Terms of Service
The Agreement is between EMW Support trading as Mente (registration no.10642354) whose principal place of business is at Society 1, 9-10 Cross Street, Preston, PR1 3 LT (“We“/ “Our”) and the customer (“you” “your”) who will access our hosted web application and services, features, content or applications known as Mente.
In addition, if you are using a service hosted on or accessed via this web site, you will be subject to any rules or guidelines applicable to the said services. Links to third-party sites are provided as a convenience to you only and do not imply an endorsement by Mente of any such linked site. Mente cannot be held responsible for information and materials found on sites controlled or operated outside of its domain, including any assurance of the accuracy of such information.
1.1 This Agreement contains the terms relating to your access, use and support of the web application.
1.2 We hereby grant you a revocable, non-exclusive, non-transferable permission to use the web application upon the terms and conditions of this Agreement during the subscription Term (as set out in the agreed Pricing) for internal business purposes only (“Purpose”).This Agreement supersedes any other agreement between you and us.
1.3 In the event you make use of our trial offer such use shall be subject to the terms of this Agreement or website terms and conditions.
1.4 Subject to adherence of the payment terms set out in clause 8, we will continue to grant you access to and use of the web application during the subscription term and such is granted on a revocable, non-exclusive and non-transferable basis.
1.5 You accept full responsibility and liability for the acts or omissions of any of such persons given access to the web application as if you had performed such acts or omissions yourself.
1.6 You will comply with any additional restrictions or terms stipulated in the Service Agreement or through any future communication from us to you. We reserve the right to update our Service Agreement and such updates will be located on our website located at www.mente.co.uk.
1.7 Your use of the web application may be disrupted due to necessary web application upgrades and/or modifications to the web application but may also result from necessary server downtime and general maintenance of our system. We will notify you of such intended disruptions either in writing or via our web site notification alerts contained within our help desk on our website.
1.8 The agreement granted to you by clause 1.4 will last until this Agreement is terminated in accordance with clause 10.
2.1 You will be provided with a company user name and password for your account to access and use the web application
(“User”) and associated support functions as set out in clause 2.3 (“Support”). Authorised staff who you wish to sit the course and survey will be provided secure access via email.
2.2 You must keep your username and password strictly confidential and not disclose it to any third party (including, if you are in a group of companies, other companies within that group or to whom you are associated) without the prior written consent of us. In the event, you breach this clause 2.2 you will invalidate your warranties under clause 5 and any representations on our part as to the security of your data and systems.
2.3 We provide the following Support during normal working hours being 9am to 5pm (excluding weekend and bank holidays):
2.3.1 Email support only via the online help desk.
2.3.2 We aim to respond to any urgent business critical support tickets within 24 hours. Non-urgent, non-business critical support tickets within 48 hours.
Intellectual Property Rights
3.1 You agree and acknowledge that title to all the intellectual property rights, which includes but is not limited to, all design rights, utility models, inventions, service marks, logos, business names, database rights (including extraction and re-utilization rights, trademarks (whether registered or unregistered), moral rights, industrial property rights, Internet domain names, applications for any of the foregoing, copyright, rights in databases, interface information, system generated data, system output data (excluding your confidential data or information protected by the Data Protection Act 1998), source codes, reports, specifications, know-how, trade secrets, confidential information, web application designs and/or other materials in the web application and/0r documentation provided to you (“Intellectual Property Rights”) are and remain the absolute and exclusive property of and vest and remain vested in us, our nominees or licensor(s).
3.2 Title in any Intellectual Property Rights developed by Us pursuant to this Service Agreement shall vest in Us or Our nominee. You have no right, title or interest in or to such developed Intellectual Property Rights other than such as may be granted or confirmed to you under this Agreement.
Restrictions of use of the web application
4.1 You are allowed to use the web application only for the Purpose and you hereby agree not to use the web application for any other purpose.
4.2 You may not give other users outside of your organsation access to the members portal :
4.2.1 loan, rent, lease, or license the web application or documents or any copy thereof;
4.2.2 breach the Data Protection Act 1998;
4.2.3 use, copy, alter, reverse engineer or decompile the web application or documents except to the extent set out in this Agreement;
4.2.4 use the web application for fraudulent purposes, or in connection with a criminal offence or other unlawful activity; or
4.2.5 use the web application to send, use or reuse any material that is illegal, offensive, abusive, defamatory, or menacing; or in breach of copyright, trademark, confidence, privacy or any other right; or is otherwise injurious to third parties; or which consists of or contains web application viruses.
4.3 Any other right which is not expressly imparted under this Agreement is reserved with us.
Warranty and Disclaimer
5.1 We warrant (subject to the other provisions of this Agreement) to you that we have the full capacity and authority to enter into and to perform this Agreement including the authority to grant the under this Agreement to you.
5.2 We warrant only that the web application shall perform substantially in accordance with the descriptions of the web application contained in printed materials produced by Us.
5.3 Notwithstanding clause 5.2 you acknowledge that web application in general is not error-free, and agree that the existence of such errors shall not constitute a breach of this Service Agreement when those errors are corrected and do not fundamentally prevent the use of the web application.
5.4 You warrant to us that you have the full capacity and authority to enter into and perform this Service Agreement and that this Service Agreement is executed by a duly authorised representative of the company and that you will comply with all your obligations contained in this Service Agreement.
5.5 We will not be liable for breach of any warranties or other terms in this Service Agreement to the extent the breach arises from
5.5.1 use of the web application in violation to the terms of this Service Agreement or not in accordance with normal operating procedures or as otherwise notified to you by us;
5.5.2 use of the web application in violation of any UK or EU law or regulation;
5.5.3 any alterations to the web application made by anyone other than us or someone authorised in writing by us;
5.5.4 any abnormal or incorrect operating conditions;
5.5.6 any breach by you of clause 2.
5.6 No condition, warranty, representation or other term is given or entered into to the effect that the web application or advice or guidance provided by Us will be of satisfactory (or any other) quality or that it will be fit for any particular purpose (whether that purpose is made known to us or not). Save as expressly provided in this Service Agreement, no other warranties, undertakings, conditions or terms of any kind, express or implied, statutory or otherwise shall apply and all warranties, conditions, terms or other undertakings implied at law or by custom as to the condition, quality, performance, satisfactory quality or fitness for purpose of the web application or any part thereof are hereby excluded.
Intellectual Property Rights Indemnity
6.1 Subject to the terms of this Service Agreement and you complying with your obligations we shall indemnify you against any direct loss, claims, damages or expenses (including reasonable legal costs) that may be awarded or agreed to be paid by us to any third party in respect of any claim or action that the normal operation, possession or use of the web application by you infringes the Intellectual Property Rights of any third party in the United Kingdom (an “Intellectual Property Infringement”) provided that:
6.1.1 You notify us immediately you become aware of any such claim;
6.1.2 You make no admissions or other prejudicial statement in respect of such claim and comply with all reasonable instructions relating to the claim given by us;
6.1.3 You give us the complete conduct of the defence to and any settlement negotiations in relation to any claim or action in respect of any Intellectual Property Infringement and do not at any time admit liability or attempt to settle or compromise the said claim or action without prior consultation with and written consent of us.
6.2 In the event of an Intellectual Property Infringement, we shall be entitled at our own expense and option either to:
6.2.1 procure the right for you to continue using the web application in accordance with this Service Agreement; or
6.2.2 make such alterations modifications or adjustments to the web application so that they become non-infringing without incurring a material diminution in performance or function; or
6.2.3 replace the web application with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function (and the provisions of this indemnity shall equally apply to any such substitutes).
6.3 If we are unable to exercise any of the options set out in clause 6.2, then you, without prejudice to any other rights and remedies you have in law, shall be entitled to terminate this Service Agreement by providing us with seven (7) day’s notice and we will refund to you an equitable proportion of the monthly access fees, as set out in the Order Form.
6.4 This clause 6 states your entire remedy in relation to Intellectual Property Infringements and claims and actions relating to them.
6.5 We shall have no liability to indemnify you under this clause 6 if the claim in respect of which indemnity is sought results from:
6.5.1 any breach of your obligations under this Service Agreement;
6.5.2 your alteration, adaptation, disassembly or reverse engineering of the web application whether in accordance with this Service Agreement or otherwise;
6.5.3 us following your instructions or an instruction of a third party acting on your behalf; or
6.5.4 the combination or use of the web application with any other software, hardware or goods not supplied, recommended or approved by us in writing.
7.1 The Parties liability for:
7.1.1 death or personal injury caused by our negligence or the negligence of our employees or agents;
7.1.2 under Part I of the Consumer Protection Act 1987;
7.1.3 breach of any condition as to title or quiet enjoyment implied by section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982;
7.1.5 breach of clause 3, 4, 6, and 9 is not excluded or limited by this Service Agreement, even if any other term of this Service Agreement would otherwise suggest that this might be the case.
7.2 Neither party accept any liability under or in relation to this Service Agreement (whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason) for any (i) loss of profits; (ii) indirect, consequential or special loss; (iii) loss of sales; (iv) loss of revenue, loss of contracts or loss of opportunity; (v) loss of any data; (vi) loss arising from business interruption; (vii) loss arising from advice or guidance offered or produced by Us and presented to you or (viii) loss or damage incurred by the Company as a result of third party claims .
7.3 For the purposes of this clause 7 the term “loss” includes a partial loss or reduction in value as well as complete or total loss.
7.4 If for any reason the exclusion of liability in clause 7.2 above is void or unenforceable, in whole or in part our total liability for all loss or damage under this Service Agreement shall be as provided in clause 7.5.
7.5 Our total aggregate liability under this Service Agreement and in relation to anything which we have done or not done in connection with this Service Agreement (and whether the liability arises because of breach of contract, negligence or for any other reason) shall be limited to an amount equal to one hundred percent of the total Charges paid by You under this Service Agreement in any twelve (12) month period immediately preceding the matter, or circumstance giving rise to the claim.
7.6 You acknowledge that the limitations of liability contained in clause 7.5 are a fair and reasonable allocation of the commercial risk between us. The provisions of this clause 7.6 will continue to apply after termination or expiry of this Service Agreement.
Service Term, Charges and Payments
8.1 You may subscribe to an annual (twelve (12) calendar months) or to a rolling monthly term each with its own cancellations provisions. The use of the service and price for multi site organisations is per site address (postcode) not per company paid in advance of service.
8.2You will be billed monthly or annually depending on the pricing plan (“Pricing Plan”) you select. At the beginning of each billing period you will receive an invoice via email (and fees will be charged as agreed at the outset; which will include both service and Support (“Charges”).
8.3 If you are late in paying any invoices we may (at our sole discretion) either (i) suspend your access to and use of the web application until you have settled such invoices in full or charge interest on all unpaid amounts. Interest will be payable from the date of the invoice is due until the date of payment and will continue to be payable even if we obtain a judgment from a court in relation to any claim for payment of the invoice.
8.4 All Charges and other sums payable under this Service Agreement are exclusive of UK Value Added Tax and/or equivalent taxes in other countries which will be added and payable by you at the applicable rate and all sums due shall be paid in full without set-off, counter claim or deduction.
8.5 The plans are set out in bands on Our website. We reserve the right to change the pricing and bands from time to time and this will be displayed on our website.
Confidentiality and Data Protection Legislation
9.1 Each Party to this Service Agreement undertakes that any confidential information of the other will be kept secret and will be disclosed to any third party only to such extent as is necessary for the purposes of this Service Agreement.
9.2 Both parties will adhere to the Data Protection Act 1998 (as amended).
10.1 The Service Agreement becomes immediately effective and binding on you on the date that you agree to this Agreement, sign an Order and/or commence use of the web application.
10.2 The service you have selected on the Plan will provide you with termination options.
10.3 Unless you terminate your subscription of service it will automatically renew until you cancel the agreement pursuant to the service cancellation terms.
10.4 We may immediately terminate this Service Agreement (and your subscription to use the web application) if you breach any term of the Service Agreement and you are unable to remedy that breach.
Consequences of Termination
11.1 On expiry of the Service Agreement or the termination of this Service Agreement for whatever reason your access will automatically be terminated.
11.2 Upon termination of the Service Agreement your data will be permanently deleted from our systems and we will not be liable to refund you for any unused subscription or services. In the event your data is stored post termination of the Service Agreement such storage may be subject to a fee to be determined and communicated by us to you.
11.3 Termination of this Service Agreement will not affect any accrued rights or liabilities that either we or you may have by the time termination takes effect.
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