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user license agreement

  1. Agreement
    1. By signing the Initial Requirements Document, the person doing so (the Client) is entering into an agreement - the Policy Central Subscription Agreement - with Kbase Connect Ltd on, and subject to, these terms.
    2. The Policy Central Subscription Agreement does not include any term other than those explicitly stated in the Client Policy Central Documents, and any which would otherwise be implied, whether it would be implied by law or by virtue of any circumstances, any previous transactions between the Client and Kbase Connect, any general commercial practices, or the nature of the Client Policy Central or the Services or otherwise (including any relating to functionality, performance, quality or fitness for purpose) are excluded.
    3. These terms and the other Client Policy Central Documents are to be interpreted in accordance with Clause 21.
  2. Services
    1. Kbase Connect will, in accordance with these terms, create and host a version of the Kbase Connect Policy Central product which reflects the Initial Requirements Document (the Client Policy Central).
    2. Kbase Connect will maintain the Client Policy Central and provide support for it in accordance with clause 6.
  3. Client Material
    1. The Client will supply the Client Material to Kbase Connect in accordance with the Initial Requirements Document.
    2. The Client warrants that it has all rights and permissions which are necessary for it to supply the Client Material, to include it in the Client Policy Central, and to authorise Kbase Connect to use it in accordance with the Policy Central Subscription Agreement.
  4. Testing and Acceptance
    1. Kbase Connect will inform the Client when the Client Policy Central is available for the Client to test and, if one is necessary, will provide the Client with a URL and password to enable the Client to review it and test it.
    2. The Client will test the Client Policy Central to determine whether it is Compliant.
    3. If the Client is satisfied that the Client Policy Central is Compliant, the Client will promptly give Kbase Connect notice of this (an Acceptance Notice). If the Client Policy Central is not Compliant, the Client will promptly give Kbase Connect notice of this, including full details of why it is not Compliant (a Rejection Notice).
    4. If the Client has served a valid Rejection Notice, Kbase Connect will modify and resubmit the Client Policy Central.
    5. Clauses 4.1 - 4.4 apply to each version of the Client Policy Central submitted for testing until such time as a version is Compliant or the Client terminates the Policy Central Subscription Agreement pursuant to Clause 17.2.
    6. The Client will be deemed to have accepted the Client Policy Central at the earliest of the following times:
      1. When the client has had a version available for testing for 7 days and has not served a valid Rejection Notice;
      2. When the Client has used the Client Policy Central for any purpose other than determining whether it is Compliant;
      3. When the Client has used the Client Policy Central in a live environment.
  5. Hosting
    1. This Clause 5 applies after the Client has given Kbase Connect an Acceptance Notice.
    2. Kbase Connect will arrange for the Client Policy Central to be hosted on the Equipment and to be accessible in accordance with the availability and performance levels described in the Client Policy Central Documents.
    3. Kbase Connect will take reasonable steps to secure the Client Policy Central against unauthorised changes while it is being hosted pursuant to this Clause 5 by requiring the use of an administration password known only to the Client. The Client will keep the password secret.
  6. Maintenance and Support
    1. This Clause 6 applies after the Client has given Kbase Connect an Acceptance Notice and for so long as the Client has paid the Charges.
    2. Kbase Connect will provide advice by telephone and e-mail to the Client Representative in order to help the Client use the Client Policy Central. The Client warrants that the Client Representative is competent at using and managing systems like the Client Policy Central.
    3. If the Client notifies Kbase Connect of a problem that the Client is having with the Client Policy Central:
      1. If the problem is due to a Policy Central Defect, Kbase Connect will take reasonable commercial steps to investigate that problem and to resolve it in accordance with the Maintenance and Support Service Levels. Kbase Connect will promptly notify the Client if it believes that it will not be able to resolve the problem in accordance with those service levels.
      2. If the problem is not a Policy Central Defect (whether that is known at the outset or is shown to be the case later), Kbase Connect will take reasonable commercial steps to investigate it and to either fix it or reduce its impact, but it does not give any commitment that it will do so in accordance with the Maintenance and Support Service Levels and the Client will pay for this work at Kbase Connect's then current rates.
  7. Licence and permitted use
    1. The Client's subscription gives the Client access to the Client Policy Central, and a limited licence to use it on, and subject to, these terms. The Client does not acquire any title, right or interest to or in the Client Policy Central.
    2. Kbase Connect grants the Client a non-exclusive licence under the IPR in Policy Central which belongs to, or is licensed to, Kbase Connect to use the Policy Central editor to attach its own documents to the Client Policy Central so as to make them available to those of its staff covered by the Client's subscription.
    3. The Client is not permitted to use the Client Policy Central in any other way, and in particular:
      1. The Client must not permit any person other than the Client's employees to use the Client Policy Central.
      2. The Client must not avoid or circumvent any feature of Policy Central that is intended to protect the security or privacy of the application or any material or information in it, or which is intended to restrict access to any of these.
  8. Charges and Payment
    1. The Client will pay the Charges in advance and in accordance with these terms. The Charges shown do not include VAT, which Kbase Connect will add (and the Client will pay) at the applicable rate.
    2. Kbase Connect may vary the Charges by serving a notice at least 60 days' before the changes are due to take effect. If the Client does not wish to accept an increase in the Charges, it may bring the Policy Central Subscription Agreement to an end by serving a termination notice within 30 days of being served with the notice of the increase.
    3. If Kbase Connect does not receive any monies by the time they are payable:
      1. It may suspend the Client's use of the Client Policy Central.
      2. It may charge interest on them from when they became payable until they have been received in cleared funds. Interest will accrue daily at the rate of 4% above the base lending rate from time to time of the Bank of England. If Kbase Connect obtains judgment for any monies, interest accrues at this rate before and after that judgment.
    4. Kbase Connect's obligations under the Policy Central Subscription Agreement are suspended while any monies which are due and payable to it under that agreement remain unpaid.
    5. Kbase Connect may set off against any liability it has to the Client any monies which are due from the Client under the Policy Central Subscription Agreement or any other agreement.
  9. Intellectual property rights
    1. Kbase Connect does not have any reason to believe that the Client's use of the Client Policy Central in accordance with the Policy Central Subscription Agreement will infringe a third party's IPR, but it has not undertaken any investigation regarding any third party's IPR and it is not obliged to do so.
    2. The Client shall not acquire any title, right or interest in or to the Client Policy Central but it shall retain all Intellectual Property Rights in the Client Material except to the extent that it reproduces, records or embodies anything previously provided by Kbase Connect.
    3. The Client irrevocably authorises Kbase Connect to use the Client Material for the purpose of performing its obligations under the Policy Central Subscription Agreement - including the loading of the Client Material into the Client Policy Central - and to retain a copy of the Client Material for its records. This authorisation to use the Client Material for the purpose of performing Kbase Connect's obligations under the Policy Central Subscription Agreement lasts for the duration of the Policy Central Subscription Agreement and for a reasonable time thereafter so as to enable Kbase Connect to end the hosting arrangements and remove the Client Policy Central from the Equipment. This authorisation to retain a copy of the Client Material in Kbase Connect's records is perpetual.
  10. Limited warranties
    1. Kbase Connect warrants that: (i) it will perform any services under the Policy Central Subscription Agreement with reasonable skill and care; (ii) the functionality, availability and performance of the Client Policy Central will be as described in the Client Policy Central Documents; (iii) it will not knowingly infringe the rights (including any Intellectual Property Rights) of a third party in the course of creating, developing, hosting, maintaining or supporting the Client Policy Central.
    2. Without limiting the scope of clause 1.2 in any way:
      1. It is not a term of the Policy Central Subscription Agreement that Policy Central or the Client Policy Central will be free of errors or defects.
      2. As a browser based online application, the availability and performance of the Client Policy Central may vary, and the user experience may be affected at times of high demand.
    3. Kbase Connect does not give any assurance (whether as a condition, warranty, other term, representation or otherwise) concerning any aspect of the Client Policy Central or the Services other than those stated in these terms and the Client Policy Central Documents. Any other term concerning any aspect of the Client Policy Central or the Services which would otherwise be implied is excluded, whether it would be implied by law or by virtue of any circumstances, any previous transactions between the Client and Kbase Connect, any general commercial practices, or the nature of the Client Policy Central or the Services. In particular:
      1. Any term which would otherwise be implied by section 3, 4 or 5 of the Supply of Goods and Services Act 1982, and any similar term which would otherwise be implied by common law, is excluded.
      2. Subject to Clause 10.1, it is not a term of the Policy Central Subscription Agreement that the Client Policy Central will be of any particular quality or fit for any purpose.
      3. Subject to Clause 10.1, it is not a term of the Policy Central Subscription Agreement that the content of the Client Policy Central will comply with any legal, regulatory or professional requirements. This is the Client's responsibility.
  11. Indemnities
    1. Kbase Connect will, on demand, indemnify the Client against all final awards of damages and costs against the Client by a UK court in favour of any third party as a result of Kbase Connect's knowing and wilful infringement of that third party's Intellectual Property Rights.
    2. The Client will reimburse Kbase Connect for all costs (including legal professional fees and other legal costs) and expenses incurred by Kbase Connect in dealing with any claim, allegation or demand by any third party concerning the infringement of that third party's Intellectual Property Rights as a consequence of the presence of the Client Material in the Client Policy Central, and will, on demand, indemnify Kbase Connect against all final awards of damages and costs against Kbase Connect in favour of any third party as a result of any such infringement.
  12. Restrictions of Kbase Connect's liability
    1. Kbase Connect's only obligation and liability for the Testing Period is to amend the Client Policy Central and to re-submit it for testing.
    2. If the Client has served a termination notice with a Rejection Certificate in accordance with Clause 17.2, Kbase Connect's liability is restricted to refunding all Charges received from the Client.
    3. If the Client has issued an Acceptance Notice, Kbase Connect's obligations and liability for any problems with the Client Policy Central (including any Client Policy Central Defects) is restricted to providing maintenance and support services pursuant to Clause 6, refunding a fair and reasonable part of those Charges which the Client has paid, and reducing any Charges to be paid by a fair and reasonable amount. The refund of the Charges paid, and the reduction in the Charges to be paid, will be a fair and reasonable part of those Charges to reflect the extent to which, and the time for which, the Client Policy Central is not Compliant.
    4. Kbase Connect's directors, officers, employees and agents do not have any liability to the Client under the Policy Central Subscription Agreement, and they may each rely on this Clause 12.4.
    5. Kbase Connect does not have any liability for the consequences of any delay in making the Client Policy Central available to the Client.
    6. Kbase Connect does not have any liability for any problem with the Client Policy Central that is not a Policy Central Defect, and its only obligation in respect of a problem that is not a Policy Central Defect is that described in clause 6.3.2.
    7. Kbase Connect does not have any liability for any indirect or consequential loss or damage.
    8. Kbase Connect does not have any liability for any loss of revenue, profit, goodwill or reputation, or for any damage to any of these.
    9. Kbase Connect does not have any liability for any loss or corruption of any computer program, data or information (including Client Material). The Client shall make sufficient backup copies of all these so as to ensure that it can easily reinstate them as and when that may be necessary, and shall reinstate them at its own cost as and when necessary.
    10. Kbase Connect does not have any liability for any losses, damage, liabilities, costs (including legal professional fees and other legal costs) or expenses suffered or incurred by the Client in connection with, or as a result of, any claim by any third party except under Clause 11.1.
    11. Kbase Connect does not have any liability for the failure of the Client Policy Central to fulfil any legal, regulatory or professional requirement.
    12. Kbase Connect does not have any liability for the consequences of any computer code which is transmitted through the Client Policy Central or any e-mail and is intended to cause unauthorised computer activity (including any virus, Trojan or worm) unless it has been introduced maliciously by Kbase Connect or its staff or contractors.
    13. Kbase Connect does not have any liability for the consequences of exercising any of its rights under these terms.
    14. Unless Kbase Connect has agreed a higher limit (in writing and signed on behalf of Kbase Connect), its total aggregate liability for all loss, damage, expense and costs (including legal professional fees and other legal costs) suffered or incurred by the Client in connection with the Client Policy Central, and all breaches of the Policy Central Subscription Agreement, is limited to £100,000.
    15. The exclusions and restrictions of Kbase Connect's liability in these terms cover its liability on any legal or equitable basis for the loss, damage, expense, costs and other items described:
      1. Even if they are of a kind which would arise in the ordinary course of things;
      2. Even if they are of a kind which Kbase Connect is aware (or ought to be aware) could or would occur in the circumstances;
      3. However they might arise, even if they result from Kbase Connect's negligence or from other negligence for which Kbase Connect would otherwise be liable.
    16. As special exceptions, Kbase Connect does not exclude or restrict any liability it would otherwise have for any of the following: (i) any breach of any obligations which may be implied by Section 2 of the Supply of Goods and Services Act 1982; (ii) any personal injury resulting from negligence; (iii) fraud.
  13. Events beyond Kbase Connect's reasonable control
    1. To the extent that its failure to fulfil an obligation is due to a cause beyond its reasonable control, Kbase Connect will not be in breach of the Policy Central Subscription Agreement or have any liability to the Client. The acts and omissions of a third party hosting the Client Policy Central and anything which is the Client's fault or is due to the Client's failure to fulfil its obligations, are deemed to be causes beyond Kbase Connect's reasonable control.
  14. Confidentiality
    1. 'Confidential Information' means any information of a confidential nature acquired by a party in connection with the Client Policy Central which concerns the Client Policy Central or the affairs of the other party and is either clearly of a confidential nature or is identified as confidential at the time of its acquisition.
    2. Each party will keep confidential any Confidential Information it acquires and will use that information only in connection with the Client Policy Central.
    3. A party may disclose any Confidential Information it acquires in confidence to its lawyers for the purpose of obtaining legal advice.
    4. A party may disclose any Confidential Information it acquires if it is legally required to do so.
    5. A party may use and disclose any Confidential Information it acquires to the extent that: (i) it also acquires that particular information otherwise than in connection with the Client Policy Central, and is entitled to use it; or (ii) that information has ceased to be confidential otherwise than as a consequence of a breach of this Clause 14.
    6. Any use or disclosure of any Confidential Information by the staff of a party or its contractor is deemed to be made by that party.
  15. Data protection
    1. To the extent that the Client Material contains personal data, the Client will be the data controller for that data and Kbase Connect will be the Client's data processor, where those terms have the same meaning as in the Data Protection Act 1998. Kbase Connect will maintain appropriate technical and organisational security measures for protecting against unauthorised or unlawful processing of that personal data, and for protecting against its accidental disclosure, loss or destruction. Kbase Connect will not transfer that personal data outside the United Kingdom and will only use it in connection with the Client Policy Central.
  16. Publicity
    1. A party will not make a public announcement relating to the Client Policy Central or the Policy Central Subscription Agreement without the other party's permission.
  17. Duration and termination of the Policy Central Subscription Agreement
    1. The Policy Central Subscription Agreement starts when it has been signed by both parties (either as a single document or as counterparts) and continues until it has been brought to an end by a party serving a termination notice in accordance with this Clause 17.
    2. The Client may bring the Policy Central Subscription Agreement to an end by serving a termination notice with a Rejection Notice if: (i) it has previously issued a Rejection Notice identifying the same Policy Central Defect; (ii) it has co-operated with Kbase Connect in connection with Kbase Connect's attempts to cure that Policy Central Defect; and (iii) Kbase Connect has failed to cure that Policy Central Defect within 30 Business Days (or such longer period as the Client has agreed to). If the Client terminates the Policy Central Subscription Agreement pursuant to this clause 17.2, Kbase Connect will refund all Charges received from the Client.
    3. The Client may bring the Policy Central Subscription Agreement to an end after the Initial Period by serving a termination notice which provides at least 2 months' notice. That termination notice may be served before the end of the Initial Period, but the termination must take effect at or after that time.
    4. Kbase Connect may bring the Policy Central Subscription Agreement to an end immediately by serving a termination notice if any of the following apply:
      1. The Client has breached any of these terms in any way and that breach cannot be remedied.
      2. The Client has breached any of these terms in any way, Kbase Connect has served a Default Notice in respect of that breach, and the Client has not complied fully with that notice within 7 days. A Default Notice is a notice which states that the Client is in breach, (ii) enumerates which of these terms has been breached and how each such term has been breached, (iii) states what the Client is required to do to remedy that breach.
      3. The Client: (i) is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; (ii) is insolvent; (iii) is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution otherwise than for the purposes of a solvent amalgamation or reconstruction; (iv) has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets; (v) enters into, or proposes, any composition or arrangement with its creditors generally; or (vi) is subject to any analogous event or proceeding in any applicable jurisdiction.
    5. Kbase Connect may bring the Policy Central Subscription Agreement to an end immediately by serving a termination notice if, in its reasonable opinion, that is a reasonable step to take in order to avoid any infringement of a third party's Intellectual Property Rights. If it does so, it will refund a fair and reasonable part of any Charges it has received which relate to any period after the Policy Central Subscription Agreement ends.
  18. Consequences of termination
    1. If the Policy Central Subscription Agreement ends for any reason:
      1. The Client's licence to use the Client Policy Central ends;
      2. The Client will be barred from accessing the Client Policy Central;
      3. All monies due under the Policy Central Subscription Agreement become payable immediately;
      4. Kbase Connect will end the hosting arrangements and will arrange for the Client Policy Central to be removed from the Equipment.
  19. Notices
    1. To be valid, a notice must be in writing and must be sent to the receiving party by fax, e-mail or recorded deliveryusing the contact details stated in theClient Policy Central Documents.
    2. A valid notice is served on the recipient when it is available to the recipient (or would be if the recipient were there to receive it) except that a notice which first becomes available for reading after 5.00 pm takes effect at 9.00 am on the next Business Day.
  20. General
    1. Kbase Connect may assign the benefit of the Policy Central Subscription Agreement to any third party, but the Client may not assign or otherwise confer the benefit of the Policy Central Subscription Agreement to or on any third party in any way whatsoever.
    2. Kbase Connect may delegate the performance of any of its obligations to a third party.
    3. Except where the Policy Central Subscription Agreement expressly provides otherwise, it does not confer on any person other than the parties any right to enforce or rely on any term of the Policy Central Subscription Agreement. The parties are entitled to exercise their rights (if any) to rescind, terminate or vary the Policy Central Subscription Agreement without the consent of any third party and without informing any third party.
    4. If any provision of these terms is invalid, unenforceable or unlawful, the other provisions continue to apply.
    5. If any invalid, unenforceable or unlawful provision of these terms would be valid, enforceable or lawful if some part of it were deleted, it applies with whatever deletion is necessary to give effect, so far as is possible, to the apparent commercial intention of the parties.
    6. A party does not vary the Policy Central Subscription Agreement, or forego its right to exercise or claim any right or remedy, by reason of any failure or delay in exercising or claiming that or any other right or remedy, and the other party will not claim that such a delay or failure has such an effect.
    7. Without limiting the scope of Clause 20.6, Kbase Connect remains relieved from its obligations in accordance with Clause 8.4, and retains all its rights under these terms (including the right to sue for payment and to bring the Policy Central Subscription Agreement to an end), notwithstanding that it may have continued to act in accordance with these terms after any monies have become overdue, and notwithstanding that it may have accepted payment of any other monies which may subsequently have fallen due.
    8. A waiver or variation of the Policy Central Subscription Agreement is not binding on either party unless it has been recorded in writing and signed on behalf of both parties.
    9. The Client Policy Central Documents and these terms record the entire agreement between the parties concerning the Client Policy Central, and supersede any previous agreement regarding it. In entering into the Policy Central Subscription Agreement, neither party has relied on any statement or representation which is not recorded in these terms or the Client Policy Central Documents. This does not affect the rights or liabilities of either party in respect of any fraud.
    10. This agreement is subject to English law, and the English courts have exclusive jurisdiction over any dispute (contractual or non-contractual) concerning or arising out of the Policy Central Subscription Agreement or the Client Policy Central.
  21. Interpretation
    1. In these terms and the rest of the Policy Central Subscription Agreement, the following words and expressions have the following meanings:
      'Acceptance Notice': A notice given by the Client pursuant to Clause 4.3.
      'Business Day': Monday to Friday, except public holidays.
      'Charges': The fees and other charges stated in the Client Policy Central Documents.
      'Client Material': The documents, files and other material provided by the Client for inclusion in, or attachment to, the Client Policy Central, whether by the Client or by Kbase Connect.
      'Policy Central': The Kbase Connect application marketed under that name.
      'Client Policy Central Documents': The Initial Requirements Document, the subscription form, and any other documents referring to the Client Policy Central which have been signed on behalf of Kbase Connect and the Client.
      'Compliant': The Client Policy Central is compliant with the warranties in Clause 10.1.
      'Equipment': The equipment identified in the Client Policy Central Documents as the equipment on which the Client Policy Central is to be hosted for the Client or, if no such equipment is specified, any equipment that is suitable for this purpose.
      'Initial Period': one year.
      'Initial Requirements Document': The document to be written and issued by Kbase Connect as a description of the Client Policy Central.
      'Intellectual Property Rights': All intellectual property rights (both those existing at the start of the Policy Central Subscription Agreement and those arising at any time thereafter), wherever in the world arising, whether or not registrable whether or not registered, and including any application for registration. These include copyright, know-how, confidential information, trade secrets, business names and domain names, trade marks, service marks, trade names, patents, design rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off.
      'Maintenance and Support Service Levels': The maintenance and support service levels identified in the Client Policy Central Documents.
      'Policy Central Defect': A failure of the Client Policy Central to comply with the Client Policy Central Documents in any material respect when in operation on the Equipment, where that failure is due to any aspect of the Client Policy Central itself (excluding the Client Material). A failure due to the Equipment or the hosting service is not a Client Policy Central Defect.
      'Policy Central Subscription Agreement': The contract for the design, creation, hosting, maintenance and support of the Client Policy Central, which consists of these terms and the Client Policy Central Documents.
      'Rejection Notice': A notice given by the Client pursuant to Clause 4.3.
      'Representative': The individual identified as such in the Client Policy Central Documents, or as subsequently substituted by a party giving notice.
      'Testing Period': The period from the date of the Policy Central Subscription Agreement until the Client has either served an Acceptance Notice or has served a termination notice with a Rejection Notice in accordance with Clause 17.2.
    2. A reference to a 'term' is to a term of any nature whatsoever, including conditions, warranties and innominate terms.
    3. An obligation to refrain from doing something (in whatever language that obligation is expressed) includes an obligation not to attempt or purport to do that thing.
    4. References to Kbase Connect, the Client and the parties include their permitted successors and assigns.
    5. References to statutory provisions include any regulations made under those provisions and are to those statutory provisions as amended or re-enacted from time to time.
    6. References to any gender include all genders.
    7. Words in the singular include the plural and words in the plural include the singular.
    8. The use of the word ‘including’ and the phrase ‘in particular’ are only intended to illustrate specific examples. The use of these words and examples does not restrict the scope of any term of the Policy Central Subscription Agreement in any way whatsoever.
    9. Any provision of the Policy Central Subscription Agreement is a continuing one throughout the term of the Policy Central Subscription Agreement, and notwithstanding the use of the present tense it is not limited to the time at which the Policy Central Subscription Agreement is concluded.


policy central is an online software tool for assisting you with compliance management.  policy central tracks changes.  policy central provides management audit trails.  policy central tests the knowleged of your staff through quiz questions. policy central can import whole word documents and convert them to web policies.  policy central is a self service portal to reduce your compliance departments such as HR, Quality, FSA, IT, Training and Environmental.  policy central allows monitoring of acceptance by department and user level.  policy central sends out automatic reminders to staff if they have not read and accepted policies before the deadline.  policy central automatically notifies the administrator when a policy is about to expire.  policy central saves printing costs and ensures the latest version is always available.  policy central allows access from any where 24/7.  policy central provides hot links to existing policies or out to relevent websites and intranet sites.  policy central is online management software that has been designed to provide a mechanism for compliance.  policy central can deliver key policies, procedures, staff handbooks and guidelines to all of your staff in an easy to manage way.

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