1. Access Agreement between Users of the PS Connect software and Results Squared Ltd (“Results Squared”).
PS Connect is offered as a pay-for service to you, the user. Payments to Results Squared will be in line with your Cost Plan or in accordance with the Fees set out in the schedule to the Service Agreement. We will give you four weeks’ notice of any changes to the Fees or your Cost Plan. You have the opportunity to take independent legal advice on the terms of this agreement before continuing to use PS Connect. Your use of PS Connect and/or your acceptance of these terms, conditions, and notices without modifying them constitutes agreement by you to all of these terms, conditions, and notices. Only those who enter into this agreement are authorised to use PS Connect. The information provided on the PS Connect website has been provided in English, which is the home language of PS Connect. If you would like to see a copy of PS Connect material including this agreement in another language prior to proceeding please contact us immediately stating clearly the language you would prefer. In proceeding you warrant that you believe this agreement to be reasonable in its entirety.
2. Operator Details
PS Connect is operated by Results Squared Ltd, a limited company registered in England and Wales under company registration number 5897771 whose registered office is at Heathrow Approach, 470 London Road, Slough, Berkshire SL3 8QY. Results Squared Ltd can be contacted by post to Suite 4, Albion House, Savile Street, Sheffield S4 7UD. We can be reached via e-mail at firstname.lastname@example.org or you can reach us by telephone on 0114 2250305.
3. Copyright and Trademark Notices
All of the PS Connect logos are the property of Results Squared Ltd. Other product and company names mentioned on the PS Connect website or application software or services accessed through the website may be the trademarks of their respective owners. All contents of this website including these terms and conditions are copyright ©2006 Results Squared Ltd, are protected by database rights and may also be protected by other means. No part of the PS Connect service, including the website and any e-mails, voice broadcasts or text messages we send, may be reproduced in any form whether electronically or otherwise without the prior written consent of Results Squared Ltd, other than in the cache of your computer or the SIM card of your mobile phone in the course of using the PS Connect service. You must retain all copyright or trademark notices contained on this site on any copy you make of it or part of it. You may not sell or modify what is on the PS Connect service or reproduce, display, publicly perform, distribute, or otherwise use the material on it in any way for any public or commercial purpose. The use of the material on any other website or in a networked computer environment for any purpose is prohibited.
4. Data Protection and Processing
Results Squared Ltd. has considered the requirements of the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679 and confirms its appointment as Data Processor in the terms set out below.
1. This clause regulates the processing of personal data by the Data Processor on behalf of the customer (the Data Controller) and is an amendment to the existing agreement in which the parties have agreed the terms for the Data Processor’s delivery of services to the Data Controller.
2. The clause shall ensure that the Data Processor complies with the applicable data protection and privacy legislation, including the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679)
3. Processing data
3.1 The purpose of the processing is the provision of the Services by the Data Processor, as specified in the existing Agreement.
3.2 In connection with the Data Processor’s delivery of services to the Data Controller, the Data Processor will process certain categories and types of the Data Controller’s data on their behalf
3.3 Personal data includes any information relating to an identified or identifiable natural person as defined in GDPR, article 4 (1) (1). The categories and types of personal data processed on behalf of the Data Controller are dependent upon the system used, and degree / type of access to data via the Data Controller’s Management Information System. The Data Processor only performs processing activities that are necessary and relevant to undertake or perform relevant services.
3.4 The Data Processor has completed appropriate process-mapping exercises and will maintain a robust record of processing activities in accordance with GDPR Article 30.2.
4.1 The Data Processor may only act and process data in accordance with a written instruction from the Data Controller, unless required by law to act without such instruction (Article 29). The Data Processor may only process the data with the purpose of delivering the services described in the existing agreement. The Data Controller may issue additional written instructions consistent with the terms of this Agreement. The Data Controller is responsible for ensuring that all individuals who provide written instructions are authorised to do so.
4.2 The Data Controller will have sole responsibility for the accuracy, quality, and legality of data, and the means by which it was obtained.
4.3 The Data Processor will inform the Data Controller of any instruction that it deems to be in violation of applicable law and will not execute the instructions until they have been confirmed or modified.
5. The Data Processor’s obligations
5.1.1 The Data Processor shall treat all data as strictly confidential information. The data may not be copied, transferred or otherwise processed in conflict with this instruction, unless the Data Controller has agreed this in writing.
5.1.2 The Data Processor’s employees shall be subject to an obligation of confidentiality that ensures that the employees shall treat all data with strict confidentiality, and data will only be made available to those personnel that require access to same for the delivery of the agreed services, and in accordance with this instruction (Article 32).
5.2 Data Security
The Data Processor shall implement the appropriate technical and organisational measures in accordance with GDPR Article 32. The security measures are subject to technical progress and development. The Data Processor may update or modify the security measures from time-to-time, provided that such updates and modifications do not result in the degradation of the overall security. The Data Processor shall provide documentation for those security measures, if requested by the Data Controller in writing.
5.3 Data protection impact assessments and prior consultation
If the Data Processor’s assistance is necessary and relevant, they shall assist the Data Controller in preparing data protection impact assessments in accordance with GDPR Article 35, along with any prior consultation in accordance with GDPR Article 36.
5.4 Rights of data subjects
5.4.1 If the Data Controller receives a request from a data subject, for the exercise of their rights under applicable law, and the correct and legitimate reply to such a request necessitates the Data Processor’s assistance, the Data Processor shall assist the Data Controller by providing the necessary information and documentation. The Data Processor shall be given reasonable time to do so.
5.4.2 If the Data Processor receives a request from a data subject for the exercise of their rights under the applicable law and such request is related to the Data of the Data Controller, the Data Processor must immediately forward the request to the Data Controller and must not respond to the person directly.
5.5 Data Breaches
The Data Processor shall give immediate notice to the Data Controller if a data breach occurs (Article 33). The Data Processor shall make reasonable efforts to identify the cause of such a breach and take those steps as they deem necessary to establish the cause, and to prevent such a breach from recurring.
5.6 Compliance and Audit Rights
Upon request by a Data Controller, the Data Processor shall make available all relevant information necessary to demonstrate compliance, and shall allow for, and reasonably cooperate with audits, or inspections by the Data Controller. The Data Controller shall give notice of any audit or document inspection to be conducted and shall make reasonable endeavours to avoid causing damage or disruption to the Data Processor’s premises, equipment and business in the course of such an audit or inspection. Any audit or document inspection shall be carried out with reasonable prior written notice of no less than 30 days and shall not be conducted more than once a year. The Data Controller may be requested to sign a non-disclosure agreement before being furnished with the above.
5.7 Data Transfers
Ordinarily, the Data Processor will not transfer relevant data to countries outside the European Economic Area. In some cases, personal data may be saved on storage solutions that have servers outside the European Economic Area (EEA). Only those storage solutions that provide secure services with adequate relevant safeguards will be employed.
6.1 The Data Processor is given general authorisation to engage third-parties to process the Data (Sub-Processors) without obtaining any further written, specific authorization from the Data Controller, provided that the Data Processor notifies the Data Controller, in writing, about the identity of any sub-processor. If the Data Controller wishes to object to the relevant Sub- Processor, the Data Controller shall give notice of same in writing (Article 28.2).
6.2 In the event the Data Controller objects to a new Sub-Processor and the Data Processor cannot accommodate the Data Controller’s objection, the Data Controller may terminate the Services by providing written notice to the Data Processor.
6.3 The Data Processor shall complete a written sub-processor agreement with any sub-processors which will, at a minimum, provide the same data protection obligations as the ones applicable to the Data Processor. The Data Processor shall monitor and control sub- processors’ compliance with the applicable law. The Data Processor is accountable to the Data Controller for any sub-processor in the same way as for its own actions and omissions.
7. Limitation of Liability
The total aggregate liability to the customer, of whatever nature, whether in contract, tort or otherwise, of the Data Processor for any losses whatsoever and howsoever caused arising from or in any way connected with this agreement shall be subject to the limitation of liability clauses set out in the main contract/agreement. Nothing in this section will relieves the processor of its own direct responsibilities and liabilities under the GDPR.
The Data Processor Agreement shall remain in force until the main agreement is terminated.
9. Data Protection Officer
The Data Processor have appointed a Data Protection Officer, to act where such appointment is required by Data Protection Laws and Regulations (Article 37).
Following expiration or termination of the main agreement, the Data Processor will delete or return to the Data Controller all data in its possession, except where the Data Processor is required by applicable law to retain some, or all of, same. Should such a circumstance arise the Data Processor will archive the data and implement reasonable measures to prevent the data from any further processing. The terms of this instruction will continue to apply to such data.
5. Limitation on Types of Use
You may not modify, copy, distribute, disable, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, products or services obtained from www.resultssquared.com. You may not use PS Connect for anything other than the purpose outlined in this access agreement and you may not use spiders or other robotic software tools to gather information from the website or use any applications which could lead to harm to the PS Connect site. You may not use the PS Connect service to suggest an association with PS Connect or Results Squared without Results Squared’s prior written consent.
6. Liability Disclaimer
Please Read Carefully as this Clause Limits your Ability to Claim Damages. The main purpose of www.resultsquared.com and the PS Connect application is to order and then send mobile text messages, automated voice broadcasts and emails. Results Squared makes every effort to check the accuracy of information used to create messages within PS Connect. You should note however that Results Squared does not give any warranty that any information will be accurate or up-to-date and the user acknowledges that the information, products, and services offered on PS Connect may include inaccuracies or typographical errors. In particular, and without limitation to the rest of this agreement, Results Squared is not able to guarantee that its service will continue or be accurate during time of server failure. Information contained in, or accessible via, PS Connect changes on a regular basis. Results Squared may make improvements or alterations to PS Connect at any time and without notice. Results Squared Ltd cannot warrant that PS Connect will be free from virus contamination and you should take adequate steps to ensure that you virus check regularly when using PS Connect on your computer, PDA or phone. Results Squared is not in a position to know for what purpose you will use information or data provided within PS Connect and so cannot insure against loss. Results Squared makes no representations about the suitability of the information, products, and services contained on, or accessed via, PS Connect for any purpose. All warranties, terms and conditions with regard to this information, products, and services, including all warranties, terms and conditions, implied by statute, collaterally or otherwise, of satisfactory quality, fitness for a particular purpose, title, and non-infringement are excluded to the fullest extent permitted by law. Some of the logos provided as part of PS Connect have been designed by individual members and Results Squared do not carry out any checks as to whether these designs infringe third party intellectual property rights. Results Squared makes no representation and does not warrant that any logo provided as part of the services of PS Connect does not and will not infringe a third parties intellectual property rights. Results Squared shall not in any event be liable for any damages (whether indirect, incidental, special, consequential or otherwise) arising out of, or in any way PS Connect with, the use of PS Connect, or with any delayed access to, or inability to use PS Connect, or for any information, products, and services obtained through PS Connect, or otherwise arising out of the use of PS Connect, whether based on contract, tort, strict liability or otherwise, even if Results Squared has been advised of the possibility of damages. This does not affect the statutory rights of any person dealing as a consumer nor shall anything in these terms and conditions exclude or limit liability for death or personal injury caused by negligence or for fraudulent misrepresentation.
7. Links to Third-Party Sites
The PS Connect website may contain hyperlinks to websites operated by parties other than Results Squared Ltd. These hyperlinks are provided for reference only. Results Squared does not control these websites and is not responsible for their contents. A reference on this site to any persons, products, web sites or services does not constitute or imply their endorsements, recommendation or favouring by Results Squared. The inclusion of hyperlinks to these websites does not imply any endorsement of the material on them or any association with their operators.
8. Messages from Results Squared
Any e-mail or other form of communication between representatives of Results Squared and other parties will be deemed covered by the terms of this agreement.
9. No Unlawful or Prohibited Use
As a condition of your use of PS Connect, you warrant to Results Squared that you will not use the Website for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You acknowledge that the internet and SMS are inherently flawed and that some e-mails, internet messages, automated voice broadcasts and SMS messages never make it to their intended destination or do so after a significant delay. Results Squared cannot guarantee the delivery of any message sent over the PS Connect system.
10. Other General Terms
This agreement is governed by the laws of England, where PS Connect originates and is designed to be accessed and is deemed to be made in England. You hereby consent to the exclusive jurisdiction of the English courts in all disputes arising out of or relating to the use of PS Connect. Use of PS Connect is unauthorised in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Results Squared as a result of this agreement or use of PS Connect. Each and every provision of this agreement is separate and severable. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set out above, then the validity and enforceability of the remainder of the terms and conditions shall not be affected. These terms and conditions and the Service Agreement constitute the entire agreement between you and Results Squared with respect to PS Connect and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Results Squared with respect to PS Connect. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Any rights not expressly granted herein are reserved. You will be responsible for all charges, fees, duties, taxes, and assessments arising out of the use of PS Connect.
11. Variation of these Terms and Conditions
Results Squared reserves the right to make changes under which PS Connect is offered which are necessary to comply with any legal or statutory requirement or which do not materially affect the nature or the quality of the services being offered by Results Squared. It is advisable to regularly visit the access agreement on the site as the current version will be binding on you.
B. PS Connect Software Terms and Conditions
By installing PS Connect and/or accessing any part of the PS Connect service the user is agreeing to all the terms and conditions of these terms and conditions, and consent to be bound by and become a party to the Service Agreement and these terms and conditions. Should the user not agree to all the terms and conditions of the Service Agreement and these terms and conditions, or cannot comply with these terms and conditions, they should terminate the registration process, therefore surrendering any and all authority to use the service. If the client is deemed to have ordered the service, Results Squared’s acceptance is expressly conditioned upon assent to all the terms and conditions of the Service Agreement and the terms and conditions, to the exclusion of all other terms; if these terms are considered an offer by Results Squared Ltd, acceptance is expressly limited to these terms.
1. The Service
The Service consists of a Cloud Based message application, Mobile application(s), translation tools, social media management tools, SMS gateway access, e-mail facility, voice broadcast facility, data encryption, data transmission, data access, data storage and, if applicable, synchronisation software. The USER is responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access the Service, and for paying all third-party access charges (e.g., ISP, telecommunications) incurred while using the Service. Results Squared Ltd makes no guarantees as to the continuous availability of the Service or any specific feature(s) of the Service. Results Squared Ltd reserves the right to make changes under which PS Connect is offered which are necessary to comply with any legal or statutory requirement or which do not materially affect the nature or the quality of the services being offered.
2. Use of Proprietary Software
Subject to the terms and conditions of the Service Agreement and these terms and conditions and UK Law, Results Squared Ltd grants the USER an individual, personal, non-sub licensable, non-exclusive and non-transferable license (“the License”) to use its proprietary software and/or application service, in object code form only, and only in accordance with the applicable end user documentation, if any, and only in conjunction with the PS Connect Service Agreement. The USER will not, directly or indirectly, reverse engineer, de-compile, disassemble or otherwise attempt to establish the source code or underlying ideas or algorithms of the software; modify, translate, or create derivative works based on the software/ application; or copy (except for archival purposes), rent, lease, distribute, assign, or otherwise transfer rights to the software/application; use the software/application for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels with regard to PS Connect products and/or services. As between the parties, the USER acknowledges that Results Squared Ltd, and its licensors retain ownership of all propriety applications, software, intellectual property “IP” and any portions or copies thereof, and all rights therein. Upon termination of this Service Agreement for any reason, this License will terminate and the USER shall destroy and cease to use all software and applications. The software is provided and applications are offered, “as is” and subject to the warranty disclaimers and limitations of liability found in this service agreement.
3. Account Number, Password, And Security
To open an account for usage of the Service, the USER must complete the registration process by providing Results Squared Ltd with current, complete and accurate information as prompted by the Registration Form (Page 3 of this agreement). The USER will also choose a password to be assigned. The USER is entirely responsible for maintaining confidentiality with regard to his/her password and other account information. Furthermore, the USER is entirely responsible for any and all activities that occur under its account. Results Squared Ltd will not be held liable to any third party claims and or actions taken with respect to services offered. The USER agrees to notify Results Squared Ltd immediately of any unauthorised use of its account or any other breach of security.
4. Account Privacy
It is Results Squared ‘s policy to respect the privacy of the USER. Results Squared Ltd will not monitor, edit, or disclose any personal information about the USER or the USER’s PS Connect account, including its contents, without the USER’s prior permission unless Results Squared Ltd has a good faith belief that such action is necessary to:
(1) conform to legal requirements or comply with legal process;
(2) protect and defend the rights or property of Results Squared Ltd;
(3) enforce this Service Agreement or protect Results Squared’s business or reputation, including without limitation upon termination, cancellation or suspension of this Agreement by Results Squared Ltd;
(4) respond to request for identification in connection with claim of copyright or trademark infringement by the USER or a claim by a third party that the USER is using the Service in connection with an infringing, illegal or improper activity; or
(5) act to protect the interests of the USER or others. The USER agrees that Results Squared Ltd may access its account, including its contents, as stated above or to respond to service or technical issues.
5. Message And Other Limitations
Results Squared Ltd assumes no responsibility for the deletion or failure to store information. Results Squared sets no fixed upper limit on the number of messages the USER may send through the Service; however, Results Squared Ltd reserves the right, at its sole discretion, to determine whether or not the USER’s conduct is consistent with the letter and spirit of the Service Agreement and may terminate the Service if the USER’s conduct is found to be inconsistent with the Agreement. Results Squared Ltd may, in the future, with prior notification, limit the amount of storage space available to each Account.
6. User Conduct
Any unauthorised commercial use of the Service, or the resale of the Service, is expressly prohibited. The USER agrees to abide by all applicable local, national and international laws and regulations and are solely responsible for all acts or omissions that occur under its account or password, including the content of any transmissions through the Service. By way of example, and not as a limitation, the USER agrees not to:
A. Use the Service in connection with chain letters, junk Speedmail, junk SMS messages, spamming or any duplicative or unsolicited messages (commercial or otherwise);
B. Harvest or otherwise collect information about others, including email addresses, without their consent;
C. Create a false identity or forged Speedmail or mobile phone address or header, or otherwise attempt to mislead others as to the identity of the sender or the origin of the message;
D. Transmit through the Service unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature;
E. Transmit any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright or right of publicity;
F. Libel, defame or slander any person, or infringe upon any person’s privacy rights;
G. Transmit any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs;
H. Interfere with or disrupt networks PS Connect to the Service or violate the regulations, policies or procedures of such networks;
I. Attempt to gain unauthorised access to the Service, other accounts, computer systems or networks PS Connect to the Service, through password mining or any other means;
J. Interfere with another USER’s use and enjoyment of the Service or another entity’s use and enjoyment of similar services; or
K. Engage in any other activity that Results Squared Ltd believes could subject it to criminal liability or civil penalty or judgment.
7. Your Right To Cancel
Termination or Cancellation by the USER. For the avoidance of doubt, any reference to ‘days’ are considered sequential calendar days and not working days. A ‘month’ is considered to be one complete calendar month, eg. 15th February until 14th March. The Service Agreement will continue for the full term of your Contract Period (see page 4). The Service Agreement may only be terminated by the USER giving three months written notice prior to the end of the Contract Period to Results Squared Ltd by recorded delivery to the following address: Cancellations, RS Connect Ed / Results Squared Ltd, Suite 4, Albion House, Savile Street, Sheffield S4 7UD. Once this notice is received the Contract will cease on its period end date, and not before. If Results Squared Ltd does not receive notification of cancellation 3 months prior to the end of the contract period, this service agreement will move into a further Contract period of the same length as the initial contract period. The monthly licence fee charged for any new contract period(s) will be in line with the published list price at that time.
8. School Customer Status Change
If the School/Academy customer closes or undergoes any entity change, for example a change to its status, management or overarching authority (including becoming an Academy, ceasing to be an Academy, joining or leaving an Academy Trust/Federation, undergoing a school merger), during the contract period, then this Service Agreement and any billings pertaining to it will remain payable in full by the new school entity. When Results Squared Ltd becomes aware of an upcoming permanent closure or status change an invoice for all outstanding Licence fees across the term of the contract period will be issued immediately (Standard 14 day payment terms will apply).
9. Modification Of Terms; Termination, Cancellation, And Suspension
A. Modification of Terms. Results Squared Ltd frequently updates, modifies, and otherwise continually seeks to improve the PS Connect services and products. Such changes often dictate that we simultaneously modify our Terms and Conditions of Use. As such, Results Squared Ltd shall have the right to modify the terms of this Agreement and to change or discontinue any aspect or feature of the PS Connect service, in either case, as it deems reasonably necessary on the basis that the nature and quality of the Service are not materially affected.
B. Termination, Cancellation and/or Suspension by Results Squared Ltd MM; Disclosure of Information. This Agreement and the license granted hereunder may be terminated, cancelled and/or suspended by Results Squared at any time if, in Results Squared’s sole discretion, the USER breaches these Terms of Service.
C. In the event that Results Squared Ltd receives complaints from recipients or third parties with respect to the use of the Service, Results Squared additionally reserves the right, in its sole discretion, to disclose any and all information to the recipient, applicable authorities or any other party with regard to its clients and application USERs.
D. Obligations Upon Termination and/or Cancellation. Upon any termination, cancellation and/or suspension of the Service Agreement, the USER is responsible for any obligations then accrued including, but not limited to, payment of any costs or charges that may arise in connection with such termination, cancellation and/or suspension, and payment of all outstanding transaction fees for use prior to said termination, cancellation and/or suspension occurs. Payment and other obligations under this Service Agreement are not suspended, stayed, or otherwise affected by a suspension of access to / or use of PS Connect (in whole or in part) where said suspension arises from the USER’s failure to comply with, or violation of, the terms of this Service Agreement or of any law or legal obligation. Upon termination and/or cancellation, for any reason, the USER agrees to immediately cease using PS Connect and remove all PS Connect software and applications on any computer, database, server (local or remote) in your possession or under its control. Results Squared Ltd shall have no obligation to the USER after any termination or cancellation of this Service Agreement.
10. Warranties And Liabilities
The user expressly acknowledges and agrees that use of the service (including 3rd party SMS gateways and mobile phone networks) and the internet generally is at its own risk and that PS Connect is provided “as is” and “as available” without any warranties or conditions whatsoever, express or implied. Results Squared Ltd will use commercially reasonable efforts to make access to PS Connect available to the user through the required access protocols, but makes no warranty or guarantee that the user will be able to access PS Connect at any particular time or any particular location.
B. Additional Limitations
Without limiting the generality of the terms set forth in Section 9(A), Results Squared Ltd and its affiliates, agents, content providers, service providers, and licensors:
(i) hereby disclaim all express and implied warranties as to the accuracy, completeness, noninfringement, merchantability or fitness for particular purpose of PS Connect generally, and any content or services contained therein, as well as all express and implied warranties that the operation of PS Connect generally and any content or services contained therein will be uninterrupted or error- free;
(ii) shall in no event be liable to the user or anyone else for any inaccuracy, error or omission in, or loss, injury or damage caused in whole or in part by failures, delays or interruptions of the service generally, and any aspect ancillary thereto; (the user agrees to indemnify PS Connect pursuant to section 11 hereof for any and all third party claims arising from such failures, delays or interruptions in connection with regard to use of the service); without in any way limiting the foregoing, Results Squared Ltd shall in no event have (in the aggregate) any liability whatsoever in connection with this agreement in excess of an amount equal to two times the lowest monthly licence fee applicable to such account and /or claim in effect for the monthly period immediately preceding the date of the first claim made by the user and/or the user alleging liability.
C. High Risk Actvities
The PS Connect service is not fault-tolerant and is not designed, manufactured or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performance. In addition to the other disclaimers and limitations contained within this agreement, Results Squared Ltd and its affiliates, agents, content providers, service providers and licensors specifically disclaim any express or implied warranty of fitness for high risk activities including emergency notification services. Some jurisdictions do not allow the exclusion or limitation of warranties or incidental or consequential damages, so the above limitations or exclusions may not apply. In such jurisdictions, Results Squared’s liability (and the liability of its affiliates, agents, content providers and service providers) shall be limited to the greatest extent permitted by applicable law.
11. Third Party Beneficiaries
Notwithstanding anything to the contrary contained herein, the provisions for “No Warranties and Liabilities” set forth in Section 9 herein are for the benefit of Results Squared Ltd and its affiliates, agents, content providers and service providers and each shall have the right to assert and enforce such provisions directly on its own behalf.
The USER agrees to indemnify, hold harmless, and defend Results Squared Ltd and its affiliates, agents, content providers and service providers, against any and all claims, liabilities, damages, costs and expenses (including, but not limited to, consequential damages, incidental damages, special damages, attorneys’ fees and disbursements) arising from or relating to
(i) the use of the Service in any manner which violates the terms of this Service Agreement or otherwise violates any law, rule, or regulation and
(ii) any claims made by third parties arising from your use of the Service, including without limitation any and regulation all third party claims arising from or related to any failure, delay or interruption to the Service. The USER agrees to cooperate as fully as is reasonably required in the defence of any claim. Results Squared Ltd reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by the USER.
The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of this Service Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Service Agreement will otherwise remain in full force and effect and enforceable. In this Agreement, any reference to the singular includes the plural and vice versa, any reference to natural persons includes legal persons and vice versa and any reference to a gender includes the other genders. This Agreement shall be governed by and construed and interpreted in accordance with the law of the United Kingdom. No agency, partnership, joint venture, or employment is created as a result of this Service Agreement and the USER does not have any authority of any kind to bind Results Squared Ltd in any respect whatsoever. In any action or proceeding to enforce rights under this Service Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Service Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. These terms and conditions constitute the whole agreement between Results Squared and the USER and no party shall be bound by any undertakings, representations, warranties, promises or the like not recorded herein.
14. Payment For PS Connect
PS Connect is licensed by Results Squared Ltd to the user under the terms described in this agreement. The nature of the licence is described herewith:
The licence is for the duration of the Service Agreement.
When signing up to the PS Connect service, you accept that this is primarily a web based service. Acceptance of our Terms and Conditions is part of our license agreement process, and variations to these Terms and Conditions will be made to the web version of this document. When agreeing to these Terms and Conditions, you are also agreeing to Results Squared Ltd charging monthly license fees. By becoming a user, you agree to pay on time any fees, tariffs or other charges for purchases, other types of services and charges as set out on www.resultssquared.com or you agree with Results Squared Ltd. If license fees which are due are not paid by you Results Squared Ltd has the right to cancel your account immediately. All invoices will quote the Service Agreement Contract Reference as authorisation and payment terms are strictly 30 days from the date of invoice. Your statutory rights are not affected. All PS Connect costs are stated excluding VAT at all times. SMS Text and Voice broadcast costs are subject to fluctuation and can be changed with 30 days notice from Results Squared Ltd.
Should there be any reason for Results Squared Ltd to suspend the Client’s services; Results Squared will notify the client immediately of its intention to suspend said services.