Ecodesk End User Licence Agreement (EULA)
These Terms and Conditions apply to the website under the domain name www.ecodesk.com (the "Site "), which is the property of Andromeda Enterprises Limited, trading as Ecodesk ( "Ecodesk " or "We ", or "Our ", as the context may require).
Please read these Terms and Conditions carefully as Your use of the Site is subject to them. Ecodesk reserves the right, at its sole discretion, to change, modify or add to these Terms and Conditions without prior notice to You. By continuing to use the Site You agree to be bound by these Terms and Conditions, as they may be amended from time to time. If You do not accept these Terms and Conditions, do not use this Site.
Any changes to this agreement in accordance with section 8.2 or any new version of this Agreement may require you to re-accept to continue usage of Ecodesk.
When used in this Agreement, the following terms will have the meanings given to them below:
a) “Account” means the Ecodesk login, account and associated password that is unique to each User of Ecodesk;
b) "Business Hours” means Monday to Friday 9am to 5:30pm local time each Working Day;
c) “Client/Supplier Data” means data provided by either Client (Platform Administrator) or Suppliers to the Ecodesk platform;
d) "Client" means contracting party with Ecodesk i.e. the subscriber. The subscriber is also known as the Platform Administrator as they control who has access to Ecodesk
e) “Duly Authorised Representative” means a person approved by and on behalf of an organisation to upload, manage and download data or information to an Ecodesk Profile
f) “Ecodesk” means Andromeda's online software-as-a-service (SaaS) and reporting platform;
g) "Ecodesk Marks” means all names, terms, catchphrases, taglines, logos, trades and other marks, including without limitation the terms “Andromeda”, “Andromeda Enterprises Ltd”, "Ecodesk" and "Powered by Ecodesk” now or hereafter used by Ecodesk in relation to any of its business interests and/or in any of its marketing materials, including on its website or the websites of its clients;
h) "Intellectual Property Rights” means copyrights, registered designs, patents, trademarks, service marks, design rights (whether registered or unregistered), derived data, data formats, database rights applications for any of the above, rights to extract data, trade secrets, rights of confidence, Ecodesk Marks and all other similar rights recognised in any part of the world;
i) "Platform Administrator” means the person able to create and administrate users of Ecodesk with the ability to grant and revoke access to the platform
j) "Profiles” means Ecodesk Profiles;
k) "Shared Clients" means other clients of the Supplier other than the Client who has requested data via Ecodesk
l) “Supplier” means Supplier to the Client;
m) “Supplier Data” means any data provided by a Supplier
n) “User” means person or persons accepting this Agreement who are authorized by Ecodesk to use Ecodesk;
o) “Working Day” means any day other than a Saturday, Sunday, 1st January, Christmas and Easter;
p) “You” or “Your” means the legal entity for which You are accepting this Agreement.
1. What you are allowed to do
Subject to the terms hereof, we hereby provide You with a non-exclusive, revocable, limited licence to browse the Site, view the information on it, and print and download extracts from the Site for Your own use where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 apply and provided that at all times You do not do any of the things set out in Clause 2.
In the course of using Ecodesk, You may process Your own data, data provided by Ecodesk or by a Supplier if You have opted to be granted access to such Supplier Data and retain the benefit of such processing but in any circumstances Ecodesk shall have no liability whatsoever for any errors or defects therein, or for any impact they may have upon You or Your business.
To push or share Your data or Ecodesk Profile to or with other, Shared Clients, through Ecodesk's universal file format via email. On sharing such data via email you authorise Ecodesk to contact such Shared Clients to assist them with the interpretation of shared data.
2. What you are not allowed to do
Subject to these terms and conditions, you may not:
systematically copy (whether by printing onto paper, downloading, storing on disk or in any other way), substantial parts of the Site; remove, change or obscure in any way anything on the Site or otherwise use any material contained on the Site except as set out in these terms and conditions; reproduce, re-transmit, disseminate, modify, sell, publish or broadcast the Site or any portion of it, or use the Site or anything available on it in connection with creating, promoting, trading or marketing any service, data or products without our express written consent; use the Site for unlawful purposes or fail to comply with any applicable laws, statutes or regulations that apply to Your access or use of the Site or any information taken or derived from it. For the avoidance of doubt You can push or share Your data to Shared clients.
3. Personal information
4. Copyright, Trade Marks, Intellectual Property Rights and Hardware.
4.1 All copyright and other intellectual property rights in any material (including, without limitation, text, photographs, logos, icons, images sound clips, video clips, data bases, data base data, data sets, data compilations, page layouts, underlying codes and software), contained in the Site are either owned by us or our third party content providers. You are only allowed to use the Site and the material contained in the Site as set out in these Terms and Conditions.
4.2 The Site contains certain trademarks, all of which are the property of Ecodesk or its third party content providers. You are not allowed to copy or otherwise use any of those trade marks in any way except as set out in these Terms and Conditions.
4.3 Intellectual Property Rights
Ecodesk or its licensors own all rights, title and interests in Ecodesk including trade secrets, and intellectual property rights, and Ecodesk shall remain the sole and exclusive property of Ecodesk or its licensors. Except as provided in Clause 1 of this Agreement, You have no, and are not granted, any right, title, interest or licence in Ecodesk.
You grant Ecodesk a non-exclusive, perpetual, irrevocable, worldwide, royalty-free licence with the right to sublicense, use, copy, transmit, distribute, create derivative works of, display and perform the same in respect of any materials or other information (including, without limitation, ideas, concepts or techniques for new or improved services and products) submitted by You, whether as feedback, data, questions, comments, or suggestions.
Any website logs, site or web traffic statistics or other data and meta data (at the exclusion of any personal data) collected by Ecodesk (the “Site Statistics”) shall remain the sole and exclusive property of Ecodesk.
5. Visitor Material and Conduct
You agree that other than personally identifiable data submitted to Ecodesk all data will be automatically shared with organisations with whom Your organisation may or may not have direct or indirect commercial relationships. Such data will not include financial data other than that which has been made publically available or declared. You may exercise Your right to opt-out of any such data sharing by submitting a written request to firstname.lastname@example.org.
5.1.2 You accept that You are acting as a Duly Authorised Representative of an organisation and are responsible for the data which you provide to the Profile (or Profiles) to which you have access rights on behalf of Your organisation and grant Ecodesk full data sharing rights subject to clause 5.1.1 and
5.3. As a Duly Authorised Representative, and subject to the role permissions You are permitted to access, You may grant access to other Users and thereby accept that You are authorising those individuals to act in the capacity of Duly Authorised Representatives of the organisation.
5.2 You are prohibited from posting or transmitting to or from this Site any material that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; for which You have not obtained all necessary licences and/or approvals; which constitutes or encourages conduct that would be considered a criminal offence, gives rise to civil liability, or otherwise be contrary to the law of or to infringe the rights of any third party, in the UK or any other country in the world; or which is technically harmful (including, without limitation, computer viruses, logic bombs, trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
5.3 You agree that, if you post any comments on any articles or sections of the Site, You automatically grant, and represent and warrant to Ecodesk that You have the right to grant, a non-exclusive, royalty free, worldwide licence to display such comments on the Site and any other websites operated by Ecodesk or its agents.
5.4 Ecodesk reserves the right to delete any contribution to the Site at its sole discretion and at any time without notice. Ecodesk does not endorse the content of any materials submitted by a user to the Site
5.5 In addition to any of its other rights hereunder, Ecodesk reserves the right to suspend or terminate Your access to Ecodesk.
5.6 You agree and acknowledge that Ecodesk has no obligation to retain Supplier Data and that such Supplier Data may be irretrievably deleted in the event that Your Account is suspended.
5.7 You may exercise Your right to download reports from Ecodesk at any time whether free or chargeable and subject to the subscription fee and service level entitlements for which You have access. In the event that you download from the Site information relating to a rating or scoring mechanism Ecodesk cannot be held responsible for any resulting liabilities from supplementary information not included by your Platform Administrator /Client and which does not form part of the Ecodesk download or methodology.
6. Fees and Payment, Exclusions and Limitations of Liability
6.1 Fees- general provisions
You shall pay all applicable fees or charges if applicable.
6.2 We do not exclude or limit our liability for death or personal injury resulting from our negligence, fraud or any other liability which may not by applicable law be excluded or limited.
6.3 Subject to clause 6.2, in no event shall Ecodesk or its content providers (collectively the “Ecodesk Parties”), be liable (whether for breach of contract, negligence or for any other reason), for any indirect, consequential or special loss, however arising.
6.4 Subject to clauses 6.2 and 6.3, the Ecodesk Parties’ liability to You, whether in contract, tort or otherwise, is limited to the subscription fees, if any, paid by You to Ecodesk when the liability occurs.
6.5 You agree to defend, indemnify and hold Ecodesk harmless from any losses, liabilities, damages, actions, claims or expenses (including legal fees and court costs) arising or resulting from Your breach of any term of this Agreement or caused by acts or omissions performed by You or under Your Account. You assume the entire cost of all necessary servicing, repair, or correction of problems caused by viruses or other harmful components
7.1 All information contained on the site is for information only and may not be relied upon by You for any purpose.
7.2 Although we use reasonable efforts to ensure that information on the site, including any information provided under the enterprise service, is accurate and complete, we do not guarantee this to be the case. As a result, use of the site is at Your sole risk and neither Ecodesk nor any other Ecodesk party can accept any liability for loss or damage suffered by You arising from Your use of the site or any information contained on the site. You should take adequate steps to verify the accuracy and completeness of any information contained on the site.
7.3 Information contained on the Site, including any information provided under the Enterprise Service, is not tailored to Your individual situation and, as a result, such information may be unsuitable for You. No part of this Site is intended to constitute advice and the content of this Site should not be relied upon when making any decisions or taking any action of any kind.
7.4 The Site may include advertisements and links to external sites and co-branded pages in order to provide You with access to information and services which You may find useful or interesting. We do not endorse such sites or approve any content, information, goods or services provided by any of them. We are not responsible or liable for any loss or damage suffered by You as a result of Your use of such sites or any information appearing on them.
7.5 If You wish to create a link to this Site You must contact Ecodesk in advance to seek permission to do so.
7.6 We are not able to exercise control over the security or content of information passing over the internet and we hereby exclude all liability of any kind for the transmission or reception of infringing or unlawful information of whatever nature.
7.7 We accept no liability for loss or damage suffered by You as a result of accessing Site content which contains any virus or which has been maliciously corrupted.
8. Availability and Updating of the Site
8.1 We may suspend the operation of the Site at any time without notice. We do not warrant that access to or use of the Site or any of the pages linked to the Site will be uninterrupted or error free.
8.2 We may change the format and content of the Site at our sole discretion at any time without notice. You should refresh Your browser each time You visit the Site to ensure that You access the most up-to-date version of the Site and any information appearing on it.
9. Enquiries or complaints
If you have any enquiries or complaints about the Site, please call the Client Service team on 0845 5442072 or e-mail email@example.com .
10. General and Governing Law
10.1 These terms and conditions form the entire understanding between You and Us with respect to the Site and all matters referred to herein and supersede all previous agreements, understandings and representations relating to the same. If any provision of these Terms and Conditions is found to be unenforceable, that finding shall not affect the validity of any other provision of these Terms and Conditions.
10.2 Ecodesk will not be liable to You for any breach of these Terms and Conditions which arises due to circumstances which Ecodesk cannot reasonably be expected to control.
10.3 These Terms and Conditions shall be governed and interpreted in accordance with English law and You consent to the exclusive jurisdiction of the English courts.
11. Registered Business Details. Principal trading address and company details; Andromeda Enterprises Limited – trading as “Ecodesk”. Registered in England No: 7252691
Registered office and Principal Place of Business: 1 Northumberland Buildings, Bath, BA1 2JB, United Kingdom.
12. Acceptance of this Agreement
By clicking I Accept You agree and consent:
a) to contract electronically with Ecodesk for Ecodesk in accordance with this Agreement;
b) to receive electronic legal notices regarding this Agreement to the email account You provided; and,
c) to be bound by this Agreement,
d) to represent and warrant to Ecodesk that this Agreement shall be binding on You and that it is executed by You as an authorised signatory with the authority to enter into this Agreement.
These Terms and Conditions were last updated October 2015.