Individual user agreement
These current consolidated Subscription Terms were published on 22/09/2020. For previous versions, see no avail (first version). For details of Updated provisions, see not avail (first version).
These Subscription Terms apply to all single user subscriptions to the Digital Investigative Board. The Enterprise Terms and Conditions apply to all multi-user subscriptions to the Digital Investigative Board.
1 Definitions and interpretation
1.1 The definitions and rules of interpretation set out in the schedule shall apply to this Agreement.
1.2 In this Agreement:
1.2.1 in the event of any conflict in respect of the provisions of this Agreement and/or the documents referred to therein the following order of priority shall prevail (in descending order of priority):
(a) the Data Protection Addendum;
(b) the Policies;
(c) the Subscription Terms;
(d) the Software Licence; and
(e) the Documentation; and
1.2.2 subject to the order of priority between documents in clause 1.2.1, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.
2 Application of these conditions
2.1 These Subscription Terms govern the Client’s access to and use of the Digital Investigative Board. By purchasing a subscription or by signing up to a Free or Trial Service, the Client agrees to be bound by these Subscription Terms and the Agreement.
2.2 The Client places an order to access and use the Digital Investigative Board by registering online. The Client is solely responsible for reading and checking their order before submitting it.
2.3 By placing their order the Client warrants that the hardware and software requirements of their computer or device mean that they can access and use the Digital Investigative Board.
2.4 At the end of the online purchase process (e.g. when the Client clicks on the ‘Subscribe’ button), ReKnowledge will acknowledge the order by email. This acknowledgement does not, however, mean that the order has been accepted and that a binding contract exists.
2.5 ReKnowledge may contact the Client to say that ReKnowledge does not accept the Client’s order. This is typically for the following reasons:
2.5.1 the digital content is unavailable;
2.5.2 ReKnowledge cannot authorise the Client’s payment;
2.5.3 the Client is not allowed to access and use the Digital Investigative Board;
2.5.4 ReKnowledge are not allowed to grant the Client access to the Digital Investigative Board; or
2.5.5 there has been a mistake on the pricing or description of the Digital Investigative Board.
2.6 The Client’s order will only be accepted when the Client is granted access to and use of the Digital Investigative Board. At this point a legally binding contract will be in place between the Client and ReKnowledge (“Order Acceptance”).
2.7 The Client may not access and use the Digital Investigative Board if they are under the age of 18.
2.8 Rejection by ReKnowledge of the Client’s order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Client.
2.9 ReKnowledge may issue quotations to the Client from time to time. Quotations are invitations to treat only. They are not an offer to supply Services and are incapable of being accepted by the Client.
2.10 Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Agreement.
3 Rights of use
3.1 Upon Order Acceptance and subject to the terms of this Agreement, ReKnowledge grants the Client a non-exclusive, non-transferable, personal right to:
3.1.1 use the Digital Investigative Board during Service Hours; and
3.1.2 copy and use the Documentation as strictly necessary for its use of the Digital Investigative Board,
during the time the Client is subscribed to the Digital Investigative Board for the Permitted Purpose.
3.2 The Client acknowledges that use of the Digital Investigative Board is at all times subject to the Client’s compliance with this Agreement and the requirements identified in this Agreement (including all minimum system requirements).
3.3 The Client acknowledges that the Services do not include:
3.3.1 any services, systems or equipment required to access the internet (and that the Client is solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by it in connection with use of the Services);
3.3.2 dedicated data back up or disaster recovery facilities (and the Client should ensure it at all times maintains backups of all Client Data); or
3.3.3 legal, accounting or other professional or regulated services and that, except as expressly stated in this Agreement, no assurance is given that the Services will comply with or satisfy any legal or regulatory obligation of any person.
4 Use of the Digital Investigative Board
4.1 The Client shall ensure that only they use their access to the Digital Investigative Board and that such use is at all times in accordance with this Agreement.
4.2 The Client agrees that they shall not share any of their access details to access the Digital Investigative Board with any other person.
4.3 Without prejudice to any other right or remedy of ReKnowledge, in the event the Client is in breach of clauses 4.1 or 4.2 then the warranties in clause 11.1 shall cease to apply for the duration of the period during which the Client is in breach of clause 4.1 or 4.2.
4.4 The Client shall be liable for the acts and omissions of anyone who uses their account in contravention of clause 4.1 or 4.2 as if they were its own.
4.5 If any password has been provided to an individual that is not the Client, the Client shall, without delay, disable any such password and notify ReKnowledge immediately.
4.6 The Client shall comply with all applicable laws, rules, and regulations governing export that apply to the Services, the Client Data and the Documentation (or any part), and shall not export or re-export, directly or indirectly, separately or as a part of a system, the Services, the Client Data or the Documentation (or any part) to, or access or use the Services, the Client Data or the Documentation (or any part) in, any country or territory for which an export licence or other approval is required under the laws of the United Kingdom, the United States, the European Union or any of its member states, without first obtaining such licence or other approval. Without prejudice to ReKnowledge’s obligations under the Data Protection Addendum, the Client shall be solely responsible for ensuring its access, importation and use of the Services, the Client Data and Documentation in or into any part of any country or territory complies with all export and other laws.
4.7 Clauses 4.4 to 4.6 (inclusive) shall survive termination or expiry of this Agreement.
5 Indemnity
5.1 The Client shall indemnify, keep indemnified and hold harmless ReKnowledge (on ReKnowledge’s own behalf and on behalf of each of ReKnowledge’s affiliates) from and against any losses, claims, damages, liability, Data Protection Losses, costs (including legal and other professional fees) and expenses incurred by it as a result of the Client’s breach of this Agreement.
5.2 This clause 5 shall survive termination or expiry of this Agreement.
6 Scheduled Maintenance
6.1 ReKnowledge will use reasonable endeavours to notify the Client in advance of scheduled maintenance but the Client acknowledges that it may receive no advance notification for downtime caused by Force Majeure or for other emergency maintenance.
7 Changes to services and terms
7.1 ReKnowledge may at its absolute discretion make, and notify the Client of, updated versions of the documents referred to in clause 1.2.1 or other documents referred to in any part of this Agreement from time to time by notifying the Client of such update by e-mail (together with a copy of the update or a link to a copy of the update) or by any other reasonable means which ReKnowledge elects (Update Notification). ReKnowledge will comply with its related obligations in the Data Protection Addendum.
7.2 The document(s) subject to such Update Notification shall replace the preceding version of the same document(s) for the purposes of this Agreement from the date 30 Business Days’ after Update Notification of such revised document(s) (the Update) (or at such later date as ReKnowledge may specify).
7.3 In the event that the Client reasonably believes that any Update materially impacts it negatively in any manner they may, in accordance with their general cancellation right, cancel their subscription to the Digital Investigative Board at any time and it will end after the month the Client has just paid for. The Client agrees that if they do decide to cancel, they will not be entitled to any refunds for any charges already paid but they will continue to have access for the month they have paid for.
7.4 The Client acknowledges that ReKnowledge shall be entitled to modify the features and functionality of the Services. ReKnowledge shall use reasonable endeavours to ensure that any such modification does not materially adversely affect the use of the Digital Investigative Board(s) by ReKnowledge’s clients generally.
7.5 ReKnowledge may, without limitation to the generality of this clause 7.5, establish new limits on the Services (or any part), including limiting the volume of data which may be used, stored or transmitted in connection with the Service, remove or restrict application programming interfaces or make alterations to data retention periods, provided such changes are introduced by Update to the relevant impacted contractual documents. ReKnowledge will comply with its related obligations in the Data Protection Addendum.
7.6 Where the Client determines that any changes made under clauses 7.4 or 7.5 do materially affect them, in accordance with their general cancellation right, they may cancel their subscription to the Digital Investigative Board at any time and it will end after the month the Client has just paid for. The Client agrees that if they do decide to cancel, they will not be entitled to any refunds for any charges already paid but they will continue to have access for the month they have paid for.
8 Fees and payment
8.1 The Client agrees that the first payment of the Subscription Fee will be taken as soon as the Client is granted access to the Digital Investigative Board. The Client agrees that they will then be charged automatically and without notice each month for access to and use of the Digital Investigative Board until the Client’s subscription is cancelled by the Client or cancelled or terminated by ReKnowledge.
8.2 All payments are processed by ReKnowledge’s payment provider Stripe. In order to use their payment system, the Client agrees to enter into a separate relationship directly with Stripe on the following terms which apply in addition to this Agreement: https://stripe.com/gb/legal.
8.3 The Subscription Fee is exclusive of VAT unless stated otherwise which shall be payable by the Client at the rate and in the manner prescribed by law.
8.4 The Client agrees that ReKnowledge may increase the Subscription Fee by emailing the Client at least 30 days before any price increase is due to take place. Upon receiving this email, the Client will be able to tell ReKnowledge that they do not agree to the price increase and, where the Client does so, the Client’s subscription will be cancelled at the end of the month they have paid for without being charged the increased price.
8.5 Where the Client informs ReKnowledge that they agree with the price change or do not tell ReKnowledge that they disagree with the price change, the price will be increased for the Client’s next month’s payment and will be charged in accordance with clauses 8.1 and 8.2.
8.6 ReKnowledge shall have the right to charge interest on overdue payments at the rate of 8% per year above the base rate of the Bank of England, calculated from the date when the payment became due for payment up to and including the date of actual payment whether before or after judgment.
9 Cancellation
9.1 The Client’s subscription to the Digital Investigative Board will:
9.1.1 where the Client chooses a monthly subscription, continue on a month by month recurring basis until the Client cancels it or it is cancelled or terminated by ReKnowledge; or
9.1.2 where the Client chooses a monthly subscription, continue on a month by month recurring basis until the Client cancels it or it is cancelled or terminated by ReKnowledge.
9.2 The Client may cancel their subscription to the Digital Investigative Board at any time and it will end:-
9.2.1 where the Client chooses a monthly subscription, after the month the Client has just paid for; or
9.2.2 where the Client chooses a yearly subscription, after the year the Client has just paid for.
9.3 The Client agrees that if they do decide to cancel, they will not be entitled to any refunds for any charges already paid but they will continue to have access for the month or year (as applicable) they have paid for.
9.4 The Client agrees that ReKnowledge may cancel the Client’s subscription at the end of any month the Client has paid for by ReKnowledge letting the Client know by email at least a week before the end of that month. The Client agrees that if ReKnowledge does decide to cancel under this clause, the Client will not be entitled to any refunds for any charges already paid but they will continue to have access for the month they have paid for.
10 Free trial
10.1 The Client’s subscription to the Digital Investigative Board may start with a Free or Trial Service. The duration of the Free or Trial Service will be specified during sign up on the subscription plans page https://marketplace.reknowledge.tech/.
10.2 The Client agrees that they may not be eligible for a Free or Trial Service and that it is ReKnowledge’s decision in their absolute discretion as to who is eligible for a Free or Trial Service. The Client agrees that ReKnowledge may revoke their Free or Trial Service if ReKnowledge determines that the Client is not eligible for a Free or Trial Service.
10.3 The Client may cancel their subscription at any time up to the end of the Free or Trial Service period. If the Client does not cancel their subscription within the Free or Trial Service period, the Client agrees to be charged in accordance with clauses 8.1 and 8.2 and the Client further agrees that their subscription will continue on a month by month in accordance with clause 9.1.
11 Warranties
11.1 Subject to the remainder of this clause 11, ReKnowledge warrants that:
11.1.1 the Digital Investigative Board shall operate materially in accordance with its Description when used in accordance with this Agreement under normal use and normal circumstances during the Client’s subscription to the Digital Investigative Board; and
11.1.2 it will provide each of the Services with reasonable care and skill.
11.2 The Client acknowledges that clause 11.1 does not apply to Free or Trial Services. Without prejudice to ReKnowledge’s obligations under the Agreement in respect of Protected Data and Free or Trial Services provided in connection with the same are provided ‘as is’ and without warranty to the maximum extent permitted by law.
11.3 The Services may be subject to delays, interruptions, errors or other problems resulting from use of the internet or public electronic communications networks used by the parties or third parties. The Client acknowledges that such risks are inherent in technological services and that ReKnowledge shall have no liability for any such delays, interruptions, errors or other problems.
11.4 Due to the nature of rapidly advancing technology, the Client acknowledges that ReKnowledge can in no way guarantee that the Services and associated Applications will not be subject to security breaches, hacks, viruses or unexpected data deletion and accepts no responsibility or liability for any problems, losses or damages caused by any security breaches, hacks, viruses or unexpected data deletion or similar occurrences.
11.5 If there is a breach of any warranty in clause 11.1, ReKnowledge shall at its option: use reasonable endeavours to repair or replace the impacted Services within a reasonable time or (whether or not it has first attempted to repair or replace the impacted Service) refund the Subscription Fee for the impacted Services which were otherwise payable for the period during which ReKnowledge was in breach of any such warranty (provided such period is at least 5 consecutive days). To the maximum extent permitted by law, this clause 11.5 sets out the Client’s sole and exclusive remedy (however arising, whether in contract, negligence or otherwise) for any breach of any of the warranties in clause 11.1.
11.6 The warranties in clause 11.1 are subject to the limitations set out in clause 20 and shall not apply to the extent that any error in the Services arises as a result of:
11.6.1 incorrect operation or use of the Services by the Client (including any failure to follow the Documentation or failure to meet minimum specifications);
11.6.2 use of any of the Services other than for the purposes for which it is intended;
11.6.3 use of any Services with other software or services or on equipment with which it is incompatible (unless ReKnowledge recommended or required the use of that other software or service or equipment in the training zone (https://blog.reknowledge.tech/training_zone);
11.6.4 any act by any third party (including hacking or the introduction of any virus or malicious code);
11.6.5 any modification of Services (other than that undertaken by ReKnowledge or at its direction); or
11.6.6 any breach of this Agreement by the Client.
11.7 ReKnowledge may make Non-ReKnowledge Materials available for the Client’s use in connection with the Services. The Client agrees that:
11.7.1 ReKnowledge has no responsibility for the use or consequences of use of any Non-ReKnowledge Materials;
11.7.2 the Client’s use of any Non-ReKnowledge Materials shall be governed by the applicable terms between the Client and the owner or licensor of the relevant Non-ReKnowledge Materials;
11.7.3 the Client is solely responsible for any Non-ReKnowledge Materials used in connection with the Services and for compliance with all applicable third party terms which may govern the use of such Non-ReKnowledge Materials; and
11.7.4 the continued availability, compatibility with the Services and performance of the Non-ReKnowledge Materials is outside the control of ReKnowledge and ReKnowledge has no responsibility for any unavailability of or degradation in the Services to the extent resulting from the availability, incompatibility or performance of any of the Non-ReKnowledge Materials;
11.8 The Client acknowledges that no liability or obligation is accepted by ReKnowledge (howsoever arising whether under contract, tort, in negligence or otherwise):
11.8.1 that the Digital Investigative Board shall meet the Client’s individual needs, whether or not such needs have been communicated to ReKnowledge;
11.8.2 for any damage caused to any computer or system on which the Digital Investigative Board is used or on which any Applications are installed;
11.8.3 that the operation of the Digital Investigative Board shall not be subject to minor errors or defects; or
11.8.4 that the Digital Investigative Board shall be compatible and/or function correctly with any other software (including internet browsers) or service or with any hardware or equipment except to the extent expressly referred to as compatible in https://blog.reknowledge.tech/training_zone
11.9 The Client acknowledges that ReKnowledge provides no warranty or guarantee in relation to the Applications.
11.10 Other than as set out in this clause 11, and subject to clause 20.6, all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.
12 Client’s responsibilities
12.1 The Client shall at all times comply with all applicable laws relating to the use or receipt of the Services, including laws relating to privacy, data protection and use of systems and communications.
12.2 The Client warrants that they will only use the Digital Investigative Board for non-personal use.
13 Intellectual property
13.1 All Intellectual Property Rights in and to the Services (including in all Applications, Documentation and all ReKnowledge Provided Materials) belong to and shall remain vested in ReKnowledge or the relevant third party owner. To the extent that the Client or any person acting on its or their behalf acquires any Intellectual Property Rights in the Applications, Documentation, ReKnowledge Provided Materials or any other part of the Services, the Client shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to ReKnowledge or such third party as ReKnowledge may elect. The Client shall execute all such documents and do such things as ReKnowledge may consider necessary to give effect to this clause 13.1.
13.2 The Client may be able to store or transmit Client Data using the Digital Investigative Board and the Digital Investigative Board may interact with Client Systems. The Client hereby grants a royalty-free, non-transferable, non-exclusive licence for ReKnowledge (and each of its direct and indirect sub-contractors) to use, copy and other otherwise utilise the Client Data and Client Systems to the extent necessary to perform or provide the Services or to exercise or perform ReKnowledge’s rights, remedies and obligations under this Agreement.
13.3 To the extent Non-ReKnowledge Materials are made available to, or used by or on behalf of the Client in connection with the use or provision of the Digital Investigative Board, such use of Non-ReKnowledge Materials (including all licence terms) shall be exclusively governed by applicable third party terms notified or made available by ReKnowledge or the third party and not by this Agreement. ReKnowledge grants no Intellectual Property Rights or other rights in connection with any Non-ReKnowledge Materials.
13.4 ReKnowledge may use any feedback and suggestions for improvement relating to the Services provided by the Client without charge or limitation (Feedback). The Client hereby assigns (or shall procure the assignment of) all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to ReKnowledge at the time such Feedback is first provided to ReKnowledge.
13.5 The Client hereby waives (and shall ensure all relevant third parties have waived) all rights to be identified as the author of any work, to object to derogatory treatment of that work and all other moral rights in the Intellectual Property Rights assigned to ReKnowledge under this Agreement.
13.6 Except for the rights expressly granted in this Agreement, the Client and their direct and indirect sub-contractors shall not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Services (or any part including the Applications or Documentation) and no Intellectual Property Rights of either party are transferred or licensed as a result of this Agreement.
13.7 This clause 13 shall survive the termination or expiry of this Agreement.
14 Client Systems and Client Data
14.1 Client Data shall at all times remain the property of the Client or its licensors.
14.2 Except to the extent ReKnowledge has direct obligations under data protection laws, the Client acknowledges that ReKnowledge has no control over any Client Data hosted as part of the provision of the Services and may not actively monitor or have access to the content of the Client Data. The Client shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Client Data and that its use (including use in connection with the Service) complies with all applicable laws and Intellectual Property Rights.
14.3 If ReKnowledge becomes aware of any allegation that any Client Data may not comply with the Website Terms and Conditions or any other part of this Agreement, ReKnowledge shall have the right but not the obligation to permanently delete or otherwise remove or suspend access to any Client Data which is suspected of being in breach of any of the foregoing from the Services and/or disclose Client Data to law enforcement authorities (in each case without the need to consult the Client). Where reasonably practicable and lawful ReKnowledge shall notify the Client before taking such action.
14.4 ReKnowledge shall not be obliged to provide the Client with any assistance extracting, transferring or recovering any data. The Client acknowledges and agrees that it is responsible for maintaining safe backups and copies of any Client Data, including as necessary to ensure the continuation of the Client’s business. The Client shall, without limitation, ensure that it backs up (or procures the back up of) all Client Data regularly (in accordance with its needs) and extracts it from the Digital Investigative Board prior to the termination or expiry of this Agreement or the cessation or suspension of any of the Services.
14.5 ReKnowledge routinely undertakes regular backups of the Digital Investigative Board (which may include Client Data) for its own business continuity purposes. The Client acknowledges that such steps do not in any way make ReKnowledge responsible for ensuring the Client Data does not become inaccessible, damaged or corrupted. To the maximum extent permitted by applicable law, ReKnowledge shall not be responsible (under any legal theory, including in negligence) for any loss of availability of, or corruption or damage to, any Client Data.
14.6 The Client hereby instructs that ReKnowledge shall within 60 days of the earlier of the end of the provision of the Services (or any part) relating to the processing of the Client Data securely dispose of such Client Data processed in relation to the Services (or any part) which have ended (and all existing copies of it) except to the extent that any Applicable Laws (as defined in the Data Protection Addendum) requires ReKnowledge to store such Client Data. ReKnowledge shall have no liability (howsoever arising, including in negligence) for any deletion or destruction of any such Client Data undertaken in accordance with this Agreement.
15 Confidentiality and security of Client Data
15.1 ReKnowledge shall maintain the confidentiality of the Client Data and shall not without the prior written consent of the Client or in accordance with this Agreement, disclose or copy the Client Data other than as necessary for the performance of the Services or its express rights and obligations under this Agreement.
15.2 ReKnowledge:
15.2.1 undertakes to disclose the Client Data only to those of its officers, employees, agents, contractors and direct and indirect sub-contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under this Agreement or as otherwise reasonably necessary for the provision or receipt of the Services, and
15.2.2 shall be responsible to the Client for any acts or omissions of any of the persons referred to in clause 16.2.1 in respect of the confidentiality and security of the Client Data as if they were ReKnowledge’s own.
15.3 The provisions of this clause 16 shall not apply to information which:
15.3.1 is or comes into the public domain through no fault of ReKnowledge, its officers, employees, agents or contractors;
15.3.2 is lawfully received by ReKnowledge from a third party free of any obligation of confidence at the time of its disclosure;
15.3.3 is independently developed by ReKnowledge (or any of its affiliates or any person acting on its or their behalf), without access to or use of such Confidential Information; or
15.3.4 is required by law, by court or governmental or regulatory order to be disclosed,
provided that clauses 16.3.1 to 16.3.3 (inclusive) shall not apply to Protected Data.
15.4 This clause 16 shall survive the termination or expiry of this Agreement for a period of ten years.
15.5 To the extent any Client Data is Protected Data, ReKnowledge shall ensure that such Client Data may be disclosed or used only to the extent such disclosure or use does not conflict with any of ReKnowledge’s obligations under the Data Protection Addendum. Clauses 16.1 to 16.4 (inclusive) are subject to this clause 16.5.
16 ReKnowledge’s Confidential Information
16.1 The Client shall maintain the confidentiality of ReKnowledge’s Confidential Information and shall not without the prior written consent of ReKnowledge, disclose, copy or modify ReKnowledge’s Confidential Information (or permit others to do so) other than as necessary for the performance of its express rights and obligations under this Agreement.
16.2 The Client undertakes to:
16.2.1 disclose ReKnowledge’s Confidential Information only to those of its officers, employees, agents and contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under this Agreement;
16.2.2 procure that such persons are made aware of and agree in writing to observe the obligations in this clause 17; and
16.2.3 be responsible for the acts and omissions of those third parties referred to in this clause 17.2 as if they were the Client’s own acts or omissions.
16.3 The Client shall give notice to ReKnowledge of any unauthorised use, disclosure, theft or loss of ReKnowledge’s Confidential Information immediately upon becoming aware of the same.
16.4 The provisions of this clause 17 shall not apply to information which:
16.4.1 is or comes into the public domain through no fault of the Client, its officers, employees, agents or contractors;
16.4.2 is lawfully received by the Client from a third party free of any obligation of confidence at the time of its disclosure;
16.4.3 is independently developed by the Client, without access to or use of ReKnowledge’s Confidential Information; or
16.4.4 is required by law, by court or governmental or regulatory order to be disclosed provided that the Client, where possible, notifies ReKnowledge at the earliest opportunity before making any disclosure.
16.5 This clause 17 shall survive the termination or expiry of this Agreement for a period of ten years.
17 Monitoring compliance
17.1 ReKnowledge may monitor, collect, store and use information on the use and performance of the Services (including Client Data) to detect threats or errors to the Services and/or ReKnowledge’s operations and for the purposes of the further development and improvement of ReKnowledge’s services, provided that such activities at all times comply with the Privacy Policy and Data Protection Addendum.
17.2 This clause 18 shall survive termination or expiry of this Agreement for a period of 12 months.
18 Relief
To the maximum extent permitted by law, ReKnowledge shall not be liable (under any legal theory, including negligence) for any breach, delay or default in the performance of this Agreement to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by any Relief Event.
19 Limitation of liability
19.1 The extent of ReKnowledge’s liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation or under any indemnity) shall be as set out in this clause 20.
19.2 Subject to clauses 20.2 and 20.6, ReKnowledge’s aggregate liability howsoever arising under or in connection with this Agreement shall not exceed the greater of:
19.2.1 an amount equal to the Subscription Fees paid to ReKnowledge by the Client in the 12-month period immediately preceding the first incident giving rise to any claim under this Agreement; or
19.2.2 an amount equal to 12 times the Subscription Fees due or paid to ReKnowledge for the first month of the Client’s subscription to the Digital Investigative Board.
19.3 Subject to clause 20.6, ReKnowledge’s aggregate liability in respect of each individual Free or Trial Service (howsoever arising under or in connection with this Agreement) shall not exceed £49.
19.4 Subject to clause 20.6, ReKnowledge shall not be liable for consequential, indirect or special losses.
19.5 Subject to clause 20.6, ReKnowledge shall not be liable for any of the following (whether direct or indirect):
19.5.1 loss of profit;
19.5.2 destruction, loss of use or corruption of data;
19.5.3 loss or corruption of software or systems;
19.5.4 loss or damage to equipment;
19.5.5 loss of use;
19.5.6 loss of production;
19.5.7 loss of contract;
19.5.8 loss of opportunity;
19.5.9 loss of savings, discount or rebate (whether actual or anticipated); and/or
19.5.10 harm to reputation or loss of goodwill.
19.6 Notwithstanding any other provision of this Agreement, ReKnowledge’s liability shall not be limited in any way in respect of the following:
19.6.1 death or personal injury caused by negligence;
19.6.2 fraud or fraudulent misrepresentation; or
19.6.3 any other losses which cannot be excluded or limited by applicable law.
19.7 This clause 20 shall survive the termination or expiry of this Agreement.
20 Suspension
20.1 ReKnowledge may suspend the Client’s access to all or any part of the Services if:
20.1.1 ReKnowledge suspects that there has been any misuse of the Services or breach of this Agreement; or
20.1.2 the Client fails to pay any sums due to ReKnowledge by the due date for payment.
20.2 Where the reason for the suspension is suspected misuse of the Services or breach of this Agreement, without prejudice to its rights under
this Agreement, ReKnowledge will take steps to investigate the issue and may restore or continue to suspend access at its discretion.
20.3 In relation to suspensions under clause 21.1.2, access to the Services will be restored promptly after ReKnowledge receives payment in full and cleared funds.
20.4 The Subscription Fee shall remain payable during any period of suspension notwithstanding that the Client may not have access to the Services.
21 Term and termination
21.1 This Agreement shall come into force on Order Acceptance and, unless terminated earlier in accordance with its terms, shall continue until the Client’s subscription is cancelled in accordance with clause 9.2 or 9.3.
21.2 ReKnowledge may terminate this Agreement immediately at any time by giving notice in writing to the Client if:
21.2.1 the Client commits a material breach of this Agreement and such breach is not remediable;
21.2.2 the Client commits a material breach of this Agreement which is not remedied within 20 Business Days of receiving written notice of such breach; or
21.2.3 the Client has failed to pay any amount due under this Agreement on the due date and such amount remains unpaid within 20 Business Days after the Client has received notification that the payment is overdue.
21.3 ReKnowledge may terminate or suspend the provision of Free or Trial Services at any time with or without notice.
21.4 Any breach by the Client of the Website Terms and Conditions or of clauses clauses 4 or 13 shall be deemed a material breach of this Agreement which is not remediable.
22 Consequences of termination
22.1 Immediately on termination or expiry of this Agreement (for any reason), the rights granted by ReKnowledge under this Agreement shall terminate and the Client shall:
22.1.1 stop using the Services; and
22.1.2 destroy and delete or, if requested by ReKnowledge, return any copies of the Documentation in its possession or control (or in the possession or control of any person acting on behalf of any of them).
22.2 Any clauses in these Subscription Terms that are expressly stated, or by implication intended, to apply after expiry or termination of the Agreement shall continue in full force and effect after such expiry or termination.
22.3 Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry and shall not affect any provision of this Agreement that is expressly or by implication intended to continue beyond termination.
23 Entire agreement
23.1 This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.
23.2 Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement.
23.3 Nothing in this Agreement shall limit or exclude any liability for fraud.
24 Notices
24.1 Any notice given by a party under this Agreement shall be:
24.1.1 in writing and in English;
24.1.2 signed by, or on behalf of, the party giving it (except for notices sent by email); and
24.1.3 sent to the relevant party at the address set out in clause 25.3.
24.2 Notices may be given, and are deemed received:
24.2.1 by hand: on receipt of a signature at the time of delivery;
24.2.2 by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;
24.2.3 by Royal Mail International Tracked & Signed post: at 9.00 am on the fourth Business Day after posting; and
24.2.4 by email: on receipt of a read receipt email from the correct address.
24.3 Notices shall be sent to:
24.3.1 in the case of those to ReKnowledge, to ReKnowledge Ltd at:
107-111 Fleet Street, London, England, EC4A 2AB; or
[email protected].
24.3.2 in the case of those to the Client, to any email or physical address or contact details provided by the Client to ReKnowledge when they subscribed to the Service (as updated from time to time pursuant to clause 25.4).
24.4 Any change to the contact details of a party as set out in clause 25.3 shall be notified to the other party in accordance with clause 25.1 and shall be effective:
24.4.1 on the date specified in the notice as being the date of such change; or
24.4.2 if no date is so specified, five Business Days after the notice is deemed to be received.
24.5 This clause does not apply to notices given in legal proceedings or arbitration.
25 Variation
25.1 No variation of this Agreement shall be valid or effective unless it is:
25.1.1 an Update made in accordance with this Agreement; or
25.1.2 made in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.
26 Assignment and subcontracting
26.1 Except as expressly provided in this Agreement, ReKnowledge may at any time assign, sub-contract, sub-licence (including by multi-tier), transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under this Agreement.
26.2 Except as expressly permitted by this Agreement, the Client shall not assign, transfer, sub-contract, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under this Agreement (including the licence rights granted), in whole or in part, without ReKnowledge’s prior written consent.
27 Set off
Each party shall pay all sums that it owes to the other party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
28 No partnership or agency
The parties are independent and are not partners or principal and agent and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.
29 Severance
29.1 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.
29.2 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
30 Waiver
30.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
30.2 No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or
the exercise of any other right, power or remedy.
30.3 A waiver of any term, provision, condition or breach of this Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.
31 Costs and expenses
Each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of this Agreement (and any documents referred to in it).
32 Third party rights
A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.
33 Authority
Each party represents and warrants to the other that it has the right, power and authority to enter into this Agreement and grant to the other the rights (if any) contemplated in this Agreement and to perform its obligations under this Agreement.
34 Governing law
This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
35 Jurisdiction
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).
These Subscription Terms apply to all single user subscriptions to the Digital Investigative Board. The Enterprise Terms and Conditions apply to all multi-user subscriptions to the Digital Investigative Board.
1 Definitions and interpretation
1.1 The definitions and rules of interpretation set out in the schedule shall apply to this Agreement.
1.2 In this Agreement:
1.2.1 in the event of any conflict in respect of the provisions of this Agreement and/or the documents referred to therein the following order of priority shall prevail (in descending order of priority):
(a) the Data Protection Addendum;
(b) the Policies;
(c) the Subscription Terms;
(d) the Software Licence; and
(e) the Documentation; and
1.2.2 subject to the order of priority between documents in clause 1.2.1, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.
2 Application of these conditions
2.1 These Subscription Terms govern the Client’s access to and use of the Digital Investigative Board. By purchasing a subscription or by signing up to a Free or Trial Service, the Client agrees to be bound by these Subscription Terms and the Agreement.
2.2 The Client places an order to access and use the Digital Investigative Board by registering online. The Client is solely responsible for reading and checking their order before submitting it.
2.3 By placing their order the Client warrants that the hardware and software requirements of their computer or device mean that they can access and use the Digital Investigative Board.
2.4 At the end of the online purchase process (e.g. when the Client clicks on the ‘Subscribe’ button), ReKnowledge will acknowledge the order by email. This acknowledgement does not, however, mean that the order has been accepted and that a binding contract exists.
2.5 ReKnowledge may contact the Client to say that ReKnowledge does not accept the Client’s order. This is typically for the following reasons:
2.5.1 the digital content is unavailable;
2.5.2 ReKnowledge cannot authorise the Client’s payment;
2.5.3 the Client is not allowed to access and use the Digital Investigative Board;
2.5.4 ReKnowledge are not allowed to grant the Client access to the Digital Investigative Board; or
2.5.5 there has been a mistake on the pricing or description of the Digital Investigative Board.
2.6 The Client’s order will only be accepted when the Client is granted access to and use of the Digital Investigative Board. At this point a legally binding contract will be in place between the Client and ReKnowledge (“Order Acceptance”).
2.7 The Client may not access and use the Digital Investigative Board if they are under the age of 18.
2.8 Rejection by ReKnowledge of the Client’s order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Client.
2.9 ReKnowledge may issue quotations to the Client from time to time. Quotations are invitations to treat only. They are not an offer to supply Services and are incapable of being accepted by the Client.
2.10 Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Agreement.
3 Rights of use
3.1 Upon Order Acceptance and subject to the terms of this Agreement, ReKnowledge grants the Client a non-exclusive, non-transferable, personal right to:
3.1.1 use the Digital Investigative Board during Service Hours; and
3.1.2 copy and use the Documentation as strictly necessary for its use of the Digital Investigative Board,
during the time the Client is subscribed to the Digital Investigative Board for the Permitted Purpose.
3.2 The Client acknowledges that use of the Digital Investigative Board is at all times subject to the Client’s compliance with this Agreement and the requirements identified in this Agreement (including all minimum system requirements).
3.3 The Client acknowledges that the Services do not include:
3.3.1 any services, systems or equipment required to access the internet (and that the Client is solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by it in connection with use of the Services);
3.3.2 dedicated data back up or disaster recovery facilities (and the Client should ensure it at all times maintains backups of all Client Data); or
3.3.3 legal, accounting or other professional or regulated services and that, except as expressly stated in this Agreement, no assurance is given that the Services will comply with or satisfy any legal or regulatory obligation of any person.
4 Use of the Digital Investigative Board
4.1 The Client shall ensure that only they use their access to the Digital Investigative Board and that such use is at all times in accordance with this Agreement.
4.2 The Client agrees that they shall not share any of their access details to access the Digital Investigative Board with any other person.
4.3 Without prejudice to any other right or remedy of ReKnowledge, in the event the Client is in breach of clauses 4.1 or 4.2 then the warranties in clause 11.1 shall cease to apply for the duration of the period during which the Client is in breach of clause 4.1 or 4.2.
4.4 The Client shall be liable for the acts and omissions of anyone who uses their account in contravention of clause 4.1 or 4.2 as if they were its own.
4.5 If any password has been provided to an individual that is not the Client, the Client shall, without delay, disable any such password and notify ReKnowledge immediately.
4.6 The Client shall comply with all applicable laws, rules, and regulations governing export that apply to the Services, the Client Data and the Documentation (or any part), and shall not export or re-export, directly or indirectly, separately or as a part of a system, the Services, the Client Data or the Documentation (or any part) to, or access or use the Services, the Client Data or the Documentation (or any part) in, any country or territory for which an export licence or other approval is required under the laws of the United Kingdom, the United States, the European Union or any of its member states, without first obtaining such licence or other approval. Without prejudice to ReKnowledge’s obligations under the Data Protection Addendum, the Client shall be solely responsible for ensuring its access, importation and use of the Services, the Client Data and Documentation in or into any part of any country or territory complies with all export and other laws.
4.7 Clauses 4.4 to 4.6 (inclusive) shall survive termination or expiry of this Agreement.
5 Indemnity
5.1 The Client shall indemnify, keep indemnified and hold harmless ReKnowledge (on ReKnowledge’s own behalf and on behalf of each of ReKnowledge’s affiliates) from and against any losses, claims, damages, liability, Data Protection Losses, costs (including legal and other professional fees) and expenses incurred by it as a result of the Client’s breach of this Agreement.
5.2 This clause 5 shall survive termination or expiry of this Agreement.
6 Scheduled Maintenance
6.1 ReKnowledge will use reasonable endeavours to notify the Client in advance of scheduled maintenance but the Client acknowledges that it may receive no advance notification for downtime caused by Force Majeure or for other emergency maintenance.
7 Changes to services and terms
7.1 ReKnowledge may at its absolute discretion make, and notify the Client of, updated versions of the documents referred to in clause 1.2.1 or other documents referred to in any part of this Agreement from time to time by notifying the Client of such update by e-mail (together with a copy of the update or a link to a copy of the update) or by any other reasonable means which ReKnowledge elects (Update Notification). ReKnowledge will comply with its related obligations in the Data Protection Addendum.
7.2 The document(s) subject to such Update Notification shall replace the preceding version of the same document(s) for the purposes of this Agreement from the date 30 Business Days’ after Update Notification of such revised document(s) (the Update) (or at such later date as ReKnowledge may specify).
7.3 In the event that the Client reasonably believes that any Update materially impacts it negatively in any manner they may, in accordance with their general cancellation right, cancel their subscription to the Digital Investigative Board at any time and it will end after the month the Client has just paid for. The Client agrees that if they do decide to cancel, they will not be entitled to any refunds for any charges already paid but they will continue to have access for the month they have paid for.
7.4 The Client acknowledges that ReKnowledge shall be entitled to modify the features and functionality of the Services. ReKnowledge shall use reasonable endeavours to ensure that any such modification does not materially adversely affect the use of the Digital Investigative Board(s) by ReKnowledge’s clients generally.
7.5 ReKnowledge may, without limitation to the generality of this clause 7.5, establish new limits on the Services (or any part), including limiting the volume of data which may be used, stored or transmitted in connection with the Service, remove or restrict application programming interfaces or make alterations to data retention periods, provided such changes are introduced by Update to the relevant impacted contractual documents. ReKnowledge will comply with its related obligations in the Data Protection Addendum.
7.6 Where the Client determines that any changes made under clauses 7.4 or 7.5 do materially affect them, in accordance with their general cancellation right, they may cancel their subscription to the Digital Investigative Board at any time and it will end after the month the Client has just paid for. The Client agrees that if they do decide to cancel, they will not be entitled to any refunds for any charges already paid but they will continue to have access for the month they have paid for.
8 Fees and payment
8.1 The Client agrees that the first payment of the Subscription Fee will be taken as soon as the Client is granted access to the Digital Investigative Board. The Client agrees that they will then be charged automatically and without notice each month for access to and use of the Digital Investigative Board until the Client’s subscription is cancelled by the Client or cancelled or terminated by ReKnowledge.
8.2 All payments are processed by ReKnowledge’s payment provider Stripe. In order to use their payment system, the Client agrees to enter into a separate relationship directly with Stripe on the following terms which apply in addition to this Agreement: https://stripe.com/gb/legal.
8.3 The Subscription Fee is exclusive of VAT unless stated otherwise which shall be payable by the Client at the rate and in the manner prescribed by law.
8.4 The Client agrees that ReKnowledge may increase the Subscription Fee by emailing the Client at least 30 days before any price increase is due to take place. Upon receiving this email, the Client will be able to tell ReKnowledge that they do not agree to the price increase and, where the Client does so, the Client’s subscription will be cancelled at the end of the month they have paid for without being charged the increased price.
8.5 Where the Client informs ReKnowledge that they agree with the price change or do not tell ReKnowledge that they disagree with the price change, the price will be increased for the Client’s next month’s payment and will be charged in accordance with clauses 8.1 and 8.2.
8.6 ReKnowledge shall have the right to charge interest on overdue payments at the rate of 8% per year above the base rate of the Bank of England, calculated from the date when the payment became due for payment up to and including the date of actual payment whether before or after judgment.
9 Cancellation
9.1 The Client’s subscription to the Digital Investigative Board will:
9.1.1 where the Client chooses a monthly subscription, continue on a month by month recurring basis until the Client cancels it or it is cancelled or terminated by ReKnowledge; or
9.1.2 where the Client chooses a monthly subscription, continue on a month by month recurring basis until the Client cancels it or it is cancelled or terminated by ReKnowledge.
9.2 The Client may cancel their subscription to the Digital Investigative Board at any time and it will end:-
9.2.1 where the Client chooses a monthly subscription, after the month the Client has just paid for; or
9.2.2 where the Client chooses a yearly subscription, after the year the Client has just paid for.
9.3 The Client agrees that if they do decide to cancel, they will not be entitled to any refunds for any charges already paid but they will continue to have access for the month or year (as applicable) they have paid for.
9.4 The Client agrees that ReKnowledge may cancel the Client’s subscription at the end of any month the Client has paid for by ReKnowledge letting the Client know by email at least a week before the end of that month. The Client agrees that if ReKnowledge does decide to cancel under this clause, the Client will not be entitled to any refunds for any charges already paid but they will continue to have access for the month they have paid for.
10 Free trial
10.1 The Client’s subscription to the Digital Investigative Board may start with a Free or Trial Service. The duration of the Free or Trial Service will be specified during sign up on the subscription plans page https://marketplace.reknowledge.tech/.
10.2 The Client agrees that they may not be eligible for a Free or Trial Service and that it is ReKnowledge’s decision in their absolute discretion as to who is eligible for a Free or Trial Service. The Client agrees that ReKnowledge may revoke their Free or Trial Service if ReKnowledge determines that the Client is not eligible for a Free or Trial Service.
10.3 The Client may cancel their subscription at any time up to the end of the Free or Trial Service period. If the Client does not cancel their subscription within the Free or Trial Service period, the Client agrees to be charged in accordance with clauses 8.1 and 8.2 and the Client further agrees that their subscription will continue on a month by month in accordance with clause 9.1.
11 Warranties
11.1 Subject to the remainder of this clause 11, ReKnowledge warrants that:
11.1.1 the Digital Investigative Board shall operate materially in accordance with its Description when used in accordance with this Agreement under normal use and normal circumstances during the Client’s subscription to the Digital Investigative Board; and
11.1.2 it will provide each of the Services with reasonable care and skill.
11.2 The Client acknowledges that clause 11.1 does not apply to Free or Trial Services. Without prejudice to ReKnowledge’s obligations under the Agreement in respect of Protected Data and Free or Trial Services provided in connection with the same are provided ‘as is’ and without warranty to the maximum extent permitted by law.
11.3 The Services may be subject to delays, interruptions, errors or other problems resulting from use of the internet or public electronic communications networks used by the parties or third parties. The Client acknowledges that such risks are inherent in technological services and that ReKnowledge shall have no liability for any such delays, interruptions, errors or other problems.
11.4 Due to the nature of rapidly advancing technology, the Client acknowledges that ReKnowledge can in no way guarantee that the Services and associated Applications will not be subject to security breaches, hacks, viruses or unexpected data deletion and accepts no responsibility or liability for any problems, losses or damages caused by any security breaches, hacks, viruses or unexpected data deletion or similar occurrences.
11.5 If there is a breach of any warranty in clause 11.1, ReKnowledge shall at its option: use reasonable endeavours to repair or replace the impacted Services within a reasonable time or (whether or not it has first attempted to repair or replace the impacted Service) refund the Subscription Fee for the impacted Services which were otherwise payable for the period during which ReKnowledge was in breach of any such warranty (provided such period is at least 5 consecutive days). To the maximum extent permitted by law, this clause 11.5 sets out the Client’s sole and exclusive remedy (however arising, whether in contract, negligence or otherwise) for any breach of any of the warranties in clause 11.1.
11.6 The warranties in clause 11.1 are subject to the limitations set out in clause 20 and shall not apply to the extent that any error in the Services arises as a result of:
11.6.1 incorrect operation or use of the Services by the Client (including any failure to follow the Documentation or failure to meet minimum specifications);
11.6.2 use of any of the Services other than for the purposes for which it is intended;
11.6.3 use of any Services with other software or services or on equipment with which it is incompatible (unless ReKnowledge recommended or required the use of that other software or service or equipment in the training zone (https://blog.reknowledge.tech/training_zone);
11.6.4 any act by any third party (including hacking or the introduction of any virus or malicious code);
11.6.5 any modification of Services (other than that undertaken by ReKnowledge or at its direction); or
11.6.6 any breach of this Agreement by the Client.
11.7 ReKnowledge may make Non-ReKnowledge Materials available for the Client’s use in connection with the Services. The Client agrees that:
11.7.1 ReKnowledge has no responsibility for the use or consequences of use of any Non-ReKnowledge Materials;
11.7.2 the Client’s use of any Non-ReKnowledge Materials shall be governed by the applicable terms between the Client and the owner or licensor of the relevant Non-ReKnowledge Materials;
11.7.3 the Client is solely responsible for any Non-ReKnowledge Materials used in connection with the Services and for compliance with all applicable third party terms which may govern the use of such Non-ReKnowledge Materials; and
11.7.4 the continued availability, compatibility with the Services and performance of the Non-ReKnowledge Materials is outside the control of ReKnowledge and ReKnowledge has no responsibility for any unavailability of or degradation in the Services to the extent resulting from the availability, incompatibility or performance of any of the Non-ReKnowledge Materials;
11.8 The Client acknowledges that no liability or obligation is accepted by ReKnowledge (howsoever arising whether under contract, tort, in negligence or otherwise):
11.8.1 that the Digital Investigative Board shall meet the Client’s individual needs, whether or not such needs have been communicated to ReKnowledge;
11.8.2 for any damage caused to any computer or system on which the Digital Investigative Board is used or on which any Applications are installed;
11.8.3 that the operation of the Digital Investigative Board shall not be subject to minor errors or defects; or
11.8.4 that the Digital Investigative Board shall be compatible and/or function correctly with any other software (including internet browsers) or service or with any hardware or equipment except to the extent expressly referred to as compatible in https://blog.reknowledge.tech/training_zone
11.9 The Client acknowledges that ReKnowledge provides no warranty or guarantee in relation to the Applications.
11.10 Other than as set out in this clause 11, and subject to clause 20.6, all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.
12 Client’s responsibilities
12.1 The Client shall at all times comply with all applicable laws relating to the use or receipt of the Services, including laws relating to privacy, data protection and use of systems and communications.
12.2 The Client warrants that they will only use the Digital Investigative Board for non-personal use.
13 Intellectual property
13.1 All Intellectual Property Rights in and to the Services (including in all Applications, Documentation and all ReKnowledge Provided Materials) belong to and shall remain vested in ReKnowledge or the relevant third party owner. To the extent that the Client or any person acting on its or their behalf acquires any Intellectual Property Rights in the Applications, Documentation, ReKnowledge Provided Materials or any other part of the Services, the Client shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to ReKnowledge or such third party as ReKnowledge may elect. The Client shall execute all such documents and do such things as ReKnowledge may consider necessary to give effect to this clause 13.1.
13.2 The Client may be able to store or transmit Client Data using the Digital Investigative Board and the Digital Investigative Board may interact with Client Systems. The Client hereby grants a royalty-free, non-transferable, non-exclusive licence for ReKnowledge (and each of its direct and indirect sub-contractors) to use, copy and other otherwise utilise the Client Data and Client Systems to the extent necessary to perform or provide the Services or to exercise or perform ReKnowledge’s rights, remedies and obligations under this Agreement.
13.3 To the extent Non-ReKnowledge Materials are made available to, or used by or on behalf of the Client in connection with the use or provision of the Digital Investigative Board, such use of Non-ReKnowledge Materials (including all licence terms) shall be exclusively governed by applicable third party terms notified or made available by ReKnowledge or the third party and not by this Agreement. ReKnowledge grants no Intellectual Property Rights or other rights in connection with any Non-ReKnowledge Materials.
13.4 ReKnowledge may use any feedback and suggestions for improvement relating to the Services provided by the Client without charge or limitation (Feedback). The Client hereby assigns (or shall procure the assignment of) all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to ReKnowledge at the time such Feedback is first provided to ReKnowledge.
13.5 The Client hereby waives (and shall ensure all relevant third parties have waived) all rights to be identified as the author of any work, to object to derogatory treatment of that work and all other moral rights in the Intellectual Property Rights assigned to ReKnowledge under this Agreement.
13.6 Except for the rights expressly granted in this Agreement, the Client and their direct and indirect sub-contractors shall not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Services (or any part including the Applications or Documentation) and no Intellectual Property Rights of either party are transferred or licensed as a result of this Agreement.
13.7 This clause 13 shall survive the termination or expiry of this Agreement.
14 Client Systems and Client Data
14.1 Client Data shall at all times remain the property of the Client or its licensors.
14.2 Except to the extent ReKnowledge has direct obligations under data protection laws, the Client acknowledges that ReKnowledge has no control over any Client Data hosted as part of the provision of the Services and may not actively monitor or have access to the content of the Client Data. The Client shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Client Data and that its use (including use in connection with the Service) complies with all applicable laws and Intellectual Property Rights.
14.3 If ReKnowledge becomes aware of any allegation that any Client Data may not comply with the Website Terms and Conditions or any other part of this Agreement, ReKnowledge shall have the right but not the obligation to permanently delete or otherwise remove or suspend access to any Client Data which is suspected of being in breach of any of the foregoing from the Services and/or disclose Client Data to law enforcement authorities (in each case without the need to consult the Client). Where reasonably practicable and lawful ReKnowledge shall notify the Client before taking such action.
14.4 ReKnowledge shall not be obliged to provide the Client with any assistance extracting, transferring or recovering any data. The Client acknowledges and agrees that it is responsible for maintaining safe backups and copies of any Client Data, including as necessary to ensure the continuation of the Client’s business. The Client shall, without limitation, ensure that it backs up (or procures the back up of) all Client Data regularly (in accordance with its needs) and extracts it from the Digital Investigative Board prior to the termination or expiry of this Agreement or the cessation or suspension of any of the Services.
14.5 ReKnowledge routinely undertakes regular backups of the Digital Investigative Board (which may include Client Data) for its own business continuity purposes. The Client acknowledges that such steps do not in any way make ReKnowledge responsible for ensuring the Client Data does not become inaccessible, damaged or corrupted. To the maximum extent permitted by applicable law, ReKnowledge shall not be responsible (under any legal theory, including in negligence) for any loss of availability of, or corruption or damage to, any Client Data.
14.6 The Client hereby instructs that ReKnowledge shall within 60 days of the earlier of the end of the provision of the Services (or any part) relating to the processing of the Client Data securely dispose of such Client Data processed in relation to the Services (or any part) which have ended (and all existing copies of it) except to the extent that any Applicable Laws (as defined in the Data Protection Addendum) requires ReKnowledge to store such Client Data. ReKnowledge shall have no liability (howsoever arising, including in negligence) for any deletion or destruction of any such Client Data undertaken in accordance with this Agreement.
15 Confidentiality and security of Client Data
15.1 ReKnowledge shall maintain the confidentiality of the Client Data and shall not without the prior written consent of the Client or in accordance with this Agreement, disclose or copy the Client Data other than as necessary for the performance of the Services or its express rights and obligations under this Agreement.
15.2 ReKnowledge:
15.2.1 undertakes to disclose the Client Data only to those of its officers, employees, agents, contractors and direct and indirect sub-contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under this Agreement or as otherwise reasonably necessary for the provision or receipt of the Services, and
15.2.2 shall be responsible to the Client for any acts or omissions of any of the persons referred to in clause 16.2.1 in respect of the confidentiality and security of the Client Data as if they were ReKnowledge’s own.
15.3 The provisions of this clause 16 shall not apply to information which:
15.3.1 is or comes into the public domain through no fault of ReKnowledge, its officers, employees, agents or contractors;
15.3.2 is lawfully received by ReKnowledge from a third party free of any obligation of confidence at the time of its disclosure;
15.3.3 is independently developed by ReKnowledge (or any of its affiliates or any person acting on its or their behalf), without access to or use of such Confidential Information; or
15.3.4 is required by law, by court or governmental or regulatory order to be disclosed,
provided that clauses 16.3.1 to 16.3.3 (inclusive) shall not apply to Protected Data.
15.4 This clause 16 shall survive the termination or expiry of this Agreement for a period of ten years.
15.5 To the extent any Client Data is Protected Data, ReKnowledge shall ensure that such Client Data may be disclosed or used only to the extent such disclosure or use does not conflict with any of ReKnowledge’s obligations under the Data Protection Addendum. Clauses 16.1 to 16.4 (inclusive) are subject to this clause 16.5.
16 ReKnowledge’s Confidential Information
16.1 The Client shall maintain the confidentiality of ReKnowledge’s Confidential Information and shall not without the prior written consent of ReKnowledge, disclose, copy or modify ReKnowledge’s Confidential Information (or permit others to do so) other than as necessary for the performance of its express rights and obligations under this Agreement.
16.2 The Client undertakes to:
16.2.1 disclose ReKnowledge’s Confidential Information only to those of its officers, employees, agents and contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under this Agreement;
16.2.2 procure that such persons are made aware of and agree in writing to observe the obligations in this clause 17; and
16.2.3 be responsible for the acts and omissions of those third parties referred to in this clause 17.2 as if they were the Client’s own acts or omissions.
16.3 The Client shall give notice to ReKnowledge of any unauthorised use, disclosure, theft or loss of ReKnowledge’s Confidential Information immediately upon becoming aware of the same.
16.4 The provisions of this clause 17 shall not apply to information which:
16.4.1 is or comes into the public domain through no fault of the Client, its officers, employees, agents or contractors;
16.4.2 is lawfully received by the Client from a third party free of any obligation of confidence at the time of its disclosure;
16.4.3 is independently developed by the Client, without access to or use of ReKnowledge’s Confidential Information; or
16.4.4 is required by law, by court or governmental or regulatory order to be disclosed provided that the Client, where possible, notifies ReKnowledge at the earliest opportunity before making any disclosure.
16.5 This clause 17 shall survive the termination or expiry of this Agreement for a period of ten years.
17 Monitoring compliance
17.1 ReKnowledge may monitor, collect, store and use information on the use and performance of the Services (including Client Data) to detect threats or errors to the Services and/or ReKnowledge’s operations and for the purposes of the further development and improvement of ReKnowledge’s services, provided that such activities at all times comply with the Privacy Policy and Data Protection Addendum.
17.2 This clause 18 shall survive termination or expiry of this Agreement for a period of 12 months.
18 Relief
To the maximum extent permitted by law, ReKnowledge shall not be liable (under any legal theory, including negligence) for any breach, delay or default in the performance of this Agreement to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by any Relief Event.
19 Limitation of liability
19.1 The extent of ReKnowledge’s liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation or under any indemnity) shall be as set out in this clause 20.
19.2 Subject to clauses 20.2 and 20.6, ReKnowledge’s aggregate liability howsoever arising under or in connection with this Agreement shall not exceed the greater of:
19.2.1 an amount equal to the Subscription Fees paid to ReKnowledge by the Client in the 12-month period immediately preceding the first incident giving rise to any claim under this Agreement; or
19.2.2 an amount equal to 12 times the Subscription Fees due or paid to ReKnowledge for the first month of the Client’s subscription to the Digital Investigative Board.
19.3 Subject to clause 20.6, ReKnowledge’s aggregate liability in respect of each individual Free or Trial Service (howsoever arising under or in connection with this Agreement) shall not exceed £49.
19.4 Subject to clause 20.6, ReKnowledge shall not be liable for consequential, indirect or special losses.
19.5 Subject to clause 20.6, ReKnowledge shall not be liable for any of the following (whether direct or indirect):
19.5.1 loss of profit;
19.5.2 destruction, loss of use or corruption of data;
19.5.3 loss or corruption of software or systems;
19.5.4 loss or damage to equipment;
19.5.5 loss of use;
19.5.6 loss of production;
19.5.7 loss of contract;
19.5.8 loss of opportunity;
19.5.9 loss of savings, discount or rebate (whether actual or anticipated); and/or
19.5.10 harm to reputation or loss of goodwill.
19.6 Notwithstanding any other provision of this Agreement, ReKnowledge’s liability shall not be limited in any way in respect of the following:
19.6.1 death or personal injury caused by negligence;
19.6.2 fraud or fraudulent misrepresentation; or
19.6.3 any other losses which cannot be excluded or limited by applicable law.
19.7 This clause 20 shall survive the termination or expiry of this Agreement.
20 Suspension
20.1 ReKnowledge may suspend the Client’s access to all or any part of the Services if:
20.1.1 ReKnowledge suspects that there has been any misuse of the Services or breach of this Agreement; or
20.1.2 the Client fails to pay any sums due to ReKnowledge by the due date for payment.
20.2 Where the reason for the suspension is suspected misuse of the Services or breach of this Agreement, without prejudice to its rights under
this Agreement, ReKnowledge will take steps to investigate the issue and may restore or continue to suspend access at its discretion.
20.3 In relation to suspensions under clause 21.1.2, access to the Services will be restored promptly after ReKnowledge receives payment in full and cleared funds.
20.4 The Subscription Fee shall remain payable during any period of suspension notwithstanding that the Client may not have access to the Services.
21 Term and termination
21.1 This Agreement shall come into force on Order Acceptance and, unless terminated earlier in accordance with its terms, shall continue until the Client’s subscription is cancelled in accordance with clause 9.2 or 9.3.
21.2 ReKnowledge may terminate this Agreement immediately at any time by giving notice in writing to the Client if:
21.2.1 the Client commits a material breach of this Agreement and such breach is not remediable;
21.2.2 the Client commits a material breach of this Agreement which is not remedied within 20 Business Days of receiving written notice of such breach; or
21.2.3 the Client has failed to pay any amount due under this Agreement on the due date and such amount remains unpaid within 20 Business Days after the Client has received notification that the payment is overdue.
21.3 ReKnowledge may terminate or suspend the provision of Free or Trial Services at any time with or without notice.
21.4 Any breach by the Client of the Website Terms and Conditions or of clauses clauses 4 or 13 shall be deemed a material breach of this Agreement which is not remediable.
22 Consequences of termination
22.1 Immediately on termination or expiry of this Agreement (for any reason), the rights granted by ReKnowledge under this Agreement shall terminate and the Client shall:
22.1.1 stop using the Services; and
22.1.2 destroy and delete or, if requested by ReKnowledge, return any copies of the Documentation in its possession or control (or in the possession or control of any person acting on behalf of any of them).
22.2 Any clauses in these Subscription Terms that are expressly stated, or by implication intended, to apply after expiry or termination of the Agreement shall continue in full force and effect after such expiry or termination.
22.3 Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry and shall not affect any provision of this Agreement that is expressly or by implication intended to continue beyond termination.
23 Entire agreement
23.1 This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.
23.2 Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement.
23.3 Nothing in this Agreement shall limit or exclude any liability for fraud.
24 Notices
24.1 Any notice given by a party under this Agreement shall be:
24.1.1 in writing and in English;
24.1.2 signed by, or on behalf of, the party giving it (except for notices sent by email); and
24.1.3 sent to the relevant party at the address set out in clause 25.3.
24.2 Notices may be given, and are deemed received:
24.2.1 by hand: on receipt of a signature at the time of delivery;
24.2.2 by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;
24.2.3 by Royal Mail International Tracked & Signed post: at 9.00 am on the fourth Business Day after posting; and
24.2.4 by email: on receipt of a read receipt email from the correct address.
24.3 Notices shall be sent to:
24.3.1 in the case of those to ReKnowledge, to ReKnowledge Ltd at:
107-111 Fleet Street, London, England, EC4A 2AB; or
[email protected].
24.3.2 in the case of those to the Client, to any email or physical address or contact details provided by the Client to ReKnowledge when they subscribed to the Service (as updated from time to time pursuant to clause 25.4).
24.4 Any change to the contact details of a party as set out in clause 25.3 shall be notified to the other party in accordance with clause 25.1 and shall be effective:
24.4.1 on the date specified in the notice as being the date of such change; or
24.4.2 if no date is so specified, five Business Days after the notice is deemed to be received.
24.5 This clause does not apply to notices given in legal proceedings or arbitration.
25 Variation
25.1 No variation of this Agreement shall be valid or effective unless it is:
25.1.1 an Update made in accordance with this Agreement; or
25.1.2 made in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.
26 Assignment and subcontracting
26.1 Except as expressly provided in this Agreement, ReKnowledge may at any time assign, sub-contract, sub-licence (including by multi-tier), transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under this Agreement.
26.2 Except as expressly permitted by this Agreement, the Client shall not assign, transfer, sub-contract, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under this Agreement (including the licence rights granted), in whole or in part, without ReKnowledge’s prior written consent.
27 Set off
Each party shall pay all sums that it owes to the other party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
28 No partnership or agency
The parties are independent and are not partners or principal and agent and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.
29 Severance
29.1 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.
29.2 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
30 Waiver
30.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
30.2 No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or
the exercise of any other right, power or remedy.
30.3 A waiver of any term, provision, condition or breach of this Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.
31 Costs and expenses
Each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of this Agreement (and any documents referred to in it).
32 Third party rights
A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.
33 Authority
Each party represents and warrants to the other that it has the right, power and authority to enter into this Agreement and grant to the other the rights (if any) contemplated in this Agreement and to perform its obligations under this Agreement.
34 Governing law
This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
35 Jurisdiction
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).
THE SCHEDULE
DEFINITIONS AND INTERPRETATION
DEFINITIONS AND INTERPRETATION
1 In this Agreement:
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Applications
Business Day
Client Data
Client Systems
Data Protection Losses
Data Protection Addendum
Documentation Force Majeure
Free or Trial Service
Intellectual Property Rights
Materials
Non-ReKnowledge Materials
Open Source Software
Permitted Downtime
Permitted Purpose
Policies
Protected Data
ReKnowledge
ReKnowledge Provided Materials
ReKnowledge’s Confidential Information
Relief Event
Service Hours
Services
Software Licence
Subscription Fee
Subscription Terms
Update
Update Notification
VAT
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means the software or applications used by or on behalf of ReKnowledge to provide the Digital Investigative Board;
means a day other than a Saturday, Sunday or bank or public holiday in England;
means the person subscribing to the Digital Investigative Board;
means all data (in any form) that is provided to ReKnowledge or uploaded or hosted on any part of the Digital Investigative Board by the Client (but excluding Feedback as defined in clause 13.4);
means all software and systems used by or on behalf of the Client any of their direct or indirect sub-contractors in connection with the provision or receipt any of the Services or that the Services otherwise, link, inter-operate or interface with or utilise (in each case whether directly or indirectly);
means the addendum identifying certain respective rights and obligations of the parties’ in respect of personal data and privacy under this Agreement (as Updated from time to time), which as at Order Acceptance is the latest version available at https://www.reknowledge.tech/data_processing_agreement.html;
has the meaning given to that term in the Data Protection Addendum;
means the Digital; Investigative Board service to which the has subscribed;
means:
(a) the description of the Digital Investigative Board (as updated from time to time), which as at is the latest version available at www.reknowledge.tech (the Description); (b) in respect of each The Digital Investigative Board, the relevant instructions as to how to use that part of the Services made available by ReKnowledge at https://blog.reknowledge.tech/training_zone (as Updated from time to time) (the User Manual); means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under this Agreement (provided that an inability to pay is not Force Majeure), including any matters relating to transfer of data over public communications networks and any delays or problems associated with any such networks or with the internet;
means access to and use of the Digital Investigative Board being provided on a trial basis or provided without charge (for the duration of the period during which it is provided on such basis);
means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:
(a) whether registered or not; (b) including any applications to protect or register such rights; (c) including all renewals and extensions of such rights or applications; (d) whether vested, contingent or future; and (e) wherever existing means all services, data, information, content, Intellectual Property Rights, websites, software and other materials provided by or on behalf of ReKnowledge in connection with the Services, but excluding all Client Data;
means 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-ReKnowledge Materials which may be linked to, interact with or used by the Services) and all other Materials expressly identified as Non-ReKnowledge Materials in this Agreement;
means any software subject to a version of the General Public Licence, together with any other ‘open source’ software falling within the Open Source Definition issued by the Open Source Initiative (www.opensource.org/docs/osd) at the date of this Agreement and any ‘free software’ as defined by the Free Software Foundation (www.gnu.org/philosophy/free-sw.html) at the date of this Agreement;
means:
(a) scheduled maintenance; (b) emergency maintenance; or (c) downtime caused in whole or part by Force Majeure. means use solely for the Client’s internal business operations in accordance with the applicable Documentation and this Agreement. Permitted Purpose expressly excludes any of the following to the maximum extent permitted by law:
(a) copying, reproducing, publishing, distributing, redistributing, broadcasting, transmitting, modifying, adapting, editing, abstracting, storing, archiving, displaying publicly or to third parties, selling, licensing, leasing, renting, assigning, transferring, disclosing (in each case whether or not for charge) or in any way commercially exploiting any part of the Digital Investigative Board or Documentation ; (b) permitting any use of the Digital Investigative Board or Documentation in any manner by any third party (including permitting use in connection with any timesharing or service bureau, outsourced or similar service to third parties or making the Digital Investigative Board or Documentation (or any part) available to any third party or allowing or permitting a third party to do any of the foregoing; (c) combining, merging or otherwise permitting the Digital Investigative Board (or any part of it or any Application) to become incorporated in any other program or service, or arranging or creating derivative works based on it (in whole or in part); or (d) attempting to reverse engineer, observe, study or test the functioning of or decompile the or the Digital Investigative Board (or any part), except as expressly permitted under this Agreement. means each of the following:
(a) ReKnowledge’s policy on acceptable use of the Services (as Updated from time to time), which as at Order Acceptance is the latest version available at https://www.reknowledge.tech/website_terms_and_conditions.html (the Website Terms and Conditions); and (b) ReKnowledge’s privacy policy in relation to the Services (as Updated from time to time), which as at Order Acceptance is the latest version available at https://www.reknowledge.tech/privacypolicy.html (the Privacy Policy); has the meaning given in the Data Protection Addendum (https://www.reknowledge.tech/data_processing_agreement.html);
means reKnowledge Ltd, a company registered in England and Wales with company number 12027695 at 107-111 Fleet Street, London, England, EC4A 2AB;
means all of the Materials provided or made available by or on behalf of ReKnowledge, but excluding all Client Data and all Non-ReKnowledge Materials;
means all information (whether in oral, written or electronic form) relating to ReKnowledge’s business which may reasonably be considered to be confidential in nature including information relating to ReKnowledge’s technology, know-how, Intellectual Property Rights, assets, finances, strategy, products and Clients. All information relating to the User Manual, the Description and any other technical or operational specifications or data relating to the Digital Investigative Board shall be part of ReKnowledge’s Confidential Information;
means:
(a) any breach of this Agreement by the Client; or (b) any Force Majeure; means Monday to Friday 9 am - 5 pm UK time excluding Permitted Downtime;
means access to and use of the Digital Investigative Board;
means the licence relating to the software required to access the Digital Investigative Board which is found at https://www.reknowledge.tech/software_licence.html;
means the fees payable by the Client to access and use the Digital Investigative Board as set out from time to time at https://marketplace.reknowledge.tech/plans;
means the terms set out in the clauses and other provisions of this document (including the schedule), as Updated from time to time;
has the meaning given in clause 7.2, and Updated shall be construed accordingly;
has the meaning given in clause 7.1; and
means United Kingdom value added tax, any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom.
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2 In this Agreement, unless otherwise stated:
2.1 the table of contents, background section and the clause, paragraph, schedule or other headings in this Agreement are included for convenience only and shall have no effect on interpretation;
2.2 ReKnowledge and the Client are together the parties and each a party, and a reference to a party includes that party’s successors and permitted assigns;
2.3 words in the singular include the plural and vice versa;
2.4 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
2.5 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (including email);
2.6 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time and a reference to legislation includes all subordinate legislation made from time to time under that legislation; and
2.7 a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.
THE SCHEDULE
DATA PROCESSING DETAILS
DATA PROCESSING DETAILS
Subject-matter of processing:
The performance of each parties respective rights and obligations under the Agreement and the delivery and receipt of the Services under the Agreement.
Duration of the processing:
Until the earlier of final termination or final expiry of the Agreement, except as otherwise expressly stated in the Agreement.
Nature and purpose of the processing:
Type of Personal Data:
The processing shall include all types of Personal Data provided by the Client to ReKnowledge.
Categories of Data Subjects:
The Client and any other Data Subjects whose Personal Data is provided by the Client to ReKnowledge.
Special categories of Personal Data:
The processing shall include special categories of Personal Data where this is provided by the Client to ReKnowledge. By instructing ReKnowledge to process such data, the Client warrants to ReKnowledge that one or more of the grounds under Paragraph 2 of Article 9 of the GDPR applies.
The performance of each parties respective rights and obligations under the Agreement and the delivery and receipt of the Services under the Agreement.
Duration of the processing:
Until the earlier of final termination or final expiry of the Agreement, except as otherwise expressly stated in the Agreement.
Nature and purpose of the processing:
- processing in accordance with the rights and obligations of the parties under the Agreement;
- processing as reasonably required to provide the Services; and/or
- processing as initiated, requested or instructed by the Client in connection with their use of the Services in each case in a manner consistent with the Agreement.
Type of Personal Data:
The processing shall include all types of Personal Data provided by the Client to ReKnowledge.
Categories of Data Subjects:
The Client and any other Data Subjects whose Personal Data is provided by the Client to ReKnowledge.
Special categories of Personal Data:
The processing shall include special categories of Personal Data where this is provided by the Client to ReKnowledge. By instructing ReKnowledge to process such data, the Client warrants to ReKnowledge that one or more of the grounds under Paragraph 2 of Article 9 of the GDPR applies.
