Terms and Conditions - Once Connected

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Once Terms and Conditions

1. INTRODUCTION
1.1. These terms (the User Terms) form a binding legal agreement between you and Once Connected Ltd, company registration number 9973336 (we, us, our) and relate to how you may use the Once Connected software and network services (Once) comprising the apps: Once Setup, Once Mobile, Once Time and Once Track, our website at www.onceconnected.co.uk (the Site) and any other related software and services provided by us to you. By accepting these User Terms you agree to be bound by their effect. If you are using Once during the course of your employment, you are nevertheless bound as an individual by these User Terms.

2. ACCEPTING THE USER TERMS
In order to use Once, you must first agree to these User Terms. Please review these User Terms as well as our Privacy Policy, Cookie Policy and any other information notified to you by us carefully before using Once. If you do not agree to these terms or are under the age of 16, you must not use Once. Our Privacy Policy and Cookie Policy can be found on the Website.
2.1. You can accept the User Terms by:
2.1.1. clicking to accept or agree to the User Terms, where this option is made available to you by us in the user interface provided to you; or
2.1.2. by actually using Once. In this case, you understand and agree that we will treat your use of Once as acceptance of the User Terms from that point onwards.

3. USE OF ONCE BY YOU
3.1. In consideration of the fulfilment by you of the obligations imposed on you by these User Terms we grant you a non-exclusive, non-assignable, non-transferable non-sub licensable licence for the duration of the agreement created by these User Terms to use Once solely and strictly for your own use or within the business that you are representing.
3.2. You agree not to access or copy (or attempt to access or copy) any part of Once by any means other than through the interface that is provided by us. You specifically agree not to access (or attempt to access) any part of Once through any automated means, including use of debugging tools, scripts, robots, spiders, scrapers or web crawlers.
3.3. You agree that you will not (a) take any action that imposes, or may impose (in each case in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (b) copy, duplicate, reproduce, rent, lease, loan, sell, trade, resell, modify, create derivative works, distribute or publicly display any part or component of Once without prior written consent from us and any third party determined by us as appropriate; (c) interfere or attempt to interfere with the proper working of Once or any activities conducted via Once; (d) bypass any measures we may use to prevent or restrict access to Once; and (e) attempt to reverse engineer, decompile or otherwise seek to obtain access to the source code in Once.
3.4. You agree that you will not engage in any activity that interferes with or disrupts Once, or the servers and networks which are connected to Once.

4. PAYMENT
4.1. Subscription
4.1.1. Once allows users to exchange data between Once apps via our cloud-based services and to send data to external systems via email, SMS, FTP or other communication protocols. A Subscription specifies the maximum number of Once Users that can be used by your account where each Once user has a unique user identified (ID) for your account. The full functionality of Once Apps can require one of your Once User IDs to be assigned to each running Once app.
Payment is made through our subscription based model which allows users access to Once’s functionality.
4.1.2. Once Setup allows you to create customised price lists and product data for use by Once Apps. You agree to use Once Setup solely for the purposes of creating data for Once Mobile and not for any commercial use.
4.1.6. Subscription costs are deducted from the credit/debit card or direct debit associated with your account. After expiry of any free trial period the first payment will be taken on the day of upgrade to any of our subscription plans and monthly thereafter.
4.1.10. In order to exchange data between Once Apps and to access the full functionality of Once you must have a valid credit/debit card or direct debit associated with your account. All payments are deducted from this card/account.
4.1.12. You acknowledge and agree that we may monitor your use of Once. Where, in our sole opinion, we suspect misuse of Once has occurred, we reserve the right to suspend or terminate your account (and the provisions of clause 4.4.1 shall apply). To be clear, this will include any attempt to circumvent our billing process. A typical indication of such an attempt is where more instances of Once Apps are being used under your account than the maximum number of Once user subscriptions you have purchased.
4.2.1. Costs associated with Once application deployment are the responsibility of the user. This includes any internet data costs.
4.2.2. Once will store user’s data on 3rd party cloud servers while they have a valid paid-up subscription.
4.4. Payment
4.4.1. In the event that you fail to make any payment when due, we may in our sole discretion suspend your use of Once until paid for in full. In the event that no payment is made within 14 days of the due date, we may in our sole discretion terminate your use of Once. In either event Once functionality will be unavailable to you: in the event that you require access to the data you have uploaded, you must contact us.
4.4.2. Monies that remain outstanding by the due date will incur a late payment interest rate of 2% above the prevailing Bank of England’s base rate on the outstanding balance until such times as the payment is made in full.
4.4.3. We reserve the right to seek recovery of any monies remaining unpaid sixty days from the date of invoice via collection agencies and/or through small claims court. In such cases you will be liable for any and all additional administrative and/or court costs.
4.4. You will be notified with at least 60 days notice of a proposed price increase.
4.5. Fair Use
4.5.1. We have a ‘Fair Use Policy’. If this is exceeded, we will seek reimbursement from you or (at our sole discretion) terminate access to Once in the case of frequent abuse. Unfair use includes excessive exchange of data between Once Apps or with our services or excessive data storage in our cloud storage. Fair usage of Once means not creating or sending orders quotes or appointments above what would be normal for each Once user in your account and typically less than 20 per day.

5. USER CONTENT
5.1. User Content includes all data entered by you into the Once Apps. This includes product and price data, your customer data and any other data you enter using the Once Apps (also including data entered by us on your behalf such as product data). You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any content that you create, upload, transmit or display while using Once and for the consequences of your actions (including any loss or damage which we or any third party may suffer) by doing so.
5.2. By submitting, posting or displaying User Content you give us a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to use any User Content for the purposes of the proper provision of Once. For the avoidance of doubt, you and/your licensors retain ownership of all intellectual property rights in any User Content.
5.3. By uploading any User Content to Once you warrant and represent that:
5.3.1. you have all the rights, power and authority necessary to grant the license at clause 5.2;
5.3.2. you have the lawful right to upload, reproduce and distribute such User Content:
5.3.3. any User Content you upload, post or otherwise transmit or display while using Once will not:
5.3.3.1. be misleading, harmful, threatening, abusive, harassing, defamatory, offensive, violent, obscene, pornographic, vulgar, libellous, racially, ethnically, religiously or otherwise objectionable;
5.3.3.2. constitute unauthorised disclosure of personal or confidential information;
5.3.3.3. violate the rights of any party (including but not limited to any patent, trade mark, trade secret, publicity right, privacy right, copyright or other intellectual property) or otherwise create liability or violate any local, state, national or international law;
5.3.3.4. contain viruses, trojan horses, worms, corrupted files or code, files and programs designed to impede or destroy the functionality of any computer software or hardware; spyware and malware designed for phishing and with a view to compromise the data security and integrity, and obtain sensitive personal or financial information; or
5.3.3.5. constitute or encourage a criminal offence.
5.4. You shall indemnify us, without limitation and upon demand, against any cost, damages or expenses (including reasonable legal expenses) that may be incurred by us either (a) as a result of any breach by you of the warranties detailed in clause 5.3, and/or (b) in respect of any claim or action against us or any 3rd party that the use of any User Content infringes intellectual property rights or is otherwise unlawful or objectionable.
5.5. You acknowledge as reasonable and agree that we may, on occasion, use User Data for analytical purposes or in order to improve Once. Please see our privacy policy [available on our website]. Our use of such User Data will not involve the provision of any confidential or personal data to any third party.

6. CUSTOMER SERVICE SUPPORT
6.1. Once Connected offers free support to all users who are either trialling Once or are an existing paying customer. Support is only provided via email to support@onceconnected.co.uk, using the contact form on the Once Connected web site or by raising a ticket on the Once Connected support portal. Support hours are 9am – 5pm Monday – Friday excluding all UK public holidays (UK only). Telephone support availability is at our discretion and normally only available 9am – 5pm Monday – Friday.
6.2. In the scenario where we are unable to replicate an incident and there has been no reoccurrence of the incident for a period of one month from the reported occurrence, the incident will be closed we will take no further action.

7. AVAILABILITY
7.1. Once Connected is currently only available in English.
7.2. We do not warrant or represent that the operation of Once will be uninterrupted, timely or error free.

8. PASSWORDS AND SECURITY
8.1. You must keep your subscription account password confidential and must not disclose it or share it with anyone.
8.2. You will be responsible for all activities and orders that occur or are submitted under your account.
8.3. If you know or suspect that someone else knows your password you agree to notify us immediately by contacting Once support.
8.4. If we have reason to believe that there is likely to be a breach of security or misuse of Once, we may require you to change your password or we may suspend your account. Further, you are responsible for anything that happens through your account until you close down your account or prove that your account security was compromised due to no fault of your own.

9. INTELLECTUAL PROPERTY
9.1. All intellectual property rights subsisting in or used in connection with Once (including but not limited to any data other than User Data, the source code of any software in Once, and any intellectual property rights created as part of the customisation and/or configuration of Once) are and shall remain the sole property of us and our licensors. All present and future rights in and title to Once, including the right to grant access to it over any present or future technology, are solely and exclusively reserved to us.
9.2. You must not in any circumstances use, nor allow any third party to use, any automated software, process, programme, robot, web crawler, spider, data mining, trawling, traffic analyer or other “screen scraping” software (regardless of whether or not the resulting information would then be used for your internal purposes) and you must not disclose your password to any third party for the purposes of using any such technology.
9.3. Once and Once Connected are trademark of us in the United Kingdom. Unless you have agreed otherwise in writing with us, nothing in the User Terms gives you a right to use any of our or our licensors’ trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within Once.
9.4. Once may include components licensed to us by third parties (any such, a Third Party). To the extent that the terms of any such license impose any obligation on you which is in addition to any obligation imposed on you by these User Terms (Third Party Obligation) you undertake fully to comply with and fulfil all requirements of any such Third Party Obligation.

10. TERMINATION
10.1. We may at any time, terminate our legal agreement with you and the supply to you of Once if:
10.1.1. you have materially breached any provision of the User Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the User Terms) and, where such breach is capable of remedy, we determine that you have not so remedied within fourteen days of notification; or
10.1.2. we are required to do so by law (for example, where the provision of Once to you is, or becomes, unlawful); or
10.1.3. if either party becomes insolvent; or enters into any kind of composition, scheme of arrangement, compromise or arrangement involving that party and its respective creditors generally (or any class of them) save for the purposes of a bona fide company reorganisation; or is unable to pay its debts; or is the subject of an order for the seizure of the assets or a substantial part thereof of that party made by any court having jurisdiction.
10.2. When these User Terms come to an end:
10.2.1. the licence granted at clause 3.1 of these User Terms terminates;
10.2.2. all of the legal rights, obligations and liabilities that you and we have benefited from, been subject to (or which have accrued over time whilst the User Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of Clauses 5, 9, 10, 11, 13, 15 and 16.2.7 shall survive termination of these User Terms; and
10.2.3. you will lose access to Once and cloud stored data. After 60 days, Once Connected will delete all cloud data.
10.3. We reserve the exclusive right and prerogative to retain, maintain, archive, protect, use, or store any and all data or information, without regard as to time or duration, as it may deem reasonable or necessary in the pursuit of our business or interests, or in protecting such business or interests, notwithstanding the termination or cessation of your relationship with us.
10.4. Termination of this agreement may be made after receiving 30 days’ notice by writing or via our online subscription mangement. For avoidance of doubt, only we or the party paying for Once may terminate your access to Once. Termination of your Once account includes disabling your access to Once and may also bar you from any future use of Once.
10.5. No refunds shall be offered, where a service is deemed to have begun and is, for all intents and purposes, underway. Any monies that have been paid to us which constitute payment in respect of the provision of unused services shall be refunded.

11. PRIVACY
11.1. Your use of Once, including any registration process, may involve your disclosure to us of personal data (which term shall include sensitive personal data) relating to data subjects (personal data, sensitive personal data and data subjects each as defined by the Data Protection Act 1988). In the event that you do so disclose such personal data you:
11.2. warrant and represent to us that you have secured all consents and permissions, and have taken all actions necessary, as may be required by applicable law for the purposes of disclosure to us and subsequent use by us of any such data relating to third parties in the provision of Once in accordance with our privacy policy available on the Site; and
11.3. in relation to any personal data relating to you, you consent to the use of such personal data in accordance with our privacy policy available on the Site.

12. DISPUTES
12.1. Any dispute over the quality of service as provided by us will follow a set process:
12.2. The dispute needs to be raised in writing or email (support@onceconnected.co.uk) to our account manager within 14 days. We will issue a case number and complete a full investigation of the issues raised. Where this is required access to saved or archived data, transcription files or other digital data, you hereby authorise us to have unlimited access to this information to allow the dispute investigation to be completed.
12.3. We will use reasonable endeavours to complete the investigation within 7 working days of the complaint being raised. Should the dispute be upheld, we and you will work together to decide on the best course of redress (including, but not limited to data recovery, credits or cash refund).
12.4. The total value of this redress is limited to the invoiced cost of the service rendered. We will not be liable for any losses of business resulting in delay or non-delivery of orders produced by Once.

13. EXCLUSIONS AND LIMITATIONS
13.1. Nothing in these User Terms, including this clause 13, shall exclude or limit any warranty or liability which may not be lawfully excluded or limited by applicable law, including liability for fraud or for death or personal injury caused by our negligence.
13.2. You acknowledge and agree that we have no liability to you for any misuse or loss of User Content by third parties. In particular, you acknowledge and agree that no refund or compensation will be due to you from us, and you further acknowledge and agree that since we have no control over the content and/or quality of User Content this limitation of our liability to you is reasonable.
13.3. There are no conditions, warranties, representations or other terms, express, statutory or implied, that are binding on us except as specifically stated in these User Terms (including statutory warranties and conditions of user enjoyment, merchantability, fitness for a particular purpose and non-infringement). Any condition, warranty, representation or other term concerning the supply of Once Connected which might otherwise be implied into or incorporated in these User Terms, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
13.4. You expressly understand and so agree that your use of Once is at your sole risk and that Once is provided on an “as is” basis.
13.5. In particular, we, our subsidiaries and affiliates, and our licensors, do not represent or warrant to you that:
13.5.1. your use of Once (including its use in conjunction with any other software) will meet your requirements, that your use of Once will be uninterrupted, timely, secure or free from error or that defects in the operation or functionality of Once provided to you will be corrected; and
13.5.2. any information obtained by you as a result of your use of Once will be accurate or reliable; and
13.5.3. that any User Content will be accessible at any particular time; and
13.5.4. that defects in the operation or functionality of Once will be corrected, rectified, or remedied.
13.6. Any material (including User Content) downloaded or otherwise obtained or accessed through the use of Once is done at your own discretion and risk, and that you will be solely responsible for any damage, loss, or prejudice to your computer system or other device or loss of data that results from the download or access of any such material.
13.7. In order for you to make full use of Once it may be necessary for you to use particular computer equipment or to download or install certain pieces of software. If you are unable to access all or part of Once because you do not have access to any necessary software or equipment, this shall not constitute a breach of these User Terms by us and we shall not be liable for any loss, damage or expense which may result from your inability to access Once.
13.8. No advice or information, whether oral or written, obtained by you from us or any of our subsidiaries, affiliates, officials, employees, or personnel, or through or from Once Connected shall create any warranty not expressly stated in these User Terms. We shall not be under any liability whatsoever in respect of any inaccuracies or omissions in Once. All such liability is excluded by us to the fullest extent permitted by law.
13.9. You expressly understand and agree that we and our licensors shall not be liable to you for:
13.9.1. any direct, indirect, special, incidental or consequential loss or damage which may arise in respect of Once and/or its use or non-availability;
13.9.2. loss of profit, business revenue, goodwill and anticipated savings;
13.9.3. any trading or other losses which you may incur as a result of use of or reliance upon any content;
13.9.4. any effect which use of Once may have on any software you use;
13.9.8. for local network or internet failures that prevent exchange of data or successful posting of orders.
13.10. Subject to the clauses above, the aggregate liability of us in respect of any loss or damage suffered by you and arising out of or in connection with the use of Once by you and/or any third party shall not exceed the amount of the total fees actually paid by you to us (excluding any deposits) in the twelve months preceding the date of your claim.
13.11. In relation to any software and/or any intellectual property provided by a Third Party, you acknowledge and accept as reasonable that:
13.12. Once Connected excludes all liability to the maximum extent permitted by applicable law for any loss whatsoever incurred by you as a result of any act or omission of any Third Party, or of the failure, suspension and/or termination of any facility, software or service provided by any Third Party, or the breach by any Third Party of any relevant licence (each such act, omission, failure, suspension or termination a Third Party Breach); and
13.13. any Third Party Breach shall not constitute a breach by Once Connected of the provisions of these User Terms.
13.14. You agree and acknowledge that you are in a better position than us to foresee and evaluate any potential damage or loss which you may suffer in connection with the use of Once; that we cannot adequately insure our potential liability to you; and that accordingly the exclusions and limitations contained in this clause 13 are reasonable. You also undertake at all times to mitigate any such damage or loss.
13.15. Once Connected is not a back-up service and will not be liable for any loss of data or error. You are responsible for backing up your data regularly to prevent any loss of information.
13.16. You understand and accept that emails posted from Once are dependent on email services outside of our control and that Once Connected is not responsible for them. This includes SMS messages sent via third party email to SMS services.

14. GENERAL
14.1. You shall not assign, transfer or sub-license any of your rights or obligations under these User Terms. We may at any time assign all or any of our rights and transfer all or any of our obligations under these User Terms.
14.2. Failure or neglect by us to enforce any of the provisions of these User Terms at any time shall not be construed or deemed to be a waiver of our rights nor shall this in any way affect the validity of the whole or any part of these User Terms, nor prejudice our rights to take subsequent action.
14.3. If any part of any provision of these User Terms shall be or become invalid, unlawful or unenforceable to any extent, then the remainder of such provision and all other provisions of these User Terms shall continue to be valid and enforceable to the fullest extent permitted by law.
14.4. These User Terms represent the entire agreement of you and us in relation to the subject matter of these User Terms and supersedes any previous agreement between you and us in relation to Once Connected. Neither of you and us has relied upon any statement or representation made by the other in agreeing to enter this agreement.

15. LAW AND JURISDICTION
15.1. These terms are governed by the laws of England and Wales, and you (and we) agree to submit to the non-exclusive jurisdiction of the courts in England and Wales.

OnceTime Terms and Conditions

1. INTRODUCTION
1.1. These terms (the User Terms) form a binding legal agreement between you and Once Connected Ltd, company registration number 9973336 (we, us, our) and relate to how you may use the Once apps and Once software and network services, comprising the Once Apps and our website at www.onceconnected.co.uk (the Site) and any other related software and services provided by us to you. By accepting these User Terms you agree to be bound by their effect. If you are using Once during the course of your employment, you are nevertheless bound as an individual by these User Terms.

2. ACCEPTING THE USER TERMS
In order to use OnceTime, you must first agree to these User Terms. Please review these User Terms as well as our Privacy Policy, Cookie Policy and any other information notified to you by us carefully before using OnceTime. If you do not agree to these terms or are under the age of 16, you must not use OnceTime. Our Privacy Policy and Cookie Policy can be found on the Website.
2.1. You can accept the User Terms by:
2.1.1. clicking to accept or agree to the User Terms, where this option is made available to you by us in the user interface provided to you; or
2.1.2. by actually using OnceTime. In this case, you understand and agree that we will treat your use of OnceTime as acceptance of the User Terms from that point onwards.

3. USE OF ONCETIME BY YOU
3.1. In consideration of the fulfilment by you of the obligations imposed on you by these User Terms we grant you a non-exclusive, non-assignable, non-transferable non-sub licensable licence for the duration of the agreement created by these User Terms to use OnceTime solely and strictly for your own use or within the business that you are representing.
3.2. You agree not to access or copy (or attempt to access or copy) any part of OnceTime by any means other than through the interface that is provided by us. You specifically agree not to access (or attempt to access) any part of OnceTime through any automated means, including use of debugging tools, scripts, robots, spiders, scrapers or web crawlers.
3.3. You agree that you will not (a) take any action that imposes, or may impose (in each case in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (b) copy, duplicate, reproduce, rent, lease, loan, sell, trade, resell, modify, create derivative works, distribute or publicly display any part or component of OnceTime without prior written consent from us and any third party determined by us as appropriate; (c) interfere or attempt to interfere with the proper working of OnceTime or any activities conducted via OnceTime; (d) bypass any measures we may use to prevent or restrict access to OnceTime; and (e) attempt to reverse engineer, decompile or otherwise seek to obtain access to the source code in OnceTime.
3.4. You agree that you will not engage in any activity that interferes with or disrupts OnceTime, or the servers and networks which are connected to OnceTime.

4. PAYMENT AND ACCESS
4.1. Subscription to OnceTime
4.1.1. OnceTime has a free version. In future, a charge may be made for use of certain functionality. To access any chargeable features, you would need to subscribe to those features of OnceTime that you require. The basic version remains free to use.
Payment is made through our subscription based model which allows users access to OnceTime’s chargeable functionality.
4.1.2. Subscription costs are deducted from the credit/debit card or direct debit associated with your account. After expiry of any free trial period the first payment will be taken on the day of upgrade to any of our subscription plans and monthly thereafter.
4.1.3. In order to use the chargeable features of OnceTime you must have a valid credit/debit card or direct debit associated with your account. All payments are deducted from this card/account.
4.2.1. You acknowledge and agree that we may monitor your use of OnceTime. Where, in our sole opinion, we suspect misuse of OnceTime has occurred, we reserve the right to suspend or terminate your account (and the provisions of clause 4.3.1 shall apply). To be clear, this will include any attempt to circumvent our billing process.
4.2.2. Costs associated with OnceTime application deployment are the responsibility of the user. This includes any internet data costs.
4.2.3. OnceTime will store user’s data on 3rd party cloud servers while they have a valid free or paid-up subscription.
4.3. Payment
4.3.1. In the event that you fail to make any payment when due, we may in our sole discretion suspend your use of OnceTime until paid for in full. In the event that no payment is made within 14 days of the due date, we may in our sole discretion terminate your use of OnceTime. In either event OnceTime will be unavailable to you: in the event that you require access to the data you have uploaded, you must contact us.
4.3.2. Monies that remain outstanding by the due date will incur a late payment interest rate of 2% above the prevailing Bank of England’s base rate on the outstanding balance until such times as the payment is made in full.
4.3.3. We reserve the right to seek recovery of any monies remaining unpaid sixty days from the date of invoice via collection agencies and/or through small claims court. In such cases you will be liable for any and all additional administrative and/or court costs.
4.3.4. You will be notified with at least 60 days notice of a proposed price increase.
4.4. Fair Use
4.4.1. We have a ‘Fair Use Policy’. If this is exceeded we will seek reimbursement from you or (at our sole discretion) terminate access to OnceTime in the case of frequent abuse. Fair usage of OnceTime means not sending emails or appointment schedules in excess of what would be normal for a typical user.

5. USER CONTENT
5.1. User Content includes the email templates that you have created, individual appointments, holiday information and any marketing materials that you have associated with your OnceTime account. You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any content that you create, upload, transmit or display while using OnceTime and for the consequences of your actions (including any loss or damage which we or any third party may suffer) by doing so.
5.2. By submitting, posting or displaying User Content you give us a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to use any User Content for the purposes of the proper provision of OnceTime. For the avoidance of doubt, you and/your licensors retain ownership of all intellectual property rights in any User Content.
5.3. By uploading any User Content to OnceTime you warrant and represent that:
5.3.1. you have all the rights, power and authority necessary to grant the license at clause 5.2;
5.3.2. you have the lawful right to upload, reproduce and distribute such User Content;
5.3.3. any User Content you upload, post or otherwise transmit or display while using OnceTime will not:
5.3.3.1. be misleading, harmful, threatening, abusive, harassing, defamatory, offensive, violent, obscene, pornographic, vulgar, libellous, racially, ethnically, religiously or otherwise objectionable;
5.3.3.2. constitute unauthorised disclosure of personal or confidential information;
5.3.3.3. violate the rights of any party (including but not limited to any patent, trade mark, trade secret, publicity right, privacy right, copyright or other intellectual property) or otherwise create liability or violate any local, state, national or international law;
5.3.3.4. contain viruses, trojan horses, worms, corrupted files or code, files and programs designed to impede or destroy the functionality of any computer software or hardware; spyware and malware designed for phishing and with a view to compromise the data security and integrity, and obtain sensitive personal or financial information; or
5.3.3.5. constitute or encourage a criminal offence.
5.4. You shall indemnify us, without limitation and upon demand, against any cost, damages or expenses (including reasonable legal expenses) that may be incurred by us either (a) as a result of any breach by you of the warranties detailed in clause 5.3, and/or (b) in respect of any claim or action against us or any 3rd party that the use of any User Content infringes intellectual property rights or is otherwise unlawful or objectionable.
5.5. You acknowledge as reasonable and agree that we may, on occasion, use User Content for analytical purposes or in order to improve OnceTime. Please see our privacy policy [available on our website]. Our use of such User Content will not involve the provision of any confidential or personal data to any third party.

6. CUSTOMER SERVICE SUPPORT
6.1. Once Connected offers free support to all users who are either trialling OnceTime or are an existing free or paying customer. Support is only provided via email to support@onceconnected.co.uk, using the contact form on the Once Connected web site or by raising a ticket on the Once Connected support portal. Support hours are 9am – 5pm Monday – Friday excluding all UK public holidays (UK only).
6.2. In the scenario where we are unable to replicate an incident and there has been no reoccurrence of the incident for a period of one month from the reported occurrence, the incident will be closed we will take no further action.

7. AVAILABILITY
7.1. OnceTime is currently is only available in English.
7.2. We do not warrant or represent that the operation of OnceTime will be uninterrupted, timely or error free.

8. PASSWORDS AND SECURITY
8.1. You must keep your account password confidential and must not disclose it or share it with anyone.
8.2. You will be responsible for all activities and orders that occur or are submitted under your account.
8.3. If you know or suspect that someone else knows your password you agree to notify us immediately by contacting Once support.
8.4. If we have reason to believe that there is likely to be a breach of security or misuse of OnceTime, we may require you to change your password or we may suspend your account. Further, you are responsible for anything that happens through your account until you close down your account or prove that your account security was compromised due to no fault of your own.

9. INTELLECTUAL PROPERTY
9.1. All intellectual property rights subsisting in or used in connection with OnceTime (including but not limited to any data other than User Content, the source code of any software in OnceTime, and any intellectual property rights created as part of the customisation and/or configuration of OnceTime) are and shall remain the sole property of us and our licensors. All present and future rights in and title to OnceTime, including the right to grant access to it over any present or future technology, are solely and exclusively reserved to us.
9.2. You must not in any circumstances use, nor allow any third party to use, any automated software, process, programme, robot, web crawler, spider, data mining, trawling, traffic analyser or other “screen scraping” software (regardless of whether or not the resulting information would then be used for your internal purposes) and you must not disclose your password to any third party for the purposes of using any such technology.
9.3. OnceTime, Once and Once Connected are trademarks of us in the United Kingdom. Unless you have agreed otherwise in writing with us, nothing in the User Terms gives you a right to use any of our or our licensors’ trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within OnceTime.
9.4. OnceTime may include components licensed to us by third parties (any such, a Third Party). To the extent that the terms of any such license impose any obligation on you which is in addition to any obligation imposed on you by these User Terms (Third Party Obligation) you undertake fully to comply with and fulfil all requirements of any such Third Party Obligation.

10. TERMINATION
10.1. We may at any time, terminate our legal agreement with you and the supply to you of OnceTime if:
10.1.1. you have materially breached any provision of the User Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the User Terms) and, where such breach is capable of remedy, we determine that you have not so remedied within fourteen days of notification; or
10.1.2. we are required to do so by law (for example, where the provision of OnceTime to you is, or becomes, unlawful); or
10.1.3. if either party becomes insolvent; or enters into any kind of composition, scheme of arrangement, compromise or arrangement involving that party and its respective creditors generally (or any class of them) save for the purposes of a bona fide company reorganisation; or is unable to pay its debts; or is the subject of an order for the seizure of the assets or a substantial part thereof of that party made by any court having jurisdiction.
10.2. When these User Terms come to an end:
10.2.1. the licence granted at clause 3.1 of these User Terms terminates;
10.2.2. all of the legal rights, obligations and liabilities that you and we have benefited from, been subject to (or which have accrued over time whilst the User Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of Clauses 5, 9, 10, 11, 13, 15 and 16.2.7 shall survive termination of these User Terms; and
10.2.3. you will lose access to OnceTime and cloud stored data. After 60 days, Once Connected will delete all cloud data.
10.3. We reserve the exclusive right and prerogative to retain, maintain, archive, protect, use, or store any and all data or information, without regard as to time or duration, as it may deem reasonable or necessary in the pursuit of our business or interests, or in protecting such business or interests, notwithstanding the termination or cessation of your relationship with us.
10.4. Termination of this agreement may be made after receiving 30 days’ notice by writing or via our online subscription management. For avoidance of doubt, only we or the party paying for/signed up for OnceTime may terminate your access to OnceTime. Termination of your OnceTime account includes disabling your access to OnceTime and may also bar you from any future use of OnceTime.
10.5. No refunds shall be offered, where a service is deemed to have begun and is, for all intents and purposes, underway. Any monies that have been paid to us which constitute payment in respect of the provision of unused services shall be refunded.

11. PRIVACY
11.1. Your use of OnceTime, including any registration process, may involve your disclosure to us of personal data (which term shall include sensitive personal data) relating to data subjects (personal data, sensitive personal data and data subjects each as defined by the Data Protection Act 1988). In the event that you do so disclose such personal data you:
11.2. warrant and represent to us that you have secured all consents and permissions, and have taken all actions necessary, as may be required by applicable law for the purposes of disclosure to us and subsequent use by us of any such data relating to third parties in the provision of OnceTime in accordance with our privacy policy available on the Site; and
11.3. in relation to any personal data relating to you, you consent to the use of such personal data in accordance with our privacy policy available on the Site.

13. EXCLUSIONS AND LIMITATIONS
13.1. Nothing in these User Terms, including this clause 13, shall exclude or limit any warranty or liability which may not be lawfully excluded or limited by applicable law, including liability for fraud or for death or personal injury caused by our negligence.
13.2. You acknowledge and agree that we have no liability to you for any misuse or loss of User Content by third parties. In particular, you acknowledge and agree that no refund or compensation will be due to you from us, and you further acknowledge and agree that since we have no control over the content and/or quality of User Content this limitation of our liability to you is reasonable.
13.3. There are no conditions, warranties, representations or other terms, express, statutory or implied, that are binding on us except as specifically stated in these User Terms (including statutory warranties and conditions of user enjoyment, merchantability, fitness for a particular purpose and non-infringement). Any condition, warranty, representation or other term concerning the supply of OnceTime which might otherwise be implied into or incorporated in these User Terms, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
13.4. You expressly understand and so agree that your use of OnceTime is at your sole risk and that OnceTime is provided on an “as is” basis.
13.5. In particular, we, our subsidiaries and affiliates, and our licensors, do not represent or warrant to you that:
13.5.1. your use of OnceTime (including its use in conjunction with any other software) will meet your requirements, that your use of OnceTime will be uninterrupted, timely, secure or free from error or that defects in the operation or functionality of OnceTime provided to you will be corrected; and
13.5.2. any information obtained by you as a result of your use of OnceTime will be accurate or reliable; and
13.5.3. that any User Content will be accessible at any particular time; and
13.5.4. that defects in the operation or functionality of OnceTime will be corrected, rectified, or remedied.
13.6. Any material (including User Content) downloaded or otherwise obtained or accessed through the use of OnceTime is done at your own discretion and risk, and that you will be solely responsible for any damage, loss, or prejudice to your computer system or other device or loss of data that results from the download or access of any such material.
13.7. In order for you to make full use of OnceTime it may be necessary for you to use particular computer equipment or to download or install certain pieces of software. If you are unable to access all or part of OnceTime because you do not have access to any necessary software or equipment, this shall not constitute a breach of these User Terms by us and we shall not be liable for any loss, damage or expense which may result from your inability to access OnceTime.
13.8. No advice or information, whether oral or written, obtained by you from us or any of our subsidiaries, affiliates, officials, employees, or personnel, or through or from Once Connected shall create any warranty not expressly stated in these User Terms. We shall not be under any liability whatsoever in respect of any inaccuracies or omissions in OnceTime. All such liability is excluded by us to the fullest extent permitted by law.
13.9. You expressly understand and agree that we and our licensors shall not be liable to you for:
13.9.1. any direct, indirect, special, incidental or consequential loss or damage which may arise in respect of OnceTime and/or its use or non-availability;
13.9.2. loss of profit, business revenue, goodwill and anticipated savings;
13.9.3. any trading or other losses which you may incur as a result of use of or reliance upon any content;
13.9.4. any effect which use of OnceTime may have on any software you use;
13.9.5. for local network or internet failures that prevent exchange of data or successful posting of emails and orders.
13.10. Subject to the clauses above, the aggregate liability of us in respect of any loss or damage suffered by you and arising out of or in connection with the use of OnceTime by you and/or any third party shall not exceed the amount of the total fees actually paid by you to us (excluding any deposits) in the twelve months preceding the date of your claim.
13.11. In relation to any software and/or any intellectual property provided by a Third Party, you acknowledge and accept as reasonable that:
13.12. Once Connected excludes all liability to the maximum extent permitted by applicable law for any loss whatsoever incurred by you as a result of any act or omission of any Third Party, or of the failure, suspension and/or termination of any facility, software or service provided by any Third Party, or the breach by any Third Party of any relevant licence (each such act, omission, failure, suspension or termination a Third Party Breach); and
13.13. any Third Party Breach shall not constitute a breach by Once Connected of the provisions of these User Terms.
13.14. You agree and acknowledge that you are in a better position than us to foresee and evaluate any potential damage or loss which you may suffer in connection with the use of OnceTime; that we cannot adequately insure our potential liability to you; and that accordingly the exclusions and limitations contained in this clause 13 are reasonable. You also undertake at all times to mitigate any such damage or loss.
13.15. Once Connected is not a back-up service and will not be liable for any loss of data or error. You are responsible for backing up your data regularly to prevent any loss of information.
13.16. You understand and accept that emails and schedules sent from OnceTime are dependent on email services outside of our control and that Once Connected is not responsible for them.

14. GENERAL
14.1. You shall not assign, transfer or sub-license any of your rights or obligations under these User Terms. We may at any time assign all or any of our rights and transfer all or any of our obligations under these User Terms.
14.2. Failure or neglect by us to enforce any of the provisions of these User Terms at any time shall not be construed or deemed to be a waiver of our rights nor shall this in any way affect the validity of the whole or any part of these User Terms, nor prejudice our rights to take subsequent action.
14.3. If any part of any provision of these User Terms shall be or become invalid, unlawful or unenforceable to any extent, then the remainder of such provision and all other provisions of these User Terms shall continue to be valid and enforceable to the fullest extent permitted by law.
14.4. These User Terms represent the entire agreement of you and us in relation to the subject matter of these User Terms and supersedes any previous agreement between you and us in relation to OnceTime. Neither of you and us has relied upon any statement or representation made by the other in agreeing to enter this agreement.

15. LAW AND JURISDICTION
15.1. These terms are governed by the laws of England and Wales, and you (and we) agree to submit to the non-exclusive jurisdiction of the courts in England and Wales.

16. THIRD PARTY LICENCES
Once Connected applications include open source code. For a list of licences that may be included see: Third Party Licences

This product includes software developed by the OpenSSL Project for use in the OpenSSL Toolkit (http://www.openssl.org/)