Terms and Conditions
1. Use of the Service
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By accessing and using the Services, you agree to comply with the terms of this Agreement, and all laws, rules and regulations applicable to your use of the Services.
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To access the Services, You must have a Fairware account associated with a valid email address and a valid form of payment.
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This Contract begins on the Service Start Date, the date upon which you have completed the online ordering process and we have accepted payment for the Service.
2. Commencement of this Contract
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The Service includes access to the software on our Platform based on the BYOL model. The Service does not include a software license to access software on our Platform, nor do we provide you with any computer device to access the service or the internet.
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It is your responsibility to obtain and keep in force any licence necessary for you to use the Service in any country in which it is provided.
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We will always try to make the Service available to you but sometimes they may be unavailable because of or be affected by: (a) things like natural disaster and faults in Platform; (b) degradation, the number of people using the Platform or maintenance requirements of the Platform.
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We will use reasonable efforts to provide uninterrupted Service but from time to time faults may occur, which Fairware will rectify as soon as reasonably practicable.
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The Service is dependent on the suitability of your computing device(s) and the Customer Network. It is expressly stated that the provision of any computing device or internet connectivity is not included as part of the Service.
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We reserve the right to manage your use of our Platform to protect it for the use of all our customers. We may therefore apply routing policy from time to time.
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Occasionally we may:
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For operational reasons, change the instances or the location of the instances used for the provision of the Service or the technical specification of the Service, provided that any change to the technical specification does not materially affect the performance of the Service;
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Temporarily suspend the Service because of an emergency or for operational maintenance or improvements. Service will be restored as soon as reasonably practicable.
Before doing any of these things, we will give you as much notice as reasonably possible.
We may change, discontinue, or add Agreement from time to time in accordance with Section 15.
3. Provision of the Service
4. Access Product
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One time purchase of an access plan gives customer access to the Service for a limited duration – 8 hours, 1 day or 5 days. Plan can be purchased via fairware.co Web Page or a Branded Landing Page.
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Our platform operates on Bring-Your-Own-License (BYOL). Under the BYOL model, our Platform enables you to access and use the software hosted on our Platform if you meet the following conditions:
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You must have a valid license for the software you wish to run. The terms of your existing license and service agreement(s) with software corporation continue to apply to your use of the software; and
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You must follow your software corporation’s policies for using software in the cloud computing environment.
Any failure to comply with any of the points will entitle us to suspend or terminate your account. We will also be entitled to terminate this Agreement.
5. Duration
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The Service start when you enter the correct password when logging in from Fairware’s or a Branded Landing Page.
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The Service will continue for the period of time notified to you during the online ordering process and will vary depending on what type of plan you have purchased from us.
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For our plans (as set out in condition 4.1):
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The duration used against a plan starts to count down in minutes, from activation.
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Activation occurs immediately when a customer activates it by logging in through a Branded Landing Page.
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Once activated, the minutes will continue to count down regardless if a user device is connected or not.
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The Service is made available provided that you also comply with the following conditions:
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The Service is not used for anything unlawful, immoral or improper;
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The Service is not used to send, receive, upload, download or otherwise facilitate any material which is offensive, indecent, defamatory, of a menacing nature, a nuisance, a breach of privacy, an infringement of copyright or any other intellectual property right or otherwise unlawful;
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The Service is not used to access or use content in a way that infringes the rights of others;
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You should also ensure adequate internal security policies are implemented to stop unlawful access to or use of the Service
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You give us information we reasonably ask for;
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You must not sell or attempt to sell or otherwise provide commercial services using our Platform to any third-party without our prior written consent;
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You, or anyone who uses your account, must not damage the Platform or put the Platform at risk, or abuse, or threaten our staff, and
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Any information you give to us, on which we may rely in making decisions concerning the provision of Services under this Agreement, must be true at the time you give it.
Any failure to comply with any of the points will entitle us to suspend or terminate your account. We will also be entitled to terminate this Agreement.
We may change, discontinue, or add Agreement from time to time in accordance with Section 15.
6. Use of the Service
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You are responsible for all activities that occur under your account, regardless of whether the activities are authorized by you or undertaken by you, your employees or a Third-Party (including your contractors, agents, or end users). We and our affiliates are not responsible for unauthorized access to your account.
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Your log-in credentials for the Services are for your own use only and you will not sell, transfer, or sublicense them to any other entity or person.
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You must have a valid license for the software you wish to run. The terms of your existing license and service agreement(s) with software corporation continue to apply to your use of the software
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You must follow your software corporation’s policies for using software in the cloud computing environment.
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You must ensure that any device:
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Connected to or used with the Service must be connected and used in accordance with any applicable instructions, safety, and security procedures; and
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attached (directly or indirectly) to the Service is compliant with any relevant legislation.
7. Your Responsibilities
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We may suspend your or any end user’s right to access or use any portion or all the Services immediately upon notice if we determine:
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You or an end user’s use of the Services (i) poses a security risk to the Services or any Third-Party, (ii) could adversely impact our Platform, the Services or the systems of any other Fairware customer, (iii) could subject us, our affiliates, or any Third-Party to liability, or (iv) could be fraudulent;
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You are, or any end user is, in breach of this Agreement;
If we suspend your right to access or use any portion or all of the Services, you will not be entitled to withdraw any remaining unused duration you have in your account.
8. Temporary Suspension
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The Services and all related technology and intellectual property rights are the exclusive property of Fairware or our licensors. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use the Services solely in accordance with this Agreement. Some third-party content may be provided to you under a separate license, or other open-source license. In the event of a conflict between this Agreement and any separate license, the separate license will prevail with respect to the third-party content that is the subject of such separate license.
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Neither you nor any end user will use the Services in any manner or for any purpose other than as expressly permitted by this Agreement. Neither you nor any end user will, or will attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any content included in the Services, (b) reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Services (except to the extent applicable law doesn’t allow this restriction), (c) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (d) resell or sublicense the Services.
9. Proprietary Rights
10. Indemnification
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You agree to defend, indemnify, and hold us, our affiliates and licensors, harmless from and against any losses arising out of or relating to any third-party claim concerning: (a) Your or any end users’ use of the Services (including any activities under Your Fairware account and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law by you or end users; or (c) a dispute between you and any end user. You will reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to any third-party subpoena or other compulsory legal order or process associated with Third-Party claims described in (a) through (c) above at our then-current hourly rates.
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The parties will keep in confidence any information (whether written or oral) of a confidential nature (including software and manuals) obtained under this Contract and will not, without the written consent of the other party, disclose that information to any person (other than, the employees of Fairware or their suppliers, who need to know the information).
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This section 11 will not apply to:
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any information which has been published other than through a breach of this Contract;
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information lawfully in the possession of the recipient before the disclosure under this Contract took place;
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information obtained from a third party who is free to disclose it; and
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information which a party is requested to disclose and, if it did not, could be required to do so by law.
This section 11 will remain in effect for 2 years after the termination of this Contract.
11. Confidentiality
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Unless otherwise stated, charging will begin on the Service Start Date. Charges for use of the Service will be calculated in accordance with the details recorded by, or on behalf of us.
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All charges will be invoiced and paid in pounds sterling in advance unless otherwise. Value Added Tax or any other applicable in country sales, use tax or like charge in a country where the Service is provided, which is payable by the Customer will be added to our invoices as appropriate.
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You are responsible for all Charges applied to Your account, except Charges applied after you called customer service to advise that there is unauthorized access to Your account.
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You must pay in advance via credit card or debit card the charges for the Service option selected online at the Fairware Web Page and this forms part of the Contract.
12. Charges and Payment
13. Disclaimers
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THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES OFFERINGS OR THE THIRD-PARTY CONTENT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICES OFFERINGS OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.
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REGRETABBLY, WE ARE UNABLE TO GUARANTEE THAT THE SERVICE WE PROVIDE WILL BE DEVOID OF FAULTS AT ALL TIMES.
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WE DO NOT GUARANTEE THAT THE SERVICE WILL BE COMPATIBLE WITH ALL HARDWARE AND SOFTWARE WHICH YOU USE.
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WE SHALL NOT BE LIABLE FOR SUSPENDING THE SERVICE IN ACCORDANCE WITH SECTION 3.4.
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NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, FAIRWARE, OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR (A) LOST PROFITS; (B) LOSS OF BUSINESS; (C) LOSS OF GOODWILL, OPPORTUNITY, OR REVENUE; (D) LOSS OF DATA;
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NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES OFFERINGS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICES OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICES LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA.
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IN ANY CASE, FAIRWARE AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT ACTUALLY RECEIVED BY FAIRWARE FOR THE SERVICES THAT GAVE RISE TOO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE.
14. Limitations of Liability
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We may modify this Agreement at any time by posting a revised version on the Fairware Web Page or by otherwise notifying you by sending a message to the email address associated with your account.
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The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Services after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the Fairware Web Page regularly for modifications to this Agreement
15. Modifications to this Agreement
16. Miscellaneous
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You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 16.1 will be void. We may assign this Agreement without your consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Fairware as a party to this Agreement and Fairware is fully released from all of its obligations and duties to perform under this Agreement.
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This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement.
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We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labour disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
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Without regard to or application of choice of laws, rules or principles, any dispute arising out of or relating to this Agreement or the breach thereof shall be governed by the federal laws of the United Kingdom for all claims arising in. Both parties hereby consent to the exclusive jurisdiction of the state and federal courts in London, England for all claims arising in; provided however that Fairware may seek injunctive relief in any court of competent jurisdiction in order to protect its intellectual property. Both parties expressly waive any objections or defence based upon lack of personal jurisdiction or venue.
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We and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.
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This agreement operates as distinct and independent provisions. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect.
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We may provide any notice to you under this Agreement by: (a) posting a notice on the Fairware Web Page or (b) sending a message to the email address then associated with your account. Notices we provide by posting on the Fairware Web Page will be effective upon posting and notices We provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, regardless whether you actually receive the email or not.
17. Definitions
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“we”, “us”, “our” means Fairware and “you” or “your” means the Customer. The “parties” means both Fairware and the Customer.
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“Account Information” means information about you that you provide to us in connection with the creation or administration of Your Fairware account. For example, Account Information includes names, usernames, email addresses and billing information associated with Your Fairware account.
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“Agreement” means the terms and conditions between you and Fairware for the use of the Service, a copy which will be available on the Fairware Web Page.
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“Branded Landing Page” means the captive portal or web page displayed to you as you connect to the Service.
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“BYOL”, “Bring-Your-Own-License” means software hosted on Our Platform which you have a valid license that you wish to use. The terms of your existing license and agreement(s) with the software provider(s) continue to apply to your use of these software and are beyond the control of Fairware.
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“Charges” means charges incorporated into these terms that sets out any terms applicable to the charges that shall be paid by the Customer.
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“Conditions” means the terms of this Contract contained within clauses 1 to 16.
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“Contract” means, in order of precedence, these Conditions, the Charges, the Order Form and/ or any terms which are notified to you via the online ordering process on the Fairware Web Page.
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“Customer”, “End User”, “User” means the person using the Service. We may accept instructions from another person whom we reasonably believe is acting with your authority or knowledge.
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“Customer Network” means your communications network including your corporate LAN and any private intranet services which you connect to and are beyond the control of Fairware.
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“Fairware” means Fairware Limited of 71-75 Shelton Street, London WC2H 9JQ under company no. 12792045.
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“Fairware Web Page” means www.fairware.co or such other URL as Fairware may from time to time advise.
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“Internet” means the global data network comprising interconnected networks using the TCP/IP protocol suite.
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“IP” means Internet Protocol.
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“LAN” means Local Area Network.
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“Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).
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“Order Form” means the online ordering process completed by you for the provision of Service.
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“Platform” means the infrastructure which is used to provide the Service.
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“Service” means the service described in Section 3 of these Terms and Conditions.
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“Service Start Date” means the date when the Service is first made available to you or the date when you first start to use the Service, whichever earlier.
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“Software” means Software made available to you on our Platform in conjunction with the Service.
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“Third-Party” means Services made available to you by any third party on the Fairware Web Page or in conjunction with the Services.
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“URL” means a uniform resource locator.