CultureConnector licence terms

Full text of the terms and conditions for CultureConnector licences.

Version 4.0.0. 25.5.2018

Contents

Special conditions

General conditions

Contact

Parties and scope

This licence is between the Licensee (any person or legal entity which acquires a licence to use the Service) and the Licensor (Argonaut Training Facilities Ltd, hereafter referred to as Argonaut). By completing a purchase or assigning a licence in the CultureConnector, the Licensee indicates acceptance of the conditions in this Licence.

These terms and conditions cover the Service.

Definitions

The Licence

The Licence comprises the Special Conditions and the General Conditions giving rights to use the Service and setting conditions for parties to the agreement.

The Service

The Service is the collected tools and resources known as CultureConnector and related contractual actions such as technical maintenance which the Licensee orders. The specific Service is defined in the published Plan description, as modified from time to time.

The Licensor

The Licensor is Argonaut Training Facilities Ltd.

Argonaut

Argonaut is the Licensor.

The Licensee

The Licensee is the natural person, company or other legal entity which pays the Licensor for a licence to use the Service.

The Customer

For the purpose of this licence, the Customer is the person or organisation who uses the Service based on an agreement with the Licensee. In cases where the Customer takes a licence directly from Argonaut, the Customer and the Licensee are the same entity and “Customer” and “Licensee” may be used interchangeably in applying this licence agreement.

The Purchaser

The Purchaser is the individual person who completes the purchase transaction on behalf of the Licensee and whose email address is used for assigning the Licence in the service and to receive licence-related notifications.

Sub-licensing

Sub-licensing is the re-sale of Licences by the Licensee to Customers.

End User

The End-user is any person using the Service under the Licensee’s Licence.

The Licensee Contact Person

The Licensee Contact Person is the Purchaser unless

  • defined otherwise by written agreement between Argonaut and the Licensee
  • additional or different Organisation Managers are defined in CultureConnector’s organization management settings, in which case any person with the Organisation Manager role is considered to be the Licensee Contact Person.

Customer Contact Person

The Customer Contact Person is defined as the Contact Person in CultureConnector’s organisation management settings and should be an employee of the Customer.

Personal Licence

A Personal Licence is a license for one person received or purchased by a single individual. The Licensee in this case may be an individual or an organisation, according to the role and purchasing authority under which the Licence was bought.

Plans

The Plans are the categories of Licences which give different sets of rights and obligations to the Licensee and Licensor.

Purchase Price

The Purchase Price is that published on Argonaut’s web pages at the time of purchase or as agreed in writing by Argonaut and the Licensee.

Current Prices

Current Prices are those published in Argonaut’s web pages, including all variations for licence type, plan level, user numbers and other published pricing criteria. Current prices are modified by the Licensor from time to time.

Payment Date

The Payment Date is the day on which

  • the purchase is completed using Argonaut’s online payment system or
  • the money transfer is received into Argonaut’s bank.

The Licence Period

The Licence Period is the period of time for which the Licensor has rights to use the Service, starting

  • at the date of purchase in the case of online payment, as registered by Argonaut’s online payment system, or
  • at the date of payment, in the case of payment by other methods, or
  • as agreed in writing by the Licensor and Licensee.

The Licence starts on the first day of the Licence Period.

In the case of subscriptions, the Licence Period is the Minimum Subscription Period until extended by a renewal payment after the Minimum Subscription Period.

The Expiry Date

The Expiry Date is the day on which the Licence ceases for the reason that the Licence Period ends.

The Renewal Date

Renewal Date is the first day of the next billing cycle, the day on which the next subscription payment is due.

Minimum Subscription Period

The period for which the Licensee commits to paying the recurring charges for a licence.

Input Data

Input data is the personal registration details, questionnaire responses, comments and other inputs made by end-users through the normal user-interface of the Service and recorded on the Service’s database. The scope of these Terms and Conditions covers only the Input Data input by the Licensee’s own personnel. Input data includes personal data, as defined in article 4 of the European Union General Data Protection Regulation 2016/679.

Licensee’s Access Codes

Licensee’s Access Codes are passwords, usernames or customised web links provided by the Licensor to the Licensee or automatically generated by the Service under the Licence for use of the Licensee’s personnel and/or Customer’s personnel.

The General Conditions

The General Conditions are these terms and conditions attached to the Special Conditions.

The Special Conditions

The Special Conditions are the terms and conditions attached to these General Conditions

Special conditions

Intellectual property rights and branding

The Licence transfers no rights to the software, data or content to the Licensee, except the right to use the Service during the Licence Period.

The Licensee agrees to make all reasonable efforts to protect the Licensor’s intellectual property and to prevent unauthorised copying, piracy and other abuse.

The Licensee will give appropriate credit to the Licensor in its public and private claims about the Service.

The Licensee may purchase the right to co-brand and customise the user-interface of Service. Such co-branding and customisation does not give the Licensee rights to the intellectual property in the Service, with the exception of the logo or other graphic images uploaded/delivered by the Licensee for the purpose of co-branding.

Content created by the Licensor specifically for the Licensee will remain the intellectual property of the Licensor, unless otherwise agreed in a separate written agreement.

Input Data and security

The Licensor will take reasonable precautions to ensure that the Input Data is secure and confidentiality is maintained, at a level appropriate to the type of Input Data in the Service. The Licensee accepts that the Service exists for social connection, generation of training material, group analytics, learning and general debate, and therefore intentional sharing of data is a part of the Service.

The Licensor maintains a Security Policy which is available as a document to Licensees and Customers on request.

The Licensee will notify the Licensor if a higher level of security is required than that defined in the Security Policy. Any requirements additional to the Security Policy which will be agreed on in writing separately.

Input Data will be the property of the Licensor. The Licensee has access during the Licence Period to the Input Data to the extent that the Service allows such access through its normal user interface. The Licensee’s access to Input Data is determined by the Plan level, as published on Argonaut’s website. Access to Input Data is End-User specific, which means that Input Data for End-Users on different Plan levels may be different. It is the responsibility of the Licensee to familiarise key personnel with the access permissions at different Plan levels.

The Licensee confirms that the Licensee Contact Person and people in the following roles have authority to view any End User Input Data accessible under this Licensee’s Licence at the Purchase Date or made accessible later:

  • other Licensee Contact Persons or
  • others with direct or inherited rights in CultureConnector roles, such as Organisation Manager and Trainer.

The Licensee is responsible for managing the extent to which End User Input Data is shared with other End Users, for example as training material within a training group. The Licensor takes no responsibility for Input Data shared inappropriately by people who have gained access to the Input Data appropriately according to their role in the Service and according to correctly-functioning access levels in the Service.

The Licensee is responsible for initial handling of requests and enquiries from individual End Users who wish to see or remove their Input Data from the Service. The Licensor will erasure all personal identifying data from the system only by request from the End User or legal representative. The Licensee may not require erasure of an End-User’s personal data without the explicit individual request by the End User.

The Licensor may retain on the system’s database anonymised Input Data for statistical purposes. The Licensor may charge reasonable administrative fees for acting on the Licensee’s requests for release or erasure of data, in line with applicable data protection regulations.

The Licensor may process or disclose the Input Data for statistical, further research, development, service and process improvement purposes in any format on condition that the identity of individual users and specific organisations is not revealed.

Data Processing Addendum

An addendum to this agreement on the processing of data is available where required by data protection regulations, or where agreed by the Licensor and Licensee.

The Licensee is responsible for initiating agreement on the Data Processing Addendum when the Licensee is required by law or contract to have such an agreement.

Limitations on Sub-licensing

The Licensee may give or sell access under the Licence to Customers according to the terms of the different licences types, as follows:

  • Mix licences may be sublicensed to any number of Customer organisations
  • Personal Licences may be given or sold by the Licensee to an organization or individual
  • The Licence in the case of all other licence types is acquired and managed by the Licensee on behalf of a single organization and may not be divided, shared or sublicensed further than a single Customer organisation.

The Licensor accepts no commercial liability for sub-licensing and re-selling which falls outside the definitions in these Terms and Conditions.

The definition of a single organisation is done case by case by the Licensor at the sole discretion of the Licensor. The Licensee is required to nominate organisations and parts of organisations for consideration by the Licensor for inclusion in the definition of a single organisation.

Price and payment

The Licensee will pay for the Service in advance of the Licence Period. In the case of fixed-length Licences, the entire Licence Period will be paid in advance.

Payment for subscriptions

The Licensee commits to paying recurring charges in the case of subscription licence types.

In the case of recurring charges (subscriptions), the Licensee will pay before the Renewal Date. If payment is not received before the Renewal Date, the Licensor may suspend the Licensee’s access to the Service and initiate a process to recover the unpaid monies for the Minimum Subscription Period, plus delayed-payment interest at 10% above the prevailing base rate of the European Central Bank.

The Purchase Price at the first payment of a subscription will be fixed for all recurring charges during the Minimum Subscription Period. The Licensor has the right to change the prices for renewals after the Minimum Subscription Period. The Licensee has the right not to renew at any Renewal Date after the Minimum Subscription Period.

Terminating subscriptions

Instructions for terminating a subscription after the Minimum Subscription Period are available in Argonaut’s web pages.

Termination of Licences

The agreement between the Licensor and Licensee terminates automatically at the end of the Licence Period. In the case of subscriptions, the Licence Period is extended automatically on payment of the Current Price for the licence type for a further billing period.

Subscription licences renew automatically at the end of the Licence Period unless the Licensee fails to make a payment of a recurring charge after the Minimum Subscription Period or unless the Licensee notifies the Licensor in writing no less than one month before the renewal date of the intention to terminate the subscription.

The Licensee may terminate the subscription on any Renewal Date after the Minimum Subscription Period. Early termination during a fixed-length Licence or during the Minimum Subscription Period does not oblige the Licensor to repay money for the cancelled portion of the Licence Period and does not release the Licensee from the liability to pay for the full Minimum Subscription Period.

The Service

With the exception of fulfilling its statutory data-protection obligations, the Licensor is not obliged to perform any actions or provide any services beyond those defined in the Plan Descriptions and Product Descriptions in the Argonaut web pages and in Argonaut’s Security Policy and, where applicable, the Service Level Agreement.

The Licensor is not obliged to provide the Service to End Users of the Free plans.

Liability

With the exception of its statutory liability for data protection, the liability of the Licensor and the Licensor’s partners and sub-contractors is limited to the amount paid by the Licensee for the Service during the current Licence Period. The Licensor is not liable for problems of any kind arising from use of the Service for any purpose other than those described in the Licensor’s own published product information and defined as “proper” in these Terms and Conditions under the Proper use clause.

The Licensee is responsible for storing and distributing access codes securely, according to Argonaut’s Security Policy and is liable for actions relating to the Service taken by people using the Licensee’s access codes.

No exclusivity

The Licence gives no exclusive rights to sub-licence the Service to any single Customer or in any single territory.

Proper use

The Licensee agrees to make reasonable efforts to ensure that the Service is used exclusively for its proper purpose. The proper purpose for the Service is development of more effective interactions between people, and greater mutual understanding. The Licensee must not present or use the Service as an instrument for harming the interests or reputations of cultural groups.

The Licensee will make reasonable efforts to ensure that its own personnel, Customers and End-users will not use the Service:

  • to upload, transmit or create any defamatory, offensive or abusive material, material of an obscene or menacing character or material which is likely to cause harm to the Licensor or any other computer system or contravenes any applicable law; or
  • in breach of any copyright or any other intellectual property right or other rights of any third party
  • in any way which contravenes the Privacy Notice and Community Rules accepted at signup for the Service.

The Licensee will make reasonable efforts to ensure that its own personnel, Customers and End-users will:

  • prevent access codes from being disclosed to any inappropriate third party or otherwise abused;
  • ensure that the Licensee and End-users have the appropriate equipment, connections and software to access the Service, according to the technical requirements published on the Argonaut website
  • obtain the necessary permission and ensure compliance with all applicable laws and regulations for the Licensee and End-users to use the Service, including uploading and download of material and data;
  • ensure the proper treatment of any information, programs and other content or material that the Licensee and End-users uploads, transmits, creates or receives using the Service, including, any breaches of security, losses of data, programs, viruses and disabling or damaging devices that the Licensee and End-users may download or otherwise experience as a result of the use of the Service; and
  • amend or erase all information, content or material generated by the Service which the Licensee and the Licensee’s agents have stored outside of the Service, when a valid request is received from an End User, in accordance with applicable data protection regulations.

The Licensor will ensure that the relevant terms relating to the proper use of the Services are notified to End Users of their obligations regarding proper use, and that End Users are enabled or required to give and withdraw their acceptance of these terms, as appropriate.

For the avoidance of doubt, the Licensor is not responsible or liable for any improper use of the Service by End-users which are not its own personnel.

General conditions

Licence

Subject to the terms and conditions of this Licence, the Licensor grants to the Licensee a non-exclusive, non-transferable licence to:

  • access and use the Service for the Licensee’s own internal use; and
  • where applicable, according to the conditions on sub-licensing, enable employees of the Licensees’ Customers to use the Service.

Payment

The Licensee agrees to pay the Licensor the published fees in accordance with the Price and Payment clause in the Special Conditions.

All payments due under this Licence are quoted exclusive of Value Added Tax and any other taxes applicable from time to time, which, if applicable, will also be paid by the Licensee at the rate prescribed by law.

Termination

In addition to the Termination of Licences specified in the Special Conditions, either party may terminate this Licence immediately on written notice:

  • upon the other party’s breach of this Licence if such breach is not remedied (if remediable) within 10 days from the date of written notice to the other party specifying the breach; or
  • if the other party goes into liquidation, either compulsory or voluntary, or if a receiver, administrator or administrative receiver is appointed in respect of the whole or any part of the Licensee’s assets or any similar event occurs or if either party ceases or publicly threatens to cease trading

Termination of this Licence will not affect any accrued rights or liabilities of either party, nor affect the obligations to pay fees due under the Payment clauses, nor application of the Competition, Confidentiality and Input data and security clauses in this Licence.

The Licensor will be entitled to suspend access to the Service by the Licensee and/or any End-user:

  • for breach of this Licence by the Licensee or the Privacy Notice or Community Rules for use of the Service available at Signup and in the public pages of the Service; or
  • if the Service suffers a security breach; or
  • otherwise to carry out preventative, remedial or routine maintenance of the Service.

Data protection

The Licensee warrants that it will meet its obligations under applicable data protection laws to cover its activities under this Licence and that it will indemnify and hold the Licensor harmless from any liability arising by virtue of a failure to comply with the Licensee’s own obligations for data protection.

The Licensor or any of its agents and associated service providers may process and disclose the Input Data for the purposes of administering this Licence, the Service, or related services and as described in the Input Data and Security clause in the Special Conditions. The Licensee expressly agrees, and will as necessary obtain the consent of Customers and End-users, to such information and data being processed and disclosed in this way.

Service features and availability

The Licensor provides the Service on an “as-is, as-available” basis, with specific features defined by the Plan Descriptions, Product Descriptions, where applicable, Service Level Agreement.

The Licensor will be free at its sole discretion to modify, enhance and otherwise change the layout, format, features, functionality and design of the Service from time to time.

Intellectual property

All custom software code from which the Service is composed is the property and liability of the Licensor.

Any manual or other information, programs and other content or material that the Licensor creates or supplies in or in connection with the Service will belong to the Licensor.

Except as expressly stated in this Licence, neither party will acquire any rights to any copyright or other intellectual property belonging to the other as a result of the provisions of this Licence.

The Licensor warrants that it owns or has the rights to the Service, and that it has the rights to grant the Licensee the licence to use the Service in accordance with this agreement, and that the use of the Service by the Licensee in accordance with this agreement will not breach any third-party rights.

Indemnity

With the exception of the statutory liabilities of the Licensor, the Licensee agrees to fully indemnify and hold the Licensor harmless from and against:

  • all losses, actions, claims, costs, expenses and liabilities of any third party (including Customers and End-Users) resulting from or in connection with their use of the Service; and
  • all losses, costs, actions, claims, expenses and liabilities whatsoever suffered or incurred directly or indirectly by the Licensor in consequence of the Licensee’s breach or non-observance of these terms.

The Licensor indemnifies the Licensee against all claims, costs, expenses resulting from breach of third party intellectual property rights in the Service.

Each party’s liability to indemnify the other under this agreement will be reduced proportionally to the extent that any act or omission of the indemnified party has contributed to the claim, cost or expense.

Limited warranty and limitation of liability

The Licensor warrants that during this Licence Period the Service will materially perform in accordance with the Licensor’s Product Descriptions at https://www.argonautonline.com/cultureconnector/prices-and-plans/ and Service Level Agreement.

If this warranty is breached the Licensor will be entitled to notice by the Licensee and then 30 days to remedy the breach, failing which the matter will be resolved in accordance with the dispute management procedure set out in Disputes and law clause.

The Licensor accepts no liability in contract, tort or otherwise, including negligence for:

  • inability to gain access to the Service;
  • loss of business-critical data for which the Licensee has no backup
  • viruses and disabling or harmful devices that the Licensee or End-users may download or otherwise experience by using the Service;
  • any act or omission of persons who may gain access to the Service and any damage or losses suffered through fraudulent or unauthorised use of the Service, with the exception of the Licensor’s statutory liability under applicable data protection regulations
  • Input Data or programs interfaced to the Service;
  • improper use of any data, information, content or material created using the Service;
  • loss of profits, revenue, contracts, anticipated savings, goodwill or indirect or consequential losses arising from use of or inability to use the Service or however arising;
  • any failure, delay, loss or damage which may be suffered by the Licensee or any of the Licensee’s customers or End-users due to any cause beyond the Licensor’s reasonable control, including without limitation any power or telecommunications failure and the actions of other users of the Service.

The Licensor’s total aggregate liability to the Licensee, whether in contract, tort or otherwise, including negligence, howsoever arising out of or in connection with this Licence will be limited as described in the Liability clause in the Special Conditions.

Nothing in this Licence will exclude or limit the Licensor’s liability for death or personal injury caused by its negligence or for fraud.

To the fullest extent permitted by law and except as otherwise provided in this Licence, the Licensor excludes all other warranties, representations, terms and conditions, whether express or implied, statutory, customary or otherwise.

Confidentiality

Each party undertakes to the other that during this Licence and thereafter it will keep, and ensure that its employees, agents and sub-contractors keep, secret and confidential, and not disclose to any third party (except as allowed by these Terms and Conditions) any information or material of a confidential nature relating to the other party received or obtained through use of this Licence unless such information or material is required by law to be disclosed by them or in is the public domain otherwise by means other than breach of the Confidentiality and Input and data security clauses in this Licence.

Disputes and law

If any dispute arises out of or in connection with this Licence, either party may on notice to the other refer the dispute for resolution in accordance with this Disputes and law clause.

The Licensor and the Licensee will use all reasonable endeavours to negotiate in good faith and settle amicably any dispute that may arise out of or in connection with this Licence. If appropriate representatives of the parties cannot settle any such dispute amicably through ordinary negotiations, the dispute will be referred to the chief executive officers (or equivalent, or mutually agreed senior officers) of each party who will meet in order to resolve the dispute.

If any dispute is not resolved within 30 days of such referral then the dispute, at the election of either party, may be submitted to the English courts to be adjudicated under the laws of England and Wales, or if the parties otherwise agree, some other alternative dispute resolution forum.

The parties irrevocably accept the exclusive jurisdiction of the English courts.

Notices

Any notices will, unless otherwise expressly stated, be in writing and sent by email or priority post to the other party’s address as published in writing from time to time. Any notice sent by priority post will be considered to have been delivered four days after its posting. Any notice given by email will be considered to have been delivered on the next working day.

Assignment

The Licensee may not without the Licensor’s prior written consent assign, transfer or subcontract any rights or obligations of the Licensee except to a Customer.

The Licensor will have the right to assign or transfer all or any of its rights and obligations to any third party on written notice to the Licensee.

Waiver

Failure by either party to exercise or enforce any right conferred will not be considered to be a waiver of any such right nor operate so as to prevent exercise or enforcement of that right or of any other right on any later occasion.

Variation

The Licensor reserves the right to vary these terms from time to time on written notice to the Licensee. The Licensee will be considered to have accepted the changes if the Licensee and End-users continue to use the Service after a period of 30 days from delivery of the notice.

Entire licence

This Licence, the Security policy, Privacy Notice, Community Rules and where applicable Data Processing Addendum and Service Level Agreement contain the entire understanding between the parties with respect to the subject matter and supersede all prior representations, statements, or arrangements made by either party.

Each party acknowledges that it is not entering into this Licence in reliance on any representation of the other except those contained in this Licence.

Severability

If any provision of this Licence is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable, or if indications of such are received by either of the parties from any relevant competent authority, then the provision will be severed from this Licence and the remaining provisions will remain in full force and effect.

Contact

Chief Executive Officer
Argonaut Training Facilities Ltd
44 Kensington Square
London W8 5HP
United Kingdom