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Full policy

Licence Agreement for the use of "LMS" e-Learning platform and its contents

1.       Introduction

Term                     Definition

Client                    The subject who purchases the services delivered through the Platform for one or more Users.

Course                  OCRPL material available through the Platform, designed to ensure a solid training programme.

Tutor                     An accredited OCRPL resource who realises one or more Courses and can provide support to the User during the use of the aforementioned.

OCRPL                   The Oxford Centre for Religion and Public Life - The company owner of the Platform and all its content, including the courses.

TSA                        The Shepherd’s Academy - The organisational unit of OCRPL which follows the planning and realisation of all services in the training field, including those delivered through the Platform.

LMS                       Learning Management System - The platform (infrastructure) designed and hosted by OCRPL in order to offer online (e-learning) courses.

Platform              Synonymous of Learning Management System.

User                      A user of the learning management System in possession of a User ID.

User ID                 Information needed to access the Learning Management System and all related data. A User ID is uniquely assigned to a User in order to access to the Courses that have been activated for him or her.

These terms and conditions of use apply to the Users of the Learning Management System. You are therefore kindly requested to read them carefully because by using the LMS, the User agrees to respect them all.

If you do not agree to the terms and conditions of use below, then you are not authorised to use the Platform and the Courses delivered through it.

2.       Condition of use

OCRPL allows access to and use of the platform and the courses on the following conditions:

2.1   The LMS platform and the Courses delivered through it are available once payment has been made in accordance with the business proposal set out by OCRPL and subscribed to by the Client. Access is activated for the Users nominated by the Client and only for the period stated in the agreement. At the end of this period, OCRPL may proceed to block User access to the course(s) and/or to LMS if those Users do not have access to other Courses.

2.2   The User agrees to use the Platform only for legitimate purposes and not to violate the rights of anyone else or not to limit or inhibit its legal use for anyone else. Prohibited behaviour include, in addition to acts of piracy or acts which limit or prevent the availability of the LMS, also causing injuries or harassment to any other user, the transmission of obscene things, the access to the platform if not holding an ID or when impersonating other users.

2.3   OCRPL will closely monitor the occurrence of these behaviours and, if found, will, at its sole discretion, remove access to the platform for the user(s) who have been guilty of such acts.

2.4   It is forbidden to probe, scan or test the accessibility and/ or vulnerability of the Platform or any network to which it is connected, or to violate the security or authentication measures of the Platform or any other network to which it is connected.

2.5   It is forbidden to interfere, using any automatic or manual appliance, program, algorithm or other means, with the correct functioning of the Platform or any operation conducted on it.

2.6   Each User is responsible for any content published on the Platform such as, and this is purely an example, messages or exercises solutions. The User relieves OCRPL of any responsibility in relation to any content published.

2.7   The User will notify OCRPL immediately if they notice other Users behaving in a way that is in violation of these conditions. They will also relieve OCRPL from any responsibility and exempt them (OCRPL) from any request for compensation for damage or loss when such damage or loss has not been caused by the organisation (OCRPL).

3.       Intellectual Property

3.1   All copyrights, brands, materials, rights, patents and other intellectual property (registered and non-registered by OCRPL and others) and all the contents that are on the LMS platform must remain property of OCRPL or of other declared legitimate owners. The User agrees not to infringe any intellectual property rights of the content of the Platform (Courses included) and of the Platform itself and to accept and respect the property of such rights and all the regulations that protect them.

3.2   It is forbidden to copy, reproduce, republish, break apart, dis-compile, download, send, distribute, transmit, or make available to the public any material or content or portion, file or information on the Platform.

3.3   You are allowed to copy and print material from the Platform only for personal use and for the training purposes for which it was designed.

3.4   The material downloaded or printed must not be modified and must be destroyed at the end of the access period for the Course to which it belongs.

3.5   The User will be held directly responsible for any improper use or distribution of the material and from the damage that derives from that.

4.       Accuracy of the content and the information

4.1   The training material contained on and delivered by the Platform and the Platform itself have been accurately checked to the best of our knowledge. The Courses are also accredited by independent third parties where stated. However, any guarantee for the Platform and all its contents not strictly covered by the appropriate law is excluded.

4.2   In particular, the OCRPL teachers and OCRPL itself cannot be held responsible in any way for possible damages, direct or indirect, which are a consequence of the use of the contents present on the Platform and the Platform itself.

4.3   The training material on the Platform and the Platform itself can be updated at any time if requested by the Teachers or by the Course accreditation bodies, where applicable, or for technical reasons that reflect updates in knowledge, the improvement of the learning experience, the correction of any formal errors, theoretical or technical which may have been identified.

4.4   The content of any links to external sources of information that are present on the Platform must not be considered or interpreted as having been approved by OCRPL.

4.5   These conditions of use are only applicable to the Platform and as such cannot be applied to the content of other websites referenced on it. It is therefore recommended that you read the conditions of use and the privacy policy that regulates these web sites.

5.       Responsibility

5.1   Security and Service conformity

5.1.1         Although OCRPL has strived to provide the maximum possible during the planning, programming and delivery of the services offered via the Platform, it cannot guarantee that the Platform itself or any of its content, services or functions are without error, available without interruptions, compatible with all kinds of hardware or software (browser for example) or that potential defects are correct or that the use of the Platform will provide the results expected by the Client and / or User. The Platform and its contents are therefore offered and delivered “as they are” and “as available” without any guarantee of suitability for specific uses.

5.1.2         A minimum of suitable skills and equipment are required for the use of the Platform and the Courses available via it. The details related to such requirements are available on the OCRPL site.

5.1.3         The failure to satisfy the requirements needed to use the Platform could lead to problems with the use of the materials for which OCRPL cannot be held responsible.

5.1.4         Although OCRPL pays particular attention to ensuring the highest possible security for the Platform, it cannot guarantee that any file or data downloaded from it is free of viruses, contamination or negative effects. The responsibility for periodic checks and all the measures intended to pick up on and minimise the impact of viruses or other attacks on the User’s personal computer are entirely the responsibility of the User.

5.1.5         Analogically, it is the responsibility of the User to ensure the correct use and conservation of the date needed for the User ID.

5.2   User ID

5.2.1         All of the LMS functions and services are available only with the creation of a specific User ID.

5.2.2         A User ID is created by OCRPL for every User and, is associated and communicated to that User. The User is entirely responsible for keeping the information relating to the User ID confidential (including user name and password) and is also responsible for what may happen if they fail to do so.

5.2.3         In particular, the User must:

5.2.3.1    always disconnect from the Platform when he leaves his PC unattended;

5.2.3.2    not transmit information relating to User ID via mail without encrypting it.

5.2.4         By using the Platform:

5.2.4.1    You recognise the need and agree to notify OCRPL immediately if you become aware of any unauthorised use of the User ID.

5.2.4.2    You agree not to use the User ID of any other User;

5.2.4.3    Recognise that OCRPL cannot be held responsible for any damages or losses that derive from your failure to understand these obligations.

5.3   Responsibility

5.3.1         OCRPL does not accept responsibility for direct or indirect damages, losses for the Client and or User or any third party that derives from the use of the Platform or its contents, unless there is a specific legal obligation and even then only minimally.

5.3.2         You agree to defend, protect and keep OCRPL and all its staff exempt from claims, responsibilities, damages, losses or expenses including legal expenses, that derive from or are connected to your violation of these terms and conditions of use.

6.       Personal Data

6.1   The Data Controller of the Platform data is CRI headquartered in Virginia, USA.

6.2   In order to use the platform, the User will necessarily have to provide the following personal data: name, surname and email address.

6.3   By accepting these conditions of use, your consent to process personal data will be considered automatically given at every LMS platform access.

6.4   By not accepting the conditions, OCRPL will not be able to allow the use of the Platform.

6.5   When known by OCRPL, also the following data will be inserted in the Platform: city/town, country, platform use preferences (for example language, time zone). The user could modify them himself using the Platform functionalities.

6.6   During the access to the Platform, data related to its use will be collected automatically, in order to evaluate the progress of the learning activities, in particular: course material the User accessed to, access duration.

6.7   Such information is not used by or communicated to third parties, for example, the employer, until the User gives his/her explicit consent. 

6.8   The User and all the information in relation to him/her will be destroyed after 12 months of inactivity on the Platform.

6.9   For any additional information on the processing of personal data or for the exercise of personal rights, please contact the data controller writing to: legal@ocrpl.org

7.       Ruling Court

For any disputes that may arise in relation to the use of the Platform and its contents, the laws of England and Wales will be applied.

Full policy

SOLUTIONS AND SERVICES

1.1. The Solutions and Services are those featured on the Learning Management System platform and to be made available by OCRPL to the Customer.

1.2. The Customer is granted a non-exclusive and non-transferable right to access the LMS during the contract term via the Web with the use of a username and password to log-in, subject to the End User License Agreements and/or Acceptable Use Policy (Annex A).

1.3. Customer license includes the license to store, print, and display, provided that limited license shall be in accordance with the purpose of use, subject to the scope of the relevant End User License Agreements or Acceptable Use Policy.

1.4. Support of the Solution shall be rendered in accordance with the Service Level Agreements.

1.5. Customer acknowledges that access to the Platform is preconditioned and subject to the execution of the End User License Agreements and/or Acceptable Use Policy or applicable Master Agreement with relevant Third Party Vendor/licensors.

1.6. Customer shall mandate its End Users to read through and understand the relevant End User License Agreements and/or Acceptable Use Policy EULA/AUP or applicable Master Agreement with relevant Third Party Vendor/licensors.

1.7. Acceptance of the End User License Agreements and/or Acceptable Use Policy is a prerequisite of this Agreement.

1.8. Should the link for the End User License Agreements and/or Acceptable Use Policy be unavailable, on which the Customer’s End User will signify consent, the attached End User License Agreements and/or Acceptable Use Policy shall be disseminated to Customer End Users with acceptance thereof duly recorded.

1.9. The Customer may be provided with basic training to its End Users subject to Fees and upon agreement by the Parties.

1.10.        Furthermore, the Customer agrees to pay the charges that may be associated with additional trainings and as agreed between the Parties, subject to the relevant End User License Agreements or Acceptable Use Policy.

OBLIGATIONS OF THE PARTIES

2.1  Obligations of OCRPL

2.1.1        Based on Customer defined requirements which shall be provided to OCRPL by the Customer within the agreed timelines, OCRPL shall make available the platform in accordance with the provided requirements and the agreed Documentation, subject to the assumptions and the limitation as to scope between the Customer and the Third party Vendor Licensor which forms part of the Master Service Agreement.

2.1.2        OCRPL shall provide the Platform in accordance with the features and functions showcased to the customer on the platform.

2.1.3        Manage the Account of the Customer and bill and collect the charges arising from the access of the platform.

2.2  Obligations of Customer

2.2.1        Customer shall define its requirements during the scoping of the platform.

2.2.2        Customer shall participate and validate the needed data prior to data migration and communicate its acceptance or if otherwise the correction needed to enable OCRPL to finalize migration process.

2.2.3        Customer shall pay OCRPL the fees as stated in the proposal.

2.2.4        Customer and its End Users agree to abide by and comply with the applicable End User License Agreements and/or Acceptable Use Policy, and Customer shall likewise require its End Users to abide by the following:

2.2.4.1  Customer and its End Users are prohibited from reselling or redistributing the platform, either individually or in combination with any other products and services.

2.2.4.2  Customer agrees to use the platform only to access the offered services and only for the purpose of this agreement.

2.2.5        Customer including its End Users agree not to copy, modify, reverse engineer, decompile or workaround Customer limitations in the platform that may be provided in connection with this Agreement, or use the platform in any way not expressly authorized by the End User License Agreements and/or Acceptable Use Policy.

2.2.6        Customer including its End Users shall not cause infringement resulting from any modification of the platform, except when authorized by Third Party Vendors/Licensors; or use not in accordance with the agreement or applicable law.

2.2.7        Customer including its End Users agree not to upload, post, email or otherwise transmit any End User Content that:

2.2.7.1  is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, indecent, offensive, vulgar, obscene, libelous, invasive of another’s privacy, hateful, defamatory or racially, ethnically objectionable;

2.2.7.2  it or its End User do not have a right to transmit under any law or under contractual or fiduciary relationship (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

2.2.7.3  Infringes any copyrights patent, trademark, trade secret, copyright or any other intellectual property, personal rights of any person, or violates any obligation of confidence or any other proprietary right of any party; violates any regulatory requirement or codes applicable under UK Laws, or other material protected by intellectual property laws, rights of privacy or publicity or any other applicable law, unless Customer own or control the rights thereto or have received all necessary consents to use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity that is not a Platform or Services End User any directory of the Service End Users or other user or usage information or any portion thereof other than in the context of Customer use of the Platform or Services as permitted under the this Agreement;

2.2.7.4  Contains contaminating or destructive devices, features or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or provides information relating to or otherwise facilitating the use of malware or other destructive materials or mechanisms; contents that undermines the security or integrity of the Platform and/or the Services including without limitation by importing any viruses, worms, Trojan horses, or other disabling devices intended to detrimentally interfere, damage, surreptitiously intercept or expropriate such Platform, Services, equipment, systems or networks; contains any errors, whether technical or otherwise; or contains any material in any form that would otherwise render OCRPL liable or expose OCRPL to any proceedings whatsoever or deleterious programs; nor transmit or upload any material that contains time bombs, cancelbots, or any other harmful device;

2.2.7.5  Contains any advertising and promotional message;

2.2.7.6  Deceive a third party’s Personal Information except in connection with the posting and/or transmittal of grades or other information by an instructor or educational institution in a manner which may be accessed only by the relevant End User;

2.2.7.7  Undermines the pedagogical purpose of the content on the Platform and the course with which it is used, including but not limited to answers to questions used in the Platform.

2.2.8        Customer shall comply with the Content and Related User Conduct.

2.2.9        Customer understands and shall apprise its End Users that Customer and its End User/s are responsible for any content that they post or transmit on or through the Platform and the Services.

2.2.10    Customer shall require its End Users to agree that they shall not to cause, nor knowingly allow others to cause, any nuisance, annoyance, or inconvenience, whether to OCRPL, to its third party vendors, or to individual End Users of the Customer using the Platform or the Service by any means.

2.2.11    Customer including its End Users agree to use the Platform in a manner consistent with all applicable laws and regulations and are solely responsible for all acts or omissions that occur under Customer account or password.

2.2.12    Customer or its End Users shall not disclose to any person the password to login and shall not permit or authorize any other person to use the login name or password (access security) for any purpose whatsoever.

2.2.13    Customer shall hold OCRPL free and harmless from any damage, claim or liability arising from the failure to enforce such access security policy by institutionalizing login and password security policy. OCRPL shall not be liable for security breaches for Customer’s failure to implement the same.

2.2.14    Customer will not use the Platform and/or the Services to post, transmit, distribute, link to, or solicit content that:

2.2.14.1                      Harvest or otherwise collect information about others, including email addresses, without their consent;

2.2.14.2                      Create a false identity for the purpose of misleading others as to the identity of the sender or the origin of a message.

2.2.15    Customer understands that while the Services has various internal security measures designed to protect its users, Customer hereby obligates itself to use the following precautions when using the Service, to further minimize the probability of hacking, fraudulence or any unauthorized transactions:

2.2.15.1                      Customer including its End Users shall not reveal to other people any information that should only be known by the Customer/End User (user and password) to ensure that access to OCRPL`s Platform or Services shall only be to the designated credential enrolled;

2.2.15.2                      Where applicable, the Platform may contain hyperlinks to other websites which are neither maintained nor controlled by OCRPL, or may contain content posted on or via the Platform by third parties vendors/licensors. Therefore, OCRPL shall not be responsible for any errors or omissions in any content in the Platform, or the content, products or services of any hyperlinked website or any content contained in a hyperlinked web site, nor for the privacy and security practices employed by these other websites, and shall not be liable for any loss or damage of any kind incurred as a result of the use of any content posted or contained in e-mails or otherwise transmitted or displayed via the Platform, or arising from access to those websites. Use of the Platform any hyperlinks and access to such hyperlinked websites are entirely at the own risk of Customer.

2.2.15.3                      Customer acknowledges that OCRPL has no control over and excludes all liability for any material on the Internet which can be accessed by using the Platform or Services. Neither can OCRPL be deemed to have endorsed the content.

2.2.15.4                      Use the Service for any purpose that is unlawful or prohibited by these terms and conditions, and notices. The Platform and/or Services are provided to Customer authorized individuals and only as for the purpose intended.

2.2.16    Customer agrees to the proper use of the Platform and Services. Customer shall not use any device, software or routine to interfere or attempt to interfere with the proper working of the Platform or the Services, or to impose an unreasonable or disproportionately large load on the servers serving the Platform.

2.2.17    Customer agrees and understands that the Third-Party Vendors/Licensors and its licensors may update/change the software version from time to time as part of Software upgrades, subject to the terms and conditions of the relevant End User License Agreements and/or Acceptable Use Policy, which may include notification when practicable.

2.2.18    Once the Customer’s account is established as In-Production/Go-Live stage, the management and administration of the Platform database and its content, shall, except in the event of violations of acceptable use policies, be assigned by the Customer to whoever it designates as a Customer Administrator (Admin).

2.2.19    The Customer agrees to the following security, privacy and data protection measures and provisions:

2.2.19.1                      Customer shall adhere to and abide by the data privacy law and OCRPL’s data privacy policies;

2.2.19.2                      Customer shall appoint an Admin internally who shall be in charge of managing, operating and controlling the data that will be for use by its End Users. The Admin shall likewise function as the single point of contact with OCRPL for the necessary Documentation to be fulfilled as part of Platform implementation activities. The Customer or its Admin shall create and implement Customer’s data information security policy.

2.2.19.3                      Customer shall obtain all required consents under the applicable privacy and data protection law before providing personal information. This includes the obligation to obtain the End User’s acceptance of the Platform and if they are minors consent by the parents or guardians to signify consent to the processing of Customer Data/Information or personal identifiable information. Customer or through its Admin shall exercise strict confidentiality and employ reasonable measures to ensure that its Admin to hold such Customer Data Information with strictest confidence in accordance with this Agreement.

2.2.20    The Roles and Responsibilities of Customer through its Admin include:

2.2.20.1                      Viewing, getting access to, and navigating content inside the Platform

2.2.20.2                      Providing access rights, imposing access restrictions, providing navigation help to end users, and confirming access activation to the Platform

2.2.20.3                      Beyond content, Admin may coordinate with OCRPL Support for concerns related to the availability of their environment.

2.2.21    Customer is responsible for data administration and the content of its End User transmissions, including any other customer data that relates to compliance with any laws, rules, regulations, manuals and instructions of the Department of Education and other government educational and or vocational regulatory agencies and government institutions regulating educational methods including but not limited to Commission on Higher Education and Technical Education and Skills Development Authority or such other agencies vested with analogous functions.

2.2.22    Customer shall adopt a policy, where the End User upon learning that any other person has acquired knowledge of the password to login or has used the password provided to access of an End User or use the Platform or effect any transaction (whether with or without prior knowledge and consent), the Customer or its End User shall:

2.2.22.1                      Immediately notify the Admin and/or OCRPL thereof;

2.2.22.2                      At OCRPL’s request, make a police report thereof;

2.2.22.3                      Provide the Admin and/or OCRPL any other information relating thereto as OCRPL may require; and

2.2.22.4                      Admin to immediately change the password.

2.2.23    Customer acknowledges that OCRPL may use personal information to the extent necessary to comply with the requirements of the law and legal processes. Customer allows OCRPL to access and disclose to law enforcement or other government authorities data from, about or related to Customer, including any order of court.

2.2.24    With Customer consent, OCRPL may use Customer Data for planning, research, design and marketing of services. Customer acknowledges that upon access to the Platform, OCRPL may collect the following information:

2.2.24.1                      Anonymous web statistics collected as End Users browse the Platform;

2.2.24.2                      Personal information that the Customer and its End Users knowingly provide via the Platform;

2.2.24.3                      Subject to the terms and conditions of the relevant license agreement, the Customer accepts/consents that some portions of the Platform may require that personal information be provided. Such personal information refers to any and all information relating to the End User/s (including, but not limited to the name, contact number, email address, and mailing address) obtained via Customer access to or use of the Platform.

2.2.25    Customer shall allow OCRPL or its third party vendor to gain access to Customer data as required for interoperation of such developer software or services with the products and services.

2.2.26    Having been informed of the above, acceding to this agreement herein grants OCRPL, the Customer consent to the foregoing.

2.2.27    Any information disclosed in the public areas of the internet (such as message boards and forums) becomes public information. Customer should exercise caution when disclosing your personal information in this way.

FEES AND PAYMENT TERMS

3.1  Payment shall be at the agreed upon rate detailed in the Offer Letter to accompany this agreement.

3.2  If Customer has not settled their outstanding balance after sixty (60) calendar days from billing / invoice date, Customer’s account will be considered in default and Customer’s Platform access may be temporarily suspended.

3.3  If Customer still has not settled their outstanding balance for another sixty (60) calendar days from date of defaulting, for a total of one hundred and twenty (120) days from billing / invoice date, Customer’s account and service will be terminated. Once Customer’s account is terminated, all information stored that relates to the account will be permanently deleted.

3.4  Software access will be restored after the Customer settles their outstanding balance.

3.5  Customers may settle their outstanding balance in full, lump sum payment of their outstanding balance, as per the bank details set out in the Offer Letter.

3.6  OCRPL shall bill the customer annually upon signing of the customer contract.

3.7  For one-time payments, OCRPL shall bill the customer upon signing of contract

EFFECTIVITY OF OFFER AND CONTRACT

4.1  This offer shall be valid for thirty (30) days from the date of the proposal. Thus, rates quoted are subject to change after the 30-day period.

4.2  Effectivity date of the contract shall be upon Customer’s acceptance of the proposal and or upon signing thereof.

SUBSCRIPTION DURATION, TERMINATION, AND PRETERMINATION

5.1  The minimum term of the contract for the Service availed by the Customer shall not be less than 24 months (2 years).

5.2  Additional FTEs or Additional Features acquired within the contract period will follow the minimum term of the subsisting contract and will be subject to applicable pro-rated billing.

5.3  Except for commercial terms as indicated in the immediately following paragraph, this Agreement shall be renewed automatically under the same terms and conditions, provided that neither party has given a thirty (30) day notice of termination prior to the expiry of the Agreement.

5.4  In the event of automatic renewal of this Agreement, notwithstanding renewal hereof, the terms and conditions relating to fees and commercial terms shall be subject to change and/or adjustment due to prevailing market price and other commercial terms or conditions not within the control of OCRPL.

TERMINATION AND BREACH

6.1  A party may terminate the contract on the ground that the other party has committed a material breach of the provisions of the contract by sending a written notice of termination specifying the breach committed by the other party.

6.2  The termination shall take effect thirty (30) days after the termination notice is sent, unless the breach is curable and cured to the satisfaction of the terminating party and the latter sends written notice within the said 30-day period acknowledging that the breach has been cured.

6.3  Should the Customer pre-terminate the contract without cause, and the Customer is subscribed to an annual subscription, a refund of fees is not applicable.

6.4  In the event that OCRPL pre-terminates the contract due to customer’s breach, and the Customer is subscribed to an annual subscription, a refund of fees is not applicable.

6.5  Termination shall take effect at the end of the month of termination.

6.6  The Customer should have downloaded and deleted its data from the Platform by the time the contract expires or is terminated. Any Customer data remaining in the Platform after the expiration or termination of the contract will be deleted.

6.7  OCRPL reserves the right to terminate the service with prior written notice to the Customer in the event that circumstances arise which prevents OCRPL from providing the Platform. In such an event, the Customer shall be allowed to download its data from the Platform prior to the termination of the service takes effect.

6.8  The Customer is required to provide a written notice of termination/pre-termination thirty (30) days prior to the effective date of disconnection. Otherwise, except for commercial terms which may change, the contract is deemed to have been renewed automatically.

INTELLECTUAL PROPERTY (IP) RIGHTS

7.1  “Intellectual Property (IP)” shall mean to be as that ascribed in the relevant End User License Agreements or Acceptable Use Policy.

7.2  Without limiting the generality of the foregoing, this may include patents, trademarks, service marks, design right (whether registerable or otherwise), domain names, applications for any of the foregoing, trade secrets, copyright, know-how, trade or business names and other similar rights or obligations whether registerable or not in any country; any and all technical or commercial information, including, but not limited to the following: software (object and source code), manufacturing techniques and designs; specifications and formulae; know-how, data, systems and processes; production methods; trade secrets; undisclosed inventions; financial and marketing information; as well as registered or unregistered intellectual property in the form of patents, trademarks, designs, and copyright in any works, including Applications, Software, hardware, Documentation, and other Intellectual Property for which OCRPL or its third party vendors has rights and interests to.

7.3  All Intellectual Property created prior to the commencement of this Agreement shall be and remain the property and right of the Party which created the same or for which it has license to or right thereto and shall be referred to as “Intellectual Property” (IP).

7.4  The Customer shall agree and acknowledges that it shall not acquire any right, title or interest in any copyright or other proprietary rights in the design of the Platform including modification, agrees not to remove, suppress or modify in any way any proprietary marking, including any trademark or copyright notice, on or in the Platform or which is visible during its operation or which is on any Documentation.

7.5  Except as permitted by these Terms and Conditions, the Customer and its End Users shall not:

7.5.1        Attempt to decompile, disassemble, modify the source code of, or reverse engineer the IP;

7.5.2        Use, reproduce, transmit, modify, adapt or translate the IP;

7.5.3        Rent, lease, license, transfer, assign, sell or otherwise provide access to the IP on a temporary or permanent basis;

7.5.4        Use or cause or allow a third party to use the Solution and Services in any way to develop competing solution or services;

7.5.5        Use any third party Intellectual Property or components on a standalone basis unless such standalone use is authorized expressly by OCRPL or OCRPL’s Third Party Vendors/Licensors; nor alter, remove or cover proprietary notices in or on the IP.

7.6  Customer acknowledges that it shall comply with and require its End Users to adhere to the Terms and Conditions relating to Intellectual Property Rights in the relevant End User License Agreements or Acceptable Use Policy, including but not limited to:

7.6.1        notifying in the event of unauthorized access to, use or copy of any party of the Platform Documentation;

7.6.2        permitting the third party vendor to check the use of the Platform Documentation in accordance with Platform Implementation activities;

7.6.3        using all reasonable endeavors to safeguard the Intellectual Property Rights thereof by the relevant third party vendor;

7.6.4        reporting promptly any claim relating to the Intellectual Property Rights in the Platform Documentation after such claim comes to the attention of the Customer, directly or indirectly.

LIMITATIONS OF WARRANTIES

8.1  Customer acknowledges that the Platform and Services may not fully satisfy Customer’s requirements, and that it provides no warranty for fitness for a particular purpose or merchantability.

8.2  OCRPL does not warrant that:

8.2.1        the Platform, any update and enhancement to the Platform or that the Services are error free; or

8.2.2        the Customer will be able to operate the Platform or the Services without problems or uninterruptible, or the Platform and its update and enhancement are not susceptible to intrusion, attack or computer virus infection.

8.3  OCRPL does not warrant that the Customer’s data or any other data is fully secured and free from any harm, damage or loss even if security measures are taken and arranged by the OCRPL.

8.4  OCRPL warrants to the Customer that OCRPL has reasonable and appropriate security measures for security of any Customer’s Data and however, warrants to rectify the breaches thereof within a reasonable time and without charge to the Customer.

8.5  Applicability of the software warranty is subject to the terms and conditions of the End User License Agreements and/or Acceptable Use Policy and warranty shall not be applicable if Platform is altered or not operated, maintained in accordance with all applicable instructions and requirements of OCRPL or its third party vendors/licensors.

8.6  Customer acknowledges that the Platform has been prepared to meet the Customer’s individual requirements and that it is the Customer’s responsibility to ensure that the facilities and functions of the Platform meet the Customer’s requirements.

8.7  OCRPL makes no express or implied warranties, representations or endorsements whatsoever with respect to the Platform, the Services or the Content.

8.8  Customer waives and OCRPL makes no warranty and expressly disclaims all warranties of any kind, express, implied, statutory or otherwise, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, satisfactory quality or performance, arising from a course of dealing, usage or trade practice, or with regard to the Platform software, the Services, the content, and any product or service furnished or to be furnished via the internet generally as such.

8.9  OCRPL does not warrant that defects in the software or the service will be corrected.

8.10          OCRPL does not warrant the accuracy or completeness of the content, or that any errors in the content will be corrected nor warrant compatibility to hardware or with network operating systems environment not provided by OCRPL.

8.11          The Platform, Services and the content are provided on an “as is” and “as available” basis. OCRPL shall not be liable for any cost or damage arising either directly or indirectly from any such transaction.

8.12          The above shall be without prejudice to such other disclaimer of warranties as the third party vendor indicate in the relevant End User License Agreements or Acceptable Use Policy.

8.13          Customer understands that OCRPL cannot and does not guarantee or warrant that files available for downloading through the Platform and Services will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. Customer shall be responsible for implementing sufficient procedures and checkpoints to satisfy Customer’s particular requirements for accuracy of data input and output, and for maintaining a backup storage for the reconstruction of any lost data.

8.14          Customer therefore assumes total responsibility and risk for Customer use of the Platform and Services.

8.15          Customer assumes total responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, services, merchandise and other information provided through the Service or on the Internet generally when using the Platform.

8.16          OCRPL disclaims all representations and warranties, expressed or implied, with respect to such information, services, products, and materials, freedom from computer virus, and implied warranties arising from course of dealing or course of performance. In addition, OCRPL does not represent or warrant that the information accessible via the Services is current.

8.17          OCRPL makes no warranty that:

8.17.1    the Platform or the Services will meet all of the Customer’s requirements or will always be accessible;

8.17.2    the Platform or the Services will be timely secured;

8.17.3    the results that may be obtained from the use of the Platform or the Services will be accurate or reliable;

8.17.4    the quality of any products, services, information, or other material purchased or obtained by you through the Platform will meet your expectations; and

8.17.5    any errors in the Platform will be corrected.

INDEMNIFICATION AND LIMITS OF LIABILITY

9.1  Customer understands and agrees that it is responsible for End-User behaviour on the Platform and Services.

9.2  Customer agrees to indemnify, defend and hold harmless OCRPL, its parent companies, business partners, licensors, directors, officers, employees, agents, and any third-party vendors from and against all claims, losses, expenses, damages and costs, expenses demands (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys’ fees, resulting from or arising out of Customer’s use of these Platform or Services, misuse, improper use of data or content, unlawful exposure of data or inability to use the Platform and/or the Services, or unlawful use of content, or any breach by the Customer of the terms and conditions of this Agreement or Customer’s act, omission, fault, negligence, gross negligence, willful misconduct or for violation of any rights of another.

9.3  These obligations will survive any termination of Customer relationship with OCRPL or Customer use of the Platform and/or the Services.

9.4  OCRPL’s liability for direct damages shall not exceed the contract amount for the preceding 12-month period.

9.5  In no event will OCRPL be liable for any damages whatsoever, including, but not limited to any indirect, incidental, consequential, special, exemplary or other indirect damages arising out of:

9.5.1        the use of or inability to use of the Platform and/or the Service, or the content;

9.5.2        any transaction conducted through or facilitated by the Platform;

9.5.3        any claim attributable to errors, omissions, or other inaccuracies in the Platform, the Services and/or the content;

9.5.4        unauthorized access to or alteration of customer transmissions or data; or

9.5.5        any other matter relating to the Platform, the Services, or the content, even if advised of the possibility of such damages.

9.5.6        OCRPL reserves the right to refuse liability outside of jurisdictions in which it can be held accountable.

TAX PROVISION

10.1          Fees and charges indicated herein are VAT exclusive. In addition to the Fees and charges, VAT and other applicable taxes shall be charged to the Customer.

MISCELLANEOUS PROVISIONS

11.1          This Contract contains the entire understanding between the parties and supersedes all prior communications and understandings with respect thereto.

11.2          No waiver, alteration, modification, or amendment shall be binding or effective for any purpose whatsoever unless and until reduced to writing and executed by authorized representatives of all the parties.

11.3          If any provision of this Contract or its application to any party or circumstance is restricted, prohibited or unenforceable, such provision shall, as to such jurisdiction, be ineffective without invalidating the remaining provisions of this Contract and without affecting the validity or enforceability of such provisions.

11.4          Where possible, any such provision shall apply to the fullest extent permitted by law and be interpreted and applied to a lesser extent, where necessary to be valid.

11.5          Other terms may apply if Customer purchases products or services from other OCRPL.

11.6          Neither party shall assign this contract without the consent of the other. Consent however, shall not be unreasonably withheld.

11.7          This Contract is solely for the parties benefit. It is not for the benefit of any other person, except for permitted successors and assigns.

11.8          Claims must be filed within the period of time required by law.

11.9          UK Law governs the interpretation of this Contract and applies to claims for breach of it. All other claims, including claims regarding breach of contract, breach of warranty, consumer protection laws, will be subject to UK laws.

11.10      Any dispute arising out of or in connection with this Contract, including any question regarding its existence, validity, or termination, will be referred to by exhausting good faith negotiations and dispute replatform and escalation between parties and subject to final resolution as judicially determined.