By accepting these Terms & Conditions (T&Cs) that govern the relationship between focos, its affiliates, subsidiaries and third party licensors (“ focos”), and the “Customer” (organisation, as represented by the signatory, or individual) for the use of services, products or websites (the “Services”) provided by focos, the Customer agrees to be bound to the T&Cs contained herein. Additionally, the Customer acknowledges that any additional terms and conditions will require further acceptance on their behalf.
Furthermore, for the purposes of these T&Cs, the Customer may refer to an individual, a company or an individual who is accepting these T&Cs on behalf of another entity, for which the entity will be bound by all terms under this Agreement. The Customer warrants that conditions precedents are satisfied, and that the Customer has the authority to enter into these T&Cs on behalf of themselves or an entity. If the Customer does not agree to be bound by all or some of these T&Cs, then this Agreement does not apply, and the Customer may not use the Services provided by focos.
1. Account
The Customer warrants that they are of the legal age to enter into a legally binding contract between themselves and focos, or on behalf of another individual or entity, including a company that the Customer may represent. The Customer warrants the all data registered for the purposes of the account is accurate and current. The Customer is responsible for the safekeeping of all of their account information, and all of the activities and purchases that occur under the account.
2. The Services
The licence being granted to the Customer hereunder does not constitute a sale of the Services or any copy thereof, and as between focos and the Customer, focos retains all rights, title, and interests in the Services. As well, this licence does not grant any exclusive rights, titles and interests in the Services provided by Third Parties to the Customer.
Under this Agreement, focos will use the industry standard technical and organisational security measures in connection with the transferring, processing, and storage of all data (including structured data, files and attachments) of that of the Customer and End-User (Customer Data) submitted to the focos system for the purposes of the Services. For the purposes of these T&Cs, Customer Data will also refer to account and contact information submitted by the Customer, and by the Customer on behalf of the End-Users.
focos warrants to use reasonable efforts, in accordance with the industry standard practices, to ensure that the Services provided solely by focos, does not contain any viruses, Trojans, backdoors, or other computer facility engaged to disable, compromise, harm or disrupt said Services.
The Services provided by focos include, but are not limited to, information, data, text, video, photographs, graphics, messages, tags or other applicable materials (“Content”) from Customers, End-Users and entities (“Parties). The Customer, End-User and entity are solely responsible for the Content, beyond the reasonable duty of focos as expressed within this Agreement. Therefore, the Parties warrant that they shall be responsible for any damage or loss caused by the Parties to focos, third parties or themselves while using the Services provided by focos (including the Services provided by third parties through focos). This includes, but is not limited to, all Content that is made available and accessible by the Parties while using the Services of focos.
The Parties agree to grant focos a non-exclusive licence to use, distribute, syndicate, reproduce, modify, adapt, publicly display and publicly perform such Content solely for the purpose of providing the Parties the Services, and for any use that focos deems commercially necessary for the benefit of the Services.
focos advises the Parties to change their privacy settings to limit, remove or block publicly available content. However, the Parties acknowledge and accept that focos has no obligation to the Parties to restrict any use of the Parties’ Content by any other individual or entity, including other users, and that focos has no control of the Parties’ content provided by or to the third party services that the Parties authorise or enable while using the Services.
3. Obligations of Customers, End-Users and Entities
Administration of Accounts: The Services provided by focos enable accounts to be administrated and managed by an “Administrator”. Under the Services, the Administrator will retain the ability to access, use, monitor, export and disclose all content submitted by local End-Users. The Customer may appoint an Administrator for any purpose that the Customer sees fit. Therefore, focos will not be held liable for any actions done by or on behalf of the Administrator, regardless if said actions violate focos’s usage policy, and includes, but is not limited to, accessing End-User or other user’s accounts, maintaining confidentiality of passwords and personal information, and the compromising of End-User or any other user’s accounts.
Compliance of Use by the End-User: All Customers are responsible for the use of the Services, including the use of the End-User, Administrator and any other relevant users. The Customer is responsible for collecting all and any authorisations and consents required for the use of the Services on behalf of the Administrator(s) in conjunction of the use of the Services with all local End-Users. focos will provide the Administrator with all requisite accessibility to the End- User accounts once the Customer has obtained all and any authorisations and consents.
Proprietary Rights: focos, its affiliates, subsidiaries, licensors, and third parties retain the rights, title and interests comprising of the property in the form of copyrights, patents, trademarks or other proprietary rights and laws provided under the Services (which includes, but is not limited to, all focos content and materials accessible through the Services, the appearance and design of the Services, service marks, trademarks and trade names used and displayed on or through the use of the Services).
The Customer, and its affiliates, shall not, without the prior consent of the respective owner: use, copy, modify, reverse engineer, create a derivative work from, sublicense, assign, sell or otherwise transfer any right, or any part of the Services.
Unless expressly stated herein, the granting of Services to the Customer by focos, does not grant focos any rights (including moral or any similar rights), title or interest in the Customer’s content and material or any other rights, titles, and interests in the intellectual property of the Customer derived from the material and content. Nor, is the Customer granted any rights (including moral or any similar rights), title, or interest in or to the Services or any other intellectual property belonging to focos. For the avoidance of doubt, “intellectual property” refers to any current and future worldwide rights under any trademark, copyright, patent or trade secret.
However, the Customer grants focos, its affiliates, and subsidiaries a royalty- free, non-exclusive, worldwide, and non-assignable licence to publicise the Customer’s trademark, or any variation of the kind, for the commercial purposes associated with focos, its affiliates and subsidiaries.
focos grants the Customer a personal, royalty-free, worldwide, non-assignable and non-exclusive licence to use the provided software, for the sole purpose of using the Services in the manner permitted under these T&Cs. This Agreement does not allow the Customer (or enable the Customer to permit anyone else) to create a derivative work of, modify, copy, reverse engineer, decompile or otherwise attempt to extract the source code. The Customer may not grant or assign a sublicense of the entitled rights contained herein, grant a security interest in or over the rights to use the Services and the Software, or otherwise transfer any part of the rights to use the Services and the Software.
The Customer acknowledges and agrees that any suggestions, feedback, ideas, reviews or ratings (“Suggestions”) made to focos, either via a public (websites, forums, etc.) or private (customer services) means, shall i) become the exclusive property of focos without any obligation on behalf of focos to the Customer; ii) is not confidential information or the property of a third party; iii) focos may have similar Suggestions already in development or under consideration; iv) focos reserves the right to disclose the Suggestions for any purpose, in any way, worldwide; and v) the Customer is not entitled to any compensation or remuneration of any kind from focos for the use or storage of the Suggestions.
Confidentiality: Throughout the course of the Services and performance of this Agreement, each party may make available to the other party, information that is not known to the public, and at the time of disclosure, is identified as, or should reasonably be understood to be proprietary or confidential information. For the purposes of this Agreement, Confidential Information shall include, but not limited to: organizational information, propriety apps, business processes methods and models; employee, customer and supplier information; financial, sales and marketing information.
Supply of Information: Both parties agree to use a reasonable level of care when handling and accessing the Confidential Information of either party and shall not be restricted from disclosing any Confidential Information as required by law. Additionally, focos understands that the Customer may be required from time to time to disclose focos’s Confidential Information to its employees, agents, consultants, advisors or executives on a need to know basis, but whom of which are obliged to maintain the confidentiality of the supplied information up to at least the standard of protection provided in this Agreement.
Exclusions for Supplying Confidential Information: Both parties acknowledge and understand that either party may disclose the terms of this Agreement to third parties for a potential acquisition or a similar transaction for the purposes of conducting due diligence and closing of the transaction. Should said third party receive the Confidential Information under such circumstances and is lawfully permitted to do so, the third party must notify the disclosing party within a reasonable amount of time prior to any disclosure to enable the disclosing party to seek the appropriate protective measures as deemed necessary by the disclosing party.
Fees & Payment: The Customer agrees that fees are non-refundable except only as required by law or under the circumstances contained herein. The Customer shall provide focos with all fees as deemed applicable by use of the Services, and shall be paid by the Customer when such fees become due. The Customer authorises focos to charge the Customer according to the Customer’s selected payment method, include via credit card or other available electronic means. Unless otherwise stipulated by the Customer, focos may automatically charge the Customer a renewal fee according to the Customer’s account renewal date. focos reserves the right to revise fee rates for the Services from time to time, and will provide Customers with notification of such a change. focos shall provide thirty (30) days notice to all Customers of any revised fees prior to the renewal of such fees. The Customer is responsible for all taxes, and shall be charged all taxes according to the prevailing law.
4. No Resale of Services
The Customer agrees to use the Services for the specified uses and for personal or internal business purposes only. The Customer agrees not to duplicate, reproduce, sell, copy, trade, resell, frame, or exploit for any commercial purposes, or any portion of the Service’s websites and applications.
5. Terms & Termination
This Agreement shall remain in effect until the Customer terminates their subscription to the Services as discussed herein. The Customer retains the right to terminate this Agreement at any time without notice. Additionally, the Customer accepts that this Agreement may otherwise be terminated by either party if: a. either party is in material breach of this Agreement and fails to remedy the breach within twenty (20) days after the non-breaching party has provided notification to the breaching party as evidenced by receipt b. the other party ceases to trade or is subject to insolvency proceedings, for which are not dismissed within ninety (90) days following the termination of this Agreement by either party, the rights provided under this Agreement shall cease to take effect unless otherwise stipulated. The following sections shall continue beyond the termination of this Agreement: sections 3-6, 8, 9.
6. Indemnity
The Customer agrees to indemnify and hold focos, its affiliates, subsidiaries members, officers, agents, employees, partners, and licensors harmless from any claim, proceeding or demand, including reasonable attorneys’ fees, initiated or made by any third party due to or arising out of Content the Customer has submitted, posted, transmitted or otherwise made available through the Service, the Customer’s use of the Services, the Customer’s connection to the Services, the Customer’s violation of this Agreement, or the Customer’s violation of any rights of another.
7. Disclaimer of Warranties
THE CUSTOMER ACKNOWLEDGES AND ACCEPTS:
THE CUSTOMER’S USE OF THE SERVICES IS AT THEIR OWN RISK (INCLUDING, BUT NOT LIMITED TO, END-USERS), AND THAT THE SERVICES ARE PROVIDED ON AN “AS AVAILABLE” AND “AS IS” BASIS.
FOCOS, ITS AFFILIATES, SUBSIDIARIES, EMPLOYEES, THIRD-PARTY CONTRACTORS, MEMBERS, REPRESENTATIVES AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, INCLUDING EXPRESSED AND IMPLIED.
THE CUSTOMER UNDERSTANDS THAT FOCOS, ITS AFFILIATES, SUBSIDIARIES, REPRESENTATIVES, MEMBERS, EMPLOYEES, THIRD-PARTY CONTRACTORS, AND LICENSORS MAKE NO WARRANTY THAT:
- The Services provided will meet the Customer’s every expectations and requirements; or
- The Services will be provided uninterrupted, timely, secure, error-free, virus-free or other harmful threats.
- The Customer accesses all downloaded material and content at their own risk based upon their own discretion. The Customer, therefore, will be responsible for any damage or loss of data that results from the downloading of any such material and content.
- Under no circumstances will the Customer hold focos responsible or liable for any content that may result in errors or omissions, loss of damage of any kind incurred from the posting, emailing, transmitting or otherwise available via the Services. Therefore, the Customer (including, but not limited to, the End-User(s)) bears all risk associated with the use of any content, including reliance upon the accuracy, usefulness of Content, or completeness.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PROVIDED BY APPLICABLE LAW, EXCEPT IN CONNECTION WITH THE LAWS RESPECTIVE INDEMNIFICATION OBLIGATIONS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, MEMBERS, LICENSORS, EMPLOYEES OR SUPPLIERS BE LIABLE UNDER THIS AGREEMENT FOR a) ANY, PUNITIVE, INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES; OR b) LOSS OF USE, BUSINESS REVENUES, DATA, PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), GOODWILL, OR OTHER INTANGIBLE LOSSES. FOCOS, UNDER NO CIRCUMSTANCES, SHALL BE RESPONSIBLE FOR ANY LOSS, INJURY OR DAMAGE RESULTING FROM TAMPERING, HACKING OR OTHER UNAUTHORISED ACCESS OR USE OF THE SERVICE OR CUSTOMER’S ACCOUNT OR THE INFORMATION CONTAINED THEREIN BY ANY THIRD PARTY. THESE LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER A PARTY KNEW OR OUGHT TO HAVE KNOWN THAT SUCH DAMAGES, AS DISCUSSED HEREIN, WERE POSSIBLE, INCLUDING IF A REMEDY IS NOT FIT FOR ITS ESSENTIAL PURPOSE. UNLESS OTHERWISE STIPULATED HEREIN, IN NO EVENT SHALL FOCOS BE LIABLE TO CUSTOMER(S) FOR ANY CLAIMS, PROCEEDINGS, DAMAGES, LOSSES, COSTS, OBLIGATIONS OR LIABILITIES IN AN AMOUNT EXCEEDING THAT AMOUNT PAID BY THE CUSTOMER TO FOCOS UNDER THIS AGREEMENT WITHIN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO ANY SORT OF LIABILITY.
FOCOS IS NOT DIRECTLY OR INDIRECTLY, RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY THE CUSTOMER OR END-USER FOR ANY LINKS, IN WHICH MATERIAL, GOODS, SERVICES AND CONTENT MAY BE PROVIDED VIA THE SERVICES OR THIRD PARTIES.
9. Miscellaneous
Notices: The Customer acknowledges and agrees that focos reserves the right to amend or alter the terms of this Agreement from time to time. focos shall post any variation of these terms within twenty (20) days prior to any variation taking effect on the focos website. focos shall not, however, make any variation which affects the rights of the Customer or the obligations undertaken by focos unless agreed upon between the two parties prior to the variation. focos will notify Customer of any material variation via the Customer’s registered email address.
Jurisdiction: This Agreement shall be governed according to the laws of England and Wales, excluding any conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement. The parties hereby consent to the exclusive jurisdiction of the laws of England & Wales, in connection with any dispute arising out of or in connection with these Terms & Conditions or its subject matter, and the parties irrevocably waive any right that they may have to assert that any such court lacks jurisdiction or that such forum is not convenient.
If any provision in this Agreement should be held unenforceable or illegal by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from the Agreement if no such modification is possible, while the remaining provisions of this Agreement remain in full effect.
Language: The controlling language of this Agreement is English, and any translated version is provided only as a means of convenience.
Waiver: No delay or omission by either party in exercising any right, power, privilege or remedy in respect of this Agreement shall impair such right, power, privilege or remedy, or be construed as a waiver of it, nor shall any single or partial exercise of any such right, power, privilege or remedy preclude any further exercise of it or the exercise of any other right, power, privilege or remedy.
Relationship: The parties are and shall be independent contractors with respect to all services provided under this Agreement, and does not create any partnership or joint venture of any kind for any purpose whatsoever.
Assignment: The Customer may not assign or otherwise transfer, by operation of law or otherwise, this Agreement or any rights or obligations hereunder. Any such purported transfer or assignment shall be deemed void.
Entire Agreement: This Agreement constitutes the entire agreement between the parties concerning the subject matter contained herein.