Applican Limited Terms and Conditions
Dated: 11 October 2017
1 Introduction and acceptance of these Terms and Conditions
1.1 These Terms and Conditions (these “T erms and Conditions”) form a legal agreement between you and Applican Limited (“Applican”, “u s”, “our” or “we”), which govern your access to, and use of, the Applican Services via the Applican Platforms. Applican Limited is a company incorporated and registered in England and Wales with company number 0376508. Our registered office is at 16 Station Road, Watford, United Kingdom, WD17 1EG.
1.2 The Applican Services are described in Clauses 2 and 3. When registering for the Applican Services you may select either a “Contractor” or an “Operative” Applican Account and the services which you receive will be affected accordingly. However, you should note that regardless of whether you are a Contractor or an Operative, these Terms and Conditions contain legally binding rights and responsibilities on both you and Applican. In particular you should note the exclusions on Applican’s liability set out in Clause 11.
1.3 We strongly encourage you to review these Terms and Conditions carefully and ensure that they contain everything you want and nothing that you are not prepared to agree to, before you decide to accept them and use the Applican Services. If you do not agree to these Terms and Conditions, you should not use the Applican Services.
1.4 Within these Terms and Conditions, the following words, when capitalised, shall have the following meanings:
“Applicable Law”: any or all applicable laws, rules and regulations applicable to the Applican Platforms and their use.
“Applican Account”: the account you create with us for the use of Applican Platforms, this account is made available to you upon your completion of the Applican registration process.
“Applican App”: the ‘Applican’ branded mobile application which, amongst other things, enables Users to registered for and access the Applican Services.
“Applican Platforms”: the Applican App and Applican Website.
“Applican Services”: the services provided by Applican as described in these Terms and Conditions, the use of the Applican Platforms, and related services provided by Applican from time to time, together with any or all other related products or services made available to you by us from time to time.
“Applican Timesheet Management Solution”: an optional “add-on” service which may form part of the Applican Services provided to a Contractor, if we have agreed to provide such services to the Contractor.
“Applican Website”: the website which enables Users to upload User Content onto a User Profile and access the Applican Services currently found at www.myapplican.io.
“Contractor”: a party who employs or engages Operatives and who uses those Operatives to provide services or deliverables within the construction industry.
“Contractor Profile”: the profile of a Contractor which contains information relating to that Contractor submitted by the Contractor (or a representative of that Contractor) and which is made available via the Applican Platforms.
“Fees” has the meaning set out in Clause 4.
“Intellectual Property Rights”: all patents, copyrights (including copyright in source code, object code, developer tools, data, materials, content and printed and electronic specifications, integrations guides, procedures manuals and related documentation) design rights, trademarks, service marks, trade secrets, know-how, business names, trade names, database rights and other rights in the nature of intellectual property rights (whether registered or not) and all applications for the same which may now, or in the future, subsist anywhere in the world, including the right to sue for and recover damages for past infringements.
“Mobile Device”: the mobile phone, smart phone, or any other device a User uses to access the Applican Services (which includes, where relevant, via the Applican App).
“Operative”: an individual tradesperson who provides their trade or services within the construction industry.
“Operative Profile”: the personal profile of an Operative which has been created by that Operative or which has otherwise been accepted by that Operative (by acceptance of these Terms and Conditions) containing information and/or Personal Data relating to that Operative and which is made available via the Applican Platforms.
“Personal Data”: any data relating directly or indirectly to an individual from which the identity of the individual can be directly or indirectly ascertained, as determined by applicable data protection laws.
“Restricted Activities”: the activities described in Clause 7 of these Terms and Conditions and any such other activities which are restricted in accordance with these Terms and Conditions.
“Third Party Database”: a data source provided or obtained from information made available by a third party, the data from which Applican may display within the Applican Platform.
“Timesheet Hardware”: the device supplied by us which can be used for fingerprint and/or facial recognition as part of the provision of the Applican Timesheet Management Solution.
“User”: an Operative or Contractor that has successfully registered for, or otherwise uses, the Applican Services.
“User Content”: the information and/or Personal Data which is uploaded by a User onto the Applican Platforms and which is subject to any of the Applican Services.
“User Profile”: a Contractor Profile or an Operative Profile.
1.5 You shall be deemed to have accepted and agreed to these Terms and Conditions by either:
(a) acknowledging acceptance of the electronic version of these Terms and Conditions where this option is made available to you by us (for example, when you register for a Applican Account); or
(b) actually using the Applican Services (in this case, you understand and agree that we will treat your use of the Applican Services as acceptance of these Terms and Conditions from that point onwards).
1.7 If you need to contact us, please e-mail us at: email@example.com. You can uninstall the Applican App at any time using the Applican App. In addition, you may close your Applican Account at any time and terminate these Terms and Conditions by e-mailing us or by writing to us at the address above, subject to the minimum notice period in relation to the Applican Timesheet Management Solution set out in Clause 9.1.
2 Description of the Applican Services – General
2.1 The Applican Services have been designed to facilitate closer interaction between Operatives and Contractors within the construction industry. They have also been designed to and to assist Contractors to manage jobs within the construction industry and the personnel used for those jobs.
2.2 Specifically, the Applican Services enable Operatives and Contractors to create User Profiles and to communicate with each other in relation to those User Profiles. In addition, the Applican Services enable Contractors to input details about jobs and, subject to the relevant permissions having been granted, link Operatives with those jobs.
2.3 If you are a Contractor, you can also apply to receive the Applican Timesheet Management Solution. This is an optional “add-on” service which can be used to assist you to track when Operatives are on site using the Timesheet Hardware, and to record such information within timesheets accordingly. If we agree to provide you with the Applican Timesheet Management Solution, this shall be considered to be part of the Applican Services. In order to receive the Applican Timesheet Management Solution, you must purchase and install the Timesheet Hardware.
2.4 For the purposes of these Terms and Conditions, any reference to the Applican Services includes any access to the Applican Platforms, software, programs, documentation, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) provided to you by us.
2.5 Although the Applican Services are designed to facilitate closer interaction between Operatives and Contractors and to assist with the managing of jobs posted by the Contractors, they should not replace the normal checks which should be undertaken (regardless of whether you are a Contractor or an Operative) and we do not verify, endorse or confirm the suitability of any Contractor or Operative for any role or accept any responsibility for the performance of services by any User or other party. In particular, if you are a Contractor, we strongly encourage you to conduct your own research and investigation of any Operatives which you engage. We do not guarantee that any details posted by or in relation to any User or otherwise displayed as part of the Applican Services are accurate or error free.
2.6 Whilst we reserve the right to remove User Content which we consider to violate these Terms and Conditions or which is otherwise unsuitable for the Applican Services, we do not have any obligation to and may not pre-screen, monitor, edit, or remove any User Content. If you believe that any content which is available within or accessible from the Applican Platforms violates these Terms and Conditions, please notify us immediately at: firstname.lastname@example.org. If your User Content violates these Terms and Conditions, you may bear legal responsibility for that User Content.
2.7 To use the Applican Services, you must register using the Applican Platform. When registering for the Applican Services, you must select to be either an Operative or a Contractor.
2.8 If you select an Operative Applican Account you:
(a) will be able to populate, edit, and update your Operative Profile by uploading your personal information and selecting details of your qualifications or other information from options
within the registration pages including, where relevant, information which has been obtained from a Third Party Database;
(b) must ensure that any information that you input is accurate, and if it ceases to be accurate (for example because a qualification lapses) you must update that information immediately;
(c) may be invited by a Contractor to join a job posted by that Contractor;
(d) may be invited by a Contractor to have a specified role in relation to a particular job, or in relation to that Contractor’s Contractor Profile generally;
(e) if the Applican Timesheet Management Solution has been selected by a Contractor for whom you are working, and if you agree to have your activity recorded using that solution, you will be able to clock-in and clock-out of site using the Timesheet Hardware, which may include utilising fingerprint and/or facial recognition technology;
(f) agree that the information displayed on your Operative Profile which has been obtained from a Third Party Database may be updated by other Users from time to time;
(g) agree that your Operative Profile may be viewed by other Users; and
(h) agree that you may be contacted by other Users.
2.9 If you select Contractor Applican Account you:
(a) must pay the Fees as described in Clause 4;
(b) will be able to populate and edit your Contractor Profile by uploading your information;
(c) will be able to manage jobs and identify Operatives that you have engaged for those jobs;
(e) manually seek to refresh the information displayed on Operative Profiles which has been obtained from Third Party Databases;
(f) share details of your jobs (including Operative details) with other Contractors;
(g) will be able to use the Applican Timesheet Management Solution if we have agreed to provide this service to you (subject to you having installed the Timesheet Hardware and having paid the relevant Fees). Please note that you are responsible for obtaining and undertake that you shall obtain the explicit and necessary consents of all Operatives before uploading their details as part of the Applican Timesheet Management Solution or otherwise connecting their profile or other details to the Timesheet Hardware;
(h) must ensure that any information that you input is accurate, and if it ceases to be accurate (for example because a qualification lapses) you must update that information immediately;
(i) agree that your Contractor Profile may be viewed by other Users;
(j) invite Operatives to join your posted jobs, or otherwise assign such Operatives to specified roles which carry enhanced administration privileges, such as a role of “Contracts Manager”, on your Contractor Profile; and
(k) agree that you may be contacted by other Users.
2.10 We may, from time to time, extend or amend the Applican Services and offer additional service functionality or other services to you. These additional functions may include any software maintenance, service information, help content, bug fixes, maintenance releases, modifications, amendments and/or upgrades to the existing functions. Additional services will be governed by these Terms and Conditions or other terms and conditions made known to you when we make the other service functionality available.
3 Display of Information from Third Party Databases
3.1 The Applican Services may make available information which is sourced from a Third Party Database. Where information is sourced from a Third Party Database, this will be indicated on the Applican Platform
3.2 We will attempt to retrieve and display the relevant publically available information from the Third Party Database where this functionality exists in the Applican Platform and there is a request that such information is displayed. In doing so, we simply seek to ‘pass through’ the publically available information on the Third Party Database and do not check the accuracy or completeness of this third party information. The displaying of the information from the Third Party Database is intended to facilitate easier interaction between Contractors and Operatives although, as described in Clause 2.4 above, it should not replace the normal checks which are required to be undertaken to verify the Operatives qualifications.
3.3 You must note that the information displayed from a Third Party Database (such information on an Operative Profile) is reflective of the information available at the time that the information is gathered by the Applican Platform. You should note that the information displayed from Third Party Databases is not refreshed automatically and, therefore, the information displayed may be out of
date. Applican advises Users to update their information regularly, and advises Users also to note the time that the information displayed from a Third Party Database was last updated (which will be displayed on the Applican Platform). If the Applican Platform gives you the option to refresh information from a Third Party Platform, you should seek to update the information where possible.
3.4 We do not warrant the accuracy of any information which is presented from a Third Party Database within the Applican Platform or otherwise via the Applican Services (regardless of source) and we accept no responsibility or liability for, the accuracy or reliability of such information. You should note that information collected from the Third Party Database may be inaccurate for a number of reasons, including, but not limited to:
(a) revocation of the qualification from the relevant Operative for any reason;
(b) the lapse of time or being out of date;
(c) discontinuance or replacement by the relevant certification or qualification board;
(d) the Operative failing to meet the minimum requirements or terms of the qualification, for example, due to health reasons; or
(e) inaccurate, unreliable or out of date information on the relevant Third Party Database.
4.1 All payments identified in this Clause 4 to be made to Applican shall be considered to be the “Fees”. All Fees stated by us shall be deemed to be exclusive of VAT which shall be additionally charged by us, and payable by you, at the applicable rate.
4.2 If you are a Contractor, you must pay a monthly subscription fee as agreed with Applican or which are otherwise specified when you sign up for your Contractor Account.
4.3 In addition, if you are a Contractor and wish to receive the Applican Timesheet Management Solution, you must:
(a) pay for the Timesheet Hardware as specified in Clause 4.4; and
(b) pay the monthly subscription fee which you agree with Applican for your receipt of
the Applican Timesheet Management Solution.
4.4 Payment for the Timesheet Hardware will normally be required by us in advance prior to shipping (unless we have agreed otherwise) and we will only send the purchased Timesheet Hardware to an address outside of the United Kingdom if you have agreed to pay for the additional shipping costs. If we agree to ship you the Timesheet Hardware prior to your payment for such hardware, you agree to pay our invoice to you for the Timesheet Hardware within 7 days of receipt. If we ship the Timesheet outside of the United Kingdom, you will be liable for all customs and similar charges relating to the import of the Timesheet Hardware.
4.5 We reserve the right to review and update the Fees from time to time. However, we will give you 28 days’ notice by email prior to any price changes, during which time you may terminate your use of the Applican Services if you are unhappy to agree to the price change. Should you fail to terminate your use of the Applican Services within 28 days after being notified of a price change, we will assume that you have agreed to the price change and wish to continue using the Applican Services on the basis of the updated Fees.
4.6 Any failure to pay Fees shall mean that your account will be automatically suspended.
5.1 You must be at least 18 (eighteen) years old to use the Applican Services. To use the Applican Services you must register for an Applican Account.
5.2 To register for a Applican Account and to use the Applican Services after you have registered with us, you agree to be responsible for, and must:
(a) provide complete, accurate and truthful information and registration details as requested. You must also keep the information you provide us at registration up to date and complete at all times;
(b) carry out any registration and/or other tasks in the manner and form reasonably required by us (such as confirming your registered e-mail address or linking or ‘pairing’ your Mobile Device and/or mobile number with our Applican App); and
(c) carry out any other action which we may reasonably require for you to access and use the Applican Services.
5.3 It is very important that the information you provide to us remains accurate and, in particular, it is important to always notify us of any changes to your current address. Changes to your address may mean you are no longer eligible to receive all or part of the Applican Services. If any information you provide to us (including your mailing address and/or e-mail address) changes over time, you must
notify us immediately and/or amend the details in your User Profile so that the information you have supplied to us is always accurate, truthful and complete.
5.4 As part of the Applican Account opening process and the Applican App download process, you will be required to agree to these Terms and Conditions (and such other documents as may be nominated by us from time to time).
5.5 You also agree to provide us with any or all information which we may reasonably require, at any time, to collect and/or verify:
(a) your identity;
(b) ownership of your e-mail addresses; and
(c) any other information in order to comply with our legal or regulatory obligations.
5.6 We reserve the right to close, suspend, or limit access to your Applican Account and/or the Applican Services if we are unable to verify your User Content or if we have any reason to suspect that the User Content provided by you is inaccurate or if we suspect that your Applican Account is being used fraudulently.
5.7 You may only open 1 (one) Applican Account unless we expressly approve the opening of additional Applican Accounts. If you open more than 1 (one) Applican Account then you agree that we may suspend, terminate and/or deactivate any or all of your use of your or Applican Accounts (as appropriate).
6 Using the Applican Services
6.1 We grant you a licence to use our Applican Platforms and Applican Services that is personal to you only, limited, non-exclusive, revocable, non-transferable and without the right to sublicense. This licence is granted to you to allow you to electronically access and use the Applican Platforms and the Applican Services in accordance with these Terms and Conditions. To use the Applican Services you must have access to the Internet, a valid e-mail address and, where applicable, a compatible Mobile Device. Please note that we do not guarantee that the Applican App will be compatible with your Mobile Device. If you are able to download the Applican App on to your Mobile Device, it is likely that your device will be compatible with the Applican App.
6.2 If you are a Contractor and wish to receive the Applican Timesheet Management Solution, you will be required to purchase the Timesheet Hardware from us. Title and risk in the Timesheet Hardware will pass to you on receipt of such hardware, subject to you having paid for the Timesheet Hardware. If you have not paid for the Timesheet Hardware by the time of its receipt by you, title will pass to you upon full payment by you.
6.3 Please also note that the use of the Applican App may be impacted by the terms of your agreement with your Mobile Device supplier, manufacturer and/or phone service provider. Such use will require the use of data which may incur costs with your phone service provider particularly when using roaming tariffs abroad.
6.4 You will at all times comply with all Applicable Laws applying to your use of the Applican Services, together with our Terms and Conditions. We may inspect your Applican Account for any reason, including to investigate any alleged breach of these Terms and Conditions or any third party complaints.
7 Using the Applican Services – Restricted Activities
7.1 Notwithstanding any limitations described elsewhere in these Terms and Conditions, we may, where reasonably necessary to protect you or us or otherwise to comply with Applicable Laws, establish general practices and limits concerning use of the Applican Services.
7.2 We treat the following matters as “Restricted Activities”, that is, if you:
(a) use the Applican Services (or we reasonably suspect that you have used or will use the Applican Services) for any illegal purposes or in breach of an Applicable Law which impacts us or your (and any third party’s) use of the Applican Services;
(b) pose an unacceptable form of liability to us and/or our Users (as we may reasonably determine, based on evidence);
(c) provide false, incomplete, inaccurate, or misleading information which is not merely trivial (including any information as part of the Applican Account registration process);
(d) harvest or otherwise collect or use information about others, including e-mail addresses and/or telephone numbers, without their explicit consent and compliance with Applicable Law;
(e) post or transmit material or otherwise use the Applican Services that is, or is complained of as, infringing the Intellectual Property Rights or other rights of others;
(f) post or transmit material or otherwise use the Applican Services that is, or is complained of as, infringing the rights of privacy of others;
(g) post or transmit any material or otherwise use the Applican Services that is, or is likely to be considered to be unlawful, obscene, promoting illegal activity or terrorism, defamatory, libellous, threatening, harassing, abusive, derogatory, invasive of privacy or publicity rights, fraudulent or tortious, vulgar, intimidating, profane, scandalous, pornographic, indecent, bigoted or hateful, embarrassing to any other person or otherwise objectionable as determined by us in our sole discretion (acting reasonably);
(h) post or transmit any material or content on or through the Applican Services that expresses or implies that any statements you make are endorsed by us, without our prior written consent;
(i) use the Applican Services to defame, abuse, stalk, threaten or otherwise violate the legal rights of others or for any fraudulent purpose;
(j) reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Applican Services, not expressly permitted by us;
(k) create a database by systematically downloading and storing the Applican Services content, not expressly permitted by us;
(l) frame or mirror any part of the Applican Services without our prior written consent;
(m) interfere with or disrupt the operation of the Applican Services or the servers or networks used to make the Applican Services available; or violate any requirements, procedures, policies or regulations of such networks;
(n) modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Applican Services;
(o) remove any copyright, trademark or other proprietary rights notice from the Applican Services or materials originating from the Applican Services;
(p) post, transmit or otherwise allow any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Applican Services (including their contents);
(q) engage in any other conduct that restricts or inhibits any other person from using or enjoying the Applican Services (which is not merely trivial), or which, in our reasonable opinion, exposes us to any liability or detriment of any type;
(r) post or transmit any files containing viruses, software or other materials that contain so-called viruses, worms, time bombs, Trojan horses, other harmful or disruptive component or other harmful computer code; and/or
(s) engage in, or encourage or provide instructional materials relating to, any activity on the Applican Services that restricts or inhibits any other user from using or enjoying the Applican Services such as ’’hacking,” ’’cracking,” ’’spoofing,” or defacing any portion of the Applican Platforms.
7.3 You agree not to conduct any Restricted Activities. If you conduct or attempt to conduct any Restricted Activities, or if we reasonably believe, based on our actual or suspected knowledge backed by evidence, that you may have conducted any Restricted Activities, or that the security of your use of the Applican Services (including your Applican Account and/or your security credentials) has been compromised, then we reserve the right to:
(a) close or suspend your Applican Account and/or use of the Applican Services;
(b) edit, modify, or refuse to post any content and/or to provide access to certain Applican Services associated with any Restricted Activity;
(c) report the activity and any other relevant information about you and your use of the Applican Services (including your Applican Account data and your Personal Data) to a regulator, police or other law enforcement agency and/or government department or agency; and/or
(d) if appropriate, claim damages from you.
7.4 If we suspend your use of the Applican Services, we will attempt to notify you by e-mail. Suspension of your use of the Applican Services will not affect your rights and obligations pursuant to these Terms and Conditions arising before or after such suspension or with respect to any non-terminated Applican Services.
7.5 You agree to co-operate with us, as we may reasonably require, to investigate any Restricted Activity related to your use of the Applican Services.
8 Using the Applican Services – your safe use of the Applican Services
8.1 As part of the Applican Account opening process, you will provide your e-mail address and password or credentials that may be used to enable access to, or use of, the Applican Services.
8.2 It is your responsibility to keep such credentials, together with any Mobile Device, safe, secure and within your control. Your credentials must not be shared with any other party. If you do grant access to your credentials or the Applican Services to any other person, then you are solely responsible for all actions and omissions such other person may carry out.
8.3 You must also take all reasonable care to ensure that your e-mail account is secure and only accessed by you as your e-mail address may be used to reset passwords or to communicate with you about the security of your Applican Account. In case the e-mail address registered with your Applican Account is compromised, you should without undue delay after becoming aware of this contact us and also contact your e-mail service provider.
8.4 If you have any indication or suspicion that your Applican Account, Mobile Device, login details, the Applican App, and/or your credentials have been lost, stolen, misappropriated, used without authorisation or otherwise compromised, you are you should contact us immediately.
8.5 We may (but are not obliged to) suspend your Applican Account or otherwise restrict its functionality on reasonable grounds relating to the security of the Applican Account or any of its security features (including your credentials) if we reasonably suspect that an unauthorised or fraudulent use of your Applican Account and/or Mobile Device has occurred or that any of its security features have been compromised. We will notify you of any suspension or restriction and of the reasons for such suspension or restriction in advance or, where we are unable to do so, immediately after the suspension or restriction has been imposed (unless notifying you would be unlawful or compromise our reasonable security interests). We will lift the suspension and/or the restriction as soon as practicable after the reasons for the suspension and/or restriction have ceased to exist.
8.6 While we try to make sure that the Applican Platforms are secure, we cannot guarantee the security of any information that you supply to us and, therefore, we cannot guarantee that it will be kept confidential.
9 Termination of all or part of the Applican Services
9.1 If you are a Contractor, you may terminate your right to receive the Applican Timesheet Management Solution by providing us with at least 30 days’ notice, with such notice not to be served earlier than 30 days after the commencement of the Applican Timesheet Management Solution. If you wish to cease to receive other Applican Services you can close your Applican Account, subject to the payment of any applicable subscription fees to the end of the month in which the termination takes effect.
9.2 In addition to the other rights to suspend and terminate the Applican Services as set out in these Terms and Conditions, we reserve the right to suspend or terminate your Applican Account or terminate these Terms and Conditions at any time, at our convenience, upon serving at least 30 days prior written notice to you. You will not be liable to pay the Fees during your period of suspension (although you will remain liable to pay for any Timesheet Hardware which has been supplied to you, notwithstanding the suspension).
9.3 In addition, we may terminate your right to receive the Applican Timesheet Management Solution on providing you with at least 30 days’ notice, with such notice not to be served earlier than 30 days after the commencement of the Applican Timesheet Management Solution.
10 Following the closure of a Applican Account
10.1 If your Applican Account is closed and/or these Terms and Conditions are terminated, you agree:
(a) to immediately stop using the Applican Services;
(b) that the licences provided by us under these Terms and Conditions shall end;
(c) that we reserve the right (but have no obligation) to delete all your information and account data stored on our systems and servers;
(d) that materials and data relating to your Applican Account may persist and continue to appear within the Applican Platforms (such as content that may be shared with others Users); and
(e) that we shall not be liable to you or any third party for termination of access to the Applican Platforms or for deletion of your information or account data.
10.2 Any provision that is reasonably necessary to accomplish or enforce the purpose of these Terms and Conditions after this agreement has ended shall survive and remain in effect in accordance with their terms upon the termination of these Terms and Conditions.
11 Applican’s liability and important disclaimers
11.1 We warrant that we will provide the Applican Services to you with reasonable skill and care. In addition, we warrant that the Timesheet Hardware will be free from material manufacturing defects for a period of 12 months following your receipt of such hardware. We do not provide any other warranty relating to the Applican Services or the Timesheet Hardware and all other implied terms, warranties or conditions which may otherwise be implied into these Terms and Conditions or the relationship between us (whether implied by statute or otherwise) are hereby excluded to the extent permitted by law.
11.2 While we will aim to maintain an uninterrupted service through the Applican Platforms, the Applican Platforms are provided on an “as is” basis and we do not promise that your access to the Applican Platforms will be delivered uninterrupted, securely, in a timely manner or error-free, or that the Applican Platforms will be free from viruses or other harmful properties.
11.3 We accept no responsibility for any relationship, dealings, contracts or other association between Users directly, or between Users and any third parties. We accept no responsibility for (and herby disclaim all liability for) the performance of any services provided by any User. We are not a party to any contracts between Users directly, or between Users and any third parties. You are solely responsible and liable for (and we shall not be responsible or liable for) your communications, contracts, agreements, arrangements and/or disputes with and/or entered into with any other Users or any third parties.
11.4 Subject to Clause 11.10, and except as described in Clause 11.1, in addition to any other disclaimer or qualification set out in these Terms and Conditions, we hereby exclude all liability for:
(a) the quality, completeness, usefulness, accuracy, reliability, integrity or legality of any information provided by or made available using the Applican Services or the content of the Third Party Database;
(b) the safety, quality, accuracy, reliability, integrity or legality of any goods and/or services offered by a User (whether via the Applican Platforms or otherwise);
(c) the performance of services by any User; and
(d) any property damage, death or injury to any User or any third party, whether caused by the acts or omissions or any User or otherwise.
11.5 You agree to indemnify us against any and all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with:
(a) any breach by you of these Terms and Conditions;
(b) any claim made against us by a third party arising out of or in connection with your performance (or failure to perform) any services, whether or not related to the Applican Services; and
(c) any damage to property, death or personal injury caused by you.
11.6 From time to time, we may carry out maintenance of the Applican Services which may result in certain parts of the Applican Services becoming unavailable. We are not liable to you for the unavailability of the Applican Services while we carry out any maintenance of the Applican Services.
11.7 It is your responsibility to implement satisfactory safeguards and procedures to make sure any files or other information you obtain or submit through the Applican Platforms are free from such contaminations or other harmful properties.
11.8 Subject to Clause 11.10 below, we shall not be liable or responsible to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for:
(a) any indirect and consequential loss or for any loss of profit, loss of revenue, loss of business, loss of goodwill, reputational damage or loss, business interruption, or loss of business opportunity; or
(b) any loss or damage which arises out of or in connection with the use of the Applican Services or Applican Platform or reliance on any User Content or any information provided by the Applican Platforms or Service in relation to the User Content (including any information as to qualifications held by Operatives).
11.10 Nothing in these Terms and Conditions shall limit or exclude our liability for:
(a) death or personal injury resulting from our negligence;
(b) fraud or fraudulent misrepresentation; and
(c) any other liability that cannot be excluded or limited by English law.
11.11 We will not be liable or responsible for any losses you may incur that were not our fault or were because of any failure by us to perform (in part or full), or delay in performance of, any of our obligations under these Terms and Conditions that is caused by an event or circumstance beyond our reasonable control including, but not limited to, strikes, lock-outs or other industrial disputes; breakdown of systems or network access; or flood, fire, explosion, accident or our compliance with any applicable law.
12 Compensation which you may owe us
12.1 You promise that you will pay, immediately owe and be liable to us for an amount equal to our losses, claims, demands, expense or other liability arising from or related to:
(b) disputes or litigation caused by your actions or omissions;
(c) any claim we receive from a third party (including, but not limited to another User) relating to any services provided by you, whether or not those services have been provided in relation to the Applican Platform; and/or
(d) your negligence or violation or alleged violation of Applicable Laws or rights of a third party.
12.2 In no event shall you enter into any settlement or like agreement with any party that affects our rights or binds us in any way, without our prior written consent.
13 Amendments to these Terms and Conditions
No changes to these Terms and Conditions are valid or have any effect unless agreed by us in writing, subject to the following. We reserve the right to vary these Terms and Conditions from time to time. Our updated terms will be displayed on the Applican Platforms and by continuing to use and access the Applican Services following such changes, you agree to be bound by any variation made by us. It is your responsibility to check these Terms and Conditions from time to time to verify such variations.
14 Hyperlinks and third party sites
The Applican Platforms may contain hyperlinks or references to third party websites or apps other than the Applican Platforms. Any such hyperlinks or references are provided for your convenience only. We have no control over third party websites or apps and accept no legal responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third party website or app does not mean that we endorse that third party’s website, app, products or services. Your use of a third party site or app may be governed by the terms and conditions of that third party site or app.
15 Protection of Intellectual Property Rights
15.1 The Applican Services and all Intellectual Property Rights in them are owned by us, our licensors or both (as applicable). We and our licensors reserve all of our and their rights in any intellectual property in connection with these Terms and Conditions. This means, for example, that we and they remain owners of such rights and are free to use them as we and they see fit even following termination of these Terms and Conditions.
15.2 Nothing in these Terms and Conditions grants you any legal rights in the Applican Services other than as necessary to enable you to access the Applican Services. You agree not to adjust to try to circumvent or delete any notices contained on the Applican Platforms (including any intellectual property notices) and in particular in any digital rights or other security technology embedded or contained within the Applican Platforms.
15.3 The use of any trademarks on the Applican Platforms is strictly prohibited unless you have our prior written permission.
16 Making complaints
In the event of any dispute or difference or claim howsoever arising between you and us in connection with or in relation to these Terms and Conditions, including any dispute regarding the existence, validity or termination of these Terms and Conditions, you should in the first instance contact the Customer Care Team by e-mail to email@example.com. We aim to respond to any complaint or dispute as quickly as possible and with a view to finding a satisfactory solution.
17 Other important terms
17.1 Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of these Terms and Conditions shall be interpreted by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms and Conditions shall otherwise remain in full force and effect and remain enforceable between the parties.
17.2 We are an independent contractor for all purposes when carrying out our obligations under these Terms and Conditions. Nothing in these Terms and Conditions is intended to, or shall be deemed to,
establish any other kind of legal relationship including: partnership, agency, trustee, fiduciary duty, joint venture or any other form of legal association between us.
17.3 These Terms and Conditions and the benefit of the rights, obligations and licences granted under these Terms and Conditions may not be transferred (or as in known in legal terms, “assigned”) by you without our prior written consent. However, these Terms and Conditions and the benefit of the rights, obligations and licences granted to us under these Terms and Conditions shall be freely transferrable (assignable) by us. If you object to us transferring (assigning) these Terms and Conditions you may close your Applican Account as set out above.
17.4 No one other than a party to these Terms and Conditions has any right to enforce any of these Terms and Conditions.
17.5 In the event of a conflict between these Terms and Conditions and any other Applican agreement or policy, these Terms and Conditions shall prevail on the subject matter of these Terms and Conditions.
17.6 These Terms and Conditions do not limit any rights that we may have under trade secret, copyright, patent, or other laws. Our failure to assert any right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision.
17.7 If any provision of these Terms and Conditions is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law.
17.8 Use of the word “including” in these Terms and Conditions, should also include the words “without limitation” immediately following the word “including”. Words in the singular include the plural and those in the plural include the singular. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment, and includes any subordinate legislation for the time being in force made under it.
17.9 These Terms and Conditions are governed by English law. This means that these Terms and Conditions and any dispute or claim arising out of or in connection with them will be governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction.
17.10 The information provided within the Applican Platforms is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Applican Platforms or any portion of them, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that we provide.