Specific Conditions for Online Services

THESE SPECIFIC CONDITIONS SHALL APPLY IN ADDITION TO THE GENERAL CONDITIONS FOR SERVICES TO THE EXTENT THAT RILIANCE SUPPLY THE CUSTOMER WITH SOFTWARE AS A SERVICE OR OTHER APPLICABLE ONLINE SERVICES AND THE LATEST VERSION OF THE GENERAL CONDITIONS FOR SERVICES (ACCESSIBLE AT https://riliance.co.uk/terms-and-conditions) ARE HEREBY INCORPORATED BY REFERENCE. CAPITALISED TERMS THAT ARE UNDEFINED IN THESE CONDITIONS ARE DEFINED IN THE LATEST VERSION OF THE GENERAL CONDITIONS FOR SERVICES.

1.    DEFINITIONS

Administrator: An Authorised User with administration rights of a Software as specified in the Order or in the account settings of a Software

Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Specification, as further described in clause 3.2.4.

Customer Data:  the data inputted by the Customer, Authorised Users, or Riliance on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.

Software:  the online software applications as a service provided by Riliance as part of the Services.
Support Services Policy:  Riliance’s policy for providing support in relation to the Services as made available at https://riliance.co.uk/terms-and-conditions-index or such other website address as may be notified to the Customer from time to time.

Training Library: A library of e-learning courses that can be made available to an Authorised User and as defined (www.riliance.co.uk/terms-and-conditions-index) or in an Order.

User Subscriptions:  the maximum number of user subscriptions purchased by the Customer as stated in the Order, which entitle Authorised Users to access and use the Services and the Specification in accordance with the Contract.

Virus:  any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

2.    ONLINE SERVICES

2.2    Riliance may provide to the Customer, from time to time: 

2.2.1    Software;

2.2.2    Training Library; and/or

2.2.3    other online services and/or products as developed by Riliance and described in the Specification and/or Order Form. 

3.    USER SUBSCRIPTIONS

3.1    Subject to the Customer paying the Charges in accordance the terms of the Contract and the obligations together with the restrictions contained therein, Riliance hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Specification during the Term solely for the Customer’s internal business operations.

3.2    In relation to the Authorised Users, the Customer undertakes that:

3.2.1    the maximum number of Authorised Users that it authorises to access and use the Services and the Specification shall not exceed the number of User Subscriptions it has purchased from time to time; 

3.2.2    it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Specification;

3.2.3    each Authorised User shall keep a secure password for his use of the Services and Specification, that each Authorised User shall keep his password confidential;

3.2.4    it shall maintain a written, up to date list of current Authorised Users and provide such list to Riliance within 5 Business Days of Riliance’s written request at any time or times;

3.2.5    it shall permit Riliance or Riliance’s designated auditor to audit the Services in order to establish the name and password of each Authorised User and Riliance’s data processing facilities to audit compliance with the Contract. Each such audit may be conducted no more than once per quarter, at Riliance’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business;

3.2.6    if any of the audits referred to in clause 3.2.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Riliance’s other rights, the Customer shall promptly disable such passwords and Riliance shall not issue any new passwords to any such individual; and

3.2.7    if any of the audits referred to in clause 3.2.5 reveal that the Customer has underpaid Charges to Riliance, then without prejudice to Riliance’s other rights, the Customer shall pay to Riliance an amount equal to such underpayment as calculated in accordance with the Charges or Riliance’s then current charges within 10 Business Days of the date of the relevant audit.

3.3    The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

3.3.1    is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

3.3.2    facilitates illegal activity;

3.3.3    depicts sexually explicit images;

3.3.4    promotes unlawful violence;

3.3.5    is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

3.3.6    is otherwise illegal or causes damage or injury to any person or property;

and Riliance reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
 

4.    SERVICE AVAILABILITY AND SUPPORT

4.1    Riliance shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for maintenance (planned and unplanned) which shall be carried out outside of Business Hours, provided that Riliance has used commercially reasonable endeavours to give the Customer notice in advance of unplanned maintenance.

4.2    Riliance does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; or that the Services, Specification and/or the information obtained by the Customer through the Services will meet the Customer’s requirements.

4.3    Riliance is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Specification may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

4.4    Riliance will, as part of the Services, where included in the Order and in part consideration of the Charges, provide the Customer with Riliance’s standard customer support services during Business Hours in accordance with Riliance’s Support Services Policy in effect at the time that the Services are provided. Riliance may amend the Support Services Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at Riliance’s then current rates.

5.    CUSTOMER DATA

5.1    The Customer shall own all right, title and interest in and to all of the Customer Data that is not Personal Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

5.2    Riliance shall follow its archiving procedures for Customer Data, as may be notified to the Customer from time to time. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against Riliance shall be for Riliance to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Riliance in accordance with the archiving procedure. Riliance shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Riliance to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable.

6.    THIRD PARTY PROVIDERS 

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Riliance makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not Riliance. Riliance recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. Riliance does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

7.    INDEMNITY  

7.1    Riliance shall defend the Customer, its officers, directors and employees against any claim that the Services or Specification infringes any United Kingdom patent effective as of the Commencement Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

7.1.1    Riliance is given prompt notice of any such claim;

7.1.2    the Customer provides reasonable co-operation to Riliance in the defence and settlement of such claim, at Riliance’s expense; and

7.1.3    Riliance is given sole authority to defend or settle the claim.

7.2    In the defence or settlement of any claim, Riliance may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Contract on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

7.3    In no event shall Riliance, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

7.3.1    a modification of the Services or Specification by anyone other than Riliance; or

7.3.2    the Customer’s use of the Services or Specification in a manner contrary to the instructions given to the Customer by Riliance; or

7.3.3    the Customer’s use of the Services or Specification after notice of the alleged or actual infringement from Riliance or any appropriate authority.

7.4    The foregoing states the Customer’s sole and exclusive rights and remedies, and Riliance’s (including Riliance’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

8.    INSTRUCTIONS

8.1    Riliance is permitted to accept instructions from Administrators or other representatives of the Customer as Riliance, taking reasonable measures, believes to represent the Customer. Riliance shall have no liability to the Customer in act or refusing to act on such instructions.