PRIMED ACCESS – TERMS AND CONDITIONS OF USE
ACCEPTANCE OF THESE TERMS
YOUR USE OF “ACCESS” CONSTITUTES YOUR ACCEPTANCE TO BE BOUND BY THESE TERMS AND CONDITIONS OF USE.
Primed is a trading style of the Outset Group which is a collaborative venture between Outset (UK) Ltd (04607565), its subsidiary companies/affiliated entities, including UK Health, Safety & Environmental Training Ltd (07106035) and Outset Legal LLP (OC353570).
The Services, including all features and content are made available by Outset (UK) Limited (“Primed”) and all use of the Services by the Client is subject to the following terms and conditions (“Terms”).
Affiliate | means, in respect of any entity, any entity that directly or indirectly controls, is controlled by or is under common control with that entity within the meaning set out in section 1124 of the Corporation Tax Act 2010; |
Applicable Laws | means as applicable from time to time:
(a)any laws, regulations or other subordinate legislation; and (b)any policies, guidelines or industry codes made by any regulatory body having jurisdiction over a party or any of that party’s assets, resources or business (in each case whether or not legally binding), which apply to the performance of the Service or to which either party is subject; |
Authorised Users | means any person authorised to use the Services by the Client, including employees and contractors of the Client; |
Business Day | means a day other than a Saturday, Sunday or bank or public holiday in England; |
Client | the entity contracting with Primed in order to use the Services; |
Client Data | means all information, data and content which is either:
(a)provided by the Client or by an Authorised User to Primed when accessing, using or receiving the Service or otherwise in connection with these Terms; (b)uploaded to the System by the Client or an Authorised User; (c)related, developed or generated by the Client or an Authorised User while accessing, using or receiving the Service or otherwise in connection with these Terms; (d)generated specifically and solely for: (i)the performance of the Service for the benefit of the Client or its Authorised Users; or (ii)the access by the Client or its Authorised Users to the Service; (e)Client Personal Data; and/or (f)derived and/or generated from, or based on, (in whole or in part) any of the foregoing; |
Commencement Date | means the commencement date of access to the Services by the Client; |
Confidential Information | means any information, however conveyed or presented, that relates to the business, affairs, operations, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, personnel, customers and/or suppliers of the disclosing party, together with all information derived by the receiving party from such information and any other information clearly designated by a party as being confidential to it (whether or not it is marked ‘confidential’), or which ought reasonably be considered to be confidential; |
Data Protection Laws | means any Applicable Laws relating to the processing, privacy and/or use of Personal Data, as applicable to either party or the Services, including:
(a)the GDPR; (b)the Data Protection Act 2018; (c)any laws which implement any such laws; (d)any laws that replace, extend, re-enact, consolidate or amend any of the foregoing; and (e)all guidance, guidelines, codes of practice and codes of conduct issued by any relevant Data Protection Supervisory Authority relating to such Data Protection Laws (in each case whether or not legally binding); |
Data Protection Supervisory Authority | means any regulator, authority or body responsible for administering Data Protection Laws; |
Documentation | means the documents (in whatever media) provided or made available to the Client in hard or soft copy to facilitate use of the Services by the Client or the Authorised Users; |
Force Majeure Event | means an event falling within the description set out at clause 17; |
Free or Trial Services | means any part of the Service identified as being provided on a trial basis or provided without charge (for the duration of the period during which it is provided on such basis); |
Intellectual Property Rights | means copyright, patents, rights in inventions, trademarks, service marks, trade names, design rights, rights in get-up, database rights, rights in data, semi-conductor chip topography rights, mask works, utility models, domain names, rights in computer software and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing; |
Licensed Materials | means all services, data, information, content, Intellectual Property Rights, websites, software and other materials provided by or on behalf of Primed in connection with the Services, but excluding all Client Data; |
Malicious Code | means any program or code which may prevent, impair, affect the reliability of, destroy, damage, interfere with, corrupt, or cause undesired effects on any program, computer, system, software, code, data or other information (including all viruses, worms, trojan horses, spyware, logic bombs and similar files, scripts, agents, things or devices); |
Non-Primed Materials | means Licensed Materials provided, controlled or owned by or on behalf of a third party the use of which is subject to a separate agreement or licence between the Client and the relevant third party (including such Non-Primed Materials which may be linked to, interact with or used by the Services); |
Permitted Affiliate | means each of the Client’s Affiliates agreed by Primed to utilise the Services; |
Permitted Purpose | shall mean the use of the Services in the ordinary course of the Client’s business and for internal purposes only, including the Client and its Authorised Usersaccessing the Services to view, download and customise (where applicable) the Licensed Materials. |
Personal Data | has the meaning given in applicable Data Protection Laws from time to time; |
Privacy Policy | means Primed’s privacy policy (http://outsetuk.test/privacy/) setting out the terms on which Primed will process any Client Personal Data; |
Services | means the provision of the Access system and the Support Services to the Client and its Authorised Users; |
Service Hours | means 24 hours a day, seven days a week; |
Support Services | means in respect of the Services, the support services provided by Primed to the Client as described in these Terms or as otherwise agreed between the Client and Primed; |
System | means the systems (including all hardware, equipment, software, peripherals and communications networks) owned, controlled, operated and/or used by Primed to supply the Service (but excluding all systems owned or made available by the Client or the Client’s third-party suppliers); |
Term | means the effective term of these Terms as set out in clause 2. |
Authorised Users
TERMS AND CONDITIONS OF USE
DATED: 29th November 2019