RUNAGOOD USER AGREEMENT

  1. DEFINITIONS, INTERPRETATION AND SCOPE

    1. In this agreement (“Agreement”), unless otherwise provided:

      "Business Day" means any day (other than a Saturday or Sunday) on which banks are generally open in London for non-automated normal business;

      “Confidential Information” means all or any information or data (including oral and visual data and all information or data recorded in writing or in any other medium or by any other method and including personal data) relating to a party marked as confidential or reasonably construed as confidential information by its nature or the circumstances under which it is disclosed by the disclosing party to the receiving party, any information relating to a party’s operations, processes, plans, intentions, customers, product information, know how, design rights, trade secrets, software, financial information and business affairs.

      “Fees” means the fees due by you to us in respect of the Licence or Services as specified at the time of Registration or notified from time-to- time;

      "Intellectual Property Rights" means copyright, rights in inventions, patents, know- how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights, and any other intellectual property rights (whether registered or unregistered) and all applications for any of the foregoing, anywhere in the world;

      "Licence" means the licence granted by us to you in respect of the Products subject to the terms of the Agreement;

      "Licence Period" means the duration of the Licence;

      “Module(s)” means a business advice module available on to purchase on the Website;

      “Registration” means your registration on the Website to use the Products;

      "Representatives" means your employees, agents, advisors, contractors or representatives and other persons duly authorised on your behalf in the using of the Products;

      "Results" means the results (in whatever media) that are created as a result of you using the Software or Services including all data and reports;

      “Products” means the Software, Templates and/or Modules, whether individually or in combination, including all intellectual property rights therein.

      “Services” means the Business Implementation Services, namely, mentoring, coaching, training, consultancy, project management and other incidental business and financial services provided by us to you, whether accessed through the Website or otherwise;

      "Software" means the business and finance diagnostic and forecasting software to be made available to you through the Website, including the BUSINESS DASHBOARD® tool and incorporating the following products: Business (Dashboard) Valuations, Business (Dashboard) Assessments, Business Methods (Modules), Business Forecaster (Trendsetter), Business Planner (Interactive templates);

      “Template(s)” means a business template document available to purchase on the Website;

      “We”, “us” or “our” means Runagood.com Ltd, company number 07463039, VRN GB123616341, whose registered office is at 3 B, Shirland Mews, London, W9 3DY;

      “Website” means Runagood.com; and

      “You” or “your” means you the person or corporation specified in your Registration, together with your Representatives.

    2. Unless the context otherwise requires:

      1. each gender includes the others;
      2. the singular includes the plural and vice versa;
      3. references to clauses mean to clauses in these terms;
      4. references to persons include individuals, unincorporated bodies, government entities, companies and corporations; and
      5. the words 'including' or 'includes' means including or includes without limitation.
  2. PURPOSE

    1. The Software is made available to you to easily, simply and conveniently assess and improve the financial and holistic performance of your business and to analyse budgets and projected performance. The Results are designed to be clear in their meaning and straightforward to analyse. As the Software and Results are deliberately simple, you should not use them for any other purpose other than as a general indication of the health and potential value of your business. Ultimately a business is only worth what someone is willing to pay for it at that moment. If you are looking to obtain investment, market your business, or otherwise deal with it then you should seek the input of your professional advisors who will be able to advise you more fully.

      Modules and Templates contain general guidance and drafting and are not tailored to your business. You should take professional advice on your specific circumstances.

  3. GRANT OF LICENCE AND FEES

    1. Subject to the payment of the applicable Fees when due, we grant to you a non exclusive and non transferable limited licence to use the Products in accordance with these terms .
    2. The Licence will commence on the date of Registration or supply and will continue for the Licence Period or duration of Services unless or until terminated under clause 9 or 10.
    3. In order to provide the Products and/or Services, you consent to providing us with access to the financial data relating to your business (which may include personal data). We shall have a royalty-free, irrevocable, worldwide and non-exclusive licence to use such financial data and/or Results for research purposes to improve our Products and Services and to publish such financial data and/or Results in an anonymised and aggregated format.
  4. DELIVERY AND PERMITTED USE

    1. We shall make the Products available to you through the Website in accordance with the Licence. You may use the Products solely for the purposes of measuring and improving the financial performance of your own business. A description of the terms of the Licence will be provided to you at the time of purchase including information regarding price, cancellation rights and duration. These terms may vary according to the applicable subscription level.

    2. Except to the extent that such activities are expressly agreed by us, the Licence does not permit you to:

      1. use the Products to provide outsourced services to third parties or make them available to any third party or allow or permit a third party to do so;
      2. attempt to or reproduce, modify, adapt, edit, combine, reverse engineer, or create derivative works based on the Products;
      3. copy or distribute any part of the Products.
    3. You shall ensure that you keep any passwords that you use to access the Website or the Software secure and confidential and shall not share them with any third party.

    4. You shall use all due care and diligence to avoid introducing any software virus or other contaminant that may infect or cause damage to the Software or our systems or otherwise disrupt the Website.

    5. We may monitor your usage of the Products to ensure compliance with this Agreement. In the case of unauthorised use of the Products by you, we may deny you access to the Products and terminate the Licence.

    6. You must ensure that all Representatives are aware of and comply with this Agreement, and you agree to indemnify us in respect of all losses, damages or expenses we may incur as a result of your use of the Products in breach of these terms.

  5. PROPRIETARY RIGHTS AND CONFIDENTIAL INFORMATION

    1. All Intellectual Property Rights in the Products are owned or licenced by us and you shall not acquire any Intellectual Property Rights in the Products besides the Licence.
    2. Notwithstanding clause 5.1, all Results that are created as a result of you using the Software or Services in accordance with this Agreement are owned by you.
    3. We shall treat as confidential and shall not disclose or use for the benefit of any person other than us any and all of your Confidential Information made available or disclosed to us as a result of your access to this Website. You shall treat as confidential and shall not disclose any and all of our Confidential Information made available or disclosed to you as a result of your access to the Website. Our Confidential Information shall expressly include the source code of our Software. Notwithstanding this clause, neither party shall have any obligation hereunder as to any portion of such information which is already known to them, becomes publicly known without their fault, or is received from a third party without a restriction on disclosure.
  6. LIMITATIONS ON USE OF PRODUCTS

    1. We cannot be aware of the extent of any potential loss or damage to you resulting from any failure of the Software or any failure by us to discharge our obligations under these terms.
    2. The Software cannot be tested in every possible combination and operating environment, and it is not possible to produce or maintain computer programs known to be entirely error free or which operate in uninterrupted manner. We do not warrant that the operation of the Software shall be uninterrupted or error-free.
    3. You acknowledge that the Software has not been prepared to meet your individual requirements and it is your responsibility to ensure that the facilities, functions and limitations of the Software described on the Website meet your requirements.
    4. To the extent permitted by applicable law, we disclaim all other warranties and conditions as to the Software including but not limited to implied warranties relating to quality, fitness for a particular purpose, or ability to achieve a particular result.
    5. Each Module and Template is provided by us on the Website “as is” and “as available” without any warranty or liability on our part in respect of its quality, reliability, suitability, legality, or otherwise. Modules and Templates may contain hyperlinks or references to third party websites or content. We have no control over these 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 does not mean that we endorse it.
  7. SERVICES

    1. We may offer to provide Services in addition to making the Products available to you. A description of the terms of the Services will be provided to you at the time of purchase including information regarding price, cancellation rights and duration. These terms may vary according to the applicable subscription level.
    2. In providing the Services, we are relying on the information you upload to the Website or in person. You should therefore ensure that the information you provide is true, complete and sufficiently detailed to enable us to provide the Services with accuracy. We are not responsible for and accept no liability for Services that are based on information supplied by you that is inaccurate or omits relevant details.
    3. Subject to clause 7.2, the Services are provided with reasonable skill and care and we make no further warranty or representation about them.
  8. LIMITATION OF LIABILITY

    1. Nothing in these terms shall exclude or restrict our liability for:

      1. fraud;
      2. death or personal injury resulting from the negligence of a party or its employees while acting in the course of their employment; or
      3. any other liability that cannot be limited or excluded by law.
    2. Our liability to you in contract, tort (including negligence), misrepresentation (whether innocent or negligent) breach of statutory duty or otherwise arising out of or in connection with the Products, the Results, or other performance or non-performance of our obligations shall:

      1. be limited to the aggregate of all Fees paid by you for the preceding twelve months in respect of any one incident or any series of connected incidents;
      2. not extend to any loss of profits, revenue, business, goodwill, contracts, or special, indirect or consequential losses.
  9. TERMINATION

    1. The Licence or Services will terminate in accordance with the description provided at the time of purchase.
    2. We may terminate the Licence or our Services at any time by notice in writing to you if you breach the Licence or Agreement or infringe our Intellectual Property Rights.
    3. Upon termination, you shall immediately cease using the Products or Services and shall return or destroy any Confidential Information belonging to us. We shall be permitted to retain a copy of your financial data and/or Results subject to clause 5.3. Termination for any reason shall be without prejudice to the rights and liabilities of either party which may have accrued on or at any time up to the date of termination.
  10. EVENTS BEYOND OUR CONTROL

    1. If we are delayed or prevented from performing our obligations due to an event or several events beyond our reasonable control, we will not be liable to you in any way, provided that we promptly notify you of the event and its expected duration and use reasonable endeavours to minimise the effects of that event.
    2. If the delaying event continues for 3 months, you may terminate the Licence on 30 days notice to us in which case the provisions of clause 9.2 apply.
  11. DATA PROTECTION

    1. The parties agree to comply with their respective obligations under applicable privacy laws when processing personal data and we will process any personal data that you provide us in accordance with our privacy policy available on our website
  12. ASSIGNMENT

    1. You shall not be entitled to assign or sub-licence to any third party any of your rights or obligations without our prior written consent.
    2. We shall be entitled to assign or sub-contract our rights and obligations to any person, but shall give notice of such assignment or sub-contracting in writing to you.
  13. SEVERABILITY

    If any term or provision is held illegal or unenforceable, the validity or enforceability of the remainder of the terms shall not be affected.

  14. NO WAIVER

    Unless otherwise agreed in writing, no delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

  15. ENTIRE AGREEMENT

    These terms comprise the whole agreement between us and you and supersede any previous arrangement, agreement, terms, or understanding relating to the subject matter they concern.

  16. NOTICE

    1. Notices will be in writing and sent to us at 3B, Shirland Mews, London, W9 3DY and to you at the address specified in your Registration. They may be given, and will be deemed received:

      1. by first-class post: two Business Days after posting;
      2. by airmail: seven Business Days after posting;
      3. by hand: on delivery;
      4. by email: on receipt of a delivery mail from the correct address. Our email address is info@runagood.com.
  17. RIGHTS OF THIRD PARTIES

    These terms may be enforced for the benefit of our commercial partners and affiliates with respect to the provision of the Products and Services.

  18. GOVERNING LAW

    These terms shall be governed by and construed and interpreted in accordance with English law and the parties submit to the exclusive jurisdiction of the English Courts.