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Terms and conditions of use

Introduction

These terms and conditions apply between you, the User of this Website (including any sub-domains, unless expressly excluded by their own terms and conditions), and Urtle Solutions Limited, the owner and operator of this Website. Please read these terms and conditions carefully, as they affect your legal rights. Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of the Website. If you do not agree to be bound by these terms and conditions, you should stop using the Website immediately.

In these terms and conditions, User or Users means any third party that accesses the Website and is not either (i) employed by Urtle Solutions Limited and acting in the course of their employment or (ii) engaged as a consultant or otherwise providing services to Urtle Solutions Limited and accessing the Website in connection with the provision of such services.

You must be at least 18 years of age to use this Website. By using the Website and agreeing to these terms and conditions, you represent and warrant that you are at least 18 years of age.

Intellectual property and acceptable use

  1. All Content included on the Website, unless uploaded by Users, is the property of Urtle Solutions Limited, our affiliates or other relevant third parties. In these terms and conditions, Content means any text, graphics, images, audio, video, software, data compilations, page layout, underlying code and software and any other form of information capable of being stored in a computer that appears on or forms part of this Website, including any such content uploaded by Users. By continuing to use the Website you acknowledge that such Content is protected by copyright, trademarks, database rights and other intellectual property rights. Nothing on this site shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed on the site without the owner's prior written permission.
  2. You may, for your own personal, non-commercial use only, do the following:
    1. retrieve, display and view the Content on a computer screen
    2. print one copy of the Content
  3. You must not otherwise reproduce, modify, copy, distribute or use for commercial purposes any Content without the written permission of Urtle Solutions Limited.
  4. You acknowledge that you are responsible for any Content you may submit via the Website, including the legality, reliability, appropriateness, originality and copyright of any such Content. You may not upload to, distribute or otherwise publish through the Website any Content that (i) is confidential, proprietary, false, fraudulent, libellous, defamatory, obscene, threatening, invasive of privacy or publicity rights, infringing on intellectual property rights, abusive, illegal or otherwise objectionable; (ii) may constitute or encourage a criminal offence, violate the rights of any party or otherwise give rise to liability or violate any law; or (iii) may contain software viruses, political campaigning, chain letters, mass mailings, or any form of "spam." You may not use a false email address or other identifying information, impersonate any person or entity or otherwise mislead as to the origin of any content. You may not upload commercial content onto the Website.
  5. You represent and warrant that you own or otherwise control all the rights to the Content you post; that the Content is accurate; that use of the Content you supply does not violate any provision of these terms and conditions and will not cause injury to any person; and that you will indemnify Urtle Solutions Limited for all claims resulting from Content you supply.

Prohibited use

  1. You may not use the Website for any of the following purposes:
    1. in any way which causes, or may cause, damage to the Website or interferes with any other person's use or enjoyment of the Website;
    2. in any way which is harmful, unlawful, illegal, abusive, harassing, threatening or otherwise objectionable or in breach of any applicable law, regulation, governmental order;
    3. making, transmitting or storing electronic copies of Content protected by copyright without the permission of the owner.

Registration

  1. You must ensure that the details provided by you on registration or at any time are correct and complete.
  2. You must inform us immediately of any changes to the information that you provide when registering by updating your personal details to ensure we can communicate with you effectively.
  3. We may suspend or cancel your registration with immediate effect for any reasonable purposes or if you breach these terms and conditions.
  4. You may cancel your registration at any time by informing us in writing to the address at the end of these terms and conditions. If you do so, you must immediately stop using the Website. Cancellation or suspension of your registration does not affect any statutory rights.

Password and security

  1. When you register on this Website, you will be asked to create a password, which you should keep confidential and not disclose or share with anyone.
  2. If we have reason to believe that there is or is likely to be any misuse of the Website or breach of security, we may require you to change your password or suspend your account.

Links to other websites

  1. This Website may contain links to other sites. Unless expressly stated, these sites are not under the control of Urtle Solutions Limited or that of our affiliates.
  2. We assume no responsibility for the content of such Websites and disclaim liability for any and all forms of loss or damage arising out of the use of them.
  3. The inclusion of a link to another site on this Website does not imply any endorsement of the sites themselves or of those in control of them.

Privacy Policy and Cookies Policy

  1. Use of the Website is also governed by our Privacy Policy and Cookies Policy, which are incorporated into these terms and conditions by this reference. To view the Privacy Policy and Cookies Policy, please click on the following: https://www.urtle.co.uk/privacy.html and https://www.urtle.co.uk/cookie.html.

Availability of the Website and disclaimers

  1. Any online facilities, tools, services or information that Urtle Solutions Limited makes available through the Website (the Service) is provided "as is" and on an "as available" basis. We give no warranty that the Service will be free of defects and/or faults. To the maximum extent permitted by the law, we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality. Urtle Solutions Limited is under no obligation to update information on the Website.
  2. Whilst Urtle Solutions Limited uses reasonable endeavours to ensure that the Website is secure and free of errors, viruses and other malware, we give no warranty or guaranty in that regard and all Users take responsibility for their own security, that of their personal details and their computers.
  3. Urtle Solutions Limited accepts no liability for any disruption or non-availability of the Website.
  4. Urtle Solutions Limited reserves the right to alter, suspend or discontinue any part (or the whole of) the Website including, but not limited to, any products and/or services available. These terms and conditions shall continue to apply to any modified version of the Website unless it is expressly stated otherwise.

Limitation of liability

  1. Nothing in these terms and conditions will: (a) limit or exclude our or your liability for death or personal injury resulting from our or your negligence, as applicable; (b) limit or exclude our or your liability for fraud or fraudulent misrepresentation; or (c) limit or exclude any of our or your liabilities in any way that is not permitted under applicable law.
  2. To the extent that the Website and Content are provided free of charge, we will not be liable to you for any loss or damage of any kind.
  3. We will not be liable to you in respect of any losses arising out of events beyond our reasonable control.
  4. To the maximum extent permitted by law, Urtle Solutions Limited accepts no liability for any of the following:
    1. any business losses, such as loss of profits, income, revenue, anticipated savings, business, contracts, goodwill or commercial opportunities;
    2. loss or corruption of any data, database or software;
    3. any special, indirect or consequential loss or damage.

General

  1. You may not transfer any of your rights under these terms and conditions to any other person. We may transfer our rights under these terms and conditions where we reasonably believe your rights will not be affected.
  2. These terms and conditions may be varied by us from time to time. Such revised terms will apply to the Website from the date of publication. Users should check the terms and conditions regularly to ensure familiarity with the then current version.
  3. These terms and conditions together with the Privacy Policy and Cookies Policy contain the whole agreement between the parties relating to its subject matter and supersede all prior discussions, arrangements or agreements that might have taken place in relation to the terms and conditions.
  4. The Contracts (Rights of Third Parties) Act 1999 shall not apply to these terms and conditions and no third party will have any right to enforce or rely on any provision of these terms and conditions.
  5. If any court or competent authority finds that any provision of these terms and conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these terms and conditions will not be affected.
  6. Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
  7. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

Urtle Limited details

  1. Urtle Solutions Limited is a company incorporated in England and Wales with registered number 10944662 whose registered address is 3 Durrant Road, Bournemouth, Dorset, BH2 6NE and it operates the Website www.urtle.co.uk.

You can contact Urtle Limited by email on hello@urtle.co.uk.

Attribution

These terms and conditions were created using a document from Rocket Lawyer (https://www.rocketlawyer.co.uk).

 

Confidentiality agreement

This Agreement is made as on the date of last signature below.

Between

  • (1) Urtle Solutions Limited a company incorporated in England and Wales with registered number 10944662 whose registered office is at 3 Durrant Road, Bournemouth, Dorset, BH2 6NE; and
  • (2) Any third party or their agent visiting or using the website urtle.co.uk

Meanings

  1. These words and phrases have defined meanings;

Agreement

this confidentiality agreement and any amendments from time to time;

Confidential Information

any information disclosed by or on behalf of a Disclosing Party (as defined below) to a Receiving Party (as defined below) during the Term that at the time of disclosure (whether in writing, electronic or digital form, verbally or by inspection of documents, computer systems or sites or pursuant to discussions or by any other means or other forms and whether directly or indirectly) is confidential in nature or may reasonably be considered to be commercially sensitive, and which relates to the business and affairs of the Disclosing Party including but not limited to: (a) all Intellectual Property Rights of the Disclosing Party and (b) all analyses, compilations, studies and other documents prepared by the Receiving Party which contain or otherwise reflect or are generated from the information referred to above;

Disclosing Party

either Party to this Agreement when disclosing Confidential Information to the other Party;

Effective Time/Date

from the point at which the website www.urtle.co.uk is visited.

Intellectual Property Rights

all trade and service marks, registered and unregistered design rights, all design right applications, patents, copyrights, database rights and rights in know-how, confidential information and inventions and other intellectual property rights of a similar or corresponding character whenever and however arising and all renewals and extensions of such rights which may now or in the future subsist;

Permitted Purpose

the information is shared for the specific purpose of Urtle Solutions Limited introducing a third party to a service provider. the information may not be used or exploited for any other purpose.;

Receiving Party

either Party to this Agreement when receiving Confidential Information from the other Party;

Term

the term of this Agreement;

Working Day

any day including Monday, Tuesday, Wednesday, Thursday, Friday, Saturday, Sunday or bank holiday in England and Wales.

  1. In this Agreement, unless the context requires a different interpretation
    1. the singular includes the plural and vice versa;
    2. references to sub-clauses, clauses, schedules or appendices are to sub-clauses, clauses, schedules or appendices of this Agreement;
    3. a reference to a person includes firms, companies, government entities, trusts and partnerships;
    4. "including" is understood to mean 'including without limitation';
    5. reference to any statutory provision includes any modification or amendment of it;
    6. the headings and sub-headings do not form part of this Agreement.

Obligations in relation to Confidential Information

  1. In consideration of the disclosure to it of Confidential Information by the Disclosing Party the Receiving Party agrees and undertakes that it will, subject to the provisions of Clause 4:
    1. keep all Confidential Information strictly confidential and will not disclose any part of it to any other person without the Disclosing Party's prior written consent;
    2. not use any part or the whole of the Confidential Information directly or indirectly for any purposes other than the Permitted Purpose without the express written consent of the Disclosing Party;
    3. use the same degree of care to protect the Confidential Information as it uses to protect its own confidential information, being at least a reasonable degree of care.

Permitted disclosures

  1. A Receiving Party may disclose Confidential Information to its employees, professional advisers, agents and sub-contractors (each a "Permitted Disclosee") provided that the Permitted Disclosee (i) has a need to have access to the Confidential Information for the performance of its work in relation to the Permitted Purpose and (ii) is bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information which it receives from the Receiving Party.

Ownership of confidential information

  1. The Confidential Information and all Intellectual Property Rights contained in it will remain the property of the Disclosing Party and the disclosure of the Confidential Information will not give the Receiving Party any rights in any part of the Confidential Information.

Exceptions to non-disclosure and confidentiality

  1. The obligations of confidentiality set out in this Agreement will not apply to any information which:
    1. is already known to, or in the possession of, the Receiving Party at the time of its disclosure by the Disclosing Party, and is not subject to any obligation of confidentiality;
    2. is, or becomes through no wrongful act or default of the Receiving Party, public knowledge;
    3. is received from a third party in circumstances where the Receiving Party has no reason to believe that there has been a breach of a duty of confidence;
    4. is required to be disclosed by law or the rules of any court or other body of competent jurisdiction; any governmental or regulatory body or any recognised investment exchange.

Term and return of Confidential Information

  1. This Agreement will come into force on the Effective Date and will continue in force until the fifth anniversary of this Agreement, unless terminated earlier at any time by either Party giving written notice of termination to the other.
  2. On termination of this Agreement or on demand by the Disclosing Party, the Receiving Party will immediately stop using all Confidential Information, return all Confidential Information to the Disclosing Party and provide a certificate to the Disclosing Party certifying that no copies of the Confidential Information have been made or retained.

Remedies

  1. Both Parties acknowledge that damages alone would not constitute an adequate remedy for any breach by the Receiving Party of this Agreement.
  2. Each Party shall, without prejudice to any and all other rights and remedies which may be available, be entitled to the remedies of injunction, specific performance and other equitable relief for any breach of this Agreement by the other Party actual or threatened.

Limitation of liability

  1. Each Party warrants to the other that it has the legal right and authority to enter into and perform its obligations under this Agreement.
  2. Subject to the above, neither Party, nor any of their respective employees, officers, agents, subsidiaries or any other associated third parties associated accepts any responsibility or liability for, or makes any representation or warranty, express or implied, that the Confidential Information disclosed by either Party is accurate or complete.

Circumstances beyond the control of the parties

  1. A Party to this Agreement will not be liable for any failure or delay in performing its obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. In these circumstances, the affected party must notify the other party or parties as soon as reasonably practicable. The notified Party or Parties may suspend or terminate the Agreement on notice, taking effect immediately upon delivery of the notice.

Entire Agreement

  1. This Agreement contains the whole agreement between the Parties relating to its subject matter and supersedes all prior discussions, arrangements or agreements that might have taken place in relation to the Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.

General

  1. No Party may assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this Agreement without the prior written consent of the other Party or parties, such consent not to be unreasonably withheld.
  2. No variation to this Agreement will be valid or binding unless it is recorded in writing and signed by or on behalf of the Parties.
  3. The Contracts (Rights of Third Parties) Act 1999 will not apply to this Agreement and no third Party will have any right to enforce or rely on any provision of this Agreement.
  4. Unless otherwise agreed, no delay, act or omission by a Party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
  5. Provisions which by their intent or terms are meant to survive the termination of this Agreement will do so.
  6. If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement will not be affected.
  7. Any notice to be delivered under this Agreement must be in writing and delivered by pre-paid first class post to or left by hand delivery at the registered address or place of business of the notified Party, or sent by email to the other Party's main business email address as notified to the sending Party. Notices:
    1. sent by post will be deemed to have been received, where posted from and to addresses in the United Kingdom, on the second Working Day and where posted from or to addresses outside the United Kingdom, on the tenth Working Day following the date of posting;
    2. delivered by hand will be deemed to have been received at the time the notice is left at the proper address;
    3. sent by email will be deemed to have been received on the next Working Day after sending.
  8. This clause does not apply to the service of any proceedings or other documents in any legal action.

Governing law and jurisdiction

  1. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.