BY CLICKING ON THE "I ACCEPT" BUTTON YOU AGREE TO THESE TERMS AND CONDITIONS (“TERMS”) WHICH WILL BIND YOU AND ANY ORGANISATION FOR WHICH YOU ARE ACCESSING THE SOFTWARE FOR.  IF YOU DO NOT AGREE TO THESE TERMS, WE ARE UNWILLING TO MAKE THE SOFTWARE AVAILABLE TO YOU IF YOU DO NOT CLICK ON THE “I ACCEPT” CHECKBOX AND ACCEPT THESE CONDITIONS YOU DO NOT HAVE PERMISSION TO ACCESS AND USE THE SOFTWARE.

1.               DEFINITIONS

1.1.  In these Terms, the following words shall have the following meanings:

1.2.           All references in these Terms to the singular shall mean the plural and vice versa, all references to persons shall include companies, partnerships and other organisations (including without limit any government departments or non-departmental government bodies) and all references to the masculine shall include the feminine and neuter and vice versa.

2.               FUNCTIONALITY

2.1.           The Software consists of the Workspace which can be used as in internal portal, a CRM system, a document storage/retrieval system and/or an extranet facility.  The functionality of the Software is detailed on our Website [http://www.glasscubes.com/features].

2.2.           You accept that it is your responsibility to:

2.2.1.          ensure that the Software is fit for the purpose for which you intend to use it;

2.2.2.          back up the Content.

2.3.           You accept that:

2.3.1.          the Software will not be available 24 hours a day 365 days a year;

2.3.2.          subject to the provisions of clause 8.1 we are under no obligation to provide you (or any third party) with copies of the Content;

2.3.3.          we shall be under no obligation to delete Content even after the expiry or termination of this agreement;

2.3.4.          we reserve the right to amend the functionality of the Software at any time; 

2.3.5.          we have no control over and accept no liability for Content.

2.3.6.          the Facility and/or the Content may be stored on third party servers and that we have no control over these third parties or such servers.

3.               OUR OBLIGATIONS

3.1.           We agree to provide to you within the scope of the Package that you have subscribed for but not further or otherwise, the non-exclusive, non-transferable right for you to access and use (for your own internal purposes only) the Software for the Term subject to these Terms.

3.2.           We will provide you with login details to enable you to connect to the Software.

3.3.           We will endeavour to provide the Software without major interruption and materially error free. 

3.4.           Notwithstanding clause 2.3, we reserve the right at anytime to suspend your and/or your Customers access and/or use of the Software for the purpose of enabling us to carry out maintenance and/or upgrades and/or to deal with any problem and/or error.

3.5.           We confirm that:

3.5.1.          the Software is hosted in the United Kingdom;

3.5.2.          we will not reveal any password relating to your use of the Software to a third party without your consent; and

3.5.3.          we will make reasonable endeavours to backup the Content. 

3.5.4.          There is no obligation for you to carry on using or pay for Glasscubes once the 28 day free trial has come to an end or during that period. However if you wish to carry on using Glasscubes and package you wish to use - except the 'Basic' package - you will need to pay for.  

3.6.           We may, at our sole discretion, and in consideration for a fee to be agreed, provide you with copies of the Content.

4.               YOUR OBLIGATIONS

4.1.           You agree that you will:

4.1.1.          comply with any reasonable instructions or directions issued by us from time to time in respect of the Software;

4.1.2.          conform to such protocols and standards as are issued by us from time to time in respect of the access and/or use of the Software;

4.1.3.          ensure all Content complies with the Content Standards [http://www.glasscubes.com/terms-of-site-use#ContentStandards];

4.1.4.          fully indemnify us against any and all claims, costs and expenses which we may incur resulting from your and/or your Customers acts or omissions in respect of the Software and your use of it and/or your breach of any of your obligations under these Terms and/or your Customers breach of obligations under the Privacy Policy [http://www.glasscubes.com/privacy] and/or Website Terms and Conditions [http://www.glasscubes.com/terms-of-site-use]; and

4.1.5.          when using the Software comply with all applicable laws and legislation (including but not limited to matters arising under the Data Protection Act 1998 (“Act”) and the Regulation of Investigatory Powers Act 2000).

4.2.           In addition you acknowledge and accept that you are solely responsible for:

4.2.1.          the accuracy of all Content uploaded onto the Facility;

4.2.2.          the retention and back up of off-line hard copies of the Content uploaded onto the Facility;

4.2.3.          the establishment, maintenance and monitoring of adequate internal security measures in connection with the accessing and use of the Software by you including without limit ensuring the confidentiality and safe storage of all login details, user names and passwords (which should not be obvious passwords) and updating them regularly;

4.2.4.          immediately notifying us if you suspect a breach of your internal security measures (e.g. the unauthorised use of any login details, user name and/or password);

4.2.5.          subject to the provisions of clause 5 not granting or allowing anyone else other than you to have access to and/or use of the Software;

4.2.6.          ensuring that all Content (including without limit any description, date or information relating to the Content) uploaded by you or by us on your behalf is accurate and up to date;

4.2.7.          the act and/or omission of any and all Customers; and

4.2.8.          ensuring that any security level set for any Content (whether by us or you) is correct; and

4.3.           You agree that you will not (and you will ensure that your employees, Customers and representatives do not):

4.3.1.          access and/or use the Software for any unlawful purpose or in contravention of any English or other law. This includes but is not limited to:

4.3.1.1.             any act or omission which will or is likely to infringe the IPR of a third party;

4.3.1.2.             the transmission, display, downloading or uploading of any Content which is or is likely to be construed as defamatory, threatening, offensive, abusive, obscene or which will or is likely to cause unnecessary anxiety or inconvenience to a third party or which is otherwise unlawful or which will or may interfere with or disrupt the integrity or performance of the Software or any data within the Software;

4.3.1.3.             attempt to gain unauthorised access to the Software;

4.3.1.4.             the use of the Software in any way that will or is likely to violate or infringe the rights of any person in the United Kingdom or elsewhere;

4.3.1.5.             the use of the Software in any way that will or is likely to cause damage or adversely affect the operation of the Software or interfere with or disrupt our sites, servers, or networks; and

4.3.1.6.             the use of the Software in any way that will or is likely to interfere with the use and enjoyment of the Software for other users.

4.4.           You acknowledge and agree that:

4.4.1.          your right to use (for your internal business purposes only) the Software is personal to you and may not be assigned, sub-licensed, sold, resold, transferred, distributed or otherwise disposed of or commercially exploited in any way, including by way of charge, lien or other encumbrance;

4.4.2.          the IPR comprised in or relating to the Software belongs to us and these Terms do not give you any rights in or related to the Software except as expressly provided in these Terms;

4.4.3.          we have the right to access Content for the purposes of providing the Software to you (including for maintenance and technical purposes) and for checking that you and/or your customers are complying with these Terms;

4.4.4.          we owe no obligation to you or anyone else (including without limitation, customers) to monitor, check or review the legality, validity or accuracy of any Content;

4.4.5.          we may at any time make alterations to or withdraw the Software or any part of it without notice;

4.4.6.          we shall be entitled to issue public confirmation of your use of the Software;

4.4.7.          you will pay any Licence Fee and other charges for your use of the Facility in accordance with these Terms;

4.4.8.          the use of the Software is entirely at your own risk; and

4.4.9.          the Software may contain links to other internet sites maintained by other parties unrelated to us and and/or third party advertisements over which we have no control.  We are not responsible for any aspect of these other sites, including the availability or reliability of their contents.

4.4.10.          you agree that your organizational logos and name may be used for promotional activities of Glasscube product. However if you wish to opt-out of any promotional literature that you may have been added to, then please email enquiries@glasscubes.com and we will remove you from any promotional literature.

4.5.           You are responsible for the cost of all telephone or cable services and other charges you incur for the purpose of accessing and using the Software and the cost all computer equipment, hardware and software that is necessary to enable you to access and use the Software. You are also responsible for determining the suitability of these items for the purpose of accessing and using the Software.

5.               CUSTOMERS

5.1.           You can invite third parties to access an Extranet.

5.2.           Third parties who you invite in accordance with clause 5.1:

5.2.1.          will receive a link to the Software;

5.2.2.          will be required to enter personal information such as first and last name, telephone number, e-mail address and password before being given access to an Extranet;

5.2.3.          will be required to agree to the terms of our Privacy Policy [http://www.glasscubes.com/privacy] and Website Terms and Conditions of Use [http://www.glasscubes.com/terms-of-site-use] before being able to access the Extranet.[3]

6.      WARRANTIES AND LIABILITY

6.1.You accept and agree that we:

6.1.1.          do not warrant the Software against failure of performance;

6.1.2.          do not warrant the validity, legality or accuracy of any Content placed on the Software by you, your employees, Customers and/or representatives, or by us on your behalf;

6.1.3.          shall not, in any event, be liable for operational difficulties caused by or arising from the integration of the Software with any third party equipment or software not supplied or approved by us or by any modifications, variations or additions made to the Software not undertaken by us, or caused by any abuse, corruption or incorrect use of the Software, including, without limitation, use of the Software with hardware and/or software which is incompatible with the Software.

6.1.4.          do not represent nor do we give any warranty, guarantee or undertaking of any kind that the Software is free from all bugs, errors or mistakes, or that it will meet your requirements and it is your responsibility to ensure that the Software will meet your requirements.

6.2.           These Terms, the Privacy Policy [http://www.glasscubes.com/privacy] and Website Terms and Conditions or Use [http://www.glasscubes.com/terms-of-site-use] are in lieu of all warranties, conditions, terms, undertakings, representations and obligations (including, but no limited to, any implied warranty as to satisfactory quality or fitness for a particular purpose) express or implied by statute, common law, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law.

6.3.           Notwithstanding any other clause of these Terms, neither Party excludes or reduces its liability under or in connection with these Terms or otherwise to the extent that it arises in respect of any of the following matters:

6.3.1.          for death or personal injury resulting from negligence proved against either Party;

6.3.2.          for fraud or fraudulent misrepresentation; nor

6.3.3.          for any other matter for which it would be unlawful for either Party to exclude or limit or attempt to exclude or limit its liability.

6.4.           Subject to sub-clause 6.3, neither Party shall have any liability to the other Party (howsoever arising, including any liability in tort) under or in connection with these Terms or their subject matter for any:

6.4.1.          loss of profits, the loss of the use of money or anticipated savings;

6.4.2.          loss of revenue;

6.4.3.          business interruption;

6.4.4.          loss of or damage to reputation or goodwill;

6.4.5.          loss of opportunity or contracts;

6.4.6.          wasted management or other staff time;

6.4.7.          losses or liabilities under or in relation to any other contract; or

6.4.8.          loss of, damage to or corruption of data or information,

in each case whether direct, indirect, special and/or consequential loss or damage; or

6.4.9.          for any other indirect, special and/or consequential loss or damage of any kind.

6.5.           Subject to sub-clause 6.3, our maximum aggregate liability in contract, tort (including for negligence), misrepresentation and/or otherwise howsoever arising under or in connection with these Terms and their subject matter (including all losses, liabilities, claims, actions, demands, proceedings, damages, costs, charges and expenses in respect thereof or in relation thereto) shall be limited to the total funds paid by you to us in respect of your use of the Software in relation to the liability in question.

6.6. You agree that you have read and understood this clause 6.

6.7.           If you are entering into this agreement on behalf of an organisation, you warrant that you have authority to enter into this agreement on behalf of and to bind that organisation.

6.8.           In case of any conflict between this clause 6 and any other clause of these Terms, the provisions of this clause 6 shall prevail.

6.9.           For the avoidance of any doubt, this clause 6 shall remain in full force and effect notwithstanding the termination, repudiation or expiry of these Terms.

7.               TERMINATION

7.1.           Either party may terminate your licence to access and use the Software at anytime with immediate effect by giving notice in writing to the other party.

7.2.           We shall be entitled (at our discretion) to suspend or terminate your and/or your customers access to and right to use the Software at anytime if you and/or your customers commit a breach of these Terms.

7.3.           Termination, repudiation or expiry of these Terms will be without prejudice to any accrued rights of either party and will not affect obligations which are expressed not to be affected by repudiation, expiry or termination of these Terms.

7.4.On termination for any reason:

7.4.1.          all rights granted to you and/or your Customers under these Terms shall cease;

7.4.2.          you shall cease all activities authorised by these Terms;

7.5.           If you terminate this agreement you accept and agree that we will not refund any licence fee paid to us.

7.6.           If we terminate this agreement (other than in accordance with clause 7.2) we will refund, on a pro rate basis, any licence fee paid by you for the period in which you will not have access to the Software.

8.      CONFIDENTIALITY

8.1.           You accept that we may, in accordance with legal requirements, have to disclose information to third parties, for example governmental organisations (including the police), in respect of and/or in connection with your access and/or use of the Facility.  Subject to any legal prohibitions to the contrary we will notify you of such disclosure as soon as reasonably possible.

9.               DATA PROTECTION

9.1.           You warrant that you have in place appropriate technical and organisational measures against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure of or access to any Content that contains personal data (as that term is interpreted in accordance with the Act) (“Individual Information”) and adequate security measures to ensure that unauthorised persons will not have access to the Individual Information and that any persons you authorise to have access to (including but not limited to Customers) will respect and maintain the confidentiality and security of the Individual Information.

9.2.           You warrant that all security measures referred to in sub-clause 9.1 above will reflect the level of damage that might be suffered by, and any harm which might result to, the persons who are the subjects of the Individual Information as a result of unauthorised access or disclosure.

9.3.           You shall ensure that all processing of Individual Information that is carried out by us shall at all times be carried out in accordance with the Act and that we will otherwise conduct ourselves in accordance with the Act and for the purposes of this clause “processing” shall be interpreted in accordance with the Act.

9.4.           You warrant that you will have obtained all necessary consents to enable you to submit Individual Information to us (whether in the Content or otherwise).

10.  FEES

10.1.         In return for us agreeing to provide to you the non-exclusive, non-transferable right for you to access and use (for your own internal business purposes only) the Software subject to these Terms, you agree to pay us (each month, in advance) the Licence Fee.

10.2.         The Licence Fee must be paid immediately by you before access to the Software will be granted and every 30 days thereafter for the Term.

10.3.         The termination, repudiation or expiry of these Terms shall not affect your obligation to pay Licence Fees to us in respect of any right of access to the Software which was granted to you prior to the date of termination, repudiation or expiry of these Terms.

10.4.         Subject to the provisions of clause 10.7 you can change the Package you are on by upgrading or downgrading it at any time by serving notice to us, save that you will not be able to change your Package more than once in any calendar month.

10.5.         in the event that you upgrade your Package in accordance with clause 10.4 and, as a result, incur an increase in the Licence Fee, you must pay such increase on a pro rata basis immediately and future Licence Fee instalments must be paid at the new Licence Fee rate.

10.6.         In the event that you downgrade your Package in accordance with clause 10.4 and, as a result the Licence Fee payable decreases, we will reduce your next Licence Fee payment by an amount equal to the surplus paid by you on a pro rata basis. If you terminate the agreement before your next Licence Fee payment, you accept that no refund of any surplus will be made.

10.7.         In the event that you wish to downgrade your Package in accordance with clause 10.4 you must ensure that the volume of your Content does not exceed the maximum volume of Content permitted under the Package you wish to downgrade to, if it does, you will not be able to downgrade.

11.  FORCE MAJEURE

11.1.         We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that are caused by events outside our reasonable control (Force Majeure Event).

11.2.         A Force Majeure Event includes in particular (but without limitation) the following:

11.2.1.        Strikes, lock-outs or other industrial action;

11.2.2.        Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether  declared or not) or threat or preparation for war;

11.2.3.        Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster or Act of God;

11.2.4.        Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

11.2.5.        Impossibility of the use of public or private telecommunications networks;

11.2.6.        The acts, decrees, legislation, regulations or restrictions of any government; and

11.2.7.        The non-delivery or late delivery of products or services to us by third parties.

11.3.         Our performance under these Terms is deemed to be suspended for the period that the Force Majeure Event continues and we will have an extension of time for performance for the duration of that period.

12.  NOTICES

12.1.         All notices given by you to us must be given to Office Fabric (UK) Limited at Office Fabric (Uk) Ltd, Suite 11572, 2nd Floor, 145-157 St John Street, London, EC1V 4PY or enquiries@glasscubes.com.    We may give notice to you at either the e-mail or postal address provided to us when placing an order.  Notice will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting any letter.  In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

13.  ASSIGNMENT

13.1.         We may sub-licence, transfer, assign, sub-contract, charge or otherwise dispose of any of our rights or obligations under these Terms, provided we give you written notice of the same.

You may not sub-licence, transfer, assign, sub-contract, charge or otherwise dispose of any of your rights or obligations under these Terms without our prior written consent (which may be withheld at our absolute discretion).

14.             WAIVER

14.1.         If we fail at any time to insist upon strict performance of any of your obligations under any of these Terms, or if we fail to exercise any of the rights or remedies to which we are entitled under them, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. A waiver by us of any default shall not constitute a waiver of any subsequent default. No waiver by us of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with these Terms.

15.  SEVERABILITY

15.1.         If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term or condition will to that extent be severed from the remaining Terms which will continue to be valid to the fullest extent permitted by law.

16.  ENTIRE AGREEMENT

16.1.         These Terms, the Privacy Policy [http://www.glasscubes.com/privacy] and the Website Terms and Conditions of Use [http://www.glasscubes.com/terms-of-site-use] contain and constitute the entire understanding and agreement between us in connection with and about the subject matter of these Terms and supersede all earlier and other agreements and understandings between us and all earlier representations by either of us about such subject matter. Any prior representations, warranties, statements and assurances which are not expressly set out in these Terms will not be of any effect. Each Party warrants that there is no representation, warranty, promise, term, condition, obligation or statement upon which they have relied in entering into these Terms and which is not expressly set out in these Terms and no such representation, warranty, promise, obligation, statement or any other term or condition is to be implied in them whether by virtue of any usage or course of dealing or otherwise (including, subject to clause 4, by statute or common law) except as expressly set out in these Terms. If a Party has given any representation, warranty, promise or statement then (except to the extent that it has been set out in these Terms) the Party to whom it is given waives any rights or remedies which it may have in respect of it. This clause shall not exclude the liability of a Party for fraud or fraudulent misrepresentation or concealment or any resulting right to rescind these Terms.

17.  AMENDMENT

17.1.         These Terms may not be amended, modified, varied or supplemented except in writing signed by or on behalf of both Parties.

18.  THIRD PARTY RIGHTS

18.1.         Nothing in these Terms is intended to confer a benefit on, or to be enforceable by, any person who is not a Party to these Terms.  These Terms do not create any right enforceable by any person who is not a Party to them under the Contracts (Rights of Third Parties) Act 1999.

19.  GOVERNING LAW AND JURISDICTION

19.1.         These Terms shall be governed in all respects by and be construed in accordance with English law (including all non-contractual disputes or claims arising out of the subject matter of these Terms).  Any claim or dispute arising from or related to these Terms (including their enforcement or their termination) shall be subject to the non-exclusive jurisdiction of the courts of England and Wales and the Parties hereby irrevocably submit to the jurisdiction of these courts.