Terms & Conditions of use of the Simcyp Website
1
Introduction
1.1 Please read these Terms and Conditions carefully before using the web site operated by Simcyp Limited, ("Simcyp", "our", "we", or "us"). By using this web site, you ("the User") agree to be legally bound by the Terms and Conditions which may be modified and posted on the web site from time to time.
2 Equipment and software
2.1 The User will obtain and maintain at its own cost and shall be responsible for, to the exclusion of Simcyp, all software, telecommunications and other services, computers and any other hardware and any ancillary software required to enable the User to access the Simcyp web site.
2.2 The User agrees to comply with all rules, regulations, terms and conditions and conduct policies of any telecommunications provider, systems, services or software provider required to facilitate access to the Simcyp web site.
3 Access
3.1 To access certain pages within the web site, Simcyp requires the User to register as a Member with a specific password.
3.2 The User is responsible to keep confidential the user identification and password. If the User becomes aware of any unauthorised access the User agrees to immediately notify Simcyp.
3.3 The User shall be entirely responsible for all access to the Simcyp web site where access is facilitated by the User's identification and password whether such access is with or without the User's consent.
3.4 Simcyp will not be liable under any circumstances for any unauthorised access whatsoever to the User's information or material posted on the Internet.
3.5 Simcyp shall have the right in it's sole discretion to refuse to register the User or to terminate the User's access for whatever reason.
4 Online Conduct and Content
4.1 The User agrees to use the Simcyp web site at all times in accordance with the laws, rules, regulations and conduct policies of the country of Simcyp, the User or recipient and in accordance with international conventions, regulations, licences and codes of practice.
4.2 Simcyp will not be responsible or liable for the content of information transmitted by the User on the Simcyp web site and is not responsible for the accuracy and/or functionality of such information. The parties acknowledge and agree that Simcyp shall be under no obligation whatsoever to monitor or review any content contained on the Simcyp server belonging to the User unless directed to do so pursuant to applicable law.
4.3 Simcyp reserves the right to inspect information provided by the User on the Simcyp web site including content in the User's files, e-mails, postings or website in order to ascertain compliance with the Agreement and may do so without prior permission or authority from the User.
4.4 If Simcyp, in its sole judgment, reasonably believes that the content in the User's files, e-mails, postings or web site is or may be considered to be pornographic, defamatory, misleading, deceptive or otherwise infringes any third party rights or is in breach of any laws, regulations, international conventions, licences or policies, Simcyp without liability to the User may remove that content from the Simcyp's server immediately.
4.5 Simcyp has no control over the content of material accessed through the Simcyp web site. Simcyp will not be responsible or held liable in any way for any content, including its accuracy or quality, other than content authorised by the Simcyp and displayed on its own web site.
5 Availability
5.1 Simcyp will use its reasonable endeavours to provide the Simcyp web site on a continuous basis subject to the terms of this Agreement:
5.1.1 the User acknowledges that the Internet or Simcyp's systems, servers and equipment may from time to time be inoperative in full and in part as a consequence of but not limited to mechanical breakdown, maintenance, hardware or software upgrades, telecommunication connectivity problems or other factors beyond the control of Simcyp; and
5.1.2 Simcyp will not be liable for its failure or inability to provide continuous, error free, uninterrupted services under these or any other circumstances.
5.2 Where Simcyp's web site is inoperative, in full or in part, for reasons within Simcyp's control Simcyp will use its reasonable endeavours to rectify faults or problems to restore the system to full operational capacity as soon as reasonably practicable.
6 Limitation of Liability
6.1 The User acknowledges that the Simcyp web site is provided on an ‘as is' and ‘as available' basis. Simcyp gives no condition, warranty, undertaking or representation to the User, whether express or implied, in respect of the suitability, or fitness for purpose of the Simcyp web site. This does not effect any statutory or other right available to the User.
6.2 Nothing in this Agreement excludes or limits the liability of Simcyp for death or personal injury caused by the Simcyp's negligence or for fraudulent misrepresentation.
6.3 Simcyp shall not be liable to the User or any third party whether arising under this Agreement or in tort (including negligence or breach of statutory duty), misrepresentation or howsoever arising, for any losses including Consequential Loss. ‘Consequential Loss' shall for these purposes mean i) pure economic loss ii) loss of profits (whether categorised as direct or indirect) iii)losses arising from business interruption iv) loss of business revenue, goodwill, anticipated savings v) losses whether or not occurring in the normal course of business, wasted management or staff time vi) loss or corruption of data.
7 Term
7.1 The Agreement will continue in effect unless and until terminated under the provisions of this Agreement.
8 Warranties
8.1 Simcyp warrants that:
8.1.1 it has obtained and will use its reasonable endeavours to obtain consents, licences, agreements and other permits necessary to provide the Simcyp Services; and
8.1.2 will not knowingly infringe the intellectual property rights of any third party;
8.1.3 it will comply with its obligations under the Data Protection Act 1998.
8.2 The User warrants to Simcyp that:
8.2.1 At the time of entering into this Agreement it is not relying on any representation made by Simcyp which has not been expressly set out in this Agreement;
8.2.2 It shall install computer virus protection software of not less than industry standard, and take all other reasonable steps from time to time during the duration of this Agreement to ensure that any software used in connection with the Simcyp web site, and any material or data provided to Simcyp will be free from any computer virus and will not damage or corrupt any other data or system; and
8.3 Simcyp shall not be liable for defects resulting from improper use of the Simcyp web site by the User or by another third party.
9 User's Undertakings
9.1 The User undertakes:
9.1.1 Not to engage in unauthorised spamming or otherwise distribute material without the receiver's consent or in accordance with applicable law;
9.1.2 To maintain the confidentiality of access names and passwords provided by Simcyp to the User;
10 Indemnity
10.1 The User agrees to indemnify and undertakes to keep indemnified Simcyp, its officers, servants and agents against any costs or expenses (including the cost of any settlement) arising out of any claim, action, proceeding or demand that may be brought, made or prosecuted against Simcyp arising out of or as a consequence of an unlawful or negligent act or omission or an infringement of any third party rights which arise out of or are connected in any way with this Agreement.
10.2 The indemnity extends to and includes all costs, damages and expenses reasonably incurred by Simcyp in defending any such action, proceeding claim or demands.
11 Intellectual Property
11.1 The User agrees that any works, items, materials, software or information produced or developed by Simcyp or under Simcyp's direction pursuant to or in the course of providing the Simcyp web site shall remain the property of Simcyp including but not limited to all intellectual property rights and that this Agreement does not have the effect of transferring ownership of such rights in any circumstances.
11.2 The User may make only so many copies of the Simcyp web site pages as are reasonably necessary for operational security and use. The User shall ensure that all such copies bear Simcyp's proprietary notice.
11.3 The User undertakes not to translate, adapt, vary, modify, disassemble, decompile or reverse engineer the Simcyp web site.
12 Termination
12.1 Simcyp may terminate this Agreement immediately if:
12.1.1 The User fails to perform any of the obligations required of it under this Agreement or fails to observe any of the obligations under the Agreement; and
12.1.2 Such failure is not remedied by the User within 14 days after receipt by it of a notice requiring the default to be remedied. On termination of the Agreement Simcyp may immediately deny the User access to the Simcyp web site.
12.2 The User may terminate the Agreement by discontinuing use of the Simcyp web site.
13 Law
This Agreement is governed by the laws of England and the parties shall submit to the exclusive jurisdiction of the English Courts.
14 Company Registration Details
The following information has been included to comply with amendments to the Companies Act that came into effect on 1st January 2007.
Simcyp Limited
Blades Enterprise Centre
John Street
Sheffield S2 4SU
UK
Telephone +44 (0) 114 292 2322
Facsimile +44 (0) 114 292 2333
Registered in England and Wales on 15 May 2001.
Company Number: 4217235
Companies House
Crown Way
Maindy
Cardiff
CF14 3UZ