DEFINITIONS, INTERPRETATION AND SCOPE
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.
Unless the context otherwise requires:
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.
GRANT OF LICENCE AND FEES
DELIVERY AND PERMITTED USE
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.
Except to the extent that such activities are expressly agreed by us, the Licence does not permit you to:
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.
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.
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.
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.
PROPRIETARY RIGHTS AND CONFIDENTIAL INFORMATION
LIMITATIONS ON USE OF PRODUCTS
LIMITATION OF LIABILITY
Nothing in these terms shall exclude or restrict our liability for:
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:
EVENTS BEYOND OUR CONTROL
If any term or provision is held illegal or unenforceable, the validity or enforceability of the remainder of the terms shall not be affected.
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.
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.
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:
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.
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.