Web Application User Agreement – Terms & Conditions

These Terms and Conditions, together with any and all other documents referred to herein, set out the terms of use under which you may use OPTIMiSe (“Our Web App”). Please read these Terms and Conditions carefully and ensure that you understand them. You will be required to accept these Terms and Conditions before using Our Web App. If you do not agree to comply with and be bound by these Terms and Conditions, you must stop using Our Web App immediately.

Definitions and Interpretation
1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
  
  "Account"
  
  Means an account required to access and use Our Web App, as detailed in Clause 4;
  
  "Content"
  
  means any and all text, images, audio, video, scripts, code, software, databases and any other form of information capable of being stored on a computer that appears on, or forms part of, Our Web App;
  
  "User"
  
  means a user of Our Web App;
  
  "User Content"
  
  means any text, images,video or documents created and/or uploaded by Users in or to Our Web App; and
  
  "We/Us/Our"
  
  means Lifecycle Management Group Limited , a limited company registered in England under company number 06390313, whose registered address is Unipart House, Garsington Road, Oxford, OX4 2PG.
Information About Us
1. Our Web App is owned and operated by Lifecycle, a limited company registered in England under company number a limited company registered in England under company number 06390313, whose registered address is Unipart House, Garsington Rd, Oxford, OX4 2PG
Access to Our Web App
1. Access to Our Web App is provided as part of the main contract you have with Us.
2. It is your responsibility to make any and all arrangements necessary in order to access Our Web App.
3. We may from time to time make changes to Our Web App:
  1. Minor changes may be required to make underlying technical alterations, for example, to fix an error or to address a security issue.
  2. Minor changes may be made to reflect changes in the law or other regulatory requirements.
  3. We will continue to develop and improve Our Web App over time, in some cases making significant changes to it. You will be kept fully informed of any changes that may impact your use of Our Web App.
4. We will always aim to ensure that Our Web App is available at all times. In certain limited cases, however, We may need to temporarily suspend availability to make certain changes outlined under sub-Clause 3.3. Unless We are responding to an emergency or an urgent issue, We will inform you in advance of any interruptions to the availability of Our Web App.
Accounts
1. An Account is required to use Our Web App.
2. When creating an Account, the information you provide must be accurate and complete. If any of your information changes at a later date, it is your responsibility to ensure that your Account is kept up-to-date.
3. We require that you choose a strong password for your Account, consisting of a minimum of 8 characters with at least one number. It is your responsibility to keep your password safe. You must not share your Account with anyone else. If you believe your Account is being used without your permission, please contact Us immediately. We will not be liable for any unauthorised use of your Account.
4. You must not share your password or allow anyone else to use your account details.
5. Any personal information provided in your Account will be collected, used, and held in accordance with your rights and Our obligations under the Data Protection Act 1998 or EU Regulation 2016/679 – the General Data Protection Regulation (“GDPR”), as set out in Clause 16.
Our Intellectual Property Rights and Licence
1. We grant Users a limited, non-exclusive, revocable, non-transferable licence to use Our Web App for business purposes, subject to these Terms and Conditions.
2. Subject to the licence granted to Us under sub-Clause 8.3, Users retain the ownership of copyright and other intellectual property rights in their User Content (subject to any third party rights in that User Content and the terms of any licence under which you use such content).
3. All other Content included in Our Web App (including all user-facing material, and all underlying material such as code, software and databases) and the copyright and other intellectual property rights in that Content, unless specifically labelled otherwise, belongs to or has been licensed by Us. All Content is protected by applicable United Kingdom and international intellectual property laws and treaties.
4. By accepting these Terms and Conditions, you hereby undertake:
  1. Not to copy, download or otherwise attempt to acquire any part of Our Web App;
  2. Not to disassemble, decompile or otherwise reverse engineer Our Web App;
  3. Not to allow or facilitate any use of Our Web App that would constitute a breach of these Terms and Conditions; and
  4. Not to embed or otherwise distribute Our Web App on any website, ftp server or similar.
Links to Our Web App
1. You may link to where Our Web App is hosted provided that:
  1. You do so in a fair and legal manner;
  2. You do not do so in a manner that suggests any form of association, endorsement or approval on Our part where none exists;
  3. You do not use any of Our logos or trade marks (or any others displayed on Our Web App) without Our express written permission; and
  4. You do not do so in a way that is calculated to damage Our reputation or to take unfair advantage of it.
2. You may not link to any page other than the homepages of Our Web App(s) (myoptimise.co.uk, supplier.myoptimise.co.uk, optimise.eu.com). Deep-linking to other parts of Our Web App requires Our express written permission.
3. You may not link to Our Web App from any other website the content of which contains material that:
  1. Is sexually explicit;
  2. Is obscene, deliberately offensive, hateful or otherwise inflammatory;
  3. Promotes violence;
  4. Promotes or assists in any form of unlawful activity;
  5. Discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;
  6. Is designed or is otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
  7. Is calculated or is otherwise likely to deceive another person;
  8. Is designed or is otherwise likely to infringe (or threaten to infringe) another person’s privacy;
  9. Misleadingly impersonates any person or otherwise misrepresents the identity or affiliation of a particular person in a way that is calculated to deceive (obvious parodies are not included in this definition provided that they do not fall within any of the other provisions of this sub-Clause 6.3);
  10. Implies any form of affiliation with Us where none exists;
  11. Infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, trade marks, patents and database rights) of any other party; or
  12. Is made in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
Links to Other Content
We may provide links to other content such as websites, web apps and downloadable apps. Unless expressly stated, this content is not under Our control. We neither assume or accept responsibility or liability for such third party content. The provision of a link by Us is for reference only and does not imply any endorsement of the linked content or of those in control of it.
User Content
1. You agree that you will be solely responsible for any and all User Content that you create or upload using Our Web App. Specifically, you agree, represent and warrant that you have the right to create or upload the User Content and the right to use all materials of which it is comprised and that it will not contravene any aspect of Our Acceptable Usage Policy, detailed in Clause 10.
2. You agree that you will be liable to Us and will, to the fullest extent permissible by law, indemnify Us for any breach of the warranties given by you under sub-Clause 8.1. You will be responsible for any loss or damage suffered by Us as a result of such breach.
3. You (or your licensors, as appropriate) retain ownership of your User Content and all intellectual property rights subsisting therein.
4. We may reject, reclassify, or remove any User Content created or uploaded using Our Web App where that User Content, in Our sole opinion, violates Our Acceptable Usage Policy, or if We receive a complaint from a third party and determine that the User Content in question should be removed as a result.
Intellectual Property Rights and User Content
1. All User Content and the intellectual property rights subsisting therein, unless specifically labelled otherwise, belongs to or has been licenced by the relevant User. All User Content is protected by applicable United Kingdom and international intellectual property laws and treaties.
2. Users may not copy, distribute, publicly perform, publicly display, reproduce or create derivative works based upon, another User’s User Content without first obtaining the express consent of the User to whom the User Content in question belongs.
Acceptable Usage Policy
1. You may only use Our Web App in a manner that is lawful and that complies with the provisions of this Clause 10. Specifically:
  1. You must ensure that you comply fully with any and all applicable local, national and international laws and/or regulations;
  2. You must not use Our Web App in any way, or for any purpose, that is unlawful or fraudulent;
  3. You must not use Our Web App to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software or any data of any kind; and
  4. You must not use Our Web App in any way, or for any purpose, that is intended to harm any person or persons in any way.
2. The following types of User Content are not permitted on Our Web App and you must not create, submit, communicate or otherwise do anything that:
  1. is sexually explicit;
  2. is obscene, deliberately offensive, hateful, or otherwise inflammatory;
  3. promotes violence;
  4. promotes or assists in any form of unlawful activity;
  5. discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;
  6. is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
  7. is calculated or otherwise likely to deceive;
  8. is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy;
  9. misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive (obvious parodies are not included within this definition provided that they do not fall within any of the other provisions of this sub-Clause 10.2);
  10. implies any form of affiliation with Us where none exists;
  11. infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, patents, trade marks and database rights) of any other party; or
  12. is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
3. We reserve the right to suspend or terminate your Account and/or your access to Our Web App if you materially breach the provisions of this Clause 10 or any of the other provisions of these terms and conditions. Specifically, We may take one or more of the following actions:
  1. Suspend, whether temporarily or permanently, your Account and/or your right to access Our Web App;
  2. Remove any of your User Content which violates this Acceptable Usage Policy;
  3. Issue you with a written warning;
  4. Take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;
  5. Take further legal action against you as appropriate;
  6. Disclose such information to law enforcement authorities as required or as we deem reasonably necessary; and/or
  7. Any other actions which We deem reasonably appropriate (and lawful).
4. We hereby exclude any and all liability arising out of any actions (including, but not limited to, those set out above) that We may take in response to breaches of these Terms and Conditions.
Advertising
1. We may feature advertising within Our Web App and We reserve the right to display advertising on the same page as any User Content.
2. You agree that you will not attempt to remove or hide any advertising using HTML/CSS or by any other method.
Disclaimers
1. No part of Our Web App or any accompanying documentation (whether provided in electronic form or otherwise) constitutes advice on which you should rely and is provided for general information purposes only.
2. Subject to any legal rights you may have as a consumer, insofar as is permitted by law, We make no representation, warranty, or guarantee that Our Web App will meet your requirements, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure.
3. We make reasonable efforts to ensure that the Content contained within Our Web App is complete, accurate and up-to-date. We do not, however, make representations, warranties or guarantees (whether express or implied) that Our Web App (and the Content therein) is complete, accurate or up-to-date.
4. If you are a consumer, and as a result of Our failure to exercise reasonable care and skill, any digital content of which Our Web App is comprised (that is not User Content) damages your device or other digital content belonging to you, you may be entitled to certain legal remedies. For more details concerning your rights and remedies as a consumer, please contact your local Citizens Advice Bureau or Trading Standards Office.
5. We are not responsible for the content or accuracy, or for any opinions, views, or values expressed in any User Content created using Our Web App. Any such opinions, views, or values are those of the relevant User, and do not reflect Our opinions, views, or values in any way.
Our Liability
1. If you are a consumer, We will be liable to you for any foreseeable loss or damage that is caused by Us as a result of Our breach of these Terms and Conditions or Our failure to exercise reasonable care and skill.
2. If you are a business, to the fullest extent permissible by law, We accept no liability for any foreseeable loss in contract, tort (including negligence), for breach of statutory duty, or otherwise arising out of or in connection with the use of (or inability to use) Our Web App or the use of or reliance upon any Content (whether that Content is provided by Us or whether it is User Content) included in Our Web App.
3. To the fullest extent permissible by law, We accept no liability to consumers or businesses for loss or damage that is not foreseeable.
4. To the fullest extent permissible by law, We exclude all representations, warranties, and guarantees (whether express or implied) that may apply to Our Web App or any Content (including User Content) included in Our Web App.
5. If you are a business, We accept no liability for loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.
6. We exercise all reasonable skill and care to ensure that Our Web App is free from viruses and other malware. Subject to sub-Clause 12.4, We accept no liability for any loss or damage resulting from a virus or other malware, a distributed denial of service attack, or other harmful material that may adversely affect your hardware, software, data or other material that occurs as a result of your use of Our Web App (including the downloading of any Content (including User Content) from it) or from any other website We may provide a link to.
7. We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of Our Web App resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.
8. Nothing in these Terms and Conditions excludes or restricts Our liability in any situation where it would be unlawful for us to do so including fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be excluded or restricted by law. For full details of applicable consumers’ legal rights, including those relating to digital content, please contact your local Citizens’ Advice Bureau or Trading Standards Office.
Viruses, Malware and Security
1. We exercise all reasonable skill and care to ensure that Our Web App is secure and free from viruses and other malware. We do not, however, guarantee that Our Web App is secure or free from viruses or other malware and accept no liability in respect of the same, as detailed in sub-Clause 13.6.
2. You are responsible for protecting your hardware, software, data and other material from viruses, malware and other internet security risks.
3. You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via Our Web App.
4. You must not attempt to gain unauthorised access to any part of Our Web App, the server on which Our Web App is stored, or any other server, computer, or database connected to Our Web App.
5. You must not attack Our Web App by means of a denial of service attack, a distributed denial of service attack, or by any other means.
6. By breaching the provisions of sub-Clauses 14.3 to 14.5 you may be committing a criminal offence under the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant law enforcement authorities and We will cooperate fully with those authorities by disclosing your identity to them. Your right to use Our Web App will cease immediately in the event of such a breach and, where applicable, your Account will be suspended and/or deleted.
Privacy and Cookies
The Use of Our Web App is also governed by Our Privacy and Cookie Policies, available from here and here. these policies are incorporated into these terms and conditions by this reference.
Data Protection
1. All personal information that We may collect (including, but not limited to, your name and contact details) will be collected, used, and held in accordance with the provisions of the EU Regulation 2016/679 – the General Data Protection Regulation (“GDPR”) and your rights and Our obligations under that Act.
2. We may use your personal information to:
  1. Providing and managing your Account;
  2. Providing and managing your access to our site;
  3. Personalising and tailoring your experience on our site;
  4. Supplying our products and/or services to you (please note that we require your personal data in order to enter into a contract with you);
  5. Personalising and tailoring our products and/or services for you;
  6. Replying to emails from you;
  7. Supplying you with emails that you have opted into, you may unsubscribe or opt-out at any time by using the Unsubscribe option in all marketing emails.
  8. Market research;
  9. Analysing your use of our site and gathering feedback to enable us to continually improve our site and your user experience;
Communications from Us
1. If you have an Account, We may from time to time send you important notices by email. Such notices may relate to matters including, but not limited to, service changes, changes to these Terms and Conditions, changes to Our Web App, and changes to your Account.
2. We will never send you marketing emails of any kind without your express consent. If you do give such consent, you may opt out at any time. Any and all marketing emails sent by Us include an unsubscribe link. If you opt out of receiving emails from Us at any time, it may take up to 10 business days for Us to comply with your request. During that time, you may continue to receive emails from Us.
3. For questions or complaints about email communications from Us (including, but not limited to, marketing emails), please contact Us at DataProtection@Lifecycle.co.uk.
Other Important Terms
1. We may transfer (assign) Our obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by Us in writing. Your rights under these Terms and Conditions will not be affected and Our obligations under these Terms and Conditions will be transferred to the third party who will remain bound by them.
2. You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without Our express written permission.
3. The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.
4. If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.
5. No failure or delay by Us in exercising any of Our rights under these Terms and Conditions means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms and Conditions means that We will waive any subsequent breach of the same or any other provision.
Changes to these Terms and Conditions
1. We may alter these Terms and Conditions at any time. Any such changes will become binding on you upon your first use of Our Web App after the changes have been implemented. You are therefore advised to check this page from time to time.
2. In the event of any conflict between the current version of these Terms and Conditions and any previous version(s), the provisions current and in effect shall prevail unless it is expressly stated otherwise.
Contacting Us
To contact Us, please email Us at DataProtection@Lifecycle.co.uk
Law and Jurisdiction
1. These Terms and Conditions, the Contract, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of England & Wales.
2. If you are a consumer, you will benefit from any mandatory provisions of the law in your country of residence. Nothing in Sub-Clause 21.1 above takes away or reduces your rights as a consumer to rely on those provisions.
3. If you are a consumer, any dispute, controversy, proceedings or claim between you and Us relating to these Terms and Conditions, the Contract, or the relationship between you and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency.
4. If you are a business, any disputes concerning these Terms and Conditions, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.