WHO WE ARE AND WHAT THIS AGREEMENT DOES

We are TickAudit Limited, a private limited company incorporated and registered in Scotland with company number SC542115 whose registered office is at 272 Bath Street, Glasgow, Scotland, G2 4JR (TickAudit, we or us).

Please read these terms carefully. These terms are entered into by and between you and TickAudit and apply to anyone who visits and uses the TickAudit dashboard and mobile application (App) or purchases and uses services offered by us, whether through the App or otherwise.

By accessing or otherwise using our App or our Services, or by clicking to accept or agree to these terms when this option is made available to you, you (1) acknowledge that you have read and understood these terms, (2) represent and warrant that you meet any eligibility requirements for using the App described in these terms, and (3) accept and agree to be bound by these terms, including any other terms applicable to our services that are incorporated herein by reference. If you are using our services on behalf of an entity, you agree to these terms for that entity and represent to us that you have the authority to bind that entity to these terms (in which case “you” will refer to that entity). If you do not accept these terms or do not satisfy the eligibility requirements set forth below, you may not access or use the App or our services.

Subject to the remainder of these terms, we license you to use:

• the TickAudit dashboard and mobile application, the data supplied with the applications, and any updates or supplements to it;
• the related online documentation (Documentation); and
• the service you connect to via the App and the content we provide to you through it (Service) as permitted in these terms.

YOUR PRIVACY

We only use any personal data we collect through your use of the App and the Services in the ways set out in our privacy policy https://tickaudit.com/privacy-policy-tickaudit.

Please be aware that internet transmissions are never completely private or secure and that any message or information you send using the App or any Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

OPERATING SYSTEM REQUIREMENTS

The App requires use of a web enabled device (mobile phone, laptop, tablet, other). You acknowledge that our Services do not include any services, systems or equipment required to access the internet (and that you are solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by you in connection with use of the App and our Services).

SUPPORT FOR THE APP AND HOW TO TELL US ABOUT PROBLEMS

Support. If you want to learn more about the App or the Service or have any problems using them please take a look at our support resources at tickaudit.com.

Contacting us (including with complaints). If you think the App or the Services are faulty or misdescribed or wish to contact us for any other reason please email our customer service team via tickaudit.com.

How we will communicate with you. If we have to contact you we will do so by notifications within the App, email, by SMS or by pre-paid post, using the contact details you have provided to us.

HOW YOU MAY USE THE APP, INCLUDING HOW MANY DEVICES YOU MAY USE IT ON

In return for your agreeing to comply with these terms you may:

• download or stream a copy of the App onto your device and view, use and display the App and the Service on such device for your use only for the purpose of carrying out audits as described in the Documentation.
• use any Documentation to support your permitted use of the App and the Service.
• receive and use any free supplementary software code or update of the App incorporating “patches” and corrections of errors as we may provide to you.

YOU MUST BE 18 TO ACCEPT THESE TERMS AND BUY THE APP

You must be 18 or over to accept these terms and use the App.

YOU MAY NOT TRANSFER THE APP TO SOMEONE ELSE

We are giving you personally the right to use the App and the Service as set out above within the paragraph entitled “HOW YOU MAY USE THE APP”. You therefore may not share your account with, or allow access to your account by, any third party.

As you will be responsible for all activity that occurs under your access credentials, you agree to use reasonable efforts to prevent unauthorised access to or use of the App and to preserve the confidentiality of your password, and any device that you use to access the App. You will be solely responsible for maintaining the confidentiality of your password.

If you have any reason to believe that your account has been compromised or that your account has been accessed by a third party, you agree to immediately notify us. You will be solely responsible for any losses incurred by us and any others due to any unauthorised use of your account.

CHANGES TO THESE TERMS

We may need to change these terms to reflect changes in law or best practice or to deal with additional features which we introduce.

We will give you at least 30 days notice of any change by sending you an email or SMS with details of the change or notifying you of a change when you next start the App.

If you do not accept the notified changes you will not be permitted to continue to use the App and the Service.

UPDATE TO THE APP AND CHANGES TO THE SERVICE

From time to time we may automatically update the App and change the Service to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively we may ask you to update the App for these reasons.

We strongly suggest that you download all updates as soon as they become available. If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using the App and the Services, the App may not work properly (or at all), or you may be exposed to security vulnerabilities, depending on the nature of the update.

IF SOMEONE ELSE OWNS THE PHONE OR DEVICE YOU ARE USING

If you download or stream the App onto any phone or other device not owned by you, you must have the owner’s permission to do so. You will be responsible for complying with these terms, whether or not you own the phone or other device. If You no longer have control or use of the device you must delete the App from the device and prevent further access to the Services.

WE MAY COLLECT TECHNICAL DATA ABOUT YOUR DEVICE

By using the App or any of the Services, you agree to us collecting and using technical information about the devices you use the App on and related software, hardware and peripherals to improve our products and to provide any Services to you.

WE MAY COLLECT LOCATION DATA (BUT YOU CAN TURN LOCATION SERVICES OFF)

Certain Services including the App, may make use of location data sent from your devices. You can turn off this functionality at any time by turning off the location services settings for the App on the device. The App will still function if location services are off, but its functionality may be reduced or affected. If you use these Services, you consent to us and our affiliates’ and licensees’ transmission, collection, retention, maintenance, processing and use of your location data and queries to provide and improve location-based services.

You may stop us collecting such data at any time by turning off the location services settings.

WE ARE NOT RESPONSIBLE FOR OTHER WEBSITES YOU LINK TO

The App or any Service may contain links to other independent websites which are not provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any).

You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them.

LICENCE RESTRICTIONS

You agree that you will:

• not rent, lease, sub-license, loan, provide, or otherwise make available, the App or the Services in any form, in whole or in part to any person without prior written consent from us;
• not copy the App, Documentation or Services, except as part of the normal use of the App or where it is necessary for the purpose of back-up or operational security;
• not translate, merge, adapt, vary, alter or modify, the whole or any part of the App, Documentation or Services nor permit the App or the Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the App and the Services on devices as permitted in these terms;
• not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the App or the Services nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the App to obtain the information necessary to create an independent program that can be operated with the App or with another program (Permitted Objective), and provided that the information obtained by you during such activities:
  • is not disclosed or communicated without the Licensor’s prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and
  • is not used to create any software that is substantially similar in its expression to the App;
  • is kept secure; and
  • is used only for the Permitted Objective;
• comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the App or any Service.

ACCEPTABLE USE RESTRICTIONS

You must:

• not use the App or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the App, any Service or any operating system;
• not infringe our intellectual property rights or those of any third party in relation to your use of the App or any Service, including by the submission of any material (to the extent that such use is not licensed by these terms);
• not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App or any Service;
• not use the App or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;
• not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service; and
• not access or use the App, the Documentation or the Service in order to build a product or service which competes with, or is intended to be used in place of, the App, the Documentation or the Service.

INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights in the App, the Documentation and the Services (including in any and all bespoke services, interfaces, features or functionality) throughout the world belong to us (or our licensors) and the rights in the App and the Services are licensed (not sold) to you. You have no intellectual property rights in, or to, the App, the Documentation or the Services other than the limited, non-exclusive, non-transferable, revocable right to access and use them in accordance with these terms.

To the extent that you or any person acting on your behalf acquires any intellectual property rights in the App, the Documentation or the Services or any part thereof, you shall assign or procure the assignment of such intellectual property rights with full title guarantee (including by way of present assignment of future intellectual property rights) to us or such third party as we may elect. You shall execute all such documents and do such things as we may consider necessary to give effect to this clause.

All intellectual property rights in your data that is provided to us or uploaded or hosted on any part of the App (Customer Data), but excluding any Feedback as defined below, belong to you or the relevant third party owner. You hereby grant a royalty-free, non-transferable, non-exclusive licence for us (and each of its direct and indirect sub-contractors) to use, copy and other otherwise utilise Customer Data to the extent necessary to perform or provide the Services or to exercise or perform our rights, remedies and obligations under these terms.

We may use any feedback and suggestions for improvement relating to the App, the Documentation and the Services provided by you or on your behalf (including any requests for any bespoke services, interfaces, features or functionality) without charge or limitation (Feedback). You hereby assign (or shall or procure the assignment) of all intellectual property rights in the Feedback with full title guarantee (including by way of present assignment of future intellectual property rights) to us at the time such Feedback is first provided to us. You hereby waive (and shall ensure all relevant third parties have waived) all rights to be identified as the author of any work, to object to derogatory treatment of that work and all other moral rights in the intellectual property rights assigned to us under these terms.

OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

Warranty disclaimer: Except as expressly provided in these terms (1) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these terms, and (2) the App, the Services and the Documentation are provided to you on an “as is” basis

We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these terms or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you accepted these terms, both we and you knew it might happen.

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.

When we are liable for damage to your property. If defective digital content that we have supplied damages a device or digital content belonging to you, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

Limitation on our total liability. Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these terms shall be limited to 200% of the total subscription fees paid by you during the 12 months immediately preceding the date on which the claim arose.

We are not liable for certain losses. We will have no liability whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these terms.

Limitations to the App and the Services. The App and the Services are provided for general information and entertainment purposes only. They do not offer advice on which you should rely. You assume sole responsibility for results obtained from the use of the App and the Services and for conclusions drawn from such use, and you must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from the App or the Service. Although we make reasonable efforts to update the information provided by the App and the Service, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.

Please back-up content and data used with the App. We recommend that you back up any content and data used in connection with the App, to protect yourself in case of problems with the App or the Service.

Check that the App and the Services are suitable for you. The App and the Services have not been developed to meet your individual requirements. Please check that the facilities and functions of the App and the Services (as described in the Documentation) meet your requirements.

We are not responsible for events outside our control. If our provision of the Services or support for the App or the Services is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event  but if there is a risk of substantial delay you may contact us to end your contract with us and receive a refund for any Services you have paid for but not received.

WE MAY END YOUR RIGHTS TO USE THE APP AND THE SERVICES IF YOU BREACH THESE TERMS

We may suspend or end your rights to use the App and Services at any time by contacting you if you have broken these terms in a serious way. If what you have done can be put right we will give you a reasonable opportunity to do so.

If we end your rights to use the App and Services:

• You must stop all activities authorised by these terms, including your use of the App and any Services.
• You must delete or remove the App from all devices in your possession and immediately destroy all copies of the App which you have and confirm to us that you have done this.
• We may remotely access your devices and remove the App from them and cease providing you with access to the Services.

WE MAY TRANSFER THIS AGREEMENT TO SOMEONE ELSE

We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

YOU NEED OUR CONSENT TO TRANSFER YOUR RIGHTS TO SOMEONE ELSE

You may only transfer your rights or your obligations under these terms to another person if we agree in writing.

NO RIGHTS FOR THIRD PARTIES

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

IF A COURT FINDS PART OF THIS CONTRACT ILLEGAL, THE REST WILL CONTINUE IN FORCE

Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

EVEN IF WE DELAY IN ENFORCING THIS CONTRACT, WE CAN STILL ENFORCE IT LATER

Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

WHICH LAWS APPLY TO THIS CONTRACT AND WHERE YOU MAY BRING LEGAL PROCEEDINGS

This agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales and in the event of any dispute the parties hereby submit to the exclusive jurisdiction of the English courts. The courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).