3.2 The Signy reserves the right to modify, suspend or discontinue (permanently or temporarily) Signy.io and the Services (or any part of them) at any time without prior notice to you. The Signy shall have no liability for any modification, suspension or discontinuance of Signy.io or for any failure to notify you in advance of the same.
- Application of Terms
1.1 These Terms and Conditions ("Terms") constitute the agreement (“Agreement”) between you, whether as a member with access to the Signy website (“Signy.io”) or as a Subscriber with credentials to access the Signy website (“Signy.io”) and the company called Signy Advanced Technologies operating with a trading name “Signy” at the registered address Signy Advanced Technologies Limited, 110 Hilmanton, Lower Earley, Reading, UK RG6 4HJ
1.2 Capitalised terms not otherwise defined in these Terms have the meaning given in the Rules of the Signy (“Rules”).
1.3 For the avoidance of doubt, when used in these Terms, the words “we” and “us” refer to the Signy and the words “you” and “yours” refer to the Member, Principal, Representative, Subscriber or User, as appropriate. We and you are each a party (Party), and together, the parties (Parties), to the Agreement.
1.4 Users are considered to be acting on behalf of their company and are bound at all times by the Signy Data Policy, available on the website. In addition to these terms, Subscribers, Partners, Principals and Representatives are bound at all times by the Rules. The Rules are available on request from the Signy.
1.5 Subscribers, Principals, Representatives and Subscribers who, in the sole opinion of the Signy Advanced Technologies Limited fail to abide by these Terms, including, where applicable, by the Rules and the Signy Data Policy, shall have their access to the services provided by the Signy, including the provision of Signy Data by any means, whether electronic or otherwise, access to Signy Data and to other information and services provided on Signy.io (“Services”) terminated without notice.
1.7 Subscribers, Partners, Principals, Representatives and Subscribers may be required or may have been required to agree to the Terms in writing (e.g. by signing a declaration during the process of applying to become a Member or Subscriber) but, in any case, all Users accessing any part of Signy.io signify agreement with and consent to the Terms.
1.8 The Signy reserves the right to change the Terms, Rules and Signy Data Policy from time to time and, accordingly, you should, on each occasion of use, check the Terms when accessing Signy.io.
2. Obligations for users of Signy.io
2.1 In consideration of being granted access to and use of Signy.io, you represent, warrant and undertake to:
a) provide true, accurate and complete information about yourself ("User Data") as required by the Signy's registration process and thereafter to ensure that the User Data is promptly maintained and updated so that it remains at all times true, accurate and complete. If the Signy has reasonable grounds to suspect that any of the User Data is untrue, inaccurate or incomplete in any respect, Signy shall have the right to suspend or terminate your access to and use of Signy.io;
b) maintain the confidentiality of any password and account details provided by the Signy and accept that the password may only be used by the User personally or such other persons as may have been approved by the Signy in writing. In addition, you accept that you will have sole responsibility for all statements, acts and omissions which are made under your password and undertake to notify the Signy immediately upon becoming aware of any un-authorised use or possession of your password or any other breach of security.
c) not misuse our website by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not engage in any web scraping or attempt to gain unauthorised access to our website, the server on which our website is stored or any server, computer or database connected to our website. You must not attack our website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities, and we will co-operate with those authorities by disclosing your identity to them.
3. Signy’s rights and obligations in respect of users of Signy.io
3.1 The Signy shall be entitled, without prior notice to you, to suspend and/or terminate your access to and use of Signy.io if it has reasonable grounds to suspect that you have breached any of the representations, warranties and undertakings given in clause 2.1 above.
4.1 You agree to indemnify the Signy against any liabilities, claims, damages, losses and proceedings incurred by the Signy as a result of any breach by you of the representations, warranties and undertakings given in clause 2.1 above.
4.2 You agree to co-operate with the Signy and to comply with its reasonable instructions to limit or minimise any liability the Signy may incur as a result of any breach of the representations, warranties and undertakings given in clause 2.1 above.
5. Intellectual Property Rights
5.1 You acknowledge and accept that all of the copyright, database rights and any other intellectual property rights which subsist in the design, layout, processes, functions, data and content of Signy.io and the Services are the property of the Signy, its information providers, advertisers and other licensors. No part of Signy.io, the Services, their content or any of their underlying software and databases may be copied or reproduced (except for your personal use), shared with third parties, reverse engineered, reverse assembled, or used to create any derivative work (whether in physical or electronic form) without the prior written consent of the Signy except to the extent specifically permitted under the terms of the level of your subscription for Signy Data as set out in the Signy Data Policy.
5.2 The Signy grants you a personal, non-exclusive, non-transferable, non-sublicensable licence under the Signy’s intellectual property rights to access Signy.io and use the Services in accordance with these Terms. The licence granted in this clause shall have an initial term of 12 months and will continue in force for the duration of your continued subscription, subject to prior termination in accordance with clause 3.1 above.
5.3 For the avoidance of doubt, Subscribers, Principals, Representatives and Subscribers may not use Signy’s intellectual property rights except as expressly permitted under these Terms.
5.4 You hereby acknowledge and accept that information and materials provided by third party organisations, Subscribers, Subscribers which may be uploaded, posted or transmitted on Signy.io ("Third Party Materials") may be confidential or the subject of third party intellectual property rights. Where you have actual notice of such rights or reasonable grounds for believing that they exist, you agree to observe and respect all such rights. You agree not to use any Third Party Materials for any purposes other than those for which they were provided and will notify the Signy immediately if you become aware, or have reason to believe that the intellectual property rights of the Signy or any user of Signy.io are being infringed or that a breach of confidence is being committed.
6. Limitations of Liability
6.1 Links to third party websites or resources ("External Sites") may be included on Signy.io by the Signy or third parties. You hereby acknowledge that the Signy has no control over External Sites and does not pre-screen or systematically monitor their contents.
6.2 The Signy does not in any way endorse the contents, information, products or services available on External Sites and accepts no liability or responsibility for any loss, damage, cost or expense incurred by you as a result of your use or reliance on any of the contents, products or services available on any External Site.
6.3 Signy.io contains and uses data provided by third parties (Third Party Providers). You accept that this data is used by the Signy and made available to Users on the basis that neither the Signy nor Third Party Providers shall have responsibility or liability in negligence or otherwise in respect of any inaccuracy in, or omission from, such information and, neither the Signy nor Third Party Providers shall be liable for any indirect or consequential loss caused by or arising from any inaccuracy in or omission from such data.
6.4 You hereby acknowledge and accept that the Signy does not pre-screen or systematically monitor data provided by Third Party Providers and accepts no responsibility to do so. You accept that the Signy makes available such data to you on an "as is" basis. No warranties or representations whatever are given by the Signy with regard to the accuracy, integrity, completeness, quality or fitness for purpose of such information and materials. You accept that any use, transmission or reliance on such data will be entirely at your own risk and the Signy will accept no liability for any damage, loss, cost or expense incurred by you as a result of any such use, transmission or reliance on such data.
6.5 The Signy warrants and undertakes that:
a) It has the right and authority to enter into this Agreement;
b) It will, in providing the Services and operating Signy.io, exercise the skill and care which may be expected of a provider of such services; and
c) the use by you of the Services and the information and materials included in the Services in accordance with these Terms will not infringe the intellectual property rights of any third parties.
6.6 Except as expressly stated in clause 6.5, the Signy makes no other warranty or representation in relation to Signy.io and/or the Services. In particular, the Signy makes no warranty or representation that:
a) Signy.io and/or the Services will meet your requirements; or
b) Signy.io and/or the Services will be uninterrupted or free of errors, bugs and viruses.
6.7 The Signy shall not be liable to you whether in contract (including under any indemnity or warranty whether under clause 6.5 above or otherwise), in tort (including negligence), under statute or otherwise for any of the following:
a) loss of profit;
b) loss of revenue;
c) loss of anticipated savings;
d) loss or corruption of data;
e) loss of contract or opportunity;
f) loss of goodwill; or
g) indirect or consequential loss of whatever nature including (without limit) any loss of a type described in (a) to (f) above which could be regarded as indirect or consequential and whether or not reasonably foreseeable, reasonably contemplatable, or actually contemplated by the Signy or by you at the time of entering into this Agreement.
6.8 In the event that the Signy shall be liable to you (or any person claiming through you) in contract (including under any indemnity or warranty), in tort (including negligence), under statute or otherwise, the Signy's total liability to you and your company together shall be limited to the amount of the subscription or subscribership fee paid for access to the Services or £5000, whichever is the greater.
6.9 Without prejudice to your rights to terminate this Agreement, your sole remedy at law, in equity or otherwise in respect of any claim against the Signy shall be limited to damages.
6.10 Any action or claim against the Signy must be brought within 18 months after the cause of action arises.
6.11 These Terms set out the entire liability of the Signy to you in connection with the operation of Signy.io and the provision of the Services. However, nothing in this Agreement shall exclude or limit the liability of the Signy or you for:
a) death or personal injury resulting from the negligence of that party or its directors, officers, employees, contractors or agents; or
b) fraud or any statements made fraudulently by that party or its directors, officers, employees, contractors or agents.
6.12 Both you and the Signy agree that, given the nature of the Services, the consideration paid to the Signy and the availability of insurance cover to you, the limitations on liability contained in this clause 6 are reasonable in all the circumstances.
7.1 If any provision or part thereof of these Terms shall be held to be illegal, invalid or unenforceable, in whole or in part, under any enactment or rule of law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall not be affected.
7.2 This Agreement (including the Data Policy and Rules) constitute the entire agreement and supercedes all prior agreements, statements, promises, representations, assurances or warranties made between the Parties with respect to the subject matter hereof. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty that is not set out in this Agreement and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
7.3 Waiver Neither the failure nor any delay on the part of the Signy to exercise any right, remedy, power or privilege under this Agreement or at law shall operate as a waiver of, nor shall it prevent or restrict the further exercise of, that or any other right or remedy. A waiver of any right or remedy under this Agreement or at law is only effective if given by notice.
Any notice, request, instruction or other communication to be given or made pursuant to this Agreement shall be in writing and shall be deemed to have been duly given:
a. on the date of delivery if delivered personally or by facsimile upon confirmation of receipt if sent during normal business hours of the Signy, and if not so confirmed, then on the next business day;
b. on the second business day following the date of despatch if delivered by a recognised next day courier service; or
c. five days after having been sent by registered or certified mail, receipt requested, postage prepaid
All notices to the Signy shall be delivered to the following address:
Signy Advanced Technologies
Lower Earley, Reading
UK RG6 4HJ
Signy Advanced Technologies will have the right at all times to assign any of its rights or obligations under this Agreement to a direct or indirect wholly owned subsidiary.
Neither this Agreement, nor any rights or obligations arising hereunder shall be assigned by Subscribers, Principals, Representatives or Subscribers without prior written consent of the Signy.
7.6 No third party shall have any rights to bring a claim under the Contracts (Rights of Third Parties) Act 1999 in respect of these Terms.
7.7 These Terms are subject to English law and any claim brought in relation to them or otherwise connected to Signy.io and the Services shall be subject to the exclusive jurisdiction of the English Courts.
- Public Areas
10.1 If you are merely visiting the public area of www.Signy.io, we do not collect any personal information about you.
10. Links to external sites