Terms & Conditions

 

 

Software Subscription Agreement and Confidentiality Undertaking

You are accessing a software program developed and supplied by us together with information relating to that software program for the purpose of enabling you to use the benefits of the software program in your organisation.

This letter sets out the terms and conditions that will apply to such software:

1. For the purposes of this letter;

(a) “Information” means collectively and individually any and all information and content relating to the Software (as defined below) or our business, products, services, technology, customers and/or suppliers, whether of a technical, commercial, financial or other nature, that is provided or otherwise made available by us to you, in whatever form and on whatever media disclosed and including all records and copies thereof and extracts therefrom;

(b) “Permitted Purpose” means the use of the Software by you

(c) “Software” means the software program described in Schedule [1];

(d) “System” means the Computers owned by you or the computer system owned by us to host the software as specified in Schedule [2];

(e) “Subscription Period” means the period in which you are accessing the online hosted solution.

(f) “person” means natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations and trusts, in each case whether or not having separate legal personality;

(g) “we” or “us” means Combined Knowledge Limited Incorporated and registered in England and Wales with company number 05561204 whose registered office is at 2, The Terrace, Rugby Road, Lutterworth, Leicestershire, LE17 4BW; and

(h) “you” means your full company name, and registered address and contact that is receiving the link to access the software.

2. We hereby grant to you a personal, non-transferable, non-exclusive licence to use the Software and the Information during the Subscription Period solely for the Permitted Purpose.

3. In consideration for us agreeing to grant to you the licence of the Software set out in paragraph 2, you agree:

(a) only to use the Software on the System; and

(b) only to use the Software and the Information strictly in accordance with the terms of this letter.

(c) Subscription access is based on the receipt of the first month, quarter or annual payment being received in full for all licenses that you require to be issued.

(d) To maintain the monthly, quarterly, or annual subscription payments on the understanding that should a payment not be received your subscription will be terminated until payments have been bought up to date.

4. You acknowledge and agree that:

(a) you are not permitted to make any copies of the Software or the Information under any circumstances;

(b) you are not permitted to adapt, reverse engineer, decompile, disassemble, modify or adapt the Software;

(c) the Software and the Information and all and any intellectual property rights therein or relating thereto are either owned by or licensed to us and your use of the Software and/or the Information shall not confer on you any intellectual property rights or other rights in relation to the Software or the Information;

(d) ownership of all copies of the Software and Information provided to you shall at all times remain with us and you will mark any copies of the Software and Information with a notice that such copy belongs to us;

(e) no representations, conditions, warranties or other terms of any kind are made or given by us in respect of the Software or the Information and all statutory warranties and conditions are excluded to the fullest extent possible;

(f) without prejudice to paragraph (e) above, it is your sole responsibility to test and evaluate the Software and the Information in the context of your business needs and objectives and we make no representations or warranties whether express or implied as to suitability of the Software for your business or as to the accuracy or completeness of the Information or any of it;

(g) it is your responsibility to ensure that the Software is adequately virus checked prior to it being loaded on to or entered into the System and that we accept no liability whatsoever for any viruses and/or bugs that may enter the System or other electronic device or system as a result of your failure to carry out such checks adequately or at all; [and]

(h) The Software will automatically cease to operate at the end of the Subscription period

(i) save for death and personal injury caused by our negligence, we shall have no liability howsoever arising (whether directly or indirectly) for any loss, costs, damages, claims, proceedings, charges, expenses or other liabilities incurred or suffered by you as a result of your use of the Software or the Information.

5. You acknowledge and agree that the Information is strictly secret and confidential and you undertake and represent to us as follows:

(a) to keep the Information strictly secret and confidential and in particular but without limitation not to disclose the Confidential Information in whole or in part to any person other than in confidence and on a strictly need to know basis to those of your directors, officers and employees who are directly involved in the Permitted Purpose and who are under obligations of confidentiality to you not to use or to disclose information transmitted to them by you or acquired by them in the course of their duties other than as expressly permitted by you (“Authorised Persons”);

(b) to permit Authorised Persons to use the Information solely for the Permitted Purpose and to disclose Information only to other Authorised Persons; [and]

(c) immediately on request to supply us with a full list of those of your directors, officers and employees to whom Information has been disclosed;

(d) at your own expense to enforce the obligations of confidentiality imposed on your directors, officers and employees insofar as they relate to the use and/or disclosure of Information by them.

6. The obligations contained in paragraph 4 above shall apply to the Information without limit of time PROVIDED ALWAYS THAT such obligations shall not apply to any Information if and only to the extent that:

(a) it is in the public domain at the date it is disclosed, provided or otherwise made available to or obtained by you or thereafter enters the public domain otherwise than through any act or omission on your part or on that of your directors, officers or employees; or

(b) it is required to be disclosed by law or by a court, governmental body or other authority of competent jurisdiction or by any supervisory or regulatory body to whose rules you are subject or with whose rules it is necessary for you to comply PROVIDED ALWAYS THAT we are given sufficient prior written notice of the requirement for such disclosure to enable us to challenge such requirement and/or to restrict its extent.

For the purposes of this paragraph 5 Information shall not be considered to be in the public domain merely because parts of it are known or because it is known to a few people but is not generally freely available.

7. We reserve the right to terminate the Subscription period and the licence granted to you under paragraph 2 immediately at any time on giving you notice in writing.

8. You shall upon the expiry or termination Subscription Period and in any event at any time upon request from us immediately:

(a) return to us the Software and Information together with all copies thereof and extracts therefrom whether or not originally provided by us in your possession, custody or control; and

(b) expunge the Software from the System or other electronic device or system into which the Software has been programmed by you.

9. You shall promptly notify us upon becoming aware of any breach of the provisions of this letter.

10. You acknowledge that no failure or delay by us in exercising our rights under this letter shall operate as a waiver of those rights

11. The terms of this letter may only be waived or modified by an agreement in writing signed by a duly authorised representative on our behalf and a duly authorised representative on your behalf.

12. Neither we nor you intend that any term of this letter shall be enforceable whether by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise by any person other than us and you.

13. This letter shall be construed in accordance with the laws of England and Wales and we and you hereby agree to submit to the exclusive jurisdiction of the courts of England and Wales.

Accessing the online subscription environment demonstrates your agreement to the above terms and conditions.

Software Trial Agreement and Confidentiality Undertaking

You are accessing a software program developed and supplied by us together with information relating to that software program for the purpose of enabling you to evaluate the benefits of using the software program in your organisation.

This letter sets out the terms and conditions that will apply to such evaluation:

1. For the purposes of this letter;

(a) “Information” means collectively and individually any and all information and content relating to the Software (as defined below) or our business, products, services, technology, customers and/or suppliers, whether of a technical, commercial, financial or other nature, that is provided or otherwise made available by us to you, in whatever form and on whatever media disclosed and including all records and copies thereof and extracts therefrom;

(b) “Permitted Purpose” means the evaluation of the Software by you for the purpose of enabling you to decide whether to use the Software in your organisation.

(c) “Software” means the software program described in Schedule [1];

(d) “System” means the Computers owned by you or the computer system owned by us to host the software as specified in Schedule [2];

(e) “Trial Period” means the period in which you are accessing the online hosted solution.

(f) “person” means natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations and trusts, in each case whether or not having separate legal personality;

(g) “we” or “us” means Combined Knowledge Limited Incorporated and registered in England and Wales with company number 05561204 whose registered office is at 2, The Terrace, Rugby Road, Lutterworth, Leicestershire, LE17 4BW; and

(h) “you” means your full company name, and registered address and contact that is receiving the link to access the trial.

2. We hereby grant to you a personal, non-transferable, non-exclusive licence to use the Software and the Information during the Trial Period solely for the Permitted Purpose.

3. In consideration for us agreeing to grant to you the licence of the Software set out in paragraph 2, you agree:

(a) only to use the Software on the System; and

(b) only to use the Software and the Information strictly in accordance with the terms of this letter.

4. You acknowledge and agree that:

(a) you are not permitted to make any copies of the Software or the Information under any circumstances;

(b) you are not permitted to adapt, reverse engineer, decompile, disassemble, modify or adapt the Software;

(c) the Software and the Information and all and any intellectual property rights therein or relating thereto are either owned by or licensed to us and your use of the Software and/or the Information shall not confer on you any intellectual property rights or other rights in relation to the Software or the Information;

(d) ownership of all copies of the Software and Information provided to you shall at all times remain with us and you will mark any copies of the Software and Information with a notice that such copy belongs to us;

(e) no representations, conditions, warranties or other terms of any kind are made or given by us in respect of the Software or the Information and all statutory warranties and conditions are excluded to the fullest extent possible;

(f) without prejudice to paragraph (e) above, it is your sole responsibility to test and evaluate the Software and the Information in the context of your business needs and objectives and we make no representations or warranties whether express or implied as to suitability of the Software for your business or as to the accuracy or completeness of the Information or any of it;

(g) it is your responsibility to ensure that the Software is adequately virus checked prior to it being loaded on to or entered into the System and that we accept no liability whatsoever for any viruses and/or bugs that may enter the System or other electronic device or system as a result of your failure to carry out such checks adequately or at all; [and]

(h) The Software will automatically cease to operate at the end of the Trial Period

(i) save for death and personal injury caused by our negligence, we shall have no liability howsoever arising (whether directly or indirectly) for any loss, costs, damages, claims, proceedings, charges, expenses or other liabilities incurred or suffered by you as a result of your use of the Software or the Information.

5. You acknowledge and agree that the Information is strictly secret and confidential and you undertake and represent to us as follows:

(a) to keep the Information strictly secret and confidential and in particular but without limitation not to disclose the Confidential Information in whole or in part to any person other than in confidence and on a strictly need to know basis to those of your directors, officers and employees who are directly involved in the Permitted Purpose and who are under obligations of confidentiality to you not to use or to disclose information transmitted to them by you or acquired by them in the course of their duties other than as expressly permitted by you (“Authorised Persons”);

(b) to permit Authorised Persons to use the Information solely for the Permitted Purpose and to disclose Information only to other Authorised Persons; [and]

(c) immediately on request to supply us with a full list of those of your directors, officers and employees to whom Information has been disclosed;

(d) at your own expense to enforce the obligations of confidentiality imposed on your directors, officers and employees insofar as they relate to the use and/or disclosure of Information by them.

6. The obligations contained in paragraph 4 above shall apply to the Information without limit of time PROVIDED ALWAYS THAT such obligations shall not apply to any Information if and only to the extent that:

(a) it is in the public domain at the date it is disclosed, provided or otherwise made available to or obtained by you or thereafter enters the public domain otherwise than through any act or omission on your part or on that of your directors, officers or employees; or

(b) it is required to be disclosed by law or by a court, governmental body or other authority of competent jurisdiction or by any supervisory or regulatory body to whose rules you are subject or with whose rules it is necessary for you to comply PROVIDED ALWAYS THAT we are given sufficient prior written notice of the requirement for such disclosure to enable us to challenge such requirement and/or to restrict its extent.

For the purposes of this paragraph 5 Information shall not be considered to be in the public domain merely because parts of it are known or because it is known to a few people but is not generally freely available.

7. We reserve the right to terminate the Trial Period and the licence granted to you under paragraph 2 immediately at any time on giving you notice in writing.

8. You shall upon the expiry or termination Trial Period and in any event at any time upon request from us immediately:

(a) return to us the Software and Information together with all copies thereof and extracts therefrom whether or not originally provided by us in your possession, custody or control; and

(b) expunge the Software from the System or other electronic device or system into which the Software has been programmed by you.

9. You shall promptly notify us upon becoming aware of any breach of the provisions of this letter.

10. You acknowledge that no failure or delay by us in exercising our rights under this letter shall operate as a waiver of those rights

11. The terms of this letter may only be waived or modified by an agreement in writing signed by a duly authorised representative on our behalf and a duly authorised representative on your behalf.

12. Neither we nor you intend that any term of this letter shall be enforceable whether by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise by any person other than us and you.

13. This letter shall be construed in accordance with the laws of England and Wales and we and you hereby agree to submit to the exclusive jurisdiction of the courts of England and Wales.

Accessing the online trial environment demonstrates your agreement to the above terms and conditions.

Privacy Policy

This privacy policy sets out how Combined Knowledge Ltd uses and protects any information that you give Combined Knowledge Ltd when you use this website.
Combined Knowledge Ltd is committed to ensuring that your privacy is protected. Should we ask you to provide certain information by which you can be identified when using this software, then you can be assured that it will only be used in accordance with this privacy statement.
Combined Knowledge may change this policy from time to time by updating this page. You should check this page from time to time to ensure that you are happy with any changes. This policy is effective from 27th January 2014.
What we collect
We may collect the following information:

  • name and job title
  • contact information including email address
  • demographic information such as postcode, preferences and interests
  • other information relevant to customer surveys and/or offers

What we do with the information we gather
We require this information to understand your needs and provide you with a better service, and in particular for the following reasons:

  • Internal record keeping.
  • We may use the information to improve our products and services.
  • We may periodically send promotional emails about new products, special offers or other information which we think you may find interesting using the email address which you have provided. 
  • From time to time, we may also use your information to contact you for market research purposes. We may contact you by email, phone, fax or mail. We may use the information to customise the website according to your interests.

Security
We are committed to ensuring that your information is secure. In order to prevent unauthorised access or disclosure, we have put in place suitable physical, electronic and managerial procedures to safeguard and secure the information we collect online.
How we use cookies
A cookie is a small file which asks permission to be placed on your computer's hard drive. Once you agree, the file is added and the cookie helps analyse web traffic or lets you know when you visit a particular site. Cookies allow web applications to respond to you as an individual. The web application can tailor its operations to your needs, likes and dislikes by gathering and remembering information about your preferences.
We use traffic log cookies to identify which pages are being used. This helps us analyse data about web page traffic and improve our website in order to tailor it to customer needs. We only use this information for statistical analysis purposes and then the data is removed from the system.
Overall, cookies help us provide you with a better website, by enabling us to monitor which pages you find useful and which you do not. A cookie in no way gives us access to your computer or any information about you, other than the data you choose to share with us.
You can choose to accept or decline cookies. Most web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. This may prevent you from taking full advantage of the website.
Links to other websites
Our website may contain links to other websites of interest. However, once you have used these links to leave our site, you should note that we do not have any control over that other website. Therefore, we cannot be responsible for the protection and privacy of any information which you provide whilst visiting such sites and such sites are not governed by this privacy statement. You should exercise caution and look at the privacy statement applicable to the website in question.
Controlling your personal information
You may choose to restrict the collection or use of your personal information in the following ways:

  • whenever you are asked to fill in a form on the website, look for the box that you can click to indicate that you do not want the information to be used by anybody for direct marketing purposes
  • if you have previously agreed to us using your personal information for direct marketing purposes, you may change your mind at any time by writing to or emailing us at sales@combined-knowledge.com

We will not sell, distribute or lease your personal information to third parties unless we have your permission or are required by law to do so. We may use your personal information to send you promotional information about third parties which we think you may find interesting if you tell us that you wish this to happen.
You may request details of personal information which we hold about you under the Data Protection Act 1998. A small fee will be payable. If you would like a copy of the information held on you please write to Combined Knowledge, 2 The Terrace, Rugby Road, Lutterworth, Leicestershire, LE17 4BW
If you believe that any information we are holding on you is incorrect or incomplete, please write to or email us as soon as possible, at the above address. We will promptly correct any information found to be incorrect.