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Terms and Conditions of use

PLEASE READ CAREFULLY BEFORE ACCESSING THE COSYNC APP:

This licence agreement (Licence) is a legal agreement between you (Licensee or you) and Codat Limited of 301 Ink Rooms, 28 Easton Street, London, WC1X 0BE (Codat, us or we) for use of the Cosync app (Software).

We license use of the Software to you on the basis of this Licence. We do not sell the Software to you. We remain the owners of the Software at all times.

IMPORTANT NOTICE TO ALL USERS:

  • BY ACCESSING THE COSYNC SOFTWARE YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU AND YOUR EMPLOYEES.
  • IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, YOU MUST NOT ACCESS THIS SOFTWARE.

You should print a copy of this Licence for future reference.

1. GRANT AND SCOPE OF LICENCE

In consideration of you accessing the app and you agreeing to abide by the terms of this Licence, we grant to you a non-exclusive, non-transferable licence to use the Software on the terms of this Licence. You may download, install and use the Software for your internal business purposes only.

2. RESTRICTIONS

2.1 Except as expressly set out in this Licence or as permitted by any local law, you undertake:

  1. not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software;
  2. not to make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
  3. except as may be allowed by any applicable law which is incapable of exclusion or by agreement between the parties (including as expressly permitted under this Agreement), attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
  4. not to provide or otherwise make available the Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person other than your employees without prior written consent from us.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 You acknowledge that all intellectual property rights in the Software anywhere in the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the other than the right to use them in accordance with the terms of this Licence.

3.2 You acknowledge that you have no right to have access to the Software in source code form.

4. DATA

4.1 Where we are a Controller in relation to personal data under this Licence, we may use personal data in the manner set out in Privacy Notice on our website, and as further set out in this Licence.

4.2 You will place business and accounting data relating to your business on to the Software (“Data”). We will use commercially reasonable efforts to refrain from accessing, using or any Personal Data other than as necessary to provide the Data for use by you in accordance with this Licence. To the extent any Data does constitute Personal Data, the terms set out in Schedule 1 shall apply.

4.3 You agree we shall have the right to store, use, reformat and distribute and otherwise process such Data through the Software as required under this Licence, including for providing support to you and for generic product development. You warrant that, where required by law or contract with any third party, you have separately obtained all necessary consents relating to the Data being stored and/or processed by us under this Licence.

5. TERM AND TERMINATION

5.1 This Licence commences on the date you accept it and continues until it has been terminated by either party.

5.2 Codat may terminate this Licence at any time on notice to you. You may terminate this Licence by ceasing to use the Software. On termination for any reason, all rights granted to you under this Licence shall cease and you must immediately cease all activities authorised by this Licence.

6. INDEMNITY

You shall defend, indemnify and hold harmless Codat, its officers, directors and employees against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Software.

7. LIMITATION OF LIABILITY

7.1 You acknowledge that the Software has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Software meet your requirements.

7.2 We only supply the Software for internal use by your business, and you agree not to use the Software for any re-sale purposes.

7.3 Nothing in this Licence shall limit or exclude our liability for death or personal injury resulting from our negligence; fraud or fraudulent misrepresentation; any other liability that cannot be excluded or limited by English law.

7.4 We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings; loss or corruption of data or information; loss of business opportunity, goodwill or reputation; where any of the losses set out in this clause are direct or indirect; or any special, indirect or consequential loss, damage, charges or expenses.

7.5 Subject to clause 7.3, our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the Licence Fee paid under this Licence in the 12 months preceding the date of such a breach.

7.6 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

8. COMMUNICATIONS BETWEEN US

8.1 We may update the terms of this Licence at any time on notice to you in accordance with this clause. Your continued use of the Software following the deemed receipt and service of the notice under clause 8.3 shall constitute your acceptance to the terms of this Licence, as varied. If you do not wish to accept the terms of the Licence (as varied) you must immediately stop using and accessing the Software on the deemed receipt and service of the notice.

8.2 If we have to contact you, we will do so by email you provided in accordance with your registration of the Software.

8.3 Note that any notice: (a) given by us to you will be deemed received and properly served 24 hours after it is first posted on our website or 24 hours after an email is sent; and (b) given by you to us will be deemed received and properly served 24 hours after an email is sent.

8.4 In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.

9. OTHER IMPORTANT TERMS

9.1 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence. You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.

9.2 This Licence constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence.

9.3 If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing and that will not mean that we will automatically waive any later default by you.

9.4 Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

9.5 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.

Schedule 1 – Data Processing Addendum

  1. Definitions. The following definitions will apply in this Schedule and the Licence:
    • Applicable Data Protection Law: means as relevant the UK GDPR and EU General Data Protection Regulation (Regulation 2016/679).
    • Controller: shall have the meaning given in the UK GDPR and EU General Data Protection Regulation (Regulation 2016/679).
    • Data Subject: shall have the meaning given in the UK GDPR and EU General Data Protection Regulation (Regulation 2016/679).
    • EU Model Clauses: the controller-to-processor standard contractual clauses approved by the European Commission under Decision 2016/679/EU.
    • Personal Data: shall have the meaning given in Applicable Data Protection Law and for the purposes of this Licence shall refer to Personal Data only Processed in relation to this Licence.
    • Processor: shall have the meaning given in the UK GDPR and EU General Data Protection Regulation (Regulation 2016/679).
    • Process / Processor: shall have the meaning given in the UK GDPR and EU General Data Protection Regulation (Regulation 2016/679).
    • Special Categories of Personal Data: shall have the meaning given in the UK GDPR and EU General Data Protection Regulation (Regulation 2016/679).
    • UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
  2. You appoint Codat as a Processor to Process the Personal Data described in this Licence (specifically, limited business contact details and business financial and transactional information that is contained in the Data) for the purposes described in this Licence (or as otherwise agreed in writing by the parties), which shall include instructing Codat to aggregate and anonymise the Data as required to produce non-Personal Data that Codat can use to provide support to you and for generic product development purposes (the "Permitted Purpose"). Each party shall comply with the obligations that apply to it under Applicable Data Protection Law. If Codat becomes aware that Processing for the Permitted Purpose infringes Applicable Data Protection Law, it shall promptly inform you and cease such Processing.
  3. You will not disclose (and shall not permit any Data Subject to disclose) any Special Categories of Personal Data to Codat for Processing.
  4. Codat will not transfer the Data outside of the UK or European Economic Area ("EEA") unless we have taken such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law. Where so required to ensure that the transfer occurs in compliance with Applicable Data Protection Law, the parties agree that these Conditions shall incorporate the terms of the EU Model Clauses.
  5. Codat shall ensure that any person it authorises to Process the Data (an "Authorised Person") shall protect the Data in accordance with Codat's confidentiality obligations under these Conditions.
  6. Codat shall implement technical and organisational measures to protect the Data (i) from accidental or unlawful destruction, and (ii) loss, alteration, unauthorised disclosure of, or access to the Data (a "Security Incident").
  7. You consent to Codat engaging third party subprocessors to Process the Data for the Permitted Purpose provided that: (i) Codat maintains an up-to-date list of its subprocessors at https://cosync.app/privacy-policy/, which it shall update with details of any change in subprocessors at least 10 days' prior to any such change; (ii) Codat imposes data protection terms on any subprocessor it appoints that require it to protect the Data to the standard required by Applicable Data Protection Law; and (iii) Codat remains liable for any breach of this clause that is caused by an act, error or omission of its subprocessor. You may object to Codat's appointment or replacement of a subprocessor prior to its appointment or replacement, provided such objection is based on reasonable grounds relating to data protection. In such event, Codat will either not appoint or replace the subprocessor or, if this is not possible, Codat may suspend or terminate this Licence.
  8. Codat shall provide reasonable and timely assistance to you (at your expense) to enable you to respond to: (i) any request from a Data Subject to exercise any of its rights under Applicable Data Protection Law (including its rights of access, correction, objection, erasure and data portability, as applicable); and (ii) any other correspondence, enquiry or complaint received from a Data Subject, regulator or other third party in connection with the Processing of the Data. In the event that any such request, correspondence, enquiry or complaint is made directly to Codat, Codat shall promptly inform you providing full details of the same.
  9. Codat shall provide reasonable cooperation to you (at your expense) in connection with any data protection impact assessment that may be required under Applicable Data Protection Law.
  10. If it becomes aware of a confirmed Security Incident, Codat shall inform you without undue delay and shall provide reasonable information and cooperation to you so that you can fulfil any data breach reporting obligations you may have under (and in accordance with the timescales required by) Applicable Data Protection Law. Codat shall further take any such reasonably necessary measures and actions to remedy or mitigate the effects of the Security Incident and shall keep you informed of all material developments in connection with the Security Incident.