Web Application User Agreement – Terms & Conditions

These Terms and Conditions, together with any and all other documents referred to herein, set out the terms of use under which you may use OPTIMiSe (“Our Web App”). Please read these Terms and Conditions carefully and ensure that you understand them. You will be required to accept these Terms and Conditions before using Our Web App. If you do not agree to comply with and be bound by these Terms and Conditions, you must stop using Our Web App immediately.

Effective Date: 01/10/19
For previous version please click here

  1. Definitions and Interpretation
    1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
      Means an account required to access and use Our Web App, as detailed in Clause 4;
      means any and all text, images, audio, video, scripts, code, software, databases and any other form of information capable of being stored on a computer that appears on, or forms part of, Our Web App;
      "Main Service Agreement"
      means the agreement for the supply of services between you and us;
      means a user of Our Web App;
      "User Content"
      means any text, images, video or documents created and/or uploaded by Users in or to Our Web App; and
      means Lifecycle Management Group Ltd, a limited company registered in England under company number 06390313, whose registered address is Unipart House, Garsington Road, Oxford, OX4 2PG.
  2. Information About Us
    1. Our Web App is owned and operated by Lifecycle Management Ltd, a limited company registered in England under company number a limited company registered in England under company number 06390313, whose registered address is Unipart House, Garsington Rd, Oxford, OX4 2PG
    2. These Terms and Conditions refer to the following additional terms, which also apply to your use of Our Web App:
      1. Our Privacy Policy.
      2. Our Cookie Policy.
  3. Access to Our Web App
    1. Access to Our Web App is provided as part of the Main Service Agreement you have with Us.
    2. It is your responsibility to make any and all arrangements necessary in order to access Our Web App.
    3. We may from time to time make changes to Our Web App:
      1. Minor changes may be required to make underlying technical alterations, for example, to fix an error or to address a security issue.
      2. Minor changes may be made to reflect changes in the law or other regulatory requirements.
      3. We will continue to develop and improve Our Web App over time, in some cases making significant changes to it. You will be kept fully informed of any changes that may impact your use of Our Web App.
    4. We will always aim to ensure that Our Web App is available at all times however we do not guarantee that Our Web App, or any content on it, will always be available or uninterrupted. In certain cases We may need to temporarily suspend availability to make certain changes outlined under sub-Clause 3.3. Unless We are responding to an emergency or an urgent issue, We will endeavour to inform you in advance of any interruptions to the availability of Our Web App.
  4. Accounts
    1. An Account is required to use Our Web App.
    2. When creating an Account, the information you provide must be accurate and complete in order that we can verify your account. If any of your information changes at a later date, it is your responsibility to ensure that your Account is kept up-to-date.
    3. We require that you choose a strong password for your Account, consisting of a minimum of 8 characters with at least one number. It is your responsibility to keep your password safe. You must not share your Account or password with anyone else. If you believe your Account is being used without your permission, please contact Us immediately. We will not be liable for any unauthorised use of your Account.
    4. We have the right to disable any password, at any time, if in Our reasonable opinion you have failed to comply with any of the provisions of these Terms and Conditions.
  5. Our Intellectual Property Rights and Licence
    1. We grant Users a limited, non-exclusive, revocable, non-transferable licence to use Our Web App for internal business purposes, subject to these Terms and Conditions.
    2. Except for the rights granted to you under sub-Clause 5.1, all rights, title and interest in and to all Our patents, inventions, copyrights, trade marks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights in or related to Our Web App, and any part of it (collectively, “Intellectual Property Rights”) shall belong to and remain exclusively with Us. We are the owner or the licensee of all Intellectual Property Rights in Our Web App, and the content or material published on it. Those works are protected by copyright laws and treaties around the world. You must not use any part of the content on Our Web App for commercial purposes without obtaining a licence to do so from Us or Our licensors.
    3. We claim no intellectual property rights over User Content, however We shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual licence to incorporate into Our Web App or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from you.
    4. By accepting these Terms and Conditions, you hereby undertake:
      1. Not to copy, download or otherwise attempt to acquire any part of Our Web App;
      2. Not to disassemble, decompile or otherwise reverse engineer Our Web App;
      3. Not to allow or facilitate any use of Our Web App that would constitute a breach of these Terms and Conditions; and
      4. Not to embed or otherwise distribute Our Web App on any website, ftp server or similar.
  6. User Content
    1. You agree that you will be solely responsible for any and all User Content that you create or upload using Our Web App. Specifically, you agree, represent and warrant that you have the right to create or upload the User Content and the right to use all materials of which it is comprised and that it will not contravene any aspect of Our Acceptable Usage Policy, detailed in Clause 9.
    2. You agree that you will be liable to Us and will, to the fullest extent permissible by law, indemnify Us for any breach of the warranties given by you under sub-Clause 6.1. You will be responsible for any loss or damage suffered by Us as a result of such breach.
    3. You (or your licensors, as appropriate) retain ownership of your User Content and all intellectual property rights subsisting therein, however you grant Us a limited licence to use, store and copy that User Content for the purposes of fulfilling Our obligations under the Main Service Agreement.
    4. We may reject, reclassify, or remove any User Content created or uploaded using Our Web App where that User Content, in Our sole opinion, violates Our Acceptable Usage Policy, or if We receive a complaint from a third party and determine that the User Content in question should be removed as a result.
  7. Links to Our Web App
    1. You may link to where Our Web App is hosted provided that you own the website and:
      1. You do so in a fair and legal manner;
      2. You do not do so in a manner that suggests any form of association, endorsement or approval on Our part where none exists;
      3. You do not use any of Our logos or trade marks (or any others displayed on Our Web App) without Our express written permission; and
      4. You do not do so in a way that is calculated to damage Our reputation or to take unfair advantage of it.
    2. You may not link to any page other than the homepages of Our Web App(s) (myoptimise.co.uk, supplier.myoptimise.co.uk, optimise.eu.com). Deep-linking to other parts of Our Web App requires Our express written permission.
  8. Links to Other Content

    We may provide links to other content such as websites, web apps and downloadable apps. Unless expressly stated, this content is not under Our control. We neither assume nor accept responsibility or liability for such third party content. The provision of a link by Us is for reference only and does not imply any endorsement of the linked content or of those in control of it.

  9. Acceptable Usage Policy
    1. You may only use Our Web App in a manner that is lawful and that complies with the provisions of this Clause 9. Specifically:
      1. You must ensure that you comply fully with any and all applicable local, national and international laws and/or regulations;
      2. You must not use Our Web App in any way, or for any purpose, that is unlawful or fraudulent;
      3. You must not use Our Web App to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software or any data of any kind;
      4. You must not knowingly receive, download, use or re-use any material that does not comply with the standards set out in sub-Clause 9.2; and
      5. You must not use Our Web App in any way, or for any purpose, that is intended to harm any person or persons in any way.
    2. The following types of User Content are not permitted on Our Web App and you must not create, submit, communicate or otherwise do anything that:
      1. is sexually explicit;
      2. is obscene, deliberately offensive, hateful, or otherwise inflammatory;
      3. promotes violence;
      4. promotes or assists in any form of unlawful activity;
      5. discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;
      6. is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
      7. is calculated or otherwise likely to deceive any person;
      8. is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy;
      9. misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive;
      10. implies any form of affiliation with Us where none exists;
      11. infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, patents, trade marks and database rights) of any other party; or
      12. is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
  10. Breach
    1. 10.1 When we consider a breach of these Terms and Conditions has occurred, We may take such action as we deem appropriate.
    2. 10.2 Failure to comply with Clause 9 constitutes a material breach of these Terms and Conditions, and may result in Us taking all or any of the following actions:
      1. Immediate, temporary or permanent suspension of your right to use Our Web App;
      2. Immediate, temporary or permanent removal of any of your User Content uploaded to Our Web App;
      3. Issue of a written warning to you;
      4. legal proceedings against you for reimbursement of any and all costs (including, but not, limited to, reasonable administrative and legal costs) on an indemnity basis resulting from your breach;
      5. further legal action against you as appropriate; and
      6. Disclosure of such information to law enforcement authorities as required or as We deem reasonably necessary or appropriate.
    3. We hereby exclude any and all liability arising out of any actions (including, but not limited to, those set out above) that We may take in response to breaches of these Terms and Conditions, and We may take any other action We reasonably deem appropriate
  11. Advertising
    1. We may feature advertising within Our Web App and We reserve the right to display advertising on the same page as any User Content.
    2. You agree that you will not attempt to remove or hide any advertising using HTML/CSS or by any other method.
  12. Disclaimers
    1. No part of Our Web App or any accompanying documentation (whether provided in electronic form or otherwise) constitutes advice on which you should rely and is provided for general information purposes only.
    2. Our Web App is provided on an “as is” and “as available” basis, without any warranties of any kind to the fullest extent permitted by applicable law. We expressly disclaim any and all conditions, representations, warranties or other terms, whether express or implied, including, but not limited to, any implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement.
    3. We make reasonable efforts to ensure that the Content contained within Our Web App is complete, accurate and up-to-date. We do not, however, make representations, warranties or guarantees (whether express or implied) that Our Web App (and the Content therein) is complete, accurate or up-to-date.
    4. We are not responsible for the content or accuracy, or for any opinions, views, or values expressed in any User Content created using Our Web App. Any such opinions, views, or values are those of the relevant User, and do not reflect Our opinions, views, or values in any way.
  13. Our Liability
    1. To the fullest extent permissible by law, We accept no liability for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising out of or in connection with:
      1. the use of (or inability to use) Our Web App; or
      2. the use of or reliance upon any Content (whether that Content is provided by Us or whether it is User Content) included in Our Web App.
    2. We accept no liability for loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.
    3. Nothing in these Terms and Conditions excludes or restricts Our liability in any situation where it would be unlawful for us to do so including fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be excluded or restricted by law.
  14. Viruses, Malware and Security
    1. We exercise all reasonable skill and care to ensure that Our Web App is secure and free from viruses and other malware. We do not, however, guarantee that Our Web App is secure or free from viruses or other malware and accept no liability in respect of the same.
    2. You are responsible for protecting your hardware, software, data and other material from viruses, malware and other internet security risks.
    3. You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via Our Web App.
    4. You must not attempt to gain unauthorised access to any part of Our Web App, the server on which Our Web App is stored, or any other server, computer, or database connected to Our Web App.
    5. You must not attack Our Web App by means of a denial of service attack, a distributed denial of service attack, or by any other means.
    6. By breaching the provisions of sub-Clauses 14.3 to 14.5 you may be committing a criminal offence under the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant law enforcement authorities and We will cooperate fully with those authorities by disclosing your identity to them. Your right to use Our Web App will cease immediately in the event of such a breach.
  15. Privacy and Cookies

    We will only use your personal information as set out in Our Privacy and Cookie Policies, available from here and here.

  16. Communications from Us
    1. If you have an Account, We may from time to time send you important notices by email. Such notices may relate to matters including, but not limited to, service changes, changes to these Terms and Conditions, changes to Our Web App, and changes to your Account.
    2. We will never send you marketing emails of any kind without your express consent. If you do give such consent, you may opt out at any time. Any and all marketing emails sent by Us include an unsubscribe link. If you opt out of receiving emails from Us at any time, it may take up to 10 business days for Us to comply with your request. During that time, you may continue to receive emails from Us.
    3. For questions or complaints about email communications from Us (including, but not limited to, marketing emails), please contact Us at DataProtection@Lifecycle.co.uk.
  17. Changes to these Terms and Conditions
    1. We may alter these Terms and Conditions at any time and you will be notified of such changes when you next log in to Our Web App.
    2. In the event of any conflict between the current version of these Terms and Conditions and any previous version(s), the provisions current and in effect shall prevail unless it is expressly stated otherwise.
  18. Contacting Us

    To contact Us, please email Us at DataProtection@Lifecycle.co.uk

  19. Law and Jurisdiction
    1. These Terms and Conditions (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of England and Wales.
    2. Any disputes concerning these Terms and Conditions, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.