General Terms and Conditions of Use
These Digital Control Room Limited (“DCR“) General Terms and Conditions of Use (“Terms”) apply to and govern all access to and use of this website, the related services (“Services”), software used to provide the Services (“Software”) and all related information, materials, products available through the Services (“Service Outputs”) provided by DCR to end users of the Services (“Users”).
By using the Services, you are agreeing to these Terms. Please read them carefully.
When used in these Terms, the terms “we”, “us”, “our” and “ours” refer to DCR, and the terms “you”, “your” “yours” “they” and “theirs” refer to any User(s).
By accessing the Services, you agree to these Terms which form a legally binding agreement. If you do not agree, please do not use the Services. These Terms control the relationship between DCR and you. They do not create any third party beneficiary rights.
For Users using the Services on behalf of a company with which DCR has established a contract that governs the Services, the terms and conditions of that contract will supersede any conflict between these Terms and that contract.
We may modify these Terms to, for example, reflect changes to the law and or the Services. You should look at these Terms regularly. Changes will not apply retroactively and will become effective no sooner than fourteen days after they are posted. However, changes addressing new functions for the Services or changes made for legal reasons will be effective immediately.
Subject in all cases to these Terms and in consideration of the amounts paid for the Services, we hereby grant you a personal, revocable, non-exclusive, non-transferable right to use the Services and the Software (the “Usage Rights”) as needed for you to receive the Services. The Usage Rights shall remain in effect during the applicable subscription term and any renewal terms established in your service order for the Services.
You may not, directly, indirectly, alone, or with another party: (a) copy, disassemble, reverse engineer, or decompile the Software; (b) modify, alter, create derivative works based upon, or translate the Software; (c) without DCR’s prior written approval, provide access to the Services or the Software to any third party; nor (d) license, sell, rent, lease, transfer, grant any rights in or otherwise commercially exploit the Services or the Software in a manner that is contrary to these Terms.
All Users must:
(a) make their own independent and professional evaluation and determination (using their own legal and regulatory advisors) regarding the extent to which the Services are sufficient and suitable for their use;
(b) maintain the security and confidentiality of all their usernames, passwords and other sensitive information, and notify us of any unauthorised access to or use of the Services; and
(c) notify us immediately if they have reasonable grounds for believing that there has been any unauthorised access to or use of the Services or any password or their account information is lost or stolen or any other known or suspected breach of security has taken place.
Representation and Exclusions of Warranties
We represent and warrant that we are the lawful owner or licensee of the Software and have all the necessary rights in the Software to grant the Usage Rights.
We are not and must not be relied on as a legal or regulatory advisory or consulting services firm. The Services do not constitute legal or compliance advice and appropriate advice should be taken for the specific circumstances of any User. The Services and we are not qualified, intended or in position to provide (and must not be relied on for the provision of) legal advice.
The Services are only capable of operating as tools to assist organisations in operating their compliance programs. The Services do not and cannot automatically or singularly generate compliance and may not be sufficient or appropriately structured or configured for all organisations. According, DCR does not represent, warrant or guarantee that the Services, Software or Service Outputs:
(a) are complete, sufficient or error-free;
(b) will produce a particular result; or
(c) adequately identify, address and explain every provision, derogation and
– interpretation of the applicable legal, regulatory (such as the GDPR), contractual,
– policy and other compliance requirements.
You are directly accountable and responsible for assessing, reviewing and configuring the Services and Service Outputs to ensure that they is suitable, complete and sufficient for your organisation.
No attorney-client relationship exists or will be formed between you DCR or any of our representatives.
Except as provided above, the Services, Software and Service Outputs are provided “AS IS”, without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose and non-infringement. In no event shall we or our licensors, partners or distributors be liable for any claim for direct, indirect, incidental, special, exemplary, or consequential damages or any other liability arising from, out of or in connection with the use of the Services, Software and Service Outputs, (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) even if advised of the possibility of such damage.
Intellectual Property Rights
You acknowledge that all DCR intellectual property, including all right, title and interest in the Services the Software the Service Outputs and the related processes, documentation, instructions, methods, techniques, technology and all related intellectual property rights are and shall remain the sole and exclusive property of DCR. Nothing in these Terms shall be construed to grant you or any third party any ownership in our intellectual property.
Third Party Content
Third party content may be used in connection with the the Services. Any such third party content and its access and/or use will be subject to the license terms of the applicable third party licence agreement and is for use only in connection with the Services.
To the fullest extent permitted by law, we exclude liability for any incidental, special, consequential or indirect damages of any kind and howsoever caused, even if we have been advised of the possibility of such damages, or those in respect of loss of business, revenue, profits, savings, goodwill or reputation; loss of operating time or use; or damage to or loss or corruption of data. For the avoidance of doubt we do not limit or exclude our liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.
We may suspend any of your access to or use of any portion or all of the Services immediately upon notice to you and without liability if we determine, in our sole discretion, that the access to or use of Services present a threat or issue such as: (a) a security risk (including any security risk to third parties); or (b) a circumstance or event that could cause adverse impact upon the Services or that may subject us or any associated companies, sub-contractors, suppliers, licensors, distributors or any third party to any liability.
We will be entitled to modify the Services (including changing or removing any features or functionality of the Services, changing or discontinuing any application programming interfaces) at any time without prior notice and without any liability to you, and will endeavour to minimise any material impact on the Services functionality or outputs.
If you have any questions regarding these Terms or any other matter, you may contact us in by writing to us at Digital Control Room Limited, Apex Plaza, Forbury Road, Reading, RG1 1AX, or by e-mail at email@example.com
Entire Agreement and Severability
These Terms constitute the complete and exclusive statement of the agreement between the you and us, and supersede all related proposals or prior agreements, oral and written, and all other communications (whether negligently or innocently made). If any provision of these Terms are found by any court to be invalid or unenforceable the invalidity or unenforceability of that provision will not affect the other provisions of these Terms and all provisions not affected by such invalidity or unenforceability will remain in full force and effect. Any invalid or unenforceable provision will be substituted with a valid or enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.
These Terms shall be construed in accordance with and governed by the laws of England and Wales without reference to conflict of law rules. The Courts of England shall have the exclusive jurisdiction in respect of any dispute, suit, action or proceedings which may arise out of or in connection with the Services or these Terms. The United Nations Convention for the International Sale of Goods shall not apply to these Terms. However, we retain the right to bring legal proceedings in any jurisdiction where we believe that infringement of these Terms taking place or originating.