Product Verification Library
Terms & Conditions
BACKGROUND:
These Terms and Conditions, together with any and all other documents referred to herein, set out the terms under which Services are supplied by Provider to Business Customers, which is made available via web-based or cloud hosted platforms. This Agreement (“Agreement”) is a legal and binding agreement between Customer (as an individual) and the organisation that you work for (as an officer, employee, agent, consultant or otherwise) (“you” and “your”) and Foster & Freeman Limited. Please read these Terms and Conditions carefully and ensure that Customer understands them before ordering any Services from Provider. Customer will be required to read and accept these Terms and Conditions. If Customer does not agree to comply with and be bound by these Terms and Conditions, Customer will not be able to subscribe for Services. These Terms and Conditions, as well as any and all Contracts are in the English language only.
PARTIES:
- Foster & Freeman Limited, a private limited company registered under the laws of England and Wales with Company Registration Number 01403147 and with Registered Offices situated at Vale Park, Evesham, Worcestershire, WR11 1TD, United Kingdom (the “Provider”); and
- The organisation, individual or entity to which you provide your services and who has lawfully subscribed to receive the Services (the “Customer”).
- Definitions
1.1. In this Agreement, except to the extent expressly provided otherwise:
“Access Credentials” means the usernames, passwords and other credentials enabling access to the Services, including both access credentials for the User Interface and access credentials for the API;
“Agreement” means this agreement including any Schedules, and any amendments to this Agreement from time to time;
“API” means the application programming interface for the Services defined by the Provider and made available by the Provider to the Customer;
“Customer Confidential Information” means:
(a) any information disclosed by or on behalf of the Customer to the Provider at any time before the termination of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure:
(i) was marked or described as “confidential”; or
(ii) should have been reasonably understood by the Provider to be confidential; and
(b) the Customer Data;
“Customer Data” means all data, works and materials provided by the Customer to the Supplier for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Services by the Customer (but excluding analytics data relating to the use of the Platform and server log files);
“Customer Personal Data” means any Personal Data that is processed by the Provider on behalf of the Customer in relation to this Agreement;
“Data Protection Laws” means the UK GDPR and all other applicable laws relating to the processing of Personal Data;
“Documentation” means the documentation for the Services produced by the Provider and delivered or made available by the Provider to the Customer;
“Effective Date” means the date of acceptance or deemed acceptance of these Terms and Conditions;
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“Personal Data” means personal data under any of the Data Protection Laws;
“Platform” means the platform managed by the Provider and used by the Provider to provide the Services, including the application and database software for the Services, the system and server software used to provide the Services, and the computer hardware on which that application, database, system and server software is installed;
“Services” means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under this Agreement, including but not limited to the Services; means access to the suite of data contained on the Product Verification Library demonstrating how a range of forensically pertinent material(s) appear on a range of different substrate/evidence types. Some embodiments of the Services will contain multi-spectral examination results, whilst others may include chemically or physically enhanced material subsequently captured via a digital imaging platform. The Services is intended to serve as an assistive resource, based on scientific research data collated and compiled by Provider and its collaborators, and is not intended for the purposes of litigation or criminal proceedings.
“Supported Web Browser” means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that the Provider agrees in writing shall be supported;
“Term” means the term of this Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;
“UK GDPR” means the EU GDPR as transposed into UK law (including by the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019) and all other UK laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time; and
“User Interface” means the interface for the Services designed to allow individual human users to access and use the Services. - Term
2.1. This Agreement shall come into force upon the Effective Date.
2.2. This Agreement shall continue in force whilst the Services are being provided to the Customer. - Services
3.1. The Provider shall provide, or shall ensure that the Platform will provide, to the Customer Access Credentials necessary to enable the Customer to access and use the Services.
3.2. The Provider hereby grants to the Customer a non-exclusive licence to use the Services for the internal business purposes of the Customer, in accordance with the Documentation during the Term.
3.3. The licence granted by the Provider to the Customer under Clause 3.2 is subject to the following limitations:
(a) the User Interface may only be used through a Supported Web Browser;
(b) the User Interface may only be used by the officers, employees, agents and subcontractors of the Customer;
(c) the User Interface may only be used by the named users providing that the Customer may change, add or remove a designated named user in accordance with the Provider’s user change procedure;
(d) the User Interface must not be used at any point in time by more than the number of concurrent users providing that the Customer may add or remove concurrent user licences in accordance with the Provider’s licence change procedure; and
(e) the API may only be used by an application or applications approved by the Provider in writing and controlled by the Customer.
3.4. Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the licence granted by the Provider to the Customer under Clause 3.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Services;
(b) the Customer must not permit any unauthorised person or application to access or use the Services;
(c) the Customer must not use the Services to provide services to third parties;
(d) the Customer must not republish or redistribute any content or material from the Services;
(e) the Customer must not make any alteration to the Platform;
(f) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Services; and
(g) the Customer must not attempt to use the Services in substitution for actual testing of samples for the purposes of evidence which may or may not be used in any regulatory, civil or criminal legal proceedings.
3.5. The Customer acknowledges that the Services affords the Customer and its users with access to a reference library to be used solely as a research tool, containing images produced under a specific set of circumstances. The Customer acknowledges that the Services are to be used for guidance, training, and research purposes only.
3.6. The images within the Services serve as a guide to obtainable results, under the specified conditions, and the Provider reserves the right to make changes, additions, redactions and deletions to the Services without prior notification. The Provider accepts no liability for any loss or damage incurred by any party relating to the use of the Services for whatever purpose(s).
3.7. The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorised person or application may gain access to the Services by means of the Access Credentials.
3.8. The Provider shall use all reasonable endeavours to maintain the availability of the Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Services but does not guarantee 100% availability.
3.9. The Customer must not use the Services in any way that causes, or may cause, damage to the Services or Platform or impairment of the availability or accessibility of the Services.
3.10. The Customer must not use the Services in any way that uses excessive Platform resources and as a result is liable to cause a material degradation in the services provided by the Provider to its other customers using the Platform; and the Customer acknowledges that the Provider may use reasonable technical measures to limit the use of Platform resources by the Customer for the purpose of assuring services to its customers generally.
3.11. The Customer must not use the Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.12. For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term. - Scheduled Maintenance
4.1. The Provider may from time to time suspend the Services for the purposes of scheduled maintenance - Customer Data
5.1. The Customer hereby grants to the Provider a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Provider’s obligations and the exercise of the Provider’s rights under this Agreement.
5.2. The Customer warrants to the Provider that the Customer Data when used by the Provider in accordance with this Agreement will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
5.3. Within the period of 30 Business Day following receipt of a written request from the Customer, the Provider shall use reasonable endeavours to restore to the Platform any Customer Data stored in any back-up copy created and stored by the Provider. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration. - No assignment of Intellectual Property Rights
6.1. For the avoidance of doubt, all and any intellectual property relating to the Services is and will remain the property of the Provider. Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider. - Provider’s confidentiality obligations
7.1. The Provider must:
(a) keep the Customer Confidential Information strictly confidential;
(b) use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider’s own confidential information of a similar nature, being at least a reasonable degree of care;
(c) act in good faith at all times in relation to the Customer Confidential Information; and
7.2. Notwithstanding Clause 7.1, the Provider may disclose the Customer Confidential Information to the Provider’s officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Customer Confidential Information for the performance of their work with respect to this Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.
7.3. This Clause 7 imposes no obligations upon the Provider with respect to Customer Confidential Information that:
(a) is known to the Provider before disclosure under this Agreement and is not subject to any other obligation of confidentiality;
(b) is or becomes publicly known through no act or default of the Provider; or
(c) is obtained by the Provider from a third party in circumstances where the Provider has no reason to believe that there has been a breach of an obligation of confidentiality.
7.4. The restrictions in this Clause 7 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request. - Data Protection
8.1. The Provider may obtain personal data (as defined in the Data Protection Act 2018) from Customer which is required in order to (a) deliver the Services, (b) ensure its use is limited to authorised licensees, (c) monitor the use of the Services and (d) register, investigate and respond to any issues raised by Customer in connection with your use of the Services.
8.2. The Provider shall comply with the provisions of the Data Protection Act 2018 in relation to all and any personal data collected from Customer for which the Provider is classed as the Data Controller.
8.3. Neither party shall export, directly or indirectly, any technical or personal data (as defined in the Data Protection Act 2018) acquired from the other party under this agreement (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations (Export Control Laws), including United States export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.
8.4. Each party undertakes:
(a) contractually to oblige any third party to whom it discloses or transfers any such data or products to make an undertaking to it in similar terms to the one set out above; and
(b) if requested, to provide the other party with any reasonable assistance, at the reasonable cost of the other party, to enable it to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any Export Control Laws - Acknowledgements and warranty limitations
9.1. The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Services will be wholly free from defects, errors and bugs.
9.2. The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Services will be entirely secure.
9.3. The Customer acknowledges that the Provider will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to the Services; and, except to the extent expressly provided otherwise in this Agreement, the Provider does not warrant or represent that the Services or the use of the Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person. - Limitations and exclusions of liability
10.1. Nothing in this Agreement will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.
10.2. The limitations and exclusions of liability set out in this Agreement:
(a) are subject to Clause 10.1; and
(b) govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.
10.3. The Provider shall not be liable to the Customer in respect of any:
10.3.1. loss of profits or anticipated savings;
10.3.2. loss of revenue or income;
10.3.3. loss of use or production;
10.3.4. loss of business, contracts or opportunities;
10.3.5. special, indirect or consequential loss or damage. - General
11.1. No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.
11.2. If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
11.3. This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
11.4. Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.
11.5. This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
11.6. This Agreement shall be governed by and construed in accordance with English law.
11.7. The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement. - Interpretation
12.1. In this Agreement, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
12.2. The Clause headings do not affect the interpretation of this Agreement.
12.3. In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.