Posted: 1st March 2019
Effective: 1st March 2019
Your Content & Your Permissions
When you use our Services, you provide us with your files and also messages, contacts and so on which identify you or your client with those files (“Your Content”). Your Content is yours. These Terms don’t give us any rights to Your Content except for the limited rights that enable us to offer the Services.
We need your permission to host Your Content, back it up and share it when required to deliver our Services. Our Services may also provide you with features such as document previews, commenting, easy sorting, sharing and searching. These and other features may require our systems to access store and scan Your Content. You give us permission to do those things, and this permission extends to our affiliates and trusted third parties we work with.
The Validity of Your Content
Affiliates and trusted third parties will include industry regulatory and certification bodies who may be asked to confirm the validity of any certification information we hold. Such confirmation is not to be automatically inferred from our agreement to store Your Content; we do not normally make checks on either the professionals uploading content to Certon or Your Content itself. We will make checks when potential discrepancies or infringements of regulatory practices are brought to our attention. Certon does not certify or guarantee any aspect of Your Content; that obligation rests with you if you are the professional uploading Your Content or, if you are a consumer, it lies in your relationship with the professional who uploaded Your Content.
Sharing Your Content
Our Services let you share Your Content with others, and Certon has no liability for any dispute arising from sharing Your Content, save where it is proven that the dispute arose from Certon’s corruption of the data held as Your Content.
You’re responsible for your conduct. You and Your Content must comply with our Acceptable Use Policy. Content in the Services may be protected by others’ intellectual property rights. You may not copy, upload, download or share content unless you have the right to do so.
We may review your conduct and content for compliance with these Terms and our Acceptable Use Policy . That said, we have no obligation to do so. We are not responsible for the content users post and share via the Services.
You may use our Services only as permitted by applicable law, including compliance with relevant regulations. Finally, to use our Services, you must be at least 16 years old.
Some of our Services allow you to download client software including the Certon App (“Software”) which may be updated automatically. As long as you comply with these Terms, we give you a limited, non-exclusive, non-transferable, revocable licence to use the Software, solely to access the Services. To the extent any component of the Software may be offered under an open source licence, we’ll make that licence available to you and the provisions of that licence may expressly override some of these Terms. Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Services, attempt to do so or assist anyone to do so.
We sometimes release products and features that we are still testing and evaluating. Those Services have been marked as beta, preview, early access or evaluation (or words or phrases with similar meanings) and may not be as reliable as Certon’s other services, so please bear that in mind.
The Services are protected by copyright, trademark, and other English and international laws. These Terms don’t grant you any right, title or interest in the Services, others’ content in the Services, Certon trademarks, logos and other brand features. We welcome feedback, but please note that we may use comments or suggestions without any obligation to you.
Billing and Payment
Please see our separate Billing and Payment pages, which form part of these Terms, for plans which are appropriate to your usage. Fees may be updated from time and we undertake to give you 30 days’ notice of any changes. In any event, no price changes will be imposed until the end of your billing cycle (usually annually).
You’re free to stop using our Services at any time. We reserve the right to suspend or terminate your access to the Services with notice to you if:
(a) you’re in breach of these Terms, including the Billing and Payment terms, or
(b) you’re using the Services in a manner that would cause a real risk of harm or reputational damage or loss to us or other users, or
(c) your Paid Account has expired and not been renewed.
We’ll provide you with reasonable advance notice via the email address associated with your account to remedy the activity that prompted us to contact you, and give you the opportunity to export Your Content from our Services. If after such notice you fail to take the steps we ask of you, we’ll terminate or suspend your access to the Services.
We won’t provide notice before termination where:
(a) you’re in material breach of these Terms,
(b) doing so would cause us legal liability or compromise our ability to provide the Services to our other users, or
(c) we’re prohibited from doing so by law.
Discontinuation of Services
We may decide to discontinue the Services in response to unforeseen circumstances beyond Certon’s control or to comply with a legal requirement. If we do so, we’ll give you reasonable prior notice so that you can export Your Content from our systems. If we discontinue Services in this way before the end of any fixed or minimum term you have paid us for, we’ll make every reasonable effort to refund the portion of the fees you have pre-paid but haven’t received Services for.
Services “AS IS”
We strive to provide great Services, but there are certain things that we can’t guarantee. TO THE FULLEST EXTENT PERMITTED BY LAW, CERTON AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED “AS IS”. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN PARTICULAR CERTON DOES NOT OFFER ANY WARRANTY AS TO THE REGUALTORY COMPLIANCE OF DATA HELD AS PART OF THE SERVICES.
Limitation of Liability
WE DON’T EXCLUDE OR LIMIT OUR LIABILITY TO YOU WHERE IT WOULD BE ILLEGAL TO DO SO – THIS INCLUDES ANY LIABILITY FOR CERTON’S OR ITS AFFILIATES’ FRAUD OR FRAUDULENT MISREPRESENTATION IN PROVIDING THE SERVICES WHERE CERTON HAS BEEN MADE AWARE OF FRAUDULENT ACTIVITY WITHIN SEVEN WORKING DAYS OF THAT NOTICE. CERTON IS RESPONSIBLE TO YOU ONLY FOR LOSSES AND DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE REASONABLE CARE AND SKILL OR OUR BREACH OF OUR CONTRACT WITH YOU. THIS PARAGRAPH DOESN’T AFFECT YOUR CONSUMER RIGHTS.
CERTON, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS WON’T BE LIABLE FOR:
i. ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR
ii. ANY LOSS OF USE, DATA, BUSINESS OR PROFITS.
THESE EXCLUSIONS OR LIMITATIONS WILL APPLY REGARDLESS OF WHETHER OR NOT CERTON OR ANY OF ITS AFFILIATES HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES.
IF YOU USE THE SERVICES FOR ANY COMMERCIAL, BUSINESS OR RE-SALE PURPOSE, CERTON, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS WILL HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION OR LOSS OF BUSINESS OPPORTUNITY. CERTON AND ITS AFFILIATES AREN’T RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USERS OF THE SERVICES.
OTHER THAN FOR THE TYPES OF LIABILITY WE CANNOT LIMIT BY LAW (AS DESCRIBED IN THIS SECTION), WE LIMIT OUR LIABILITY TO YOU TO THE GREATER OF £10 (TEN POUNDS STERLING) OR 100% OF ANY AMOUNT YOU’VE PAID UNDER YOUR CURRENT SERVICE PLAN WITH CERTON.
If you have a grievance with Certon, we want to address your concerns without needing a formal legal case. Before initiating any proceedings against Certon, you agree to try to resolve the dispute informally by contacting firstname.lastname@example.org. We’ll try to resolve the dispute informally by contacting you via email. The parties shall use all reasonable endeavours to negotiate in good faith and settle amicably any dispute that arises during the relationship with Certon.
Any dispute not capable of resolution by the parties in the course of normal business shall be settled as far as possible by mediation in accordance with the Centre for Dispute Resolution (CEDR) model Mediation Procedure.
No party may commence any court proceedings in relation to any dispute arising out of this Contract until they have attempted to settle it by mediation in accordance with the provisions of these Terms.
These Terms constitute the entire agreement between you and Certon with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third-party beneficiary rights.
Waiver, Severability & Assignment
Certon’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found to be unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. Certon may assign its rights to any of its affiliates or subsidiaries, or to any successor in the interest of any business associated with the Services.
We may revise these Terms from time to time to better reflect:
(a) changes to the law,
(b) new regulatory requirements, or
(c) improvements or enhancements made to our Services.
If an update affects your use of the Services or your legal rights as a user of our Services, we’ll notify you prior to the update’s effective date by sending an email to the email address associated with your account or via an in-product notification. These updated terms will be effective no less than 30 days from when we notify you.
If you don’t agree to the updates we make, please cancel your account before they become effective. Where applicable, we’ll offer you a pro rata refund based on the amounts you have prepaid for Services and your account cancellation date. By continuing to use or access the Services after the updates come into effect, you agree to be bound by the revised Terms.
Law and Jurisdiction
These Terms shall be governed by and interpreted in accordance with English law and the parties submit to the jurisdiction of the English courts.