Terms & Conditions

ACCEPTANCE OF TERMS:

By accessing, browsing and/or using the Websites, you acknowledge that you have read, understood, and agree to be bound by the following terms and conditions and to comply with all applicable laws and regulations. If you do not agree to the Terms, do not use the Websites.

GRANT OF LICENSE:

As a user of this site you are granted a nonexclusive, nontransferable, revocable, limited license to access and use the Websites and all content, information and software provided on and through the Websites in accordance with these Terms and Conditions.

As long as you comply with these terms and conditions and pay the Ongoing Monthly Licensing Fee, BodyNet Ltd hereby grants to you a non-exclusive and non-transferable license to use the Software provided via the Websites solely for your own business activities in the manner and for the purposes described.

This agreement (and the license hereby granted) commences on the first day of system access and continues while you pay the Ongoing Monthly Licensing Fee unless terminated earlier in accordance with these terms and conditions.

FEES:

You shall pay to BodyNet Ltd the agreed amounts set out in the quotation including but not limited to the Ongoing Monthly License Fee and any agreed further training or consultancy fees. All amounts exclude VAT which is payable by the client. Any change in taxes including VAT will be passed onto the client.

BodyNet Ltd may request a deposit upon signing of the agreement. The Ongoing Monthly Licensing Fee is payable monthly in advance. You will pay via direct debit from either your Bank Account or from a nominated credit card in your name, or from a company cheque. Bodynet Ltd will send you a VAT compliant Tax Invoice after processing the monthly fee.

The Ongoing Monthly Licensing Fee covers the ongoing licensing of the Software, upgrades as made available by Bodynet Ltd directly to the Websites and online and/or telephone support as set out in these terms and conditions. If you do not make available funds to meet the payments for the Ongoing Monthly Licensing Fee by the due date, BodyNet Ltd reserves the right to suspend or cancel the license and/or any of the services provided as part of that fee.

BodyNet Ltd may increase the Ongoing Monthly Licensing Fee upon 30 days written notice. However, this will, where possible, be done on no more than an annual basis and wherever possible by no more than the annual inflation rate. If there is a reason for an increase above the inflation rate, this will be accompanied with a detailed justification.

INSTALLATION, TRAINING, SUPPORT, UPGRADES:

BodyNet Ltd will advise the date for the commencement of use of the Software.

BodyNet Ltd will provide training for the number of days as detailed in the quotation during normal working hours on business days.

BodyNet Ltd will provide on-going telephone technical support for all matters relating to the Software, during normal working hours on business days.

BodyNet Ltd will provide password protected access to its Websites as part of its online support.

BodyNet Ltd will continue a program of regular upgrades to the Websites which will be automatically made available to you. You will be required to accept any upgrades, however all work on significant changes or upgrades to Websites will firstly have to be agreed to by a majority of the Bodynet Ltd current clients.

PROPRIETARY RIGHTS:

You acknowledge that (i) the Websites, all Content, any related documentation, and other intellectual proprietary rights embodied therein are and shall remain the property of BodyNet Ltd and its content providers; (ii) the Websites are subject to protection under the patent, trademark, copyright, trade secret and other intellectual property laws of the United Kingdom and all other jurisdictions; and (iii) the Websites have been created, compiled, prepared, selected and arranged by BodyNet Ltd and its Content Providers through the expenditure of substantial time, effort and resources and that the Websites and their content constitute valuable property.

TRADEMARKS:

The trademarks, service marks, and logos (the "Trademarks") used and displayed on these Websites are registered and unregistered Trademarks of Bodynet Ltd and others. Nothing on this Site should be construed as granting, by implication, estoppels, or otherwise, any license or right to use any Trademark displayed on the Websites, without the written permission of BodyNet Ltd. BodyNet Ltd aggressively enforces its intellectual property rights to the fullest extent of the law. Except as set forth under "Linking to the Site" below, the name of BodyNet Ltd or the BodyNet Ltd logo may not be used in any way, including in advertising or publicity pertaining to distribution of materials on these Websites, without prior, written permission.

LINKING TO THE SITE:

You may provide links only to the homepage of the Websites, provided (a) you do not remove or obscure, by framing or otherwise, any portion of the homepage, (b) you do not alter, block or otherwise prevent display of any content of the Websites, (c) you do not make, release, or disseminate any public statements, promotions, press releases, or announcements relating to BodyNet Ltd without our prior written consent, (d) you give BodyNet Ltd notice of such link by sending an email to sales@bodynet.co.uk and (e) you discontinue providing links to the Websites if requested by Bodynet Ltd. If you wish to provide links to a section within the Websites, you should forward your request to BodyNet Ltd at sales@bodynet.co.uk and Bodynet Ltd will notify you if permission is granted, and if so the terms and conditions of the permission. By linking to the Websites, you also represent that you will not disparage or make negative references to Bodynet Ltd on your website.

REGISTRATION:

Certain sections of the Websites may require you to register. If registration is requested, you agree to provide Bodynet Ltd with accurate, complete registration information. It is your responsibility to inform Bodynet Ltd of any changes to that information. Each registration is for a single person only, unless specifically designated otherwise on the registration page. Bodynet Ltd does not permit a) any other person using the registered sections under your name; or b) access through a single name being made available to multiple users on a network. You are responsible for preventing such unauthorized use. If you believe there has been unauthorized use, you must notify Bodynet Ltd immediately by emailing sales@bodynet.co.uk.

LINKS TO OTHER SITES:

The Websites contains links to and from third party web sites. These links are provided solely as a convenience to you and not as an endorsement by Bodynet Ltd of the contents on such third-party web sites. BodyNet Ltd is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third-party web sites.


DISCLAIMER OF WARRANTY:

THE MATERIALS ON THE WEBSITES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, BODYNET LTD AND ITS CONTENT PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHER VIOLATION OF RIGHTS. BODYNET LTD DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, VALIDITY, ACCURACY, OR RELIABILITY OF, OR THE RESULTS OF THE USE OF, OR OTHERWISE RESPECTING, THE MATERIALS ON THIS SITE OR ANY SITES LINKED TO THE WEBSITES.

LIMITATION OF LIABILITY:

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL BODYNET LTD, ITS CONTENT PROVIDERS OR ANY THIRD PARTIES MENTIONED ON THE WEBSITES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR PROFIT, ARISING OUT OF THE USE, OR THE INABILITY TO USE, THE MATERIALS ON THE WEBSITES, EVEN IF BODYNET LTD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF MATERIALS FROM THE WEBSITES RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ANY COSTS THEREOF.

YOUR TRANSMISSIONS:

You are prohibited from posting or transmitting to or from the Websites any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material, or any other material that could give rise to any civil or criminal liability under the law. If you post information, data, text, or other content on publicly accessible areas of the Websites or provide Bodynet Ltd with information, including but not limited to, feed-back data, answers, questions, comments, suggestions, plans, ideas or the like, such information or content shall be deemed to be non-confidential and Bodynet Ltd shall be free to use, reproduce, disclose or distribute the information to others without restriction.

REMEDIES FOR BREACH:

Bodynet Ltd reserves the right to seek all remedies available at law and in equity for any breach of these Terms and Conditions, including but not limited to the right to block access from a particular Internet address to the Websites and their content.

GOVERNING LAW AND JURISDICTION:

These Terms and Conditions are governed by and construed in accordance with the laws of the United Kingdom.

SEVERABILITY OF PROVISIONS:

This Agreement incorporates by reference any notices contained on the Websites and the Bodynet Ltd Proposal which constitutes the entire agreement with respect to access to and use of the Websites. If any part of this Agreement is unlawful, void or unenforceable, then that part shall be deemed severable from the remaining provisions and shall not affect their validity and enforceability.

REVISIONS:

Bodynet Ltd may at any time revise this Agreement by updating the posting. By using the Websites, you agree to be bound by any such revisions and should therefore periodically visit this page to determine the then current agreement to which you are bound.

ASSIGNMENT:

You may not assign your interest in this agreement.

TERMINATION:

Minimum terms of contract are 12 months after which either party may terminate this agreement by: (a) twelve month's email notice to the other or by (b) immediate email notice to the other where the other party is in breach of this agreement.

DISPUTE RESOLUTION:

Any dispute or difference whatsoever arising out of or in connection with this agreement ("Dispute") shall be resolved as follows: (a) the parties shall first refer the Dispute to mediation ("the ADR reference") by a mediator agreed by the parties or failing agreement appointed by the Institution or Arbitrators and Mediators. The ADR reference shall commence when any party gives written notice to the other specifying the Dispute and requiring its resolution under this clause. Any information or documents obtained through or as part of the reference under this sub clause shall not be used for any purpose other than the settlement of the Dispute under this sub clause. (b) If the dispute is not resolved within 21 days of the commencement of the ADR reference either party may then, but not earlier submit the Dispute to arbitration in accordance with the Institute of Arbitrators and Mediators rules for the conduct of commercial arbitrations. Such arbitration shall be conducted by a single arbitrator agreed by the parties or failing such agreement appointed by the institute of Arbitrators and Mediators. Any arbitrator as appointed shall not be the same person as any mediator appointed under the ADR reference.


COPYRIGHT AND USE RESTRICTIONS

COPYRIGHT:


The copyright in all material provided on the Websites is held by Bodynet Ltd. or its content providers. The content on the Websites is for business use only and not for commercial exploitation. Permission is granted to display, copy, distribute and download the materials on the Websites provided you do riot modify the materials and that you observe all copyright and other proprietary notices contained in the materials. This permission terminates automatically if you breach any of these terms or conditions. Upon termination, you will immediately destroy any downloaded and printed materials. You may not decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from the Websites or their content. You may not use any network monitoring or discovery software to determine the site architecture, or extract information about usage or users. You may not use any robot, spider, other automatic device, or manual process to monitor or copy the Websites or their content without Bodynet Ltd's prior written permission. You may not copy, modify, reproduce, republish, distribute, display, or transmit for commercial, non-profit or public purposes all or any portion of the Websites, except to the extent permitted above. You may not use or otherwise export or re-export the Websites or any portion thereof, the Websites content or any software available on or through the Websites in breach of any export control laws and regulations of the United Kingdom. Any unauthorized use of the Websites or their content is prohibited and may breach copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. BodyNet Ltd may discontinue or revise any and all aspects of the Websites or their content at its sole discretion and without prior notice.


CONFIDENTIALITY

Each party agrees: (a) to keep all the other party's Confidential Information confidential; (b) not to use the other party's Confidential Information other than for the purposes of this agreement; and (c) not to disclose the other party's Confidential Information to any third party without the prior written consent of the other party.

Notwithstanding any other provision of this agreement, a party may disclose the other party's Confidential Information: (a) to their employees and subcontractors who need to know the information to fulfill the obligations under this agreement; (b) to the extent required by any applicable law; and (c) to their related companies, solicitors, auditors, insurers and accountants to enable those persons to use the information for the purpose of advising or reporting.

This clause shall survive the termination of this agreement.

"Confidential Information", in relation to a party, means all trade secrets and any other information (whether in tangible or intangible form) relating to any of the disclosing party's software, products, services, systems, affairs, businesses, strategies, customers or employees which are disclosed to the recipient by the disclosing party or otherwise obtained or accessed by the recipient, but does not include: (a) information which is or becomes generally available in the public domain (other than through a breach of this agreement); (b) information rightfully received by recipient from a third person who is under no obligation of confidentiality to the disclosing party and who has not obtained that information directly or indirectly as a result of a breach of any duty of confidence owed to the disclosing party; or (c) information which has been independently developed by the recipient.

Bodynet Ltd agrees to ensure that all personal information held in connection with this agreement is held and used in accordance with the Data Protection Act 1988, as amended. You consent to Bodynet Ltd using your information for the purposes of performing its obligations under this agreement and providing data in any benchmarking programs on the Websites. Your identity will not be disclosed with the data disclosed on the Websites and you may withdraw your consent to use such information for this purpose at any time upon written notice.


PRIVACY PRACTICES


Your privacy is a primary concern to us at Bodynet Ltd. Our web site offers encryption technology to help protect the transmission of customer information over the Internet. For each visitor to our web pages, our web server automatically recognizes the visitor’s domain name and email address (where possible). We collect the email addresses of those who post messages to any bulletin board on our site, the email addresses of those who communicate with us via email, aggregate information on what pages visitors’ access or visit and information volunteered by the visitor, such as survey information and/or site registrations. The information we collect is used for internal review, used to improve the content of the Websites, used to notify visitors about updates to the Websites, and used by us to contact consumers for marketing purposes. Bodynet Ltd does not share your personally identifiable information with other organizations for commercial purposes, unless you have authorized us to do so. Data submitted through the Websites may also be included for aggregating purposes to generate general statistical information. Any specific information pertaining to insurance carrier, insured or claimant will be kept in strict confidence.


If you do not want to receive email from us in the future, please let us know by sending email to us at sales@bodynet.co.uk. If you supply us with your postal address on-line you will receive the information that you requested when you provided us your address. You may receive periodic mailings from us with information on new products and services or upcoming events. If you do not wish to receive such mailings, please let us know by sending email to us at the above address. Persons who supply us with their telephone numbers on-line may receive telephone contact from us with information regarding orders they have placed on-line or other business they have conducted on-line. if you post information, data, text, or other content on publicly accessible areas of the Websites or provide Bodynet Ltd with information, including but not limited to, feed-back data, answers, questions, comments, suggestions, plans, ideas or the like, such information or content shall be deemed to be non-confidential and Bodynet Ltd shall be free to use, reproduce, disclose or distribute the information to others without restriction.


DEFINITIONS AND INTERPRETATION


In these Terms and Conditions, unless stated to the contrary:


"Client Training" means the training provided for in the Bodynet Ltd Proposal. "Content Providers" means the owners and/or licensors of the Software. "Initial Training Fee" means the initial training fee payable by you under the Bodynet Ltd Proposal. "Intellectual Property Rights" means any rights of any kind in: (a) inventions, discoveries and novel designs, whether or not registered or registerable as patents or designs, including developments or improvements of equipment, products, technology, processes, methods or techniques; (b) copyright (including future copyright) throughout the world in all literary works, artistic works, computer software, and any other works or subject matter in which copyright subsists and may in the future subsist; (c) confidential information and trade secrets; (d) trade and service marks (whether registered or unregistered); and (e) designs available on Internet sites. "Ongoing Monthly License Fee" means the monthly license fee payable by you under the Bodynet Ltd Proposal. "Bodynet Ltd" means Bodynet Ltd, a company registered in the United Kingdom. "Bodynet Ltd Proposal" means the sales offer letter to you containing financial and training details. "Software" means the operational release of BodyNet and/or RepairTracker provided by Bodynet Ltd to you and any associated documentation provided by Bodynet Ltd. "You" means the person accepting the Software upon these terms and conditions. “Websites" means the BodyNet and its associated Websites. In these Terms and Conditions, unless stated to the contrary the word person includes a company, firm, a body corporate, an unincorporated association or an authority; a reference to a person includes a reference to the person's executors, administrators, successors, substitutes and permitted assigns; a reference to any thing is a reference to the whole or any part of it; where a word or phrase is specifically defined other parts of speech and grammatical forms of that word or phrase have corresponding meanings; headings are inserted for convenience and do not affect the interpretation of these Terms and Conditions; a reference to $ is a reference to United Kingdom Pounds; a reference to VAT means the Value Added Tax imposed by the Commonwealth of the United Kingdom (currently 17.5% of the value of goods and services supplied).