Terms and Conditions of Use
These terms apply to your access to, and use of, the website at which you accepted these terms (“NEUQs Helpdesk Website”) and any software and services made available to you via the NEUQs Helpdesk Website (the website and those software and services are collectively called the “Services” in these terms).
The Services are provided by or on behalf of Neustro Consulting Limited of Neustro House, 5 Bradgate Park View, Chellaston, Derby, DE73 5BE (also called “Neustro”, “NEUQs” “we”, “us” and “our” in these terms).
These terms form a legal agreement between you and us. You are considered to have accepted these terms if you click to confirm your acceptance or agreement (where this option is provided to you) or if you otherwise view or use Services in any way.
If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that company or entity to this agreement, in which case references to “you” and “your” are references to that company or entity.
If you do not agree to these terms or do not have the authority mentioned above, you are not permitted to use the Services.
1. Your right to use the Services
So long as you comply with these terms, we grant you a non-exclusive and non-transferable right to access and use the Services in the manner we make them available to you from time to time. This right is subject to these terms and is limited by the type of account you have with us and any notices displayed as part of the Services or that we provide to you. For example, the plan you are on may only permit a certain number of users to access and use the Services under your account.
Except as set out above, you are not granted any other rights in relation to the Services.
2. Your Data
We do not own any of the information, data, files and other content that you upload to or provide to the Services (“Your Data”). So, you grant to us and our suppliers and contractors the right to store, use, modify, adapt, reproduce, publish, display, distribute and communicate Your Data for the purpose of providing and supporting the Services. You represent and warrant to us that you have the right and authority to grant these rights and Your Data will not violate these terms.
If this agreement ends for any reason, or you close your account (in accordance with section 11 (Ending the services and this agreement) below), then we will retain Your Data for a period of at least 6 months, after which we will delete it. However, we will delete it earlier if you ask us to do so.
We will provide a facility for you to download Your Data from the Services in a format that works with the then-current version of the Services. We cannot guarantee and do not promise, that any download of Your Data will work with any other versions of the Services. This facility will continue to be available to you until Your Data is deleted by us as set out above.
While we endeavour to back up and keep Your Data secure we do not promise that it is completely secure or recoverable or will never be lost or damaged. If Your Data has been lost and you tell us about it we may, at our discretion, try to recover it for you. However, if we try to recover Your Data we are not responsible or liable in any way whatsoever for any results or any failure by us to do so.
We reserve the right (but have no obligation to) remove or edit any of Your Data that we consider, in our sole discretion, is contrary to these terms.
3. Your personal information
4. Content available via the Services
All information, data, files and other content (including image, audio and video files) (“Content”) that you may have access to as part of or via the Services is the sole responsibility of the person from which that Content originated. We do not endorse or approve Content and are not liable in any way for your (or anyone else’s) use or reliance on Content.
5. These terms may change
From time to time, we may change these terms. We will endeavour to give you notice before the new version of the terms take effect by either emailing you with notice of the changed terms (sent to the email address you gave us when subscribing for the Services) or by displaying a notice as part of the Services (for example, on the NEUQs Helpdesk Website). Any use by you of the Services after the new version of the terms has been posted on the NEUQs Helpdesk Website confirms your acceptance of the new version of the terms.
6. Intellectual Property
We alone (or our licensors) own and shall retain all rights, title and interest, including intellectual property rights (whether or not registered and anywhere in the world), in and to the Services (including in the user interface, design and look and feel of the Services and in any underlying software, ideas or know-how).
Our trademarks, logos and business, product and domain names are also owned by us alone and you are not granted any rights or interests in any of them.
7. Your responsibilities
You (and not us) are responsible for your use of the Services and any and all activity that occurs under your account and any accounts under your account (including Content that is posted, created, transmitted or displayed). Such use and activity are collectively called “Your Activity” in these terms.
It is your responsibility to:
- make sure you access and use the Services in a reasonable and proper manner for your internal business purposes and never in a way that breaks any laws or regulations or infringes our or anyone else’s rights;
- provide accurate, current and complete information as part of the subscription process or whenever otherwise required as part of your use of the Services;
- comply with all our directions and restrictions regarding the use of the Services;
- make sure your use of the Services, and anything you do or control, never impair the Services or their use by other customers;
- never attempt to undermine the security or integrity of the Services, circumvent any restrictions we place on your use of the Services, or obtain access to any part of the Services that we have not expressly given you permission to access;
- make sure all your user ID, codes and passwords are kept confidential and secure and are properly used by you (and immediately tell us whenever you have reason to believe that this hasn’t happened or there has been any breach of security);
- make sure that Your Data is free of anything illegal or that may be offensive, any viruses and anything else that infringes a third party’s rights or could have a detrimental effect on the Services or us (including our reputation);
- never access (or attempt to access) the Services in an automated manner or other than through the interface that we make available to you for access;
- never reproduce, duplicate, modify, reverse engineer, copy, resell, sub-license, create derivative works from or exploit any portion of the Services (or use or access to the Service); and
- make sure that all users of accounts under your account comply with these terms. You are responsible and liable to us for anything any user of an account under your account does or does not do in relation to the Services.
8. Pricing, payment, and changes to the fees
You must pay all of the relevant subscription and other charges related to your account at the times and in the way specified by us on the NEUQs Helpdesk Website.
The Services are billed monthly in advance starting on the date that you subscribe or upgrade to a paying plan. All payments are non-refundable, including if you don’t use the Services, close your account or downgrade your plan during a billing cycle. You will be billed the new rate for any upgrade or downgrade to your plan on your next billing cycle.
We reserve the right to increase the fees we charge for the Services and will endeavour to provide advance notice of such increases. If you don’t agree to the new fees you can choose to end this agreement by taking the steps set out in section 11 (Ending the services and this agreement) below.
9. Disclaimers and exclusions of warranties
The Services are provided to you on an “as is” and “as available” basis and your use of them is at your sole risk. The nature of the Services means we do not represent or warrant that they will be secure, reliable, free of defects or viruses or always available (including at a certain speed), that they will meet your requirements, that any Content is accurate, current, complete or reliable, or that all problems can or will be corrected. This is in part because of the reliance of the Services on systems and networks that are not owned or controlled by us.
Sometimes the Services will be unavailable, or your use will be limited, because of maintenance or other work that is being undertaken. We will endeavour to provide advance notice of planned service interruptions.
We give no warranties in relation to the Services. To avoid doubt, all warranties, representations and conditions in relation to the Services, whether express or implied, are excluded to the fullest extent permitted by law (including any warranties of fitness for purpose, merchantability, title and non-infringement).
10. Changes to the Services and Fees
We may, at our sole discretion, modify the whole, or any part of, the Services at any time without notice to you and these terms continue to apply to any modified Services.
We may from time to time set upper limits on the storage space and bandwidth related to your account. If you exceed those limits we reserve the right to immediately disable your account or limit your file hosting until you can reduce your bandwidth consumption to a level that we consider reasonable.
11. Ending the services and this agreement
You may end this agreement at any time for any reason by closing your account (where that option is made available to you as part of the Services) or telling us in writing at least 5 business days beforehand.
We may end this agreement for any reason by giving you at least 30 days notice beforehand. We may also end this agreement, and/or end, suspend or restrict your access and use of the Services, at any time without notice to you if:
- you (or any user of an account under your account) has breached any of these terms;
- the holder of the account under which you obtained your account (the “account holder”) has closed their account or your account or we have otherwise exercised any of the rights in this section 11 in relation to them;
- we (in our sole discretion) consider it necessary or desirable to do so to protect our proper interests or the interests of anyone else; or
- you or your account holder has not paid us for the Services.
Taking any of the steps above does not limit any other rights or remedies that may be available to us.
Ending this agreement or any of the Services does not affect sections 2, 4, 6, 9, 11, 12, 13 and 14 (which will continue to operate) or any rights or remedies that have accrued beforehand.
12. Limitation and exclusions of liability
We, and our suppliers, contractors, directors, employees and agents (“Our Personnel”), will not be liable to you or any third party for any loss or damage to Your Data or any Content, breach of security or privacy, loss of profit, revenue, opportunity or saving, or any incidental, indirect, special or consequential loss or damage.
If we or Our Personnel are liable to you for any reason, and for any reason we have not been able to exclude that liability under these terms, then the maximum aggregate liability of us and Our Personnel (together) to you in relation to the Services, Your Data and all things we or Our Personnel have done or not done (including any breach of these terms) will under no circumstances exceed the fees paid to Neustro for the Services in the 3 months prior to the time that any liability first arises.
The maximum aggregate liability above and any exclusions or disclaimers of liability in these terms shall apply however liability arises, whether in contract, in tort (including negligence), for breach of statutory duty or otherwise.
We will not be responsible or liable for any failure or delay to perform our obligations due to any cause that is beyond our reasonable control or any failure by you to perform any of your obligations.
You fully indemnify us from and against all claims, damages, losses, liabilities and costs arising from or related to Your Activity or any breach of these terms by you or any user of an account under your account.
In these terms, words in the singular include the plural and vice versa; any examples in these terms, and references to “including” and similar words, are illustrative only and do not imply any limitations; and clause and other headings are for ease of reading only and do not affect the interpretation of these terms.
You may only subcontract, transfer or assign any of your rights or obligations under these terms with our prior written consent. We may subcontract, transfer or assign all or any part of our rights or obligations under these terms.
These terms constitute the entire agreement and understanding between you and us, in respect to its subject matter, and replaces all previous agreements, understandings and representations relating to that subject matter and any additional or different terms that you may provide to us (including on any purchase orders).
Anything we need to notify or tell you of in writing under these terms may be sent to you by email to the last address you gave us writing. We can assume that any communication from us (including those sent by post or fax) has been received by you two days after it was sent unless we have been notified to the contrary (for example, if we receive notice of failure or delay in the delivery of an email).
Any waiver of any of these terms must be in writing and signed by one of our authorised representatives. Any delay or failure by us to exercise any right does not prevent us from exercising that right, or any other right, on that or any other occasion.
If any provision of these terms is held to be illegal, invalid or unenforceable it shall be deemed to be deleted from these terms without affecting the legality, validity or enforceability of the remaining provisions.
These terms are governed by English law and you submit to the non-exclusive jurisdiction of the courts of England and Wales.