to see whether we’ve made any changes to either document.
Consumers enjoy protection under a variety of laws in different jurisdictions around the world and, if you are using Ambix as a consumer, nothing in these Terms is intended to undermine your protection either in England or wherever you happen to be when you access the Service. In English law, it would be unlawful for us to attempt to exclude or limit liability for personal injury or death arising from our negligence or for any loss you suffer as a result of our fraud or for any statement we make fraudulently intending you to rely on it in entering into this contract with us. It’s pretty difficult to see how your use of Ambix could result in anybody suffering any kind of physical harm, but just to be clear, nothing in these Terms should be interpreted as an attempt to exclude or limit this kind of liability.
Bearing in mind always the exceptions we have mentioned in the previous paragraph, there are certain types of liability that we are permitted by law to limit or exclude and, accordingly, WE WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT OR CONSEQUENTIAL LOSS, DAMAGE OR EXPENSE (INCLUDING LOSS OF PROFITS, DATA, OPPORTUNITY, BUSINESS OR GOODWILL) THAT YOU MIGHT SUFFER AS A RESULT OF USING AMBIX, HOWEVER THAT LOSS DAMAGE OR EXPENSE MIGHT ARISE. In case you’re wondering, that has bit has to be in capitals in order to comply with the laws of certain jurisdictions, including certain states in the USA.
In addition, WE WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY FAILURE TO PERFORM OR FOR THE DELAY IN THE PERFORMANCE OF ANY OF OUR OBLIGATIONS UNDER THESE TERMS THAT IS CAUSED BY EVENTS THAT ARE BEYOND OUR REASONABLE CONTROL. This might include a failure of an internet service provider to deliver notifications to you, for instance.
Finally, if we happen to make a statement that turns out to be untrue (whether orally or in writing) prior to your registration, then, unless that statement was made fraudulently by us, we will only be liable to you should that untrue statement result in us breaching these Terms. If it does not, the untrue statement has no impact on our relationship with you save insofar as it may impact on your legal rights as a consumer.
These limitations and exclusions of liability will survive the termination of your registration (which, in turn, would terminate our contract with you).
In making sure that our users are satisfied and that Ambix is working efficiently, the data transmitted by you and other users or customers may be reviewed and analysed by us or by Ambix Limited. This does NOT mean, however, that we are under any duty to do this and we do not and will not assume any responsibility for to review content posted by our users. Nevertheless, as we have indicated above, we may remove content posted by you or by other users or customers if that content contravenes these Terms or the user or customer posting that content is in breach of these Terms. Likewise, if you see content that concerns you, please do let us know and we will look into it.
You also need to be aware that viruses can be transmitted via websites, not just email. So if you want to make sure that your systems are safe from infection, you should run suitable security software because WE WILL NOT BE LIABLE FOR ANY VIRUS INFECTION OR OTHER HARM CAUSED TO YOUR SYSTEMS THROUGH YOUR USE OF AMBIX OR WHEN FOLLOWING ANY LINKS TO WEBSITES RUN BY OTHER PEOPLE.
There may come occasions where we choose not to insist on your total compliance with your obligations under these Terms or that, where you’ve breached the Terms, we don’t make use of our rights to take action against you. This does NOT mean, however, that we are waiving those rights. We can take action against you later should we so choose and at any time during the lifetime of your registration (or indeed, where necessary, at any time after the termination of your registration), we can return to the issue and insist upon your compliance.
This Contract
From time to time, we will have to give you information relating to your use of the Service. This might be information about new functionality or old functionality that we are going to withdraw. It might be to let you know that we have made changes to these Terms or the Privacy Policy. We will send this information to you in the form of notifications via the website. We might also send an email to the address you have given us when registering (which is why we need you to keep that email address up-to-date). English law requires that certain information that we might have to pass to you has to be in writing, so you accept that information we provide to you electronically is indeed ‘written’ for this purpose.
If, for some reason, you need to communicate with us for contractual purposes, you can do this by email at companyEmail but if you really feel the need, you can send us a letter by post, sent either to our street address (if you can’t find it on the website, drop us an email and we’ll give you the details) or to our registered office.
Information that we send to you or you send to us for contractual reasons we’ll call “Notices” for the purposes of these terms. There may be times when we all need to know when such a Notice was received. To make things easy, those Notices will be deemed to be received as follows. A Notice sent by us to you as a notification sent to your account via the website only or an email sent by you to us or us to you, will be regarded as having been received the day AFTER it is sent, just to give everyone a reasonable chance to pick it up. If a Notice is sent in either direction by letter (probably from you to us, since we won’t know, nor will we necessarily want to know, your residential address), that Notice will be regarded as having been received (assuming that it was properly stamped and sent by first class mail) three days AFTER the day on which it was sent or, in the case of a letter sent from overseas by airmail, ten days AFTER the day on which it was sent.
It might just be that at some point in the future, a court or some other legitimate authority has cause to review these Terms and in so doing, rules that some or other part of them is invalid, unlawful or unenforceable. Obviously, that could cause a bit of a problem, certainly for us and possibly also for you. So, in the very unlikely event that something like that happens, there will be two consequences. First, everybody accepts that the rest of the Terms will remain in place between us and that the contract will survive intact with the problematic element removed. Second, the authority or court taking action may compose a replacement for the stricken terms that do as good a job as reasonably possible as the job previously done by those terms or, where the authority or court taking action declines to do so, you agree that we may replace those terms ourselves with something else that complies with the ruling.
Everything relevant to our contractual relationship with you is set out either in these Terms or in the Privacy Policy. We have no earlier contractual arrangement or understanding with you or any sort. If there is anything that you seek to rely on in creating your registration, please disregard it right now, because in submitting your registration and accepting these Terms, you must acknowledge that in registering to use Ambix, you haven’t relied upon any statement made or promise given by us, whether stated plainly or implied from our conduct UNLESS that representation or statement is repeated either in these Terms or in the Privacy Policy. We have to have this rule because (1) we need some certainty about our relationship with you, and (2) because imagine having 1000s of customers and having different, potentially undefined contracts with each: it just wouldn’t work.
In England, there is a law that gives third parties (that is, people who are not ‘party’ to a contract) certain rights to enforce terms that are intended to benefit them. This is called the Contracts (Rights of Third Parties) Act 1999. We can’t think of a situation where this might come into play, but just to be clear, any right of a third party to take action under that law is excluded. There may be other situations where third parties can take action and where we are not permitted to exclude that possibility, such third party rights remain, so you might want to bear that in mind. None of this affects the activities of Ambix Limited, as referenced in these Terms.
This concludes these Terms and as soon as you check the ‘accept terms’ box and submit your registration to Ambix, you will have a binding contract with us. All that is left for us to say is that your contract with us is subject to and governed by English law. Any dispute that arises from our relationship with you or your use of Ambix will be subject to the exclusive jurisdiction of the courts of England and Wales.