Rouse Terms – Inngot Limited

Website Terms and Conditions

www.inngot.com (the ‘Website’) is owned and operated by Inngot Limited, registered in England and Wales with number 6426697, whose registered office is at Urban Village, 221 High Street, Swansea, SA1 1NW, United Kingdom (‘Inngot’). These terms and conditions govern your use of the Website, and by using the Website you accept these terms and conditions in full. If you disagree with any part of these terms and conditions, you must not use the Website.

Definitions: In these terms and conditions, ‘Page Content’ means the information contained on the publicly accessible pages of the Website, which can be viewed without registering with Inngot using an e-mail address and password; ‘Services’ means access to online tools and other services available from Inngot via the secure section of the Website, which can only be accessed following registration; and ‘Documents’ means any templates and other informational materials which Inngot may make available for download via the Website from time to time.

Other terms and conditions: The Services are subject to the Terms and Conditions for the Supply of Services, which you accept by using them. The Documents are accompanied by their own licence conditions which you accept by downloading them.

Intellectual Property: ‘Inngot’, ‘Goldseam’ and the ‘g’ lozenge device are all registered trade marks of Inngot. Except where otherwise stated, Inngot owns and reserves all intellectual property rights in the website, including the Page Content, the Services and the Documents. You may view, download (for caching purposes) and print the Page Content of the website.

Accuracy: Inngot has prepared the Page Content of this website with reasonable skill and care but does not warrant that all the Page Content is complete or accurate. You are responsible for verifying the facts and opinions contained within the Page Content before entering into any commitment based on them. The Page Content is provided free of charge and you acknowledge that it would be unreasonable to hold Inngot liable in respect of this website and the Page Content contained on it, including any and all links to external sites.

Limitation of liability: unless expressly agreed to the contrary, Inngot’s liability is limited and excluded to the maximum extent permitted under applicable law. Inngot will not be liable for any direct, indirect or consequential loss or damage arising from the use or misuse of this website, the Page Content, the Services or the Documents, whether arising in tort, contract or otherwise, including (without limitation) any loss of profit, contracts, business, goodwill, data, income, revenue or anticipated cost savings, notwithstanding that nothing in these terms and conditions shall exclude or limit Inngot’s liability for fraud, death or personal injury caused by its negligence.

Changes to this website: Inngot pursues a policy of continuous improvement, and does not commit to ensure that all Page Content on the Website remains available or is up-to-date at any particular point in time. These terms and conditions may be revised periodically, and it is your responsibility when using the site to check this page to ensure you are familiar with the current version. The last revision to these website terms and conditions was issued in November 2018.

Inngot does not guarantee that your use of this website and your access to the Page Content, the Documents and the Services will be uninterrupted and/or error-free. While Inngot endeavours to ensure this website is free from viruses, this cannot always be guaranteed. As with all Internet sites, you are strongly advised to install adequate and up-to-date virus-checking software on your computer. To the maximum extent permitted by law, Inngot excludes all responsibility and liability for any viruses or any other computer code, files or programs designed to interrupt, restrict, destroy, limit the functionality of or compromise the integrity of any computer software or hardware or telecommunications equipment which may be transmitted with or as part of this website.

Other important information: These terms and conditions, together with Inngot’s privacy policy shown in the following section, and (where applicable) Inngot’s Terms and Conditions for the Supply of Services constitute the entire agreement between Inngot and you in relation to the use of the Website and supersede all previous agreements. These terms and conditions will be governed by and construed in accordance with English law and any disputes relating to these terms and conditions shall be subject to the non-exclusive jurisdiction of the courts of England.

Terms & Conditions for the Supply of Services: a summary

When you register to use Inngot’s services, you will be asked to accept a set of terms and conditions. The main terms can be summarised as follows:

Credits: The credits for use of the Services purchased via Rouse and Co International (Overseas) Limited expire after 12 months if they are not used.

Your use of the Services: you agree not to rely on the information provided by Inngot when entering into any commercial agreement. You must ensure that your registrations are truthful, accurate and up-to-date. If questions arise regarding the veracity or ownership of the Intellectual Property (IP) contained in your profile, you agree to co-operate promptly with Inngot to resolve the issue.

Inngot’s obligations: Inngot seeks to maintain a 24/7 service other than during planned periods of downtime, but does not guarantee to do so.

Intellectual Property: You agree that Inngot owns the copyright and other IP rights in the Services it provides and that you will not attempt to copy or modify them.

The Terms and Conditions also contain clauses to cover liability, Force Majeure and other standard aspects such as notice provisions, assignments and variations.

Privacy & Security

Inngot takes the privacy and security of its customers and their Intellectual Property very seriously, and only collects, stores and uses your information for defined purposes. Inngot does not sell your personal information and only shares it with your consent, and as required by law. Please read the sections below to find out more about the measures we take to ensure that sensitive data is appropriately protected.

Inngot is registered as a Data Controller under the Data Protection Act 1998 (“DPA”), as amended. You can view all the purposes for which Inngot is registered to use personal information by visiting www.ico.gov.uk. Our registration number with the Information Commissioner is Z1383593.

Data collected by Inngot chiefly concerns companies and their innovations, rather than personally identifiable information on individuals, which is the chief concern of data protection legislation, including the recently enacted General Data Protection Regulation (‘GDPR’). However, in order to fulfil its contractual obligations to customers in providing its tools and services, and to perform tasks at the requests of data subjects who are in the process of entering into a contract, Inngot also collects and uses information relating to named contacts within organisations, and private individuals can also register innovations with Inngot. This identification procedure is necessary to safeguard the interests of all customers using Inngot’s systems, to ensure that access to potentially sensitive data cannot be obtained by unauthorised persons.

All data you supply and the results you obtain with our tools are held securely and are not shared by Inngot with any third party. The sole exception to this is Rouse and Co International (Overseas) Limited, by whom you have been directed to this Website, and with whom your data, information and results are shared to enable them to provide you with advice and consultancy services.

If you wish, you can produce PDF files of selected Inngot reports. Subject always to the terms and conditions under which these reports are provided, you may share them with others at any time. You should note, however, Inngot does not accept any liability for any consequences of your decision to share your information, howsoever caused, to the maximum extent permitted by law.

Apart from data held on existing and prospective customers who have chosen to register on its website, Inngot may collect several kinds of information from visitors to this website. Occasionally Inngot may contact such visitors to survey opinions and to provide updates on its own products and services. All our mailings have an ‘unsubscribe’ link which will remove your details from the relevant database.

Registered users can update personal and business information at any time via the secure logon facilities provided, which includes selection of mailing preferences. For most users, this is the most quick and convenient way to check personal data being held on Inngot’s systems. However, if at any time you wish to request a copy of any personal data held by Inngot, you can exercise your right to do so by writing to:

The Data Protection Officer
Inngot Limited
Urban Village
221 High Street
Swansea
SA1 1NW
United Kingdom

If for any reason Inngot is not able to deal with your data-related concerns, the relevant body to which a complaint should be made is the Information Commissioner’s Office, whose headquarters are as follows:

Information Commissioner’s Office
Wycliffe House
Water Lane
Wilmslow
Cheshire
SK9 5AF
United Kingdom

Encryption

Inngot uses the industry-standard security measure of Secure Sockets Layer (SSL) technology to encrypt data. This functionality is supported by recent versions of all popular web browsers. SSL is used on all pages where sensitive data is required (including all e-mail addresses, passwords and other personal data). This measure makes it extremely difficult to read the data you enter in the unlikely event of its wrongful interception.

SSL encryption is based on use of a “key” with two different parts – one private, the other public. Once a secure session is established, your web browser reads the public key provided by Inngot and uses it to encrypt your personal information. After the data has been encoded in this way, it is only readable using the private key, which is held securely by Inngot.

An unbroken key or closed padlock icon will appear in the header of most browsers to indicate that SSL security is in operation. Clicking on the icon will display the digital certificate associated with the secure connection. The digital certificate is intended to confirm the identity of the remote computer to which you are sending your details.

If you are concerned about possible theft or unauthorised viewing of confidential or personal information while you are communicating with the Inngot website, it is recommended that you review the security preference settings of your chosen web browser. Among other facilities, all popular browsers provide facilities for you to receive an alert or notification if a site’s identification is invalid, if your browser is about to change between secure and insecure transmissions, or if you attempt to send a transmission over an unsecured connection.

Cookie policy

Cookies are very small text files consisting of unique numbers. They are generally produced if a web server does not detect a unique session ID. If you allow cookies, they are stored in a dedicated directory on your hard drive, and do not expire at the end of your session.

Inngot’s website is designed to be visited frequently. Accordingly, some functionality on the Inngot website uses cookies – for instance, to make it easier for repeat visitors to navigate directly to an appropriate web page. Cookies can also be used to save you time and effort by automatically authorising repeat access to certain pages on every visit.

Use of this technology does not mean that Inngot automatically knows any information about you, and is designed solely to tell Inngot that you have visited the website previously, so that you can be provided with improved functionality. If you accept a cookie, you will only receive it once: if you do not accept a cookie when offered, Inngot’s web server will try to send you one with every page request.

Inngot may use more than one type of cookie. Temporary cookies help to maintain the user session and tell the Inngot server which page should be displayed next, while log file cookies provide insights into how visitors move around the Inngot website, which pages are used frequently and which are less popular, enabling the site to be optimised.

Apart from cookies, your Internet Protocol (IP) address is used to establish a “session” with Inngot’s servers for the delivery of services. Inngot may also store IP addresses and associate them with individual customers in order to enhance your browsing experience, typically by making it easier for you to access your preferred pages.

Neither cookies nor IP addresses are used by Inngot as a substitute for user login and password routines. Even if someone else has access to your computer, the presence of cookies will not enable other users to access sensitive data.

However, if you have elected to ask your web browser to remember the user name and/or password you have specified in order to access the Inngot website, it will be possible for other people to access the data you have entered on the associated systems. Your preferred browser settings are not Inngot’s responsibility; and as Inngot has no control over them, any and all liability for unauthorised access to your data resulting from the choices you make is expressly excluded.

Terms and Conditions for the Supply of Services

Below you will find the detailed terms and conditions for the Services we supply via our website, which you accept when you register on our Website.

“Inngot”

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;

“This Agreement”

means these Terms and Conditions for the Supply of Services, which shall apply to your use of the Services;

“Contact”

means a named individual whose details are provided in the context of performing or amending an Organisation Profile;

“Designated Contact”

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;

“Innovation Profile”

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;

“Inngot Website”

means the internet pages and their associated functionality provided by Inngot at www.inngot.com;

“Organisation Profile”

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”

Rouse and Co International (Overseas) Limited;

“Services”

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;

“System”

means the technical facilities provided by Inngot in order to deliver the Services, including the Inngot Website; and

“User”

means any company, organisation, trading entity or business unit which is the subject of an Organisation Profile.

The headings in this Agreement are for ease of reference only and shall not affect its interpretation. Throughout this Agreement, whenever the context so requires, the singular shall be construed to include the plural and vice versa, and the use of any gender shall include all genders. References to any statute, enactment, order, regulation or similar instrument shall be construed as references to the statute, enactment, order, regulation or instrument as from time to time amended, consolidated, modified, extended, re-enacted or replaced.

Your attention is also drawn to the Inngot Website Terms and Conditions, which shall govern your use of the Inngot Website which shall govern your use of Inngot’s valuation services, and which you accept prior to each use.

2.1.

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.

2.2.

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.

2.3.

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.

2.4.

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.

2.5.

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).

2.6.

Your obligations under clause 4 shall survive the termination of this Agreement.

3.1.

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.

3.2.

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.

3.3.

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).

3.4.

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.

3.5.

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.

3.6.

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.

4.1.

Inngot will supply the Services and the Documents with reasonable skill and care.

4.2.

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.

4.3.

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.

4.4.

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.

4.5.

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.

5.1.

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.

5.2.

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.

5.3.

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.

6.1.

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.

6.2.

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.

6.3.

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.

6.4.

You agree that Inngot may incorporate anonymised information obtained from your Organisation and Innovation Profiles for management information and publicity purposes.

7.1.

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.

7.2.

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.

7.3.

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.

7.4.

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.

7.5.

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.

9.1.

Inngot does not warrant that your use of the Services or of the Inngot Website will be uninterrupted or error-free.

9.2.

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.

9.3.

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.

9.4.

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.

11.1.

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.

11.2.

If there is any discrepancy between this Agreement and the Inngot Website Terms and Conditions, this Agreement shall prevail.

11.3.

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.

11.4.

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.

13.1.

Inngot reserves the right to amend this Agreement from time to time by giving notice on the Inngot Website.

13.2.

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.

13.3.

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.

13.4.

Inngot may use subcontractors to deliver some or all of the Services via the Inngot Website, at its option.

13.5.

You may not assign the benefit of this Agreement without the prior written consent of Inngot, such consent not to be unreasonably withheld.