You acknowledge and agree that, by using the Software, You agree to be bound by these terms.
This document sets out the Terms and Conditions on which the software is provided to you.
1.1 “Device Requirements” means the minimum specifications required for Your mobile device, desktop or tablet to use all features of the Software, as specified by Us on Our Website; “Login Details” means usernames and passwords provided by Us to You to enable You to access the Software;
1.2 “We”, "Our", "Us: means Staffology Limited, the legal entity of which Staffology is a trading name;
1.3 “Software” means the Staffology web application and associated API at staffology.co.uk
2.1 The Software is owned and managed by Staffology Limited trading as Staffology.
2.2 Staffology Limited can be contacted by writing to Staffology Limited, Amelia House, Crescent Rd, Worthing BN11 1QR or by using the contact page on the Website.
3.1 By using the Software you warrant that:
3.1.1 You are 18 years old or above.
3.2 In order to access the Software, You shall be required to register with Us. By registering with Us, You consent to Us conducting verification and security procedures in respect of the information provided by You during the registration process.
3.3 You hereby warrant that the information provided by You to Us is true, accurate and correct. You further warrant that You shall promptly notify Us in the event of any changes to such information provided.
3.4 You shall keep Login Details confidential and secure. Without prejudice to Our rights and remedies, We reserve the right to promptly disable Login Details and suspend access to the Software in the event We have any reason to believe that You have breached any of the provisions set out herein.
3.5 For the avoidance of doubt, You shall have no access to the Software if You choose not to register.
4 Use of the Software
4.1 Except as expressly permitted in these Terms, You shall not, and shall not permit others to (i) modify, translate, create derivative copies of or copy the Software, in whole or in part; (ii) reverse engineer, decompile, disassemble or otherwise reduce the object code of the Software to source code form; (iii) distribute, sublicence, assign, share, timeshare, sell, rent, lease, grant a security interest in, use for service bureau purposes, or otherwise transfer the Software or Your right to use the Software; (iv) remove or modify any copyright, trademark, or other proprietary notices belonging to Us or our licensors contained within the Software; or (v) use the Software in any manner not expressly authorised by these Terms.
4.2 We will use our reasonable endeavours to make the Software available to You at all times, but We cannot guarantee an uninterrupted or fault free service.
4.3 We reserve the right to make changes to the Software or part thereof from time to time including without limitation, the removal, modification and/or variation of any elements, features and functionalities of the Software.
4.4 You acknowledge You will not be able to access and use certain functionalities of the Software unless You have internet access through a GPRS, 3G, 4G or Wi-Fi connected device. All traffic charges or access charges incurred due to the use of the Software are subject to Your agreed terms with your mobile network provider or internet service provider.
4.5 Without prejudice to our other rights and remedies, We reserve the right to temporarily or permanently suspend or disable your access to the Software at any time without notice to You in the event you breach any of the provisions herein.
4.6 In the event that We, in Our sole discretion, considers that you are making any illegal, noncompliant and/or unauthorised use of the Software, and/or your use of the Software is in breach of these Terms, We reserve the right to take any action that it deems necessary, including terminating without notice Your use of the Software and, in the case of illegal use, instigating legal proceedings.
4.7 We reserve the right to make any changes to the Software or to discontinue any aspect or feature of the Software without notice to You.
5 Your obligations
5.1 You shall, at all times:
5.1.1 comply with all Applicable laws, compliance regulations, directives and legislations in Your use of the Software;
5.1.2 comply with any guidelines provided or reasonable instructions issued by Us from time to time in respect of Your Use of the Software;
5.1.3 comply with any third party terms and conditions of business in the event you opt to use any Content available through the Software;
5.1.4 not do anything likely to impair, interfere with or damage or cause harm or distress to any persons using the Software;
5.1.5 not use the Software and/or any knowledge, information, know-how and/or expertise derived from the Content to commit any criminal act;
5.1.6 not use the Software and/or not do anything that shall or be reasonably deemed to infringe any Intellectual Property Rights or other rights of any third parties;
5.1.7 use the Software and any Content at Your own risk and be solely responsible for any illegal conduct, infringement of any third party Intellectual Property Rights and/or any breaches thereof or in any applicable laws and legislations;
5.1.8 notify Us immediately of any circumstances where any Intellectual Property Rights or any other rights of any third party may have been infringed; and
6 Term and Termination
6.1 These Terms will remain in full force and effect while You use the Software.
6.2 We may, at any time and for any reason, terminate these Terms with you and deny you access to the Software.
6.3 In the event of termination of these Terms for any reason, you must not attempt to use the Software and the rights and licences granted to You under this Agreement shall terminate.
6.4 Sections 5 to 10 inclusive shall survive termination of these Terms for any reason, and shall be valid and enforceable against you.
7 Intellectual Property
7.1 Other than in relation to links to third party websites, We own or have a licence to use all right, title and interest in and to the Software, including without limitation all copyright and any other intellectual property rights therein. Some of the Content is produced in whole or in part under licence from, and based in whole or in part from, copyright material of the listed merchant. These Terms shall not be construed to convey title to or ownership of the Software or the Content contained therein to any User. All rights in and to the Software not expressly granted to Users are reserved by Us.
7.2 You are granted a non-transferable, non-exclusive, royalty-free, revocable licence to view the Content for Your personal use only.
7.3 You are expressly prohibited from removing, modifying, altering or using any registered or unregistered marks/logos owned by Us, and doing anything which may be seen to take unfair advantage of Our reputation and goodwill or could be considered an infringement of any of the intellectual property rights owned and/or licensed to Us, without first obtaining Our written permission.
8 Warranties and Liabilities
8.1 We provide Users with access to the Software free of charge and, to the maximum extent permitted by law, We shall not be liable for any loss or damage of whatever kind caused in whole or in part by use of the Software or the Content, or by any failure, delay, interruption or otherwise of the provision of the Software or the Content, or by Our failure to perform any of Our obligations under these Terms.
8.2 In no event shall We be liable to You for any special, indirect, incidental or consequential damages, including loss of profits and goodwill, business or business benefit.
8.3 The Content provided on the Software by Us is intended as information only and does not constitute advice. Therefore, it must not be relied on to assist in making or refraining from making a decision, or to assist in deciding on a course of action.
8.4 Where the Software includes views, opinions, advice and recommendations, these views, opinions, advice and recommendations are not endorsed by Us and, to the maximum extent permitted by law, We shall not be liable on account of the accuracy, defamatory nature, completeness, timeliness or otherwise of such views, opinions, advice and recommendations.
8.5 The Content is provided “as is”, without any conditions, warranties or other terms of any kind.
8.6 To the maximum extent permitted by law, We expressly exclude all representations, warranties, obligations and liabilities in connection with the Software, and the information provided therein.
8.7 Links to third party websites and companies may appear on the Software. We accept no responsibility for the availability, suitability, reliability or content of such third party websites and does not necessarily endorse the views expressed within them.
9.1 We are committed to protecting (i) the privacy of Users; and (ii) the confidentiality of the information provided to it by Users using the Software.
9.3 Any personal information you give to us will be processed in accordance with the Data Protection Act 1998.
10.1 You may print and keep a copy of these Terms, which form the entire agreement between You and Us and supersede any other communications or advertising with respect to the Software.
10.2 These Terms may only be modified with Our prior written consent. We may alter or amend these Terms at any time, with immediate effect and without notice. By continuing to use the Software after such alteration, you will be deemed to have accepted any amendment to these Terms.
10.3 These Terms and their performance shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.
10.4 You shall comply with all foreign and local laws and regulations which apply to your use of the Software in whatever country you are physically located, including without limitation, consumer law, export control laws and regulations.
10.5 You agree that because of the unique nature of the Software and Our proprietary rights therein, a demonstrated breach of these Terms by you would irreparably harm Us and monetary damages would be inadequate compensation. Therefore, you agree that We shall be entitled to preliminary and permanent injunctive relief, as determined by any court of competent jurisdiction to enforce the provisions of these Terms.
10.6 If any provision of these Terms is declared void, illegal, or unenforceable, the remainder of these Terms will be valid and enforceable to the extent permitted by applicable law. In such event, the parties agree to use their best efforts to replace the invalid or unenforceable provision by a provision that, to the extent permitted by the applicable law, achieves the purposes intended under the invalid or unenforceable provision.
10.7 Any failure by any party to these Terms to enforce at any time any term or condition under these Terms will not be considered a waiver of that party’s right thereafter to enforce each and every term and condition of these Terms.
10.8 Neither party will be responsible for delays resulting from circumstances beyond the reasonable control of such party, provided that the nonperforming party uses reasonable efforts to avoid or remove such causes of non-performance and continues performance hereunder with reasonable dispatch whenever such causes are removed.
10.9 Nothing in these Terms shall give, directly or indirectly, any third party any enforceable benefit or any right of action against Us and such third parties shall not be entitled to enforce any term of these Terms against Us.
10.10 If you feel that any materials appearing on the Software are offensive, objectionable or potentially defamatory please contact Us by emailing us at email@example.com providing full details of the nature of your complaint and the materials to which the complaint relates.
11 Payments, Cancellation and Cooling Off
11.1 Staffology may change the price for the service from time to time, and will communicate any price changes to you. By continuing to use the Service after the price change takes effect, you accept the new price.