PLEASE READ THESE LICENCE TERMS CAREFULLY
1. WHO WE ARE AND WHAT THIS AGREEMENT DOES
We OJE Technology Ltd of 294 Gray’s Inn Road, London WC1X 8DX license you to a monthly rolling contract to use:
a) Road XS of www.roadxs.com, the data supplied with the Software and any updates or supplements to it (“Software”); and
b) The service you connect to via the Software and the content we provide to you through it (“Service”) as permitted in these terms, and the terms of payment which you shall or have signed up to online.
2. YOUR PRIVACY
2.2 Please be aware that internet transmissions are never completely private or secure and that any message or information you send using the App or any Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
2.3 We may use your contact details to contact you at any time about current or future services.
3. OPERATING SYSTEM REQUIREMENTS
The Software is a web-based and requires both an up to date browser (preferences for which we will be made available from time to time on our website), hardware to run the same (depending on the circumstance the hardware required might be a mobile device) and an internet connection.
4. SUPPORT FOR THE SOFTWARE
4.1 If you want to learn more about the Software or the Service or have any problems using them please take a look at our support resources upon logging in to Road XS at help.roadxs.com (also accessible from the software).
4.3 You agree we may contact you by email, SMS, telephone or by pre-paid post, using the contact details you have provided to us.
5. HOW YOU MAY USE THE SOFTWARE
5.1 In return for your agreeing to comply with these terms you may:
a) view, use and display the Software and the Service on such devices required for the Software’s proper use for personal or business use (as notified by you at the time of purchase).
b) Provide access to as many employees, agents, contractors etc (in the case of a business use) as you have purchased licences for (where applicable).
c) receive and use any free supplementary update to the Software incorporating “patches” and corrections of errors as we may make available to you.
6. PAYMENT FOR THE SOFTWARE
a) Payment shall be made in accordance with the agreed terms of payment, which you shall or have signed up to online.
b) Where you have provided us with credit card details for automatic and or regular payments, we shall take payment from that card and you warrant that card is yours, shall remain active and in date (or otherwise that you will amend the details before expiry) and you are authorised to use it and indemnify us against any misuse of that card.
c) Where you pay on invoice, payments shall be made within 14 days of invoice.
d) Where payments are not made in accordance with these terms and conditions, interest shall accrue at a rate of 10% per annum.
e) Non payment in advance for whatever reason shall entitle us to terminate all licences you have with us.
7. YOUR LIABILITY
You shall ensure each of your employees, agents, contractors, or users of the software authorised by you or any agent of yours comply with these terms and conditions and you shall remain liable for all licences you purchase and the actions of each person to whom you allocate a licence and or login.
8. YOU MUST BE 18 TO ACCEPT THESE TERMS AND AGENCY
You must be 18 or over to accept these terms. By accepting these terms you warrant an represent that you are authorised to bind yourself, the person or corporate entity for whom you are purchasing access to the Software and Services, and bind yourself and them to these terms and conditions.
9. YOU MAY NOT TRANSFER THE SOFTWARE TO SOMEONE ELSE
We are giving you personally the right to use the Software and the Service as set out above at “How You May use the Software”. You may not otherwise transfer the Software or the Service to someone else, whether for money, for anything else or for free. If you sell any device on which the Software is installed, you must remove the Software from it.
10. CHANGES TO THESE TERMS
10.1 We may need to change these terms to reflect changes in law or best practice or to deal with additional features which we introduce.
10.2 We will give you at least fourteen (14) days’ notice of any change by sending you an e-mail with details of the change or notifying you of a change when you next start the Software.
10.3 If you do not accept the notified changes you will not be permitted to continue to use the Software and the Service.
11. UPDATES TO THE SOFTWARE AND CHANGES TO THE SERVICE
11.1 From time to time we may automatically update the Software and change the Service to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively we may ask you to update the Software for these reasons.
11.2 If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using the Software and the Services.
11.3 You understand and acknowledge that there may be ‘bugs’ or errors in the Software or Service. The Software is designed to support you work and practices for which the Software may provide support, it is not to be relied upon in discharging your duties, legal or contractual, to any party. It is and will remain your responsibility to discharge your duties, legal or contractual, to any party.
12. IF SOMEONE ELSE OWNS THE DEVICE YOU ARE USING
If you download the Software onto any device not owned by you, you must have the owner’s permission to do so. You will be responsible for complying with these terms, whether or not you own the device.
13. WE WILL COLLECT LOCATION DATA
The Software will make use of location data sent from your devices. You can turn off this functionality at any time by turning off the location services settings for the Software on your device but the software will not function as intended. If you use these Services, you consent to us and our affiliates’ and licensees’ transmission, collection, retention, maintenance, processing and use of your location data and queries to provide and improve location-based and road traffic-based products and services.
14. WE ARE NOT RESPONSIBLE FOR OTHER WEBSITES YOU LINK TO
The Software or any Service may contain links to other independent websites which are not provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any). You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them.
15. LICENCE RESTRICTIONS
15.1 You agree that you will:
a) maintain one licence per person who has or is at any time provided access to the Software in accordance with clause 5.
b) not rent, lease, sub-license, loan, provide, or otherwise make available, the Software or the Services in any form, in whole or in part to any person without prior written consent from us;
c) not copy the Software or Services, except as part of the normal use of the Software or where it is necessary for the purpose of back-up or operational security;
d) not translate, merge, adapt, vary, alter or modify, the whole or any part of the Software or Services nor permit the Software or the Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the Software and the Services on devices as permitted in these terms;
e) comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Software or any Service.
16. ACCEPTABLE USE RESTRICTIONS
a) not use the Software or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Software, any Service or any operating system;
b) not infringe our intellectual property rights or those of any third party in relation to your use of the Software or any Service (to the extent that such use is not licensed by these terms);
c) not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Software or any Service;
d) not use the Software or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
e) not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.
17. INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights in the Software and the Services throughout the world belong to us and the rights in the Software and the Services are licensed (not sold) to you. You have no intellectual property rights in or to the Software or the Services other than the right to use them in accordance with these terms. Intellectual property rights in any improvement or amendment to the Software or Service shall belong to us, not matter how derived.
18. OWNERSHIP OF DATA INPUTTED BY YOU
a) All data inputted by you shall be owned by you.
b) You hereby provide us with an irrevocable licence to make reasonable use of any data inputted by you for any purpose.
c) You shall be able to export, delete and edit information you have inputted only to the extent provided by the Software functionality.
19. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
19.1 We shall not in any circumstances have any liability for any losses or damages which may be suffered by you, whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
a) loss of profits;
b) loss of anticipated savings;
c) loss of business opportunity;
d) loss of goodwill; and
e) loss or corruption of data.
19.2 Any liability to you shall be limited to the amount paid by you to us in the past one month during which you used the software.
19.3 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.
19.4 We will not be liable for damage that you could have avoided by following our advice or our advice to apply an update offered to you or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
19.5 Although we make reasonable efforts to update the information provided by the Software and the Service, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.
19.6 The Software and the Services have not been developed to meet your individual requirements. Please check that the facilities and functions of the Software and the Services meet your requirements.
19.7 If our provision of the Services or support for the Software or the Services is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event but if there is a risk of substantial delay you may contact us to end your contract with us and receive a refund for any Services you have paid for but not received.
19.8 You agree in entering into this licence either you did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this licence or that you shall have no remedy in respect of such representations and (in either case) we shall have no liability in any circumstances otherwise than in accordance with the express terms of this licence.
20. WE MAY END YOUR RIGHTS TO USE THE APP AND THE SERVICES
20.1 We may end your rights to use the Software and Services at any time by contacting you if you have broken these terms in a serious way. If what you have done can be put right we will give you a reasonable opportunity to do so.
20.2 We may terminate this agreement at any time. You may terminate this agreement by provide one full payment cycle’s notice (ie if you pay monthly, you must provide one full month’s notice).
20.3 If we end your rights to use the Software and Services:
a) You must stop all activities authorised by these terms, including your use of the Software and any Services.
b) You must delete or remove the Software from all devices in your possession and immediately destroy all copies of the Software which you have and confirm to us that you have done this.
c) We may remotely access your devices and remove the Software from them and cease providing you with access to the Services.
21. WE MAY TRANSFER THIS AGREEMENT TO SOMEONE ELSE
We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
22. YOU NEED OUR CONSENT TO TRANSFER YOUR RIGHTS
You may only transfer your rights or your obligations under these terms to another person if we agree in writing.
23. NO RIGHTS FOR THIRD PARTIES
This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
24. IF A COURT FINDS PART OF THIS CONTRACT ILLEGAL, THE REST WILL CONTINUE IN FORCE
Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
25. EVEN IF WE DELAY IN ENFORCING THIS CONTRACT, WE CAN STILL ENFORCE IT LATER
If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
26. WHICH LAWS APPLY TO THIS CONTRACT AND WHERE YOU MAY BRING LEGAL PROCEEDINGS
These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
27. ALTERNATIVE DISPUTE RESOLUTION
Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not happy with how we have handled any complaint. In addition, please note that disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform.