Terms of Service
In this document the following expressions shall have the following meanings:
“Licensee” shall mean a person, company or other organisation that has obtained a license from nToklo to allow Users to access the Console and or the Service.
“nToklo” nToklo Limited, whose registered office is located at 9th Floor, Berkshire House, 168-173 High Holborn, London WC1V 7AA, United Kingdom “Server” the hardware on which the Software and Console are located.
“Services” services available from nToklo including the Console, the Software, provision of Data and any other services offered on a professional or commercial basis.
“Software” shall mean the software program provided by nToklo and made available through the Console, including software in which nToklo has sub-licensing rights, in executable, machine readable, object, printed or interpreted form, including any documentation, modifications, improvements or updates supplied to the Licensee.
“Terms” these general terms.
“User” shall mean a user of the Console and/or Services authorised by a Licensee or nToklo.
“Console” the online dashboard operated by nToklo, hosted on the Server and incorporating the Software, made available to Licensees.
1. Incorporation Of Terms
1.1 These Terms are applicable to the Console, Software, Server and Services supplied by nToklo. In the event of any ambiguity between these Terms and the specific provisions of the Software Services Reseller Agreement and, Software Services Agreement, the terms of the relevant Agreement take precedence.
1.2 Any waiver of any provision of these Terms must be in writing and signed by nToklo to be valid. A waiver of any provision hereunder shall not operate as a waiver of any other provision, or a continuing waiver of the same provision in the future. If any court of competent jurisdiction finds any provision of these terms and conditions to be void or unenforceable for any reason, then such provision shall be ineffective to the extent of the court’s finding without affecting the validity and enforceability of any remaining provisions. These terms and conditions represent the entire understanding and agreement between you and nToklo relating to use of the Console, and supersede any and all prior statements, understandings or agreements whether oral or written, and shall not be modified except in writing, signed by you and by nToklo.
1.3 Please read these conditions carefully. They set out the terms under which access to the Console and/or nToklo Services is made available.
2 NOTICE SPECIFIC TO DATA AVAILABLE FROM THE CONSOLE
2.1 Any information, analytics, data, metrics or proprietary information (“Data”) made available by nToklo on the Console that is made available from the Server is the copyrighted work of nToklo or its collaborators in particular projects as the case may be. Any unauthorised reproduction or redistribution of the Data is expressly prohibited.
2.2 Without limiting the foregoing, copying or reproduction of the Software made available on the Console to any other server or location for further reproduction or redistribution is expressly prohibited.
2.3 The Console and the Software available is warranted, if at all, only according to the terms of the specific software licence agreement. Except as warranted in the specific software licence agreement, nToklo hereby disclaims all warranties and conditions with regard to the Console and Software, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement.
2.4 Data from the Console and Server may only be used subject to the specific license agreement and may not otherwise be accessed, copied, distributed, downloaded or broadcast in any media.
2.5 nToklo makes no representations about the suitability for any particular purpose of the information contained in the Data and related graphics published on the Console nor hosted on the Server. All such Data and related graphics are provided “as is” without warranty of any kind. nToklo hereby disclaims all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall nToklo be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from the Server.
2.6 The documents and related graphics published on Console, included in the Data and hosted on the Server could include technical inaccuracies or typographical errors. Changes are periodically added to the information therein. nToklo may make improvements and/or changes in to the Services, Data, Console, Server and/or Software described herein at any time.
3 NOTICE SPECIFIC TO DATA FROM THIRD-PARTY SITES
There shall be data on the Console provided by sites that are not under the control of nToklo and nToklo is not responsible for such data, or any changes or updates to such data. The inclusion of such data in any of the Services does not imply endorsement by nToklo of the data.
4 COLLECTION OF DATA
4.1 When you engage in certain activities on the Console, nToklo may ask you to provide certain information about yourself, your business your customers or third parties. It is completely optional for you to engage in these activities however you acknowledge that without the provision of this information nToklo may be severely impaired in their ability to deliver the Service or may not be able to deliver the Service and/or Data at all. In such instance nToklo shall bear no liability for a full or partial failure to deliver all or part of the Service.
4.2 When you submit information to nToklo, you understand and agree that nToklo and its business partners may transfer, store, and process that information in any of the countries in which nToklo and its business partners maintain offices.
4.3 nToklo collects this information in order to provide you with the Services and Data. nToklo also uses information that you provide as part of its effort to provide a better and more accurate service to Licensees and Users.
4.4 nToklo recognises and appreciates the importance of the responsible use of this information. If you do not want the information you provide to nToklo to be used, and you indicate this preference when you provide the information to nToklo, nToklo will honour your preference.
4.5 Please note that nToklo is not responsible for, nor can give any guarantees about the content or privacy practices of non-nToklo web sites to which nToklo or any other nToklo web site may link.
4.6 You agree:
4.6.1 to provide true, accurate, current and complete information which you are required to provide when you register as a User of nToklo (‘User Information’); and notify us immediately of any changes to the User Information.
4.6.2 not to impersonate any other person or entity or to use a false user name or password to access the Console and/or Service that you are not authorised to use.
4.6.3 to make the timely payment, in full and on demand, of any fees that may be due to access the Console, Server, Software or Services.
4.7 We reserve the right to terminate your account (including user name and password) if any User Information is untrue, inaccurate, out-of-date, incomplete or fraudulently supplied. User access is permitted subject to the authority of nToklo or its Licensees.
4.8 For further information please contact [email protected]
5 INTELLECTUAL PROPERTY RIGHTS NOTICE
5.1 Any nToklo products or services referenced herein or on the Console are either trademarks or registered trademarks of nToklo and/or their partners and/or Licensees. The names of actual companies and products mentioned may likewise be the trademarks of their respective owners. Any rights not expressly granted herein are reserved.
5.2 nToklo retain all right, title, interest and intellectual property rights in and to the Console, Software and Data. Nothing in these terms and conditions of use shall be construed as conferring by implication, estoppel or otherwise, any license or right under any copyright, patent, trade mark, database right, sui generis right or other intellectual property or proprietary interest of nToklo, its affiliates or any third party.
5.3 Elements of the Console are protected by trade-dress, trademark, unfair competition, and other laws and may not be copied or imitated in whole or in part. No content, logo, graphic, sound or image from the Console may be copied, retransmitted or otherwise distributed unless expressly permitted by nToklo in writing.
5.4 You acknowledge that all copyright, trademarks and all other intellectual property rights in any material supplied as part of the Services shall remain vested in our licensors or us. You acknowledge that you are permitted to use this material only as expressly authorised by us or our licensors and may not copy, reproduce, transmit, distribute or create derivative works of such material without express authorisation.
5.5 The material and content contained on the Console and/or the Services and/or the Data is for your use only and you agree not to (and agree not to assist or facilitate any third party to) distribute or commercially exploit such material and content. If you become aware of any such distribution or commercial exploitation, you will let us know immediately.
6 DISCLAIMERS AND LIMITATION OF LIABILITY
6.1 Your use of the Console is at your own risk. Users assume complete responsibility for, and all risk of loss resulting from, your downloading and/or using of, or referring to or relying on materials, software, Data or any other information obtained from your use of the Console and/or Services. You agree that nToklo and providers of telecommunications and network services to nToklo will not be liable for damages arising out of your use or your inability to use the Console, and you hereby waive any and all claims with respect thereto and whether based on contract, tort or other grounds.
6.2 The Console is available to all Licensees and Users ‘as is’ without any representations or warranties of any kind, either express or implied. nToklo makes no representations, warranties or undertakings that the Console, or the Server that makes it available, will be free from defects, including, but not limited to viruses or other harmful elements. nToklo accepts no liability for any infection by computer virus, bug, tampering, unauthorised access, intervention, alteration or use, fraud, theft, technical failure, error, omission, interruption, deletion, defect, delay, or any event or occurrence beyond the control of nToklo, which corrupts or affects the administration, security, fairness and integrity or proper conduct of any aspect of the Console. There are certain inherent risks in using the Internet and the World Wide Web. nToklo makes no representations, warranties or undertakings about:-
6.2.1 Any of the Data or Software on the Console, including, without limitation, their accuracy, their completeness or their merchantability, quality or fitness for any particular purpose; or
6.2.2 Any content of, or information on, any other website referred to or accessed by hypertext link through the Console or from which the Console is referred to or accessed by hypertext link or other direct or indirect connection (‘Third Party Site’). nToklo does not endorse or approve the content of any Third Party Site, nor will nToklo have any liability in connection with any Third Party Site (including but not limited to liability arising out of any allegation that the content of or information on any Third Party Site infringes any law or the rights of any person or entity). No judgment or warranty is made with respect to the accuracy, timeliness or suitability of the content of any Third Party Site, and any and all liability, which might arise out of, or in connection with, your use or reliance on the content of or information on, or the performance of, any Third Party Site is excluded.
6.3 Any Data, content or information received on or via the Console should not be relied on for important personal, financial or business decisions, and you should consult an appropriate professional for advice which is specifically tailored to your particular circumstances. You acknowledge and understand that nToklo may have opinions from time to time with regard to any of the content of or information on, the Console which may be different from those obtained by using or accessing the content of, and information on, this Console, and that nToklo is not advising you in relation to the nature, potential, value or suitability of any particular product, asset or security, portfolio of assets or securities, transactions, investment strategy or other matter, and that no mention of a particular asset or security on the Console constitutes a recommendation to buy, sell or hold that or any other asset or security. Content, information and services received via the Console is supplied by sources believed to be reliable. However, calculations made using such data, and opinions expressed in relation to such data, are not guaranteed by these sources, nToklo, or any other person or entity, and may not be complete.
6.4 nToklo reserve the right to change the content, presentation, performance, User facilities and availability of any part of the Data, Console, Software or Service at its sole discretion, including these Terms, and you should check these Terms regularly for any changes.
6.5 To the fullest extent permitted by applicable law, neither nToklo nor any of its directors, employees, affiliates or other representatives will be liable for loss or damages arising out of or in connection with your use of, or your inability to use, the Console, the Data, the Software, the Services and/or facilities or services offered through the Console or by nToklo, including, but not limited to, indirect or consequential loss or damages, loss of data, income, profit or opportunity, loss of or damage to property and claims of third parties, even if nToklo has been advised of the possibility of such loss or damages, or such loss or damages were reasonably foreseeable.
6.6 In no event shall nToklo be liable for any damages whatsoever including special, indirect or consequential damages whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of Data, Software, documents, provision of or failure to provide services, or information loss of data available from the Console.
6.7 Links and recommendations are provided by nToklo on the Console to other websites that offer goods and services for sale. nToklo makes no representation or warranty as to the suitability, fitness for purpose, availability or quality of such goods and/or services.
6.8 You acknowledge that nToklo has no control over the information which can be accessed by using the Console and the Services and that we do not examine the use to which you or other Users put the Console or Services or the nature of the information you or they are sending or uploading. We therefore exclude all liability of any kind for the transmission or reception or such information of whatever nature.
6.9 You agree that, except for death and personal injury arising from their negligence, nToklo shall not be liable in contract, tort, negligence, or otherwise, for any loss or damage whatsoever arising from or in any way connected with this contract, including, without limitation, damage for loss of business, loss of profits, business interruption, loss of business information, or any other pecuniary loss (even where we have been advised of the possibility of such loss or damage).
7 DATA PROTECTION AND PRIVACY STATEMENT
7.1 nToklo and its associated companies respect your right to privacy. Users should be aware that each time they visit the Console two general levels of information about their visit can be retained. The first level comprises statistical and other analytical information collected on an aggregate and non-individual specific basis of all browsers who visit the site, and the second is information that is personal or particular to a specific User and/or Licensee who knowingly chooses to provide that information. nToklo’s policy is to respect and protect the privacy of our Users and will never wilfully disclose individually identifiable information about its Users to any third party without first receiving that User’s permission. The statistical and analytical information provides us with general and not individually specific information about the number of Users who visit the Console. This includes information regarding the number of Users who return to the Console; the pages that they visit; where they were before they came to this site and the page in the site at which they exited. This information helps us monitor traffic on the Console and improve the Software and Service so that we can better manage and improve the Data, Service, Software and Console. It also helps us to understand which facilities and functions of the Console and Software are most popular, and generally to assess User behavior and characteristics in order to measure interest in and use of the various areas and aspects of the Console.
7.2 The statistical and analytical information and data referred to in 7.1 above can be collected through the standard operation of the Server and logs as well as ‘cookies’. ‘Cookies’ are small text files that a website can use in order to recognise visitors who revisit a site so as to facilitate their ongoing access to and use of the site. It enables usage behavior to be tracked and aggregate data to be compiled that would facilitate more targeted advertising and improved content. Typically, cookies involve the assigning of a unique number to the visitor. Users should be aware that nToklo are unable to control the use of cookies or the resulting information by other third parties, such as parties hosting data for nToklo. One simple way to prevent the use of cookies is to activate the facility that is available in most web browsers that enables the User to deny or accept cookies. However, Users should realise that certain cookies may be necessary in order to provide the User with certain features such as the customised delivery of certain information and the viewing and delivery of Data.
7.3 You, your website, business, company or a third-party organisation that you represent may be asked to send nToklo data or information in order for nToklo to provide the Service. This information will only be used by nToklo for:
7.3.1 The purposes for which it was provided by you;
7.3.2 Verification purposes and statistical analysis;
7.3.3 To provide you with details of products, services, recommendations, Data or other information provided or delivered by nToklo or any of its associated companies or any third party engaged by nToklo as part of the Service or in the provision of Data.
8 PROVISION OF SERVICES
8.1 nToklo provides access to highly specialised resources and Data for its Users through its own Server, Software, network and connections to networks outside of nToklo.com. Access to these networks is contingent on observance of these Terms which apply to all of Users and users of the Console.
8.2 nToklo’s services are provided to the User and the User therefore agrees to neither share the Data, Console access, Service, their User name and password for the Console, nor to share nToklo sensitive information with any other person or body.
8.3 Use of the Console is deemed to be an acceptance of these Terms.
9 SECURITY AND PERSONAL INFORMATION
9.1 All Users and Licensees will be issued with a unique user name and password. Users are responsible for the security and proper use of all user names and passwords relating to the Console and/or Service and must take all necessary steps to ensure that all user names and passwords are kept confidential, secure, used properly and not disclosed to other people.
9.2 Other users of your username and password shall be bound by these Terms as if they were you. You agree to immediately notify us of any unauthorised use of your username or password or any other breach of security of which you become aware.
9.3 If you forget your password, you can use the ‘Forgot Password’ section of the Login page. Your password will be reset, and reset instructions will be sent to your email address.
9.4 Access to the Console, Data, Services, Server and or Software shall be subject to the correct entry of a user name and password.
10 USE OF THE SERVICES
10.1 Users are responsible for procuring the necessary equipment and the payment of telephone charges necessary to access the Console and Services.
10.2 nToklo’s services may not be used for any activity, which contravenes the laws of the United Kingdom, or any other applicable jurisdiction.
10.3 Users may not use the Server, Software, Console or nToklo’s services:
10.3.1 to seek to gain unauthorised access to nToklo’s facilities, services or resources or to the facilities, services or resources of connected networks.
10.3.2 to engage in activities which waste nToklo’s resources (people, networks, computers and financial).
10.3.3 to engage in activities, which cause or are liable to cause disruption or denial of service to any other User and any user of the Console or Service.
10.3.4 to create, host or transmit offensive or obscene material, or engage in activities, which would cause offence to others on the grounds of race, creed or sex.
10.3.5 to create, host or transmit material which is designed to cause annoyance, inconvenience or needless anxiety to others.
10.3.6 to create, host or transmit material which is defamatory.
10.3.7 create, host or transmit material which infringes the copyright of another person or organisation.
10.3.8 to engage in activities which infringe proprietary rights in any software.
10.3.9 to engage in activities which compromise the privacy of others.
10.3.10 to engage in activities which would destroy the integrity of computer based information.
10.3.11 to transmit unsolicited commercial or advertising material either to other Users or to other organisations connected to other networks.
10.3.12 to transmit unsolicited or bulk email either to other Users or to other organisations connected to other networks.
10.4 nToklo’s Services are not intended for resale. Resale of Services without making specific arrangements with nToklo shall not be permitted.
10.5 Licensees and Users shall be responsible for ensuring that any Services obtained from nToklo are suitable for requirements and are compatible with existing systems and practices.
10.6 If Services are purchased in error, nToklo retain the right to refund you accordingly. nToklo retains the right to deduct, from your refund, administration costs and charges incurred providing access to the Console and/or the Services.
10.7 In relation to digital download software, the Consumer Protection (Distance Selling) Regulations 2000 (‘Regulations’) give consumers the right to cancel orders for downloaded products or services during the period of seven working days after the day on which provision of the product or service being provided commences. However, under the exceptions to these Regulations, you agree that this right of cancellation does not apply. This enables nToklo to prevent illegal distribution and/or reproduction of digital download software which is a significant problem that hurts software vendors and producers.
10.8 nToklo operate under strict license agreements and must therefore validate Users. You accept that your access to the Services may be subject to further validation and that you may be requested to provide additional details to nToklo. Failure to provide such details could lead to a delay or suspension in your ability to access the Console and/or the Services.
11 INDEMNITY
You agree to indemnify us, or any company in the nToklo group and their officers, directors and employees, immediately on demand, against all claims, liability, damages, costs and expenses, including legal fees, arising out of any breach of these terms and conditions by you or any other liabilities arising out of your use of nToklo or the Services.
12 TERMINATION
nToklo reserves the right to take such action as it deems appropriate against any customer who violates any condition of these Terms. In such cases, services (including your username and password, access to the Data, Console, Server, Software or other Services) may be limited, interrupted or terminated with or without notice to you.
13 BINDING NATURE OF THESE CONDITIONS
13.1 If you do not agree to these Terms, please do not access or use the Console, Server, Software or Services. nToklo reserve all its remedies in the event of breach of these Terms.
13.2 For further information please contact [email protected]
14 GOVERNING LAW
The Console is controlled and operated by nToklo from the United Kingdom. nToklo does not make any representation that the Console, Software, Data, Service, materials, software and/or the facilities or services offered through the Console are appropriate or suitable for use in countries other than the United Kingdom, or that they comply with any legal or regulatory requirements of such other countries. In accessing the Console, you do so at your own risk and on your own initiative, and are responsible for compliance with local laws, to the extent any local laws are applicable. It is prohibited to make this Console, the Data, Software, Services and/or facilities or services offered through the Console or any part of them, available in your country. It is also prohibited to make available to you (whether by reason of nationality, residence or otherwise), the Console, the Data, Software, and/or facilities or services offered through the Console or any part of them are not directed at you. These terms and conditions of use shall be governed by and construed in accordance with the laws of the United Kingdom, and you hereby agree for the benefit of nToklo, and without prejudice to the right of nToklo to take proceedings in relation to these terms and conditions of use before any other court of competent jurisdiction, that the courts of the United Kingdom shall have jurisdiction to hear and determine any action or proceedings that may arise out of or in connection with these terms and conditions of use, and for such purposes you irrevocably submit to the jurisdiction of such courts.