Terms & Conditions
Last updated: July, 2023
PLEASE READ THIS AGREEMENT CAREFULLY
BEFORE USING THIS SERVICE.
BY USING THE SERVICE OR CLICKING
“AGREE” CUSTOMER IS AGREEING TO BE BOUND BY THIS AGREEMENT. IF CUSTOMER IS
AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF ITS EMPLOYER,
THEN CUSTOMER REPRESENTS AND WARRANTS THAT IT HAS THE NECESSARY AUTHORITY TO
AGREE TO THIS AGREEMENT ON ITS EMPLOYER’S BEHALF.
This agreement is between OCRAM GROUP
LTD (trading as LetLink), and the customer agreeing to these terms
(Customer).
- SOFTWARE-AS-A-SERVICE: This
agreement provides Customer access to and usage of an Internet based
software service as specified on an order and as further outlined at: LetLink.com
(Service).
- USE
OF SERVICE: - Customer Owned Data: All
data and logos uploaded by Customer remains the property of Customer, as
between LetLink and Customer (Customer Data). Customer grants LetLink the
right to use, publicly display and distribute the Customer Data for
purposes of performing under this agreement. - Contractor Access and Usage: Customer
may allow its contractors to access the Service in compliance with the
terms of this agreement, which access must be for the sole benefit of
Customer. Customer is responsible for the compliance with this agreement
by its contractors. - Customer Responsibilities: Customer
(i) must keep its passwords secure and confidential; (ii) is solely
responsible for Customer Data and all activity in its account in the
Service; (iii) must use commercially reasonable efforts to prevent
unauthorized access to its account, and notify LetLink promptly of any
such unauthorised access; and (iv) may use the Service only in accordance
with the Service’s Knowledge Base and applicable law. - Technical Support: LetLink
must provide customer support for the Service under the terms of LetLink
Customer Support Policy (Support) which is located at www.letlink.uk, and
is incorporated into this agreement for all purposes. - API: LetLink
provides access to its application-programming interface (API) as part of
the Service for no additional fee. Subject to the other terms of this
agreement, LetLink grants Customer a non-exclusive, non-transferable,
terminable license to interact with the API only for purposes of the
Service as allowed by the API. - Customer may not use the API in
a manner that fails to comply with the API technical documentation or
with any part of the API. If any of these occur, LetLink can suspend or
terminate Customer’s access to the API on a temporary or permanent
basis. - LetLink may change or remove
existing endpoints or fields in API results upon at least 30 days’
notice to Customer, but LetLink will use commercially reasonable efforts
to support the previous version of the API for at least 6 months. LetLink
may add new endpoints or fields in API results without prior notice to
Customer. - The API is provided on an ‘AS
IS’ and ‘WHEN AVAILABLE’ basis. LetLink has no liability to Customer as
a result of any change, temporary unavailability, suspension, or
termination of access to the API. - Publicity: Each
Customer is permitted to state publicly that such Customer is a Customer
of the service. Each Customer agrees that LetLink may include such
Customer’s name and trademarks in a list of LetLink customers, online or
in promotional materials. Each Customer also agrees that LetLink may
verbally reference such Customer as a Customer of the service. Each
Customer may opt out of the provisions in this section by contacting LetLink
Support.
- DISCLAIMER.
LetLink DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR
PURPOSE. WHILE LetLink TAKES REASONABLE PHYSICAL, TECHNICAL AND
ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, LetLink DOES NOT GUARANTEE
THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE
SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.
- PAYMENT: Customer
must pay all fees as specified on the order, but if not specified then
within 30 days of receipt of an invoice. Customer is responsible for the
payment of all sales, use, withholding, VAT and other similar taxes. This
agreement contemplates one or more orders for the Service, which orders
are governed by the terms of this agreement. - Payment Methods And Gateway: The
Customer shall carry out payment of the total amount set out in the
Subscription Plan using one of the following payment methods: Credit Card
(Visa, MasterCard, Diner's Club, Disover, American Express) or PayPal.
- MUTUAL CONFIDENTIALITY
- Definition of Confidential
Information: Confidential Information
means all non-public information disclosed by a party (Discloser) to the
other party (Recipient), whether orally or in writing, that is designated
as confidential or that reasonably should be understood to be
confidential given the nature of the information and the circumstances of
disclosure (Confidential Information). LetLink’s Confidential Information
includes without limitation the Service (including without limitation the
Service user interface design and layout, and pricing information). - Protection of Confidential
Information: The Recipient must use the
same degree of care that it uses to protect the confidentiality of its
own confidential information (but in no event less than reasonable care)
not to disclose or use any Confidential Information of the Discloser for
any purpose outside the scope of this agreement. The Recipient must make
commercially reasonable efforts to limit access to Confidential
Information of Discloser to those of its employees and contractors who
need such access for purposes consistent with this agreement and who have
signed confidentiality agreements with Recipient no less restrictive than
the confidentiality terms of this agreement. - Exclusions: Confidential
Information excludes information that: (i) is or becomes generally known
to the public without breach of any obligation owed to Discloser, (ii)
was known to the Recipient prior to its disclosure by the Discloser
without breach of any obligation owed to the Discloser, (iii) is received
from a third party without breach of any obligation owed to Discloser, or
(iv) was independently developed by the Recipient without use or access
to the Confidential Information. The Recipient may disclose Confidential
Information to the extent required by law or court order, but will
provide Discloser with advance notice to seek a protective order.
- PROPRIETARY
PROPERTY: - Reservation of Rights: The
software, workflow processes, user interface, designs, know-how, and
other technologies provided by LetLink as part of the Service are the
proprietary property of LetLink and its licensors, and all right, title
and interest in and to such items, including all associated intellectual
property rights, remain only with LetLink. Customer may not remove or
modify any proprietary marking or restrictive legends in the Service. LetLink
reserves all rights unless expressly granted in this agreement. - Restrictions: Customer
may not (i) sell, resell, rent or lease the Service or use it in a
service provider capacity; (ii) use the Service to store or transmit
infringing, unsolicited marketing emails, libellous, or otherwise objectionable,
unlawful or tortious material, or to store or transmit material in
violation of third-party rights; (iii) interfere with or disrupt the
integrity or performance of the Service; (iv) attempt to gain
unauthorized access to the Service or their related systems or networks;
(v) reverse engineer the Service; or (vi) access the Service to build a
competitive service or product, or copy any feature, function or graphic
for competitive purposes. - Aggregate Data: During
and after the term of this agreement, LetLink may use non-personally
identifiable Customer Data within the Service for purposes of enhancing
the Service, aggregated statistical analysis, technical support and other
business purposes.
- TERM AND TERMINATION:
- Term: This
agreement continues until all orders have terminated. - Mutual Termination for Material
Breach: If either party is in
material breach of this agreement, the other party may terminate this
agreement at the end of a written 30-day notice/cure period, if the
breach has not been cured. - Suspension for Non-Payment: LetLink
may temporarily suspend or terminate, or both, the Service if Customer’s
payment on any invoice is more than 15 days past due. - Maintenance of Customer Data:
- Within 90-days after termination,
Customer Data will be available. - After such 90-day period, LetLink
has no obligation to maintain the Customer Data and may destroy it. - Return LetLink Property Upon
Termination: Upon termination of this
agreement for any reason, Customer must pay LetLink for any unpaid
amounts, and destroy or return all property of LetLink. Upon LetLink’s
request, Customer will confirm in writing its compliance with this
destruction or return requirement. - Suspension for Violations of Law: LetLink
may temporarily suspend the Service or remove the applicable Customer
Data, or both, if it in good faith believes that, as part of using the
Service, Customer has violated a law. LetLink will attempt to contact
Customer in advance.
- LIABILITY
LIMIT: - EXCLUSION OF INDIRECT DAMAGES:
LetLink is not liable for any indirect, special, incidental or
consequential damages arising out of or related to this agreement
(including, without limitation, costs of delay; loss of data, records or
information; and lost profits), even if it knows of the possibility of
such damage or loss. - TOTAL LIMIT ON LIABILITY:
LetLink’s total liability arising out of or related to this agreement
(whether in contract, tort or otherwise) does not exceed the amount paid
by Customer within the 6-month period prior to the event that gave rise
to the liability.
- INDEMNITY: If
any third-party brings a claim against LetLink, or requires LetLink to
respond to a legal process, related to Customer’s acts, omissions, data or
information within the Software, Customer must defend, indemnify and hold LetLink
harmless from and against all damages, losses, and expenses of any kind
(including reasonable legal fees and costs) related to such claim or
request.
- GOVERNING LAW AND FORUM: This
agreement is governed by the laws of England (without regard to conflicts
of law principles) for any dispute between the parties or relating in any
way to the subject matter of this agreement. Nothing in this agreement
prevents either party from seeking injunctive relief in a court of
competent jurisdiction. The prevailing party in any litigation is entitled
to recover its attorneys’ fees and costs from the other party.
- OTHER TERMS:
- Entire Agreement and Changes: This
agreement and the order constitute the entire agreement between the
parties and supersede any prior or contemporaneous negotiations or
agreements, whether oral or written, related to this subject matter.
Customer is not relying on any representation concerning this subject
matter, oral or written, not included in this agreement. No
representation, promise or inducement not included in this agreement is
binding. No modification of this agreement is effective unless both
parties sign it, and no waiver is effective unless the party waiving the
right signs a waiver in writing. - No Assignment: Neither
party may assign or transfer this agreement or an order to a third party,
except that this agreement with all orders may be assigned, without the
consent of the other party, as part of a merger, or sale of substantially
all the assets, of a party. - Independent Contractors: The
parties are independent contractors with respect to each other. - Enforceability and Force Majeure: If
any term of this agreement is invalid or unenforceable, the other terms
remain in effect. Except for the payment of monies, neither party is
liable for events beyond its reasonable control, including, without
limitation force majeure events. - Money Damages Insufficient: Any
breach by a party of this agreement or violation of the other party’s
intellectual property rights could cause irreparable injury or harm to
the other party. The other party may seek a court order to stop any
breach or avoid any future breach. - No Additional Terms: LetLink
rejects additional or conflicting terms of any Customer form-purchasing
document. - Order of Precedence: If
there is an inconsistency between this agreement and an order, the order
prevails. - Survival of Terms: Any
terms that by their nature survive termination of this agreement for a
party to assert its rights and receive the protections of this agreement,
will survive. The UN Convention on Contracts for the International Sale
of Goods does not apply. - Feedback: By
submitting ideas, suggestions or feedback to LetLink regarding the
Service, Customer agrees that such items submitted do not contain
confidential or proprietary information; and Customer hereby grants LetLink
an irrevocable, unlimited, royalty-free and fully-paid perpetual license
to use such items for any business purpose.
- UPDATES: We
reserve the right to modify this privacy statement at any time, so please
review it frequently. If we make material changes to this policy, we will
notify you here and by email.
- CONTACT:
Need to get in touch with us? Visit our contact page.
