Website Terms and Conditions
Terms & Conditions for the Supply of Services: a summary
Privacy & Security
221 High Street
Terms and Conditions for the Supply of Services
In this Agreement, the following expressions shall have the following meanings:
means Inngot Limited, a company registered in England and Wales with number 6426697, whose registered office is at Urban Village, 221 High Street, Swansea SA1 1NW, United Kingdom;
“You” and “your”
each mean you, the company or business wishing to use the Services;
means these Terms and Conditions for the Supply of Services, which shall apply to your use of the Services;
means a named individual whose details are provided in the context of performing or amending an Organisation Profile;
means a named individual in your organisation authorised to make changes to your Organisation Profile and Innovation Profile and responsible for receiving all notices under this Agreement, who shall be the first Contact to register your organisation as a User unless and until you change the Designated Contact using any procedure provided by Inngot for this purpose;
means the set or sets of details entered or accepted by you on the System to describe intangible assets, intellectual assets and intellectual property owned by or under development in your company or other enterprise, using forms provided on the Inngot Website;
means the internet pages and their associated functionality provided by Inngot at www.inngot.com;
means the set or sets of details entered or accepted by a User on the System to describe the User’s company, business or other organisation or enterprise, using forms provided on the Inngot Website;
Rouse and Co International (Overseas) Limited;
means any and all of the products and services which may be offered by Inngot from time to time for the identification, registration and classification of organisations and individuals who register as Users and the registration, classification, verification, location, management, review and valuation of their intellectual property and other intangible assets;
means the technical facilities provided by Inngot in order to deliver the Services, including the Inngot Website; and
means any company, organisation, trading entity or business unit which is the subject of an Organisation Profile.
Commencement, term, suspension and termination
This Agreement shall commence at the date and time Inngot records your acceptance of its terms, whether online or in writing, and shall continue in force until terminated in accordance with the provisions of this clause.
You agree that you have no right to cancel this Agreement for any of the Services under the Consumer Protection (Distance Selling) Regulations 2000 after Inngot has received and commenced processing of your registration.
Subject to clause 2.2 above, you may terminate this Agreement by giving 30 days’ notice in writing to expire at any time, in accordance with clause 12 below. At the end of the 30-day notice period, Inngot will delete your Organisation Profile and any related Innovation Profiles from the Inngot Website. No refund shall be payable.
Inngot may at its sole option suspend one or more of the Services immediately and without refund or payment of compensation if you are found to be in breach of the ‘Fair Use’ policy described in clause 7.4 below.
Inngot may at its sole option issue you notice terminating this Agreement immediately reserving all rights including damages by way of an indemnity or otherwise if one of the following events occurs:
- your Organisation or Innovation Profile contains any information which is (in the reasonable opinion of Inngot) false, defamatory, obscene or malicious;
- your Innovation Profile infringes the IP ownership of another party;
- you breach any of your other obligations under this Agreement (and, where such breach is capable of remedy, you have not remedied the same within 14 days of Inngot’s notification of the breach).
Your obligations under clause 4 shall survive the termination of this Agreement.
Your use of the Services
You acknowledge that the purpose of the Inngot Website and of the Services is to provide you and other Users with a convenient means to create, view, evaluate and manage Organisation Profiles, Innovation Profiles and the assets referred to therein. You agree that it would be impractical and unreasonable for Inngot to verify the accuracy of all such information present on the System, and if Inngot were to attempt to do so, Inngot would not be able to offer the Services. You also accept that information held on the System will change due to the passage of time and other factors, and that Users (rather than Inngot) are responsible for keeping the content of Organisation and Innovation profiles accurate and up-to-date, in accordance with clause 3.3 below.
You agree not to place reliance on the information provided by the Services when entering into any commercial agreement. In particular, you agree that it is wholly your responsibility to substantiate the contents of your Organisation or Innovation Profile(s) and to conduct further and necessary due diligence prior to entering into any undertaking or contract.
You agree to use your reasonable endeavours to ensure that your Organisational Profile and Innovation Profile(s) with Inngot are truthful, accurate, comprehensive and up-to-date, and to make all necessary changes in a timely manner (whether or not Inngot identifies a need for them to be updated and informs you accordingly).
As part of the Services Inngot may provide you with suggestions in its reports on ways to protect or add value to the assets you have recorded using the system, including (but not limited to) ways to improve the strength and/or marketability of your assets. Whilst Inngot undertakes to exercise reasonable skill and care in compiling and presenting any such suggestions, you agree and acknowledge that it is wholly and solely your responsibility to determine whether the suggestions provided are relevant to you, and that if you choose to act on such information, or fail to act on it, you do so entirely at your own risk.
Should Inngot receive information that casts doubt on the accuracy of your Innovation Profile(s), the identity of your IP or your ownership of it, Inngot shall notify you by e-mail with a request for further information in respect of your continued use of the Services. If you do not respond satisfactorily to Inngot’s notification with further information within 14 days, Inngot may at its sole option suspend your Innovation Profile in accordance with clause 2.5 above until such time as satisfactory information is provided.
You agree that, having regard to all the circumstances, the contents of this clause are fair, reasonable and necessary in order to preserve the integrity of the System.
Inngot will supply the Services and the Documents with reasonable skill and care.
Inngot will respect the confidentiality of all information you enter onto its System and undertakes not to disclose any data contained within profiles other than to Rouse, with whom your results are shared to enable them to provide you with advice and consultancy services, or in accordance with the settings chosen and/or accepted by you, unless and until required to do so by a Court of Law.
Inngot may assist you (by telephone or e-mail) to use the Services at your request, provided always that the responsibility for doing so correctly remains yours.
Inngot will use its reasonable endeavours to provide access to the Inngot Website 24 hours a day and 365 days a year, except for those periods of System downtime necessary in order to perform scheduled or exceptional maintenance or to upgrade Services or Documents or improve System performance. Inngot will use its reasonable endeavours to keep any such downtime to a minimum.
Inngot undertakes to provide no less a degree of security to information you record on the System than is applied to its own confidential information.
You agree that Inngot owns the copyright in all formats, functions and content contained within the System and embodied in the Services or the Documents.
Your use of the System or the Documents does not confer any rights to use Inngot’s registered or unregistered trade marks (including without limitation the Inngot, Goldseam and Appraise names and the ‘g’ device) nor to use any of the components of the System including (but not limited to) the methods used to classify businesses activities and intellectual property other than by using the Services as permitted in this Agreement and in the ordinary course of your business.
You agree not to infringe the intellectual property rights of Inngot or its Users by copying or disseminating information provided by the Services under any circumstances other than by using the facilities provided for this purpose via the Inngot Website, and further agree not to disassemble, re-format or otherwise modify the presentation of information provided by the System.
Information disclosure and usage
Your Organisation Profile and Innovation Profile can only be amended and updated by a User authorised by your Designated Contact, who will also be the recipient of any and all notices issued under this Agreement by Inngot from time to time. If you choose to share your profile or Appraise report with Rouse, Rouse will also be able to modify it.
You agree to keep all your log-in and password details secure and confidential, in order to prevent unauthorised access to or usage of the System. You accept responsibility for anything that may be done using the System arising from your failure to maintain the security and confidentiality of your log-in and password details.
The Services may from time to time include a means to set preferences for the level of detailed disclosure which Inngot applies to your Innovation Profile, depending on the sharing setup you select. You acknowledge that it is your responsibility to ensure that the settings relating to your Innovation Profile are appropriate to your circumstances, notwithstanding any default settings that Inngot may apply.
You agree that Inngot may incorporate anonymised information obtained from your Organisation and Innovation Profiles for management information and publicity purposes.
System and Services use in relation to, or on behalf of, a third party
As well as using the System for your own personal use to create and evaluate Organisation Profiles, Innovation Profiles and such other Services as Inngot may from time to time make available, you may also use the System and the Services in respect of other companies, businesses or organisations, but if you do so, such usage will be subject to the conditions set out in this clause 7.
If you use the Services in the manner described in 8.1 above, you shall be liable for ensuring that the System and Services are used correctly and you accept the same obligations in respect of accuracy and integrity as if you were a User as set out in clause 4 above.
Whenever you choose to share the outputs created by the Services to the organisation which is the subject of the Organisation Profile, you expressly agree to make them aware of the basis on which the Services are provided, with particular reference (without limitation) to sub-clauses 4.1 and 4.2 above.
You are expressly forbidden from disassembling, re-formatting or otherwise modifying the content of the Services in any way without specific written permission from Inngot.
Where the System or Services are used, you agree to indemnify and hold Inngot harmless against any claim or complaint from such organisation arising from your use of the Services on their behalf.
Inngot pursues a policy of continuous improvement of the Services, including (but not limited to) refinement and addition of system features, classifications, definitions, calibrations and external links. You therefore agree that Inngot may, at its sole discretion, update the classification applied to your Organisation Profile and/or Innovation Profile so that these do not become out of date or difficult for other Users to find, and add additional features to any reports offered in relation to your Innovation Profile.
Limitation of liability
Inngot does not warrant that your use of the Services or of the Inngot Website will be uninterrupted or error-free.
To the fullest extent permitted by law, Inngot excludes any and all liability arising from your use, non-use or misuse of the System and/or the Services, for any loss of profit, business, contracts, revenues or anticipated savings howsoever arising, or for any special indirect or consequential loss or damage.
Under clause 6 above, you are not permitted to make copies of any information contained on the System other than for your own personal use and then only by use of the facilities contained on the Inngot Website. Accordingly, Inngot excludes any and all liability (whether arising in tort, contract or otherwise) for direct or consequential losses incurred by any third party which is or may be attributable to any information passed to such party by you which is or should be displayed on the System, and you hereby agree to indemnify Inngot against, and hold Inngot harmless from, any such claim.
Nothing in this clause 10 shall limit Inngot’s liability for death or personal injury caused by Inngot’s negligence.
Inngot shall not have any liability in respect of any delay in carrying out or failure to carry out any of its obligations under this Agreement caused by any circumstances outside its reasonable control.
Entire agreement and applicable law
This Agreement, together with the Inngot Website Terms and Conditions, constitutes the entire agreement between Inngot and you and supersedes all other agreements, statements, representations or warranties made by or between either or both of the parties. In particular, but without prejudice to the generality of the foregoing, this Agreement supersedes any terms and conditions appearing on or referred to in any purchase order, acknowledgement or other document you may issue.
If there is any discrepancy between this Agreement and the Inngot Website Terms and Conditions, this Agreement shall prevail.
No waiver, alteration, variation or addition to this Agreement shall be effective unless made in writing on or after the date of this Agreement by both parties and accepted by an authorised signatory of both parties.
The interpretation, construction, effect and enforceability of this Agreement shall be governed by English law, and the parties agree to submit to the jurisdiction of the English Courts.
All notices, documents and other communications (a “Notice”) to be given under this Agreement shall be in writing and shall be transmitted by first class post or other electronic means in a form generating a record copy to the party being served at the relevant address provided by each party. Any Notice sent by post shall be deemed to have been duly served three working days after the date of posting. Any Notice sent by facsimile or other electronic means shall be deemed to have been duly served at the time of transmission.
Inngot reserves the right to amend this Agreement from time to time by giving notice on the Inngot Website.
If any term or provision in this Agreement shall be held to be illegal or unenforceable, in whole or part, under any enactment or rule of law, such term or provision or part thereof shall to that extent be deemed not to form part of this Agreement but the validity and enforceability of the remainder of this Agreement shall not be affected.
The waiver or forbearance or failure of a party in insisting in any one or more instances upon the performance of any provisions of this Agreement shall not be construed as a waiver or relinquishment of that party’s rights to future performance of such provision and the other party’s obligations in respect of such future performance shall continue in full force and effect.
Inngot may use subcontractors to deliver some or all of the Services via the Inngot Website, at its option.
You may not assign the benefit of this Agreement without the prior written consent of Inngot, such consent not to be unreasonably withheld.