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Definitions
For the purposes of these Terms:
“Account” means a unique account created for You to access our Service or parts of our Service.
“Affiliate” means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
“Applicable Data Protection Laws” means:
To the extent UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Company is subject, which relates to the protection of personal data.
“Applicable Laws” means all applicable UK laws, statutes, regulations from time to time in force.
“Company Personal Data” means any personal data which the Company processes in connection with this agreement, in the capacity of a controller.
“Content” refers to the Input to and Output from Our Service, regardless of its form.
“Device” means any device that can access the Service such as, but not limited to, a computer, a cell phone or a digital tablet.
“EU GDPR” means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.
“Feedback” means feedback, innovations or suggestions sent by You regarding the attributes, performance or features of our Service.
“Heightened Cybersecurity Requirements” means any laws, regulations, codes, guidance (from regulatory and advisory bodies.
Whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to You (but not the Company) relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.
“Input” means data and information, regardless of its form, that You enter, link or otherwise make available to Our Service.
“Output” means data and information, regardless of its form, that You receive from Our Service.
“Service” refers to the Website, which may take the form of an application on certain Devices.
“Terms of Service” (also referred as "Terms") means these Terms of Service that form the entire agreement between You and the Company regarding the use of the Service.
“Third Party” means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
“UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
“Website” ref ers to Our website accessible at giles.app and all related sub-domains.
“You” “Your” means the individual accessing or using the Service, or the company, or other legal entity on whose behalf such individual is accessing or using the Service, as applicable. This includes any employees or representatives of that company or entity.
“Your Personal Data” means any personal data which the Company processes in connection with these Terms, in the capacity of a processor on behalf of You.
Acknowledgment
These Terms govern the use of this Service and constitute the agreement that operates between You and the Company. These Terms set out Your rights and obligations regarding the use of the Service.
Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.
By accessing or using the Service, You agree to be bound by these Terms. If You disagree with any part of these Terms then You may not access the Service.
You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service. If You are a business customer using the Service on behalf of a business, You confirm that you have authority to use the Services for and on behalf of that business.
We comply with Applicable Laws, including UK GDPR, Consumer Protection Laws, and relevant sector-specific regulations. You must also comply with all Applicable Laws when using our Service. You are responsible for ensuring that Your use of our Service does not violate any Applicable Laws or regulations in your jurisdiction.
Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Company’s Privacy Policy available at privacy-policy. Our Privacy Policy describes our policies and procedures on the collection, use and disclosure of Your personal information when You use the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.
Subscription Accounts
Your responsibilities When You subscribe to Our Service, You must provide complete and accurate billing information, including a valid payment method. We will automatically charge Your payment method on each agreed-upon periodic renewal until You cancel. Tax will be charged based on Your declared location. We accept the following credit cards and debit cards: Visa, Mastercard. All credit card and debit card payments need to be authorised by the relevant card issuer.
If We are unable to take payment from Your card, We will try to contact You using the contact details You provided. If We are unable to contact You, We will cancel Your order and notify You by email. If Your payment cannot be completed, We may downgrade Your account or suspend access to Our Services until payment is received.
You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password.
You agree not to disclose Your password to any third party. You must notify Us immediately upon becoming aware of any breach of security or unauthorised use of Your account.
You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service. If You are a business customer using the Service on behalf of a business, You confirm that you have authority to use the Services for and on behalf of that business.
You may not use a username that is the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorisation, or a name that is otherwise offensive, vulgar or obscene.
You shall:
provide the Company with:
all necessary co-operation in relation to these Terms; and
all necessary access to such information as may be required by the Company,
in order to provide the Service, including but not limited to any Input, security access information and configuration services;
without affecting Your other obligations under these Terms, comply with all Applicable Laws and regulations with respect to Your activities under these Terms;
carry out all other responsibilities set out in these Terms in a timely and efficient manner. In the event of any delays in Your provision of such assistance as agreed by the parties, the Company may adjust any agreed timetable or delivery schedule as reasonably necessary;
ensure that You use the Service in accordance with these Terms;
obtain and shall maintain all necessary licences, consents, and permissions necessary for You to perform Your obligations under these Terms;
ensure that Your network and systems comply with the relevant specifications provided by the Company from time to time; and
be, to the extent permitted by Applicable Laws and except as otherwise expressly provided in these Terms, solely responsible for procuring, maintaining and securing Your network connections and telecommunications links from Your systems to the Company’s data Centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet.
You shall own all right, title and interest in and to all of the Input that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Input.
Content Backups
Although regular backups of Content are performed, the Company does not guarantee there will be no loss or corruption of data.
Corrupt or invalid backup points may be caused by, without limitation, Content that is corrupted prior to being backed up or that changes during the time a backup is performed.
The Company will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of Content. However, You acknowledge that the Company has no liability related to the integrity of Content or the failure to successfully restore Content to a usable state.
Our Intellectual Property
The Service (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors.
The Service is protected by copyright, trademark, and other laws of both England and Wales and foreign countries.
Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.
Intellectual Property Infringement
We respect the intellectual property rights of others. It is Our policy to respond to any claim that Content on the Service infringes a copyright or other intellectual property infringement of any person.
If You are a copyright or IP owner, or are authorised to act on behalf of one, and You believe that Your work has been copied in a way that constitutes infringement through Our Service, please submit Your notice in writing to Our copyright agent via email at the Giles team. Your notice should include a detailed description of the alleged infringement.
Please note that You may be held liable for damages (including costs and any legal fees) if You misrepresent any alleged infringement.
Modifications
Error Corrections and Updates. The Company will provide You with error corrections, bug fixes, patches, or other updates to the Service licensed in accordance with the Company’s release schedule for the term of Your subscription.
Other Modifications. You may, from time to time, share feedback, make a request or suggestion that the Company incorporates certain features, enhancements, or modifications into the Service. The Company may, in its sole discretion, undertake to incorporate such changes and make available the Service so modified to all or any users of the Service.
Title to Modifications. All such error corrections, bug fixes, patches, updates or other modifications shall be the sole property of the Company.
Your Feedback to Us
By providing Feedback to Us, You grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction or compensation to You.
Links to Other Websites
Our Service may contain links or enable or assist You to access Third Party websites that are not owned or controlled by the Company and You agree that You access such Third Party websites at Your own risk.
We have no control over, make no representation, warranty or commitment and shall assume no liability, obligation or responsibility for, the content or use of, correspondence with, privacy policies, or practices of any Third Party website or any transactions completed, and any contract entered into by You with any such Third Party. Any contract entered into and any transaction completed via any Third Party website is between You and the relevant Third Party, not the Company.
You acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such Third Party websites or services.
We strongly advise You to read the terms and conditions and privacy policies of any Third Party that You visit prior to using the relevant Third Party website. The Company does not endorse or approve any Third Party website nor the content of any of the Third Party Website made available via the Service.
Data protection
For the purposes of these Terms, the terms Commissioner, controller, data subject, personal data, personal data breach, processor and processing, shall have the meaning given to them in the UK GDPR, and supervisory authority shall have the meaning given to it in the EU GDPR.
Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This provision is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws.
You consent to all actions taken by the Company in connection with the processing of Company Personal Data, provided these are in compliance with the then-current version of the Company’s Privacy Policy available at privacy-policy. In the event of any inconsistency or conflict between the terms of the Company’s Privacy Policy and these Terms, the Company’s Privacy Policy will take precedence.
Without prejudice to the generality of the above, You will ensure that You have all necessary appropriate consents and notices in place to enable lawful transfer of the Company Personal Data and Your Personal Data to the Company and lawful collection of the same by the Company for the duration and purposes of Your subscription.
Without prejudice to the above, the Company shall, in relation to Your Personal Data:
process Your Personal Data only on the documented instructions of You, unless the Company is required by Applicable Laws to otherwise process Your Personal Data. Where the Company is relying on Applicable Laws as the basis for processing Your Processor Data, the Company shall promptly notify You of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Company from so notifying You on important grounds of public interest.
The Company shall promptly inform You if, in the opinion of the Company, Your instructions infringe Applicable Data Protection Laws;
implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Your Personal Data and against its accidental loss, damage or destruction, including inter alia as appropriate:
the pseudonymisation and encryption of Your Personal Data;
the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
the ability to restore the availability and access to Your Personal Data in a timely manner in the event of a physical or technical incident; and
a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.
In assessing the appropriate level of security the Company shall take into account in particular of the risks that are presented by the processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Your Personal Data transmitted, stored or otherwise processed;
ensure, and procure that that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;
promptly assist You, at Your expense, in responding to any request from a data subject and in ensuring compliance with Your obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with the Commissioner, supervisory authorities or other regulators and, in particular, the Company shall promptly notify You if it receives any complaint, notice or communication (whether from the Commissioner, any data subject, supervisory authority or other third party) which relates to processing of Your Personal Data;
notify You without undue delay after becoming aware of a personal data breach involving Your Personal Data and on suspecting the same, the Company shall promptly conduct an initial assessment to determine, with a reasonable degree of certainty, whether the event or incident qualifies for notification to You under this provision and shall provide a copy of this initial assessment along with such notification;
at Your written direction, delete or return to You all Your Personal Data on termination or expiry of the subscription, and certify to You in writing it has done so, unless the Company is required by Applicable Laws to continue to process Your Personal Data, in which case the Company shall promptly notify You, in writing, of what that Applicable Law is and shall only be permitted to process Your Personal Data for the specific purpose so-notified, and all other requirements set out in this provision shall continue to apply to Your Personal Data notwithstanding the termination or expiry of Your subscription for as long as Your Personal Data is processed by the Company.
For the purposes of this provision the obligation to "delete" data includes the obligation to delete data from back-up systems as well as live systems; and
maintain adequate records and allow for reasonable audit by You or Your designated auditor, to demonstrate its compliance with Applicable Data Protection Laws and this provision.
You provide Your prior, general authorisation for the Company to:
appoint processors to process Your Personal Data, provided that the Company:
shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on the Company in this provision;
shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Company; and
shall inform You of any intended changes concerning the addition or replacement of the processors, thereby giving You the opportunity to object to such changes provided that if You object to the changes and cannot demonstrate, to the Company’s reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Laws, You shall indemnify the Company for any losses, damages, costs (including legal fees) and expenses suffered by the Company in accommodating the objection.
transfer Your Personal Data outside of the UK as required for the purpose, provided that the Company shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws.
For these purposes, You shall promptly comply with any reasonable request of the Company, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).
With regard indemnity and liability:
the Company shall indemnify and keep You indemnified from and against any and all costs, damages and expenses of any kind arising from any claim or demand brought by any person, data subject, Commissioner or supervisory authority as a result of any breach or alleged breach by the Company of any Applicable Data Protection Law or its obligations under liability for losses arising from breaches of this provision;
the Company’s liability for losses arising from breaches of this provision is set out below.
Limitation of Liability
Notwithstanding any damages that You might incur, the Company’s and its suppliers’ entire liability under any provision of these Terms, and Your exclusive remedy for all of the foregoing, shall be limited to the amount You actually paid through the Service.
To the maximum extent permitted by Applicable Laws, the Company and its suppliers shall not be liable for any special, incidental, indirect, or consequential damages, loss, charges, costs or expenses whatsoever (including, but not limited to, damages for loss of profits, loss of sale or business, loss of agreements or contracts, loss of anticipated savings, wasted expenditure, loss of or damage to goodwill and/or similar losses, loss or corruption of software, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, Third Party software and/or Third Party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these jurisdictions, each party's liability will be limited to the greatest extent permitted by Applicable Laws.
Nothing in these Terms excludes the liability of the Company:
for death or personal injury caused by the Company’s negligence; or
for fraud or fraudulent misrepresentation.
References to liability in this provision include every kind of liability arising under or in connection with these Terms including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
"AS IS" and "AS AVAILABLE" Disclaimer
The Service is provided to You "AS IS" and "AS AVAILABLE", with all faults and defects without warranty of any kind.
To the maximum extent permitted by Applicable Laws, the Company expressly disclaims all warranties, whether express, implied, statutory or otherwise, representations, conditions and all other terms of any kind whatsoever implied by statute or common law with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.
The Company does not warrant or represent that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
You assume sole responsibility for results obtained from the use of the Service, and for conclusions drawn from such use. The Company shall have no liability for any damage caused by errors or omissions in any Input, information, instructions or scripts provided to the Company by You in connection with the Service, or any actions taken by the Company at Your direction.
Without limiting the foregoing, neither the Company nor any of the Company's suppliers make any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) that the Output will meet your requirements; (iv) as to the accuracy, reliability, or currency of any information or content provided through the Service; (v) that the Service will comply with any Heightened Cybersecurity Requirements; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Further, the Company is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and You acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
These Terms shall not prevent the Company from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms.
The Company warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under these Terms.
The Company shall follow its archiving procedures for any Input. In the event of any loss or damage to any Input, Your sole and exclusive remedy against the Company shall be for the Company to use reasonable commercial endeavours to restore the lost or damaged Input from the latest back-up of such Input maintained by the Company.
The Company shall not be responsible for any loss, destruction, alteration or disclosure of any Input caused by any Third Party (except those third parties sub-contracted by the Company to perform services related to Input maintenance and back-up for which it shall remain fully liable.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. In such cases, the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under Applicable Laws.
Indemnity
You agree to indemnify, defend, and hold harmless the Company, its Affiliates, and their respective officers, directors, employees, agents, licensors and service providers from and against any claims, actions, proceedings, losses, liabilities, damages, costs or expenses (including without limitation court courts and reasonable legal fees) arising out of or relating to Your violation of these Terms or Your use of the Service, including but not limited to, the use of the Content, other than expressly authorised in these Terms, or Your use of any information obtained from the Service.
Governing Law
The laws of England and Wales, excluding its conflicts of law rules, shall govern these Terms, and Your use of the Service and Content.
Disputes Resolution
If You have any concerns or disputes about the Service, You agree to attempt to resolve the dispute informally by contacting the Company. If the dispute is not resolved within 10 days after contacting the Company, each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms or its subject matter or formation.
For European Union (EU) Users
If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which You reside.
United States Legal Compliance
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or designated as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
Severability and Waiver
Severability
If any provision or part-provision of these Terms is held to be unenforceable, illegal or invalid, that provision will be modified to achieve its objectives to the greatest extent possible under Applicable Laws, while the remaining provisions will continue in full force and effect.
Waiver
Except as stated in these Terms, if a party does not exercise a right or require performance of an obligation, this does not affect their ability to exercise that right or require performance at a later date. Additionally, waiving a breach does not constitute a waiver of any future breaches.
Changes to These Terms
We reserve the right to modify or replace these Terms at Our sole discretion at any time. If a revision is material, We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the Website and the Service.
Contact Us
If You have any questions about these Terms, please contact us by visiting Our Website and using the contact details provided there.