PLEASE READ CAREFULLY BEFORE ACCESSING ANY SOFTWARE FROM THIS WEBSITE:
We, Rubicon Bridge Limited, incorporated and registered in England and Wales with company number 11227042, whose registered office is at C4di@The Dock, 31-38 Queen Street, Hull HU1 1UU (the “Supplier”) are the entire legal and beneficial owner and licensor of the “Check a formulation” computer software (the “Software”).
We are willing to license you (the “Customer”) to use the Software on the basis of these terms and conditions (the “Terms and Conditions”). We do not sell the Software to you. We remain the owners of the Software at all times.
OPERATING SYSTEM REQUIREMENTS: THIS SOFTWARE REQUIRES GOOGLE CHROME, FIREFOX, SAFARI OR EDGE ON MAC OS AND/OR WINDOWS
Agreed terms
Interpretation
The definitions and rules of interpretation in this clause apply in these Terms and Conditions.
Business Day a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Fee the agreed licence fee payable by the Customer to the Supplier under clause 3.
Heightened Cybersecurity Requirements 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 either the Customer or its end users relating to security of network and information systems and security breach and incident reporting requirements, which may include the Network and Information Systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.
Intellectual Property Rights patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and rights in domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
Term sixty (60) days commencing on the date of acceptance of these Terms and Conditions.
Holding company and subsidiary mean a "holding company" and "subsidiary" as defined in section 1159 of the Companies Act 2006.
Licence
In consideration of the Fee paid by the Customer to the Supplier, receipt of which the Supplier hereby acknowledges, the Supplier grants to the Customer a non-exclusive licence for the Term to use the Software.
In relation to scope of use:
for the purposes of clause 2.1, use of the Software shall be restricted to use of the Software in object code form for the purpose of processing the Customer's data for the normal business purposes of the Customer (which shall not include allowing the use of the Software by, or for the benefit of, any person other than an employee of the Customer);
the Customer may not use the Software other than as specified in clause 2.1 and clause 2.2.1;
except as expressly stated in this clause 2, the Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, de-compilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the Customer, unless the Supplier is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Customer shall request the Supplier to carry out such action or to provide such information (and shall meet the Supplier's reasonable costs in providing that information) before undertaking any such reduction.
The Customer may not use any such information provided by the Supplier or obtained by the Customer during any such reduction permitted under clause 2.2.3 to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it.
The Customer shall not:
sub-license, assign or novate the benefit or burden of these Terms and Conditions in whole or in part;
allow the Software to become the subject of any charge, lien or encumbrance; and
deal in any other manner with any or all of its rights and obligations under these Terms and Conditions,
The Supplier may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under these Terms and Conditions, provided it gives written notice to the Customer.
Each party confirms it is acting on its own behalf and not for the benefit of any other person.
Notwithstanding clause 4, a party assigning any or all of its rights under these Terms and Conditions may disclose to a proposed assignee any information in its possession that relates to these Terms and Conditions or its subject matter, which is reasonably necessary to disclose for the purposes of the proposed assignment, provided that no disclosure pursuant to this clause 2.7 shall be made until notice of the identity of the proposed assignee has been given to the other party.
The Customer shall:
ensure that the number of persons using the Software does not exceed one (1);
keep a complete and accurate record of the Customer's copying and disclosure of the Software and its users, and produce such record to the Supplier on request from time to time;
notify the Supplier as soon as it becomes aware of any unauthorized use of the Software by any person; and
pay, for broadening the scope of the licences granted under these Terms and Conditions to cover the unauthorized use, an amount equal to the fees which the Supplier would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced.
Fees
The Customer shall pay to the Supplier the agreed licence fees as directed by the Software.
All payments made by the Customer under these Terms and Conditions are exclusive of VAT or any relevant local sales taxes, for which the Customer shall be responsible. The Supplier shall provide the Customer with a valid VAT invoice.
Confidentiality and publicity
Each party undertakes that it shall not at any time during the Term, and for a period of two years after termination or expiry of these Terms and Conditions, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 4.2.
Each party may disclose the other party's confidential information:
to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with these Terms and Conditions. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 4; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms and Conditions.
Export
Neither party shall export, directly or indirectly, any technical data acquired from the other party under these Terms and Conditions (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations (“Export Control Laws”), including United States export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.
Each party undertakes:
contractually to oblige any third party to whom it discloses or transfers any such data or products to make an undertaking to it in similar terms to the one set out above; and
if requested, to provide the other party with any reasonable assistance, at the reasonable cost of the other party, to enable it to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any Export Control Laws.
Supplier's warranties
The Supplier warrants that the Software will conform in all material respects to the description of the Software (Available here) for a period of sixty (60) days from the date of these Terms and Conditions (“Warranty Period”). If, within the Warranty Period, the Customer notifies the Supplier in writing of any defect or fault in the Software in consequence of which it fails to conform in all material respects to the description of the Software (Available here), and such defect or fault does not result from the Customer, or anyone acting with the authority of the Customer, having amended the Software or used it outside the terms of these Terms and Conditions for a purpose or in a context other than the purpose or context for which it was designed or in combination with any other software not provided by the Supplier, or it has not been loaded onto Supplier-specified or suitably configured equipment, the Supplier shall, at the Supplier's option, do one of the following:
repair the Software;
replace the Software; or
terminate these Terms and Conditions immediately by notice in writing to the Customer and refund any of the Fee paid by the Customer in respect of such defect as at the date of termination (less a reasonable sum in respect of the Customer's use of the Software to the date of termination) on return of the Software and all copies thereof,
The Supplier does not warrant that the use of the Software will be uninterrupted or error-free (including, for the avoidance of doubt, any error in the output of the Software) or that it will meet any Heightened Cybersecurity Requirements.
The Customer accepts responsibility for the selection of the Software to achieve its intended results and acknowledges that the Software has not been developed to meet the individual requirements of the Customer.
All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into these Terms and Conditions or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
Limits of liability
Except as expressly stated in clause 7.2:
the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
special damage even if the Supplier was aware of the circumstances in which such special damage could arise;
loss of profits;
loss of anticipated savings;
loss of business opportunity;
loss of goodwill;
loss or corruption of data; and
wasted expenditure;
the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with these Terms and Conditions or any collateral contract, shall in no circumstances exceed a sum equal to the Fee; and
the Customer agrees that, in entering into these Terms and Conditions, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in these Terms and Conditions or (if it did rely on any representations, whether written or oral, not expressly set out in these Terms and Conditions) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of these Terms and Conditions.
The exclusions in clause 6.4 and clause 7.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:
death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
fraud or fraudulent misrepresentation;
breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
any other liability which may not be excluded by law.
All dates supplied by the Supplier for the delivery of the Software shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
Intellectual property rights
The Customer acknowledges that all Intellectual Property Rights in the Software belong and shall belong to the Supplier, and the Customer shall have no rights in or to the Software other than the right to use it in accordance with the terms of these Terms and Conditions.
The Supplier undertakes at its own expense to defend the Customer or, at its option, settle any claim or action brought against the Customer alleging that the possession or use of the Software (or any part thereof) in accordance with the terms of these Terms and Conditions infringes the UK Intellectual Property Rights of a third party (“Claim”) and shall be responsible for any reasonable losses, damages, costs (including legal fees) and expenses incurred by or awarded against the Customer as a result of or in connection with any such Claim. For the avoidance of doubt, clause 8.2 shall not apply where the Claim in question is attributable to possession or use of the Software (or any part thereof) by the Customer other than in accordance with the terms of these Terms and Conditions, use of the Software in combination with any hardware or software not supplied or specified by the Supplier if the infringement would have been avoided by the use of the Software not so combined, or use of a non-current release of the Software.
If any third party makes a Claim, or notifies an intention to make a Claim against the Customer, the Supplier's obligations under clause 8.2 are conditional on the Customer:
as soon as reasonably practicable, giving written notice of the Claim to the Supplier, specifying the nature of the Claim in reasonable detail;
not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Supplier (such consent not to be unreasonably conditioned, withheld or delayed);
subject to the Supplier providing security to the Customer to the Customer's reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, taking such action as the Supplier may reasonably request to avoid, dispute, compromise or defend the Claim.
If any Claim is made, or in the Supplier's reasonable opinion is likely to be made, against the Customer, the Supplier may at its sole option and expense:
procure for the Customer the right to continue to use the Software (or any part thereof) in accordance with the terms of these Terms and Conditions;
modify the Software so that it ceases to be infringing;
replace the Software with non-infringing software; or
terminate these Terms and Conditions immediately by notice in writing to the Customer and refund any of the Fee paid by the Customer as at the date of termination (less a reasonable sum in respect of the Customer's use of the Software to the date of termination) on return of the Software and all copies thereof,
This clause 8 constitutes the Customer's exclusive remedy and the Supplier's only liability in respect of Claims and, for the avoidance of doubt, is subject to clause 7.1.
Data protection
Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Software and for what purposes and those individuals' rights in relation to their personal data and how to exercise them. This information is provided in privacy notice (Available here) and it is important that you read that information.
Termination
Without affecting any other right or remedy available to it, either party may terminate these Terms and Conditions with immediate effect by giving written notice to the other party if:
the other party fails to pay any amount due under these Terms and Conditions on the due date for payment; or
the other party commits a material breach of any other term of these Terms and Conditions and (if such breach is remediable) fails to remedy that breach within a period of five (5) days after being notified in writing to do so.
Any provision of these Terms and Conditions that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these Terms and Conditions shall remain in full force and effect.
Termination or expiry of these Terms and Conditions shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Terms and Conditions which existed at or before the date of termination or expiry.
On termination for any reason:
all rights granted to the Customer under these Terms and Conditions shall cease;
the Customer shall cease all activities authorised by these Terms and Conditions;
the Customer shall immediately pay to the Supplier any sums due to the Supplier under these Terms and Conditions; and
the Customer shall immediately destroy or return to the Supplier (at the Supplier's option) all copies of the Software then in its possession, custody or control and, in the case of destruction, certify to the Supplier that it has done so.
Any provision of these Terms and Conditions which expressly or by implication is intended to come into or continue in force on or after termination of these Terms and Conditions shall remain in full force and effect.
Waiver
A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
Remedies
Except as expressly provided in these Terms and Conditions, the rights and remedies provided under these Terms and Conditions are in addition to, and not exclusive of, any rights or remedies provided by law.
Entire agreement
These Terms and Conditions and the documents otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all previous and contemporaneous agreements, arrangements and understandings between them, whether written or oral, relating to that subject matter.
Each party acknowledges that, in entering into these Terms and Conditions, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to these Terms and Conditions or not) (“Representation”) other than as expressly set out in these Terms and Conditions.
Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as expressly provided in these Terms and Conditions.
Nothing in this clause shall limit or exclude any liability for fraud.
Variation
The Supplier may update these Terms and Conditions at any time on notice to the Customer in accordance with this clause 14. Your continued use of the Software following the deemed receipt and service of the notice under clause 19 shall constitute your acceptance to the Terms and Conditions, as varied. If you do not wish to accept the Terms and Conditions (as varied) you must immediately stop using and accessing the Software on the deemed receipt and service of the notice.
Severance
If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms and Conditions.
If any provision or part-provision of these Terms and Conditions is deemed deleted under clause 15.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Third-party rights
A person who is not a party to these Terms and Conditions shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms and Conditions, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under these Terms and Conditions are not subject to the consent of any person that is not a party to these Terms and Conditions.
No partnership or agency
Nothing in these Terms and Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
Each party confirms it is acting on its own behalf and not for the benefit of any other person.
Force majeure
Neither party shall be in breach of these Terms and Conditions or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly.
Notices
Any notice given to a party under or in connection with these Terms and Conditions shall be in writing and shall be:
delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office; or
sent by email to the following addresses (or an address substituted in writing by the party to be served):
the Supplier: info@rubicon-bridge.com; and
the Customer’s email address provided in accordance with your registration.
Any notice shall be deemed to have been received:
if delivered by hand, at the time the notice is left at the proper address; and
if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second Business Day after posting.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, "writing" shall not include e-mail.
Governing law and jurisdiction
These Terms and Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms and Conditions or its subject matter or formation (including non-contractual disputes or claims).
These Terms and Conditions have been entered into on the date they are accepted by the Customer, as evidenced by their acceptance on a click-through basis prior to accessing the Software.