proquo ai
USA Terms of Use

1. TERMS OF USE

1.1 These terms of use (together with the documents referred to in them) (collectively, the “Terms of Use”) set out the terms on which you and your employees, agents, independent contractors, and any other third parties who are authorised by you to use the Platform in accordance with these Terms of Use (“Authorised Users”) may make use of the services accessible from our website at proquoai.com (the “Website”) and any accompanying mobile application we may allow you to use now or in the future (the “App”, which together with the Website and all back-end functions which are provided through the same are referred to as the “Platform”).

1.2 The Platform is a tool for collecting and analysing marketing and survey data for your internal business purposes (the “Purpose”), and you may only use the Platform for the Purpose.

1.3 You may register for an account with us (“Subscription Account”) to access the Services on the Platform by completing and submitting the account registration form. On successful registration for a Subscription Account, you are a “Subscriber”. By registering for a Subscription Account you are confirming that you accept and will comply with these Terms of Use.

1.4 These Terms of Use shall commence on the date your Subscription Account is successfully registered (“Commencement Date”) and shall terminate on the date these Terms of Use terminate or expire in accordance with their terms (“Subscription Term”).

1.5 In consideration of you agreeing to abide by these Terms of Use, and payment of any Subscription Fees (if applicable, as defined below), we grant you a limited, non-transferable, non-exclusive, revocable licence to permit the Authorised Users to use the Platform (including the Platform Data) for the Purpose during the Subscription Term, subject always to these Terms of Use.

2. INFORMATION ABOUT THE PARTIES

2.1 The Platform is operated by Proquo AI Limited (“we” or “us”). We are registered in England under company number 09569094 and have our London offices at 5a Bear Lane, Southwark, London, SE1 0UH. Our VAT Registration number is 215260150 and references to “our” shall be construed accordingly.

2.2 References to “you” in these Terms of Use will refer to the duly incorporated entity whose legal status is recognised under the laws of the territory in which it is incorporated which holds the Subscription Account (and references to “your” shall be construed accordingly).

3. OTHER APPLICABLE TERMS AND RELATED THIRD PARTY SERVICES

3.1 These Terms of Use also refer to our Privacy Notice (the “Privacy Notice”), which sets out the terms on which we may process personal data you provide to us, and information about the cookies we use on the Platform.

3.2 You shall also be subject to any rules or policies applied by any app store provider from where you downloaded the App (if applicable).

3.3 You are responsible for making all arrangements necessary for you to access the Platform, including subscription to any network required to access internet or mobile services (“Networks”) and for all problems, conditions, delays, delivery failures and other loss or damage arising from or relating to your connection to the Networks. You will also be responsible for obtaining permission from the owner(s) of the device(s) used to access the Platform (“Devices”). You are responsible for any charges which may apply for use of any Networks and/or Device(s), including data usage.

4. CHANGES TO THESE TERMS OF USE

4.1 We may revise these Terms of Use (including any documents referred to as forming part of the Terms of Use) from time to time. Any material changes to the Terms of Use shall be notified to you via the Platform or other means and you shall have a chance to review and accept the changes before continuing to use the Platform. Changes to the Terms of Use shall not be retrospective.

4.2 From time to time updates to the App (if applicable) may be issued through the relevant app store. Depending on the update, you may not be able to use the Platform via the App until you have downloaded the latest version and accepted any new Terms of Use.

5. THE SERVICES

5.1 The Platform contains tools and interactive features that we have provided for the Purpose (the “Services”) which are available to Subscribers and are selected at the time of registration for the Services. Additional features may be added by Subscribers at any time and the Subscription Fees (as defined below) will be charged at the next Billing Date (as defined below) for those additional features added.

5.2 We shall use our reasonable endeavours to ensure that the Services are available at all times during your Subscription Term (as defined below), except for reasonable scheduled downtime for system upgrades and maintenance, or during periods where wider internet services are unavailable or compromised, but we do not guarantee that the Services will always be available or error free.

5.3 We may modify the Services from time to time. If we disable, fail to provide or otherwise suspend any material features of the Services for which you have subscribed (as determined by us acting reasonably) then you may terminate these Terms of Use immediately by contacting us at support@proquoai.com and shall then be entitled to a pro-rated refund of any Subscription Fees for applicable days lost for the remainder of the Subscription Term already paid for (if any). This shall be your sole remedy for the loss or material reduction in the Services.

5.4 We shall not be liable to you in relation to delayed completion or performance of any of our obligations under these Terms of Use to the extent to which such delay or failure is the result of any act or omission by you or any Authorised User.

5.5 The Platform and any recommendations we provide are intended to provide general information only. By their nature, the information and recommendations provided involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward looking information will not occur, which may cause actual performance in future periods to differ materially from any estimates or projections or future performance or results expressed or implied by such recommendations or information. We are under no obligation to update or revise any recommendations or information, whether as a result of new information, future events or otherwise, after the date on which the recommendations or information are produced or to reflect the occurrence of unanticipated events. You should not place any reliance on any recommendations or information, and you remain solely responsible for any actions or decisions you take regarding the operation of your business.

6. SUBSCRIPTION TERM

6.1 From the date of registration, each Subscription Account shall commence a 14-day period of free access to the Services on the Platform (“Free Period”). The Services made available during the Free Period may vary from those available during the Paid Period. Upon expiry of the Free Period, unless you notify us in writing prior to the expiry of the Free Period of your intention to cancel, the Subscription Account will automatically enter into a paid subscription for the Services (“Paid Period”) on one of the following subscription models (as selected on registration):

(a) a pre-paid annual subscription which shall automatically renew for one (1) year periods on the anniversary of the commencement of your Paid Period, until terminated in accordance with these Terms of Use (“Annual Subscription”); or

(b) a recurring pre-paid monthly subscription which shall automatically renew until terminated in accordance with these Terms of Use (“Monthly Subscription”).

6.2 We may at our sole discretion offer an extension of the Free Period on a per-request basis.

7. AUTHORISED USERS

7.1 Each Annual Subscription or Monthly Subscription shall include access for up to five distinct natural persons as Authorised Users. We may permit you to add additional Authorised Users, subject to payment of any additional fees as notified by us.

7.2 In relation to the Authorised Users, you undertake that:

(a) the maximum number of Authorised Users you authorise to access and use the Services shall not exceed the number set out in clause 7.1 or which we have otherwise agreed with you from time to time;

(b) each Authorised User will be required to use an email address, username, password or other combination of identifying information required by us (“Identification Data”). Authorised Users must keep their Identification Data confidential and not disclose it to any third party. If an Authorised User knows or suspects that anyone other than them knows their Identification Data, they must immediately change their Identification Data and promptly notify us at support@proquoai.com.

(c) you will not permit the Identification Data of an Authorised User to be used by more than one individual unless it has been reassigned in its entirety to another individual with the first individual no longer having any right to use that Identification Data;

(d) you shall maintain a written, up to date list of current Authorised Users and provide such list to us within 2 business days of receiving written request from us to do so;

(e) you shall permit us or our designated auditor to audit the Services in order to establish compliance with these Terms of Use, such audit to be carried out at our expense on reasonable prior notice in such a manner as not to substantially interfere with your business; and

(f) if an audit reveals:

(i) that any password has been provided to any individual who is not an Authorised User, then without prejudice to our other rights, you shall promptly disable such passwords and we shall not issue any new passwords to any such individual; and/or

(ii) that you have underpaid Subscription Fees in respect of the number of Authorised Users accessing the Services, then without prejudice to our other rights, you shall pay us an amount equal to such underpayment as calculated in accordance with the prices for each Authorised User under your current Monthly Subscription or Annual Subscription within 10 business days of the date of the audit.

7.3 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify us.

7.4 You are responsible for any activity on the Platform arising out of any failure to keep Identification Data confidential, and may be held liable for any losses arising out of such a failure.

8. YOUR USE OF THE SERVICES


8.1 You warrant, represent and undertake:

(a) that you are accessing the Platform in the course of a business;

(b) that you are under no legal restriction from entering into a contract with us and complying with the Terms of Use;

(c) that your submitted details (including the details submitted on registration and any Subscriber Data (as defined below)) are true and accurate and you have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such submitted details;

(d) that you meet any further criteria we may ask you to confirm at the point of sign up or by subsequent declaration;

(e) to provide us with:

(i) all necessary co-operation in relation to these Terms of Use; and

(ii) all necessary access to such information as we may require;
in order to provide the Services, including but not limited to Subscriber Data (as defined below), security access information and configuration services;

(f) without affecting your other obligations under these Terms of Use, to comply with all applicable laws and regulations with respect to your activities under these Terms of Use;

(g) to carry out all other responsibilities set out in these Terms of Use in a timely and efficient manner;

(h) to ensure that the Authorised Users use the Services in accordance with these Terms of Use and you shall be responsible for any Authorised User’s acts or omissions (including any breach of these Terms of Use);

(i) to obtain and maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform their obligations under these Terms of Use, including without limitation the Services; and

(j) to ensure that your network and systems comply with the relevant specifications provided by us from time to time.

8.2 You will not access, store, distribute or transmit any software bugs, viruses, Trojan horses, spyware, scareware, worms, phishing attacks, distributed denial-of-service attacks or other harmful codes (“Viruses”) or any material during the course of your use of the Services that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(c) depicts sexually explicit images;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(f) is otherwise illegal or causes damage or injury to any person or property;
and we reserve the right, without liability or prejudice to our other rights, to disable your access to any material that breaches the provisions of this clause.

8.3 You will not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms of Use:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform (as applicable) in any form or media or by any means; or

(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or

(b) use the Platform or the Services for anything other than as expressly permitted under these Terms of Use; or

(c) access all or any part of the Services in order to build a product or service which competes with the Platform; or

(d) use the Services to provide services to third parties; or

(e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or

(f) attempt to obtain, or assist third parties who are not Authorised Users in obtaining, access to the Services; or

(g) introduce, or permit the introduction of, any Viruses into our network and information systems.

9. TERMINATION


Your Right of Termination


9.1 You may immediately terminate these Terms of Use at any time on written notice to us prior to the expiry of the Free Period.

9.2 If you have a Monthly Subscription with us, your minimum subscription period is three months from the commencement of your Monthly Subscription (“Initial Period”), during which time you may terminate these Terms of Use at the end of the Initial Period by giving us no less than one (1) month’s written notice prior to the end of the Initial Period by contacting us at support@proquoai.com. After the Initial Period, you may terminate these Terms of Use by giving no less than one (1) month’s written notice to us by contacting us at support@proquoai.com at any time, such notice to expire on the day prior to the Billing Date (as defined below) one (1) month following service of your notice. Payment will be due in respect of any Subscription Fees due prior to the date that such termination takes effect.

9.3 If you have an Annual Subscription with us, you may terminate these Terms of Use by giving no less than one (1) month’s written notice to us by contacting us at support@proquoai.com at any time, such notice shall expire at the end of the then current annual period.

Our Right of Termination


9.4 We may terminate these Terms of Use at any time by giving no less than one (1) month’s written notice to you by contacting you at the email address associated with your Subscription Account. If we terminate your Annual Subscription without cause, we will give you a pro-rated refund of any Subscription Fees for applicable days lost for the remainder of the subscription already paid for (if any).

9.5 We may terminate these Terms of Use or suspend your rights under them with immediate effect and without notice if:

(a) you commit a material breach of these Terms of Use which breach is irremediable or (if such breach is remediable) you have failed to remedy that breach within a period of thirty (30) days after being notified in writing to do so;

(b) in our reasonable opinion, you are using the Platform inappropriately, incompetently, maliciously or in any way that may constitute derogatory treatment of the Platform or might bring us into disrepute or have a prejudicial effect on our image or business; or

(c) we reasonably consider your continued use of the Platform to be prejudicial to the Platform and/or other Subscribers or to have a prejudicial effect on our image or business.

Effects of Termination


9.6 On termination or expiry of these Terms of Use for any reason, all the rights, licences and benefits granted to you hereunder shall immediately terminate. You will no longer have access to the Platform or any data stored on the Platform.

9.7 On termination or expiry of these Terms of Use for any reason, any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms of Use which existed at or before the date of termination shall not be affected or prejudiced.

9.8 Any provision of these Terms of Use which expressly or by implication is intended to come into force or continue in force on or after termination or expiry of these Terms of Use shall remain in full force and effect.

10. CHARGES


10.1 You shall pay us the charges for the Paid Period as set out at https://www.proquoai.com/pricing/brands (“Subscription Fees”). The Subscription Fees are exclusive of value added tax, which shall be added at the appropriate rate.

10.2 You shall provide valid, up-to-date and complete credit card details or any other valid, up-to-date and complete contact and billing details on registration of your Subscription Account.

10.3 The payment method linked to your Subscription Account shall be automatically charged the Subscription Fees:

(a) monthly in advance for a Monthly Subscription with the first payment to be taken on the first day of the Paid Period and all monthly payments thereafter to be taken on the monthly anniversary of the Paid Period until the Monthly Subscription terminates; or

(b) on the first day of the Paid Period for an Annual Subscription and each anniversary thereafter until the Annual Subscription terminates,
(each a “Billing Date”).

10.4 Access to the Services after the expiry of the Free Period is subject always to receipt by us of the Subscription Fees. Failure to pay recurring Subscription Fees when due will entitle us to terminate these Terms of Use or suspend the Services immediately.

10.5 Subscription Fees may be subject to foreign exchange fees or differences in prices based on location. We may calculate the tax component of the Subscription Fees based on the billing information that you provide us at the time of purchase.

10.6 We reserve the right to change the Subscription Fees by providing no less than one (1) month’s notice (“Pricing Notice”), such change to take effect on the next Billing Date following the expiry of the Pricing Notice. You have the right to object to the proposed changes by notifying us in writing of your intention to terminate your access to the Services before the expiry of the Pricing Notice, in which case these Terms of Use shall terminate at the expiry of the month prior to the next Billing Date.

10.7 If you do not object to the proposed changes before expiry of a Pricing Notice, you will be deemed to have accepted the proposed changes and will be charged the new prices from the next Billing Date.

11. DATA STORAGE


11.1 To the extent that the Services include the ability for you to: (i) access data provided via the Platform (whether that data originated from us or any other person) (“Platform Data”); or (ii) process data which was developed independently of these Terms of Use and is supplied by you to us, such as data relating to your brand (“Subscriber Data”), then to the extent the Services include the ability to access Platform Data or Subscriber Data, access to such data shall be provided only during the Subscription Term and may be downloaded by you from the Platform at any point during the Paid Period.

11.2 On termination or expiry of your right to access the Platform under these Terms of Use, we do not guarantee that you will be able to access Platform Data or Subscriber Data stored on the Platform.

12. INTELLECTUAL PROPERTY RIGHTS


12.1 We, together with our licensors (as applicable), own and control all intellectual property rights and any other rights in the Platform, the Services, the output of the Services, the output of the Platform, the Platform Data and in the materials published on the Platform (excluding any Subscriber Data) (together “Our IPR”). Except as expressly stated herein, these Terms of Use do not grant you any rights to, under or in, any of Our IPR.

12.2 In any case where printing, downloading or otherwise saving any page(s) or material(s) is expressly enabled or authorised in the Platform, such functionality, and any resulting copies may only be used if obtained during the Paid Period, provided that any such materials identify our branding, are not used in a manner that will or may bring us into disrepute or have a prejudicial effect on our image or business and in any event are only used for the Purpose.

12.3 When you upload Subscriber Data to the Platform, you:

(a) grant us a worldwide, irrevocable, non-exclusive, royalty free licence to access, store, display, transmit, reproduce, modify and distribute your Subscriber Data (or excerpts thereof) on the Platform to the extent required to perform our Services to you;

(b) grant us a perpetual, worldwide, irrevocable, non-exclusive, sub-licensable, transferable, assignable, royalty free licence to use, access, store, display, transmit, reproduce, modify and distribute your Subscriber Data (or excerpts thereof) for our business purposes provided we do so in a manner which does not allow other Subscribers access to your Subscriber Data, or to reconstruct your Subscriber Data; does not identify your business; and aggregates the Subscriber Data into a broader class of data with other businesses; and

(c) grant us the right to sub-license the rights licensed under part (a) above to whom we have contractual relationships with in relation to the Platform, solely for the purpose of providing the Services or operating the Platform, and to otherwise permit access to or disclose your Subscriber Data to third parties if we determine such access is necessary to comply with our legal obligations.

12.4 You warrant that:

(a) you have the rights and authority to upload and distribute your Subscriber Data, including on the Platform, and to grant us the rights granted in these Terms of Use; and

(b) any such Subscriber Data complies with these Terms of Use.

12.5 To the extent permissible by law we also have the right to disclose your identity to any third party who is claiming that any Subscriber Data uploaded by you on the Platform constitutes a violation of their intellectual property rights.

12.6 We will not be responsible, or liable to you or any third party, for the content or accuracy of any Subscriber Data posted by you or any other user of the Platform. Any views expressed by other users on the Platform do not represent our views or values.

12.7 Without prejudice to our other rights under these Terms of Use, if you breach any provision of these Terms of Use in any way, or if we reasonably suspect that you have breached these Terms of Use in any way, we may remove, delete, unpublish or edit, or request that you remove, delete, unpublish or edit any or all of your data stored on the Platform. If we request that you remove any of your data, you shall take appropriate remedial action with respect to any such request within 72 hours of receipt of such request.

13. DATA PROTECTION


13.1 The following definitions apply to these Terms of Use:

data processor”, “data controller”, “data subject” “technical and organisational measures” “personal data”, “personal data breach”, “processing”, have the meanings as defined in the Data Protection Legislation; and
Data Protection Legislation” means the Data Protection Act 2018, the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC), the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) (as amended) and all other applicable laws and regulations relating to the processing of personal data and privacy, as may be amended or superseded from time to time, including where applicable the guidance and codes of practice issued by any relevant supervisory authority from time to time.

13.2 You acknowledge that in relation to any personal data collected, processed or otherwise used by us, including any personal data provided by Authorised Users such as Identification Data, such data shall be processed in accordance with our Privacy Notice.

13.3 We agree and acknowledge that the Platform Data and the Subscriber Data do not include any personal data.

13.4 You will disclose the personal data of Authorised Users such as Identification Data (“Authorised Users’ Personal Data”) for the purpose of Authorised Users accessing the Services on the Platform as described in these Terms of Use (or as otherwise agreed in writing by the parties) (“Permitted Purpose”).

13.5 We acknowledge that you are a controller of the Authorised Users’ Personal Data and that we will process the Authorised Users’ Personal Data as a separate and independent controller strictly for the Permitted Purpose. Nothing in these Terms of Use or the arrangements contemplated by it is intended to construe either party as the data processor of the other party or as joint controllers with one another.

13.6 We shall each be individually and separately responsible for complying with the obligations that apply to you and us as a controller under Data Protection Legislation, strictly in respect of the Authorised Users’ Personal Data for which we are responsible for as a data controller in accordance with these Terms of Use. In particular (and without limitation):

(a) responding to any requests, enquiries or complaints from a data subject, regulator or other third party (including any request by a data subject to exercise their rights under the Data Protection Legislation), in relation to our respective responsibilities as data controllers explained above;

(b) providing reasonable assistance to the other party, in responding to any request from a supervisory authority and in ensuring compliance with its obligations under Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators;

(c) at all times processing the personal data in a manner that ensures appropriate security of the personal data, including protection against unauthorised or unlawful processing and against accidental loss, destruction or damage, using appropriate technical and organisational measures, and the measures shall, at a minimum, comply with the requirements of Data Protection Legislation; and

(d) notifying the other party without undue delay on becoming aware of any breach of the Data Protection Legislation.

13.7 You shall ensure that (and warrant to us that you shall ensure) that all processing of personal data by you, including the submission of Authorised Users’ Personal Data to us, is conducted in compliance with all Data Protection Legislation including, without limitation, having a valid lawful basis for doing so, the provision of any necessary information to the data subjects, the obtaining of any necessary consents from data subjects, and the security of any such data while held by you, in each case to enable the lawful transfer of personal data to us for the duration and purposes for our provision of the Platform to you, these Terms of Use and in accordance with Data Protection Legislation.

13.8 You agree to indemnify and hold us, our subsidiaries, affiliates, officers, agents, employees, advertisers and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including legal and other professional fees) arising from or in any way related to any claim made or brought by a data subject or other legal person in respect of any loss, damage or distress caused as a result of any breach of this clause 13 or the data protection legislation by you, your employees or your agents.

13.9 For California residents, please click here to view our Privacy Notice – California Addendum.

14. LINKING TO THE PLATFORM


14.1 You may link to the Platform, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

14.2 You must not:

(a) establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists;

(b) establish a link to the Platform in any website that is not owned by you; and/or

(c) frame the Platform on any other site, or create a link to any part of the Platform other than linking to the landing page at https://www.proquoai.com/.

14.3 We reserve the right to withdraw our linking permission without notice.

14.4 If you wish to make any use of content on the Platform, other than as set out above, please contact support@proquoai.com.

15. INDEMNITY AND LIMITATION OF LIABILITY


15.1 You agree to indemnify and hold us, our subsidiaries, affiliates, officers, agents, employees, advertisers and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including legal and other professional fees) arising from or in any way related to any third party claims relating to your use of the Platform, the Subscriber Data, any violation of these Terms of Use or any other actions connected with your use of the Platform (including all actions taken under your Subscription Account and the acts or omissions of Authorised Users). In the event of such a claim, we will endeavour to provide notice of the claim, suit or action to the contact information we have for the account, provided that any failure to deliver such notice to you shall not eliminate or reduce your indemnification obligation hereunder.

15.2 The Platform is provided to you on an “as is” and “as available” basis. Except as expressly set out in these Terms of Use, to the maximum extent permitted by law, we expressly disclaim any and all warranties and conditions of any kind, whether implied or statutory, including without limitation any implied warranties of satisfactory quality or fitness for a particular purpose.

15.3 We do not warrant:

(a) to the maximum extent permitted by law, that the information we provide or that is provided through or on the Platform is accurate, complete, up-to-date, reliable or correct, or fit for any particular purpose (including use in any advertising or marketing claims);

(b) that the Platform will meet your requirements; or

(c) that the Platform is completely secure, free of Viruses or other harmful components.

15.4 Nothing in these Terms of Use will exclude or limit either party’s liability for:

(a) death or personal injury caused by its negligence, or the negligence of its partners, officers, personnel, subcontractors or agents;

(b) fraud or fraudulent misrepresentation; or

(c) any other liability which cannot be limited or excluded by law.

15.5 Subject to clause 15.4, we shall not be liable for any of the following loss or damage, in each case arising out of or connection with these Terms of Use (including as a result of breach of contract, negligence or any other tort, under statute or otherwise), and regardless of whether we knew or had reason to know of the possibility of the loss or damage in question:

(a) any loss of revenue or profits;

(b) any loss of anticipated savings;

(c) any loss of business opportunity;

(d) any loss of goodwill; or

(e) any indirect or consequential loss or damage.

15.6 Subject to clause 15.4, our total liability under or in connection with these Terms of Use for all claims arising in each twelve month period commencing on the Commencement Date and each anniversary thereof (“Contract Year”), whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed the greater of:

(a) £1,500; and

(b) 150% of the Subscription  Fees paid or payable by you in that Contract Year.

16. SECURITY AND THIRD PARTY LINKS


16.1 You are responsible for configuring your information technology, Devices, computer programs and platforms in order to access the Platform and should use your own Virus protection software. Any subject matter downloaded or otherwise obtained through the use of the Platform is downloaded at your own risk and you will be solely responsible for any damage to your property or loss of data that results from such download or use of any such material. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us. Always log into your account through the Platform to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.

16.2 We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communication facilities.

16.3 We assume no responsibility for any of the products or services advertised or offered by a third party through the Platform or the content of websites linked on the Platform. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them. We have no control over the contents of those sites or resources.

17. MISCELLANEOUS TERMS


17.1 Interpretation. Clause headings shall not affect the interpretation of these Terms of Use. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality), A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular and a reference to one gender shall include a reference to the other genders. Unless the context otherwise requires any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision. References to clauses are to the clauses of these Terms of Use.

17.2 Force Majeure. We shall have no liability to you under these Terms of Use if we are prevented from or delayed in performing our obligations under these Terms of Use, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, pandemics or epidemics, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

17.3 Severance. If any provision (or part of a provision) of these Terms of Use is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to our commercial intention.

17.4 Entire agreement. These Terms of Use, and any documents referred to in them, constitute the whole agreement between you and us and supersede any previous arrangement, understanding or agreement between ourselves relating to the subject matter they cover. You acknowledge and agree that in entering into these Terms of Use you did not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these Terms of Use or not) relating to the subject matter of these Terms of Use, other than as expressly set out herein Nothing in this clause shall limit or exclude any liability for fraud.

17.5 Variation. Subject to Clause 4.1, no variation of these Terms of Use shall be effective unless it is in writing and signed by us (or our authorised representatives).

17.6 Assignment. You may not assign, transfer, charge, sub-license or deal in any other manner with all or any of your rights or obligations under these Terms of Use to any other person. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under these Terms of Use.

17.7 No partnership or agency. Nothing in these Terms of Use is intended to or shall operate to create a partnership between the parties, or authorise either of you or us to act as agent for the other, and neither of you or us shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

17.8 Third party rights. A person who is not a party to these Terms of Use will have no right under the Contract (Rights of Third Parties) Act 1999 to enforce any of their terms.

17.9 Marketing. You agree that we may publicly identify you as a user of the Services for the purpose of marketing and publicising our services, including use of your logo on a list of customers on the Platform.

17.10 Governing Law and Jurisdiction. These Terms of Use, their subject matter and formation, and any dispute or claim arising out of or in connection with these (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and fall under the exclusive jurisdiction of the courts of England and Wales.

18. CONTACT US


To contact us, please email
support@proquoai.com.