Service Terms & Conditions
Please read these Terms of Service carefully before installing, accessing, or otherwise using our Services and please maintain a copy for your records.
This Agreement is between 3rd Avenue Ltd, (3rd Avenue) a United Kingdom Limited Liability business whos registration number is 04664932 and you (You) who are either:
(i) the individual or legal entity testing or subscribing or purchasing or authorising use of 3rd Avenue Ltd’s Adeveam information system, Time2Focus on-line workshops and other related services (Services) under this Agreement (Customer); or as the case may be
(ii) the individual accessing or using any of the Services (User)
1. Services
Customer may purchase the service by executing a contract setting forth the applicable service period (Term) subject to the terms and conditions of this Agreement.
1.1. The services are for customer use only, and not for the purpose of redistribution or resale of the services to third party individuals and/or entities.
1.2. Each Contract will be subject to this master agreement, notwithstanding any inconsistent or additional provisions contained therein.
1.3. The application of this master agreement is automatic and unvariable without the express contrary agreement of both parties.
1.4. Contracts will be governed only by the terms and conditions of this Agreement and any different or additional terms in any other document are deemed inapplicable.
1.5. No Agreement or Contract is binding unless or until it is accepted by 3rd Avenue Ltd in writing.
1.6. Customer shall provide all user information reasonably necessary to enable 3rd Avenue Ltd to create a profile for the system administrator to administer the services provided.
1.7. During the Term of this Agreement the customer is responsible for updating 3rd Avenue any and all information related to accounts in its main Customer account.
2. Term
2.1. The term of this agreement commences on the date as set forth in the contract.
2.2. The agreement and any associated contract shall continue and renew automatically at the end of the renewal period, unless either party notifies the other of its intent to terminate this agreement by providing the other party written notice of termination at least thirty (30) days prior to the end of any term of the agreement or of any service period or immediately, in 3rd Avenue sole discretion, if customer breaches the agreement.
2.3. Customer shall pay any related upgrade charges to bring their account to the requested new requirement.
2.4. Except as explicitly permitted by this agreement, you’re agreeing to maintain service with us for your minimum term plus any additional time required by any of the promotions you accept. (Periods of suspension of Service do not count towards these requirements).
2.5. If at any time you change your Service (by accepting a promotion, increasing the number of seats under your Adeveam agreement, for example) you’ll be subject to any requirements, such as a new minimum term, we set for that change.
2.6. A minimum 30 days notice, in writing, to cancel or pause your account with fees still being due during the notice period.
2.7. You may elect to pay for a full year of service up front.
2.8. You may give us notice to cancel at any time during your paid term without an early cancellation or termination fee, however, any payments received or planned for services partly used is non-refundable.
2.9. Upon the effective date of any termination, you relinquish all rights granted under this agreement.
2.10. Your service is subject to our business policies, practices, and procedures, which we can change at any time without notice.
2.11. We can change prices and any other terms in this agreement at any time by giving you written notice prior to the billing period in which the changes would go into effect. If you choose to use your service after that point, you’re accepting the changes. If the changes have a material adverse effect on you, however, you can end the affected service, without any early cancellation fee or termination fee, just by writing to us within 30 days after the first bill when the changes go into effect.
3. Payments and Amendments
3.1. 3rd Avenue reserves the right to suspend or terminate the service fourteen (14) days after the due date of a correctly rendered and non-contested invoice in the event that customer fails to pay 3rd Avenue by the due date. 3rd Avenue may change the fees and charges then in effect, or add new fees or charges, whenever Contract renews, with thirty (30) days notice.
3.2. Customer agrees to pay or have paid all fees and charges incurred in connection with Service (including any applicable taxes) at the rates in effect when the charges were incurred.
3.3. Customer is responsible for any fees or charges incurred to access service through an internet access provider or other third party service.
3.4. Periodic fees for the service as specified in the contract, will be billed prior to the commencement date of the initial period and at the start of each renewal period.
3.5. Payments are due prior to activation of the service.
3.6. All quotations are based on service functionality as of the date of quotation. Additions or changes or improvements to functionality can be requested.
3.7. 3rd Avenue are under no obligation to provide requested additions or changes or improvements but will assess and may, if applicable, quote to provide the extra functionality.
3.8. Additions or changes or improvement will require the client’s acceptance of any quoted for costs before work is commenced.
3.9. Fees based on extra services or otherwise associated with Customer’s actual usage will be charged during the next billing cycle following the month in which such fees were assessed.
3.10. 3rd Avenue reserves the right to discontinue or modify trial offers, coupons, credits and special promotional offers at 3rd Avenue sole discretion.
3.11. Initial hosting service fees are based on 5 concurrent users which includes 50mb of data storage. 3rd Avenue reserve the right to charge extra hosting fees if either indicator is exceeded.
3.12. You can cancel at any time without penalty, however, payments are non-refundable, regardless of term (monthly or annual) and other contracted to services, delivered either in full of part, are payable in full.
4. Ownership of Software, Services, and Marks
4.1. The software and services are licensed, not sold, solely for use under the terms of this Agreement.
4.2. 3rd Avenue and the other affiliated entities retain all right, title, and interest, including all intellectual property rights, relating to or embodied in the software and services, including without limitation all technology, software, and copies relating to the Software and Services.
4.3. All graphics, logos, service marks, and trade names, including third-party names, product names, and brand names relating to the software and services are the trademarks of 3rd Avenue or the other affiliated entities.
4.4. You are prohibited from using any marks without the prior written permission of 3rd Avenue or the applicable affiliated entities.
4.5. 3rd Avenue reserves all rights not expressly granted in this agreement.
5. Use of Customer Name
5.1. Customer agrees that 3rd Avenue, may use customer’s name and logo in advertisements, other promotional material and 3rd Avenue website, upon prior written approval for such use by customer.
5.2. Customer agrees not to unreasonably withhold such approval.
6. Use and Delivery of Services
6.1. Customer is responsible for maintaining the confidentiality of user accounts and passwords, which includes logged on screens being left unattended, incorrect logging out, service accessed from known trusted locations, browsers not storing passwords, laptops not being shared, passwords and logins not being shared and all other security breaches applying to user negligence.
6.2. Customer agrees to immediately notify 3rd Avenue of any unauthorised use of customer account of which customer becomes aware. Otherwise, all guarantees as to service and performance given by 3rd Avenue Ltd to the customer shall be suspended.
6.3. The right to use the service is limited only to the customer and their employed users which includes those employed members of staff and others engaged by the customer to perform work for the customer.
6.4. Violations of system or network security are prohibited, and may result in criminal and civil liability. 3rd Avenue will investigate incidents involving such violations and may involve and will cooperate with law enforcement if a criminal violation is suspected.
6.5. Examples of system or network security violations include, without limitation, the following:
6.5.1. Unauthorised access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorisation of the owner of the system or network.
6.5.2. Unauthorised monitoring of data or traffic on any network or system without express authorisation of the owner of the system or network.
6.5.3. Interference with service to any user, host or network including, without limitation, mail bombing, flooding, deliberate attempts to overload a system and broadcast attacks.
6.5.4. Forging of any TCP-IP packet header or any part of the header information in an email or a newsgroup posting.
6.6. Services may be used only for lawful purposes. Transmission, distribution or storage of any material in violation of any applicable law or regulation is prohibited. This includes, without limitation, material protected by copyright, trademark, trade secret or other intellectual property right used without proper authorisation, and material that is obscene, defamatory, constitutes an illegal threat, or violates export control laws.
6.7. The customer warrants 3rd Avenue that all data will be held and maintained in-line with the Data Protection Laws. It is the responsibility of the customer to be knowledgeable about the requirements of Data Protection law, procedures, processes and liabilities.
6.8. 3rd Avenue may store recorded training or support sessions on its servers. Recordings are not downloadable and 3rd Avenue will delete recorded sessions when a customer cancels his/her account when all services have been fully paid for.
7. Warranty
7.1. 3rd Avenue’s exclusive warranty is that, services will be provided in a professional and workmanlike manner and will conform to 3rd Avenue’s applicable specifications.
7.2. 3rd Avenue does not warrant that the operation of service will be uninterrupted or error free. This warranty extends only to the customer, and may not be assigned to a third party.
7.3. 3rd Avenue’s express warranty is contingent upon the proper use of the service in accordance with 3rd Avenue’s specifications and instructions.
7.4. The warranty does not apply to service failure due to:
7.4.1. Disaster, accident or misuse by customer
7.4.2. Failure or defect of electrical power or external circuitry
7.4.3. Customer’s inability or difficulty to connect to the internet
7.5. There are no warranties, express or implied, by operation of law or otherwise, of services sold or furnished under this agreement or in connection herewith.
7.6. 3rd Avenue disclaims all implied warranties of merchantability and fitness for a particular purpose.
7.7. 3rd Avenue express warranties will not be enlarged, diminished or affected by, and no obligation or liability will arise out of, 3rd Avenue rendering technical or other advice in connection with the service.
7.8. In no event will 3rd Avenue be liable for any delay in furnishing services.
7.9. 3rd Avenue does not warrant that the software or service will achieve specific results.
8. Support
8.1. Unless otherwise provided in any service description, support will be provided during the term from 10:00 a.m. through 4:00 p.m. by email, telephone or the web, Monday through Friday, exclusive of national holidays, 3rd Avenue planned holidays, which is subject to change in 3rd Avenue sole discretion with notice.
9. Indemnity
9.1. You agree to defend, indemnify, and hold harmless each of the affiliated entities from and against any and all claims, liabilities, damages, and/or costs (including, but not limited to, fees, costs and other expenses of any legal representative and expert witnesses) arising out of or related to the software or services (including without limitation, any person accessing the services using your password or access key), any actual or alleged violation of this agreement or applicable law, or any actual or alleged infringement or violation by you or any person accessing the services using your password or access key of any intellectual property or privacy or other right of any person or entity.
10. Limitation of Liability
10.1. Neither 3rd Avenue nor any of its members, directors, employees or other representatives will be liable for damages arising out of or in connection with the use of this service or any information, products or services contained herein, which includes, without limitation, the materials, even if advised of the possibility thereof.
10.2. This is a comprehensive limitation of liability, without limitation, indirect, special and consequential damages, loss of data , income, profit or goodwill, loss of or damage and claims of third parties.
10.3. You have sole responsibility for adequate protection and backup of data and /or equipment used in connection with the site and will not make any claim against 3rd Avenue Ltd for lost data , re- run time, inaccurate input or output, work delays or lost profits/income resulting from the use of the materials.
10.4. No limitation as to damages for personal injury is hereby intended.
10.5. The contents of this service, including, without limitation, the materials, are provided “as is,” and 3rd Avenue makes no representations or warranties, express or implied, of any kind with respect to this service or its contents.
10.6. 3rd Avenue disclaims all representations and warranties, including, without limitation, warranties of merchantability, fitness for a particular purpose, title and non-infringement.
10.7. 3rd Avenue does not represent or warrant that the information accessible via this service is accurate, complete or current.
10.8. This service could contain typographical errors or technical inaccuracies.
10.9. 3rd Avenue reserves the right to add to, change or delete its content or any part thereof without notice.
10.10. Any price or availability information is subject to change without notice.
10.11. This service may contain information provided by third parties, which includes, without limitation, the documents, software and services. 3rd Avenue make no representation or warranty regarding the accuracy, truth, quality, suitability or reliability of such information. 3rd Avenue is not responsible for any errors, omissions, or inaccuracies contained in any information provide by such third parties.
10.12. Copyright holders will not be liable for any direct, indirect, special or consequential damages, loss of data, income, profit or goodwill or damage to property arising out of any use of the materials or performance or implementation of the contents thereof.
11. Force Majeure
11.1. 3rd Avenue shall not be held responsible for any delay or failure in performance of any part of this agreement to the extent such delay or failure is caused by fire, flood, explosion, earthquake, war, strike, embargo, government requirement, civil or military authority, act of God, internet traffic congestion, or other similar causes beyond its control and without the fault of negligence of 3rd Avenue or its subcontractors.
12. Restrictions
12.1. You agree not to reverse engineer, decompile, disassemble, translate, or attempt to learn the source code of the software or services.
12.2. Unless expressly set forth herein, you may not use, copy, modify, create derivative works of, distribute, sell, assign, pledge, sub-license, lease, loan, rent, time-share, deliver, or otherwise transfer, directly or indirectly, the software (in whole or in part) or any rights in the services.
12.3. You may not remove from the software or services, or alter or add, any marks or copyright notices or other proprietary rights markings.
12.4. If you are not an employee, independent contractor, or invitee of a customer, you are not authorised to install or otherwise use the software or services.
13. Scheduled Downtime; No Training or Technical Support
13.1. Scheduled maintenance for the site is ad-hoc but 3rd Avenue and its sub-contractors will endeavour to complete such maintenance to least inconvenience the Customer.
13.2. During the time the Services are not available for use 3rd Avenue has no obligation under the terms of this agreement to provide support or maintenance services in connection with the software or services.
14. Updates; Applicable Terms and Authorisation for Auto Updates
14.1. 3rd Avenue may, in its sole discretion, provide, and this agreement applies to, all updates, supplements, add-on components, features, or other functionality or messages related thereto, including without limitation alterations of functionality, features, storage, security, availability, content, and other information relating to the software or services (collectively, updates) that 3rd Avenue may provide or make available generally to its customers after the date that services commence, subject to any additional terms and conditions provided by 3rd Avenue applicable to such updates.
14.2. You hereby authorise 3rd Avenue to, and agree that 3rd Avenue may, in accordance with 3rd Avenue standards and operating procedures, automatically and in good faith transmit, access, install, and otherwise provide updates to the software upon your access to the service or software without further notice or need for consent.
14.3. 3rd Avenue has no obligation to, and nothing in this Agreement may be construed to require 3rd Avenue, to create, provide, or install updates.
15. Notice Regarding Recording And Privacy Features
15.1. You agree to comply with all applicable laws and to obtain all necessary consents and make all necessary disclosures before using the software and/or services and/or features.
15.2. Our Privacy Policy forms a part of these Terms and Conditions including without limitation regarding the collection, use, and sharing of personal information provided in connection with the use of such services, which you should read carefully before using such services.
15.3. 3rd Avenue privacy statement may be found on 3rd Avenue website.
16. Limited Purpose Access to Content
16.1. You acknowledge that the services are provided by automated means (e.g., uploading content via the applicable software tools) and that 3rd Avenue personnel will not access or view any content, except as permitted under the Privacy Policy or as otherwise necessary to perform the support of services or training, including but not limited to the following:
16.1.1. if during a Services interruption as necessary to restore the applicable content at your request;
16.1.2. as deemed necessary or advisable by 3rd Avenue in good faith to conform to legal requirements or comply with legal process.
17. Representations and Warranties About Content
17.1. You represent and warrant that you are the owner or authorised licensee of any and all content and will not publish, post, upload, record, or otherwise distribute or transmit content that:
17.1.1. infringes or would infringe any copyright, patent, trademark, trade secret, or other proprietary right of any party, or any rights of publicity or privacy of any party;
17.1.2. violates any law, statute, ordinance, or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising);
17.1.3. is inappropriate, profane, defamatory, libellous, obscene, indecent, threatening, harassing, or otherwise unlawful;
17.1.4. is harmful to minors or otherwise pornographic;
17.1.5. contains any viruses, Trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software, data, or programs that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, personal information, or property of another; or
17.1.6. is materially false, misleading, or inaccurate.
18. Use Restrictions
18.1. Use the services in connection with chain letters, junk mail, contests, pyramid schemes, spamming or any duplicative or unsolicited messages, or any use of distribution lists to any person who has not given specific permission to be included in such a process (commercial or otherwise);
18.2. Use the icons provided by 3rd Avenue for purposes other than connecting to the collaboration service provided by 3rd Avenue;
18.3. Harvest or otherwise collect information about others, including e-mail addresses, without their express consent;
18.4. Use, download, or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of 3rd Avenue users or other user or usage information or any portion thereof other than in the context of use of the services as permitted under the agreement;
18.5. Interfere with any other party’s use and enjoyment of the services or otherwise use the services in any manner that could damage, disable, overburden, impair, or otherwise interfere with or disrupt the site or Services or any networks connected to the Services;
18.6. Attempt to gain unauthorised access to the services, other accounts, computer systems, or networks connected to the services, through password mining or any other means;
18.7. Rent, lease, grant a security interest in, or otherwise transfer any rights to use the services under this agreement;
18.8. Reverse-engineer, modify, decompile, disassemble, translate, or otherwise attempt to derive or view source code from any part of the software or the services;
18.9. Defraud, defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
18.10. Upload, or otherwise make available, files that contain images, photographs, software, or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same;
18.11. Upload files that contain viruses, Trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar information that may damage the operation of another’s computer or property or information;
18.12. Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations, or labels of the origin or source of software or other material contained in a file that is uploaded.
19. Export Restrictions
19.1. You acknowledge and agree that the Materials are subject to the Laws and Regulations of the United Kingdom.
19.2. You agree that none of the materials, nor any direct product therefrom, is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, unless authorised by the United Kingdom Government.
19.3. You agree to comply strictly with all UK export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
20. General
20.1. Customer will not assign or transfer any part or all of this agreement or any of customer’s rights or obligations hereunder without the prior written consent of 3rd Avenue.
20.2. A business organisation’s use of the service under this agreement does not extend automatically to any subsidiary or affiliate of yours unless 3rd Avenue has agreed to that in writing. Subsidiaries/affiliates must obtain their own licenses for the service separately.
20.3. Either party’s failure to enforce any provision of this agreement will not be deemed a waiver of that provision or of the right to enforce it in the future.
20.4. This agreement will be governed by the laws of The United Kingdom.
20.5. This agreement is written in the English language. You waive any rights you may have under the law of your country or province to have this agreement written in any other language.
20.6. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.
20.7. This agreement, together with any amendment, attachment or exhibit expressly made a part hereof and signed by both parties, is the exclusive statement of the agreement between the parties, superseding all communications, proposals or prior agreements, oral or written relating to this subject matter.
21. Links to Third Party Sites.
21.1. Any other web sites that are accessible via any link on this site are not under the control of 3rd Avenue.
21.2. 3rd Avenue is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to the information contained in such sites.
21.3. 3rd Avenue provides the linked sites to you only as a convenience and the inclusions of any such link on the site does not imply 3rd Avenue’s endorsement of the site, the organisation operating such site, nor any products or services of that organisation.
21.4. Your linking to any off-site pages or other sites is entirely at your own risk.
22. Customer web sites integration with the Adeveam service offering.
22.1. Customers may choose to integrate their web site with the services but in doing so accept these Service Terms & Conditions and Privacy Policy.
22.2. Icons provided by 3rd Avenue may only be used in conjunction with these Services.
23. Amendments.
23.1. 3rd Avenue may, at any time, amend the provisions of this agreement and/or the Privacy Policy, and you may accept the amended provisions in the manner indicated in the amendment notice as communicated by 3rd Avenue.
23.2. Any amendment proposed by you may only be accepted by 3rd Avenue in a non-electronic writing manually signed by authorised representatives of the parties.
23.3. Notwithstanding anything in this section to the contrary, if 3rd Avenue posts amended terms on the site, such terms will automatically become effective ten (10) days after they are posted on the site.
23.4. By using the software or the services after such revised terms are posted, you agree to be bound by any such amended provisions. Therefore, you agree to periodically visit the Site to examine the then-current Agreement (including the Privacy Policy).
Definitions
Affiliated Entities means 3rd Avenue Ltd, and any licensor’s and suppliers providing any part of the Software and/or Services; and all subsidiaries, affiliates, officers, employees, consultants, and agents of any of the foregoing.
Content means all data, text, images, sounds, computer programs, and any other information, including without limitation everything that is uploaded by or for you in connection with your use of the Services including without limitation photographs, caricatures, data, documents, illustrations, designs, icons, articles, audio clips, trademarks, logos, and video clips.
Contract means the length of contract, payment type, and number of seats purchased for use of the Service.
Service(s) means the website, services, demonstrations, and presentation of collaboration services or other related services acquired by a Customer as described in the applicable order for such services accepted by 3rd Avenue Ltd and placed with 3rd Avenue Ltd directly or via an authorised reseller.
Site means http://www.3rdavenue.co.uk or http://www.adeveam.co.uk or http://www.time2focus.co.uk or any successor or parallel web site designed and used by 3rd Avenue Ltd to promote or extend Services via.
Software means the software and all associated documentation and other materials provided to you by 3rd Avenue Ltd for accessing the Services.
Subscriber means authorised User account with login and password, set up by the Customer.
Seat means a PC (personal computer) connected to the Adeveam service. Seats are licensed by concurrent user.
Term means the duration of this Agreement commencing with the earliest of:
(i) the date that 3rd Avenue Ltd accepts your order for Services, or
(ii) that you first access or use the Services, or that you install the Software, and continuing until the end of the applicable Services period as designated by 3rd Avenue Ltd, subject to earlier termination in accordance with this Agreement.
Last Updated: 5th February 2016
