Terms of Service
Terms of Service
These terms and conditions are the contract between you and Image Analyser Ltd (“us”, “we”, etc). By signing up for our Services, you agree to be bound by them.
We are Image Analyser Ltd, a company registered in United Kingdom, number 05497088
Our address is Image Analyser Limited, Kestrel Court, Waterwells Drive, Quedgeley, Gloucester, GL2 2AT
VAT Registration Number: 868303604
You are: Anyone who uses Our Website or Services from us.
Please read this agreement carefully and save it. If you do not agree with it, you should leave Our Website and stop using the site or the Services immediately.
These are the agreed terms
|“Content”||means the textual, visual or aural content that is encountered as part of your experience on Our Website. It may include, among other things: text, images, sounds, videos and animations. It includes Content Posted by you and uploaded to our services.|
|“Intellectual Property"||means intellectual property owned by us, of every sort, whether or not registered or registrable in any country, including intellectual property of all kinds coming into existence after today; and including, among others, patents, trademarks, unregistered marks, designs, copyrights, software, domain names, discoveries, know-how, creations and inventions, together with all rights which are derived from those rights.|
|“Our Website”||means any website or service designed for electronic access by mobile or fixed devices which is owned or operated by us. It includes all of the hardware and software installations that enable our website to function.|
|“Post"||means place on or into our website or uploaded to our services any Content or material of any sort by any means.|
|“Services”||means the Image Analyser Visual Intelligence Solution and any of its components available from our website, whether free or charged.|
- In this agreement unless the context otherwise requires:
- 2.1 the headings to the paragraphs and schedules (if any) to this agreement are inserted for convenience only and do not affect the interpretation.
- 2.2 any agreement by either party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing.
- 2.3 this agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.
3. Basis of Contract
- 3.1 In entering into this agreement you have not relied on any representation or information from any source except the definition and explanation of the services given on Our Website.
- 3.2 Subject to these terms and conditions, we agree to provide to you some or all of the services described on our Website at the prices we charge from time to time.
- 3.3You acknowledge that you understand exactly what is included in the services and you are satisfied that the Services are suitable and satisfactory for your requirements;
- 3.4 So far as we allow use of our Intellectual Property, we grant a licence to you, limited to the terms set out in this agreement.
- 3.5 Our contract with you and licence to you last for one year from the date of entering into this agreement. Any
- 3.6 The contract between us comes into existence from the date you enter into this agreement.
- 3.7 We may change this agreement and / or the way we provide the services, at any time. If we do:
- 3.7.1 the change will take effect when we Post it on our website.
- 3.7.2 we will give you notice of the change. If you do not accept the change, we will give you up to 30 days free supply of the Service to find an alternative supplier.
- 3.7.3 if you make any payment for Services or goods in the future, you will do so under the terms Posted on Our Website at that time.
4. Your account and personal information
- 4.1 When you visit Our Website, you accept responsibility for any action done by any person using your name, account or password. You should take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner.
- 4.2 You agree that you have provided accurate, up to date, and complete information about yourself. We are not responsible for any error made as a result of such information being inaccurate.
- 4.3 You agree to notify us of any changes in your information immediately it occurs. If you do not do so, we may terminate your account without prior notification.
5. The price
- 5.1 The prices payable for Services are clearly set out on Our Website.
- 5.2 The price charged for any services may differ from one country to another. You may not be entitled to the lowest price unless you reside in the qualifying country.
- 5.3 Prices are exclusive of any applicable value added tax or other sales tax.
- 5.4 If, by mistake, we have under-priced a service, we will not be liable to supply that Service to you at the stated price, provided that we notify you before we provide it to you.
- 5.5 Any details given by us in relation to exchange rates are approximate only and may vary from time to time.
- 5.6 You will pay all sums due to us under this agreement by the means specified without any set-off, deduction or counterclaim.
- 5.7 All monies paid by you to us are non-refundable and cancellation and/or termination of this agreement by you or us at any time for any reason will not entitle you to a refund of monies paid.
6. Security of your credit card
We take care to make Our Website safe for you to use.
- 6.1 Card payments are not processed through pages controlled by us. We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment.
- 6.2 If you have asked us to remember your credit card details in readiness for your next purchase or subscription, our payment service provider will securely store your payment details on their systems. These details will be fully encrypted and only used to process your automatic monthly payments or other transactions which you have initiated.
7. How we handle your Content
- 7.1 We use Content you Post to our Services only to improve the accuracy and performance of the Services we provide. We will not supply or sell Content you Post to third parties.
- 7.2 If you Post Content to any public area of Our Website it becomes available in the public domain. We have no control who sees it or what anyone does with it.
- 7.3 Even if access to your text is behind a user registration it remains effectively in the public domain because someone has only to register and log in, to access it. You should therefore avoid Posting unnecessary confidential information.
- 7.4 You agree to waive your right to be identified as the author and your right to object to derogatory treatment of your work as provided in the Copyright, Designs and Patents Act 1988 s80.
- 7.5 Posting content of any sort does not change your ownership of the copyright in it. We have no claim over it and we will not protect your rights for you.
- 7.6 You understand that you are personally responsible for your breach of someone else’s intellectual property rights, defamation, or any law, which may occur as a result of any Content having been Posted by you;
- 7.7 You accept all risk and responsibility for determining whether any Content is in the public domain and not confidential.
- 7.8 Please notify us of any security breach or unauthorised use of your account.
8. Restrictions on what you may Post to Our Website
We invite you to contribute Content to Our Website in several ways and for different purposes. We have to regulate your use of Our Website to protect our business and our staff, to protect other users of Our Website and to comply with the law. These provisions apply to all users of Our Website.
We do not undertake to moderate or check every item Posted, but we do protect our business vigorously. If we believe Content Posted breaches the law, we shall co-operate fully with the law enforcement authorities in whatever ways we can.
You agree that you will not use or allow anyone else to use Our Website to Post Content or undertake any activity which is or may:
- 8.1 be unlawful, or tend to incite another person to commit a crime;
- 8.2 be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age or affiliation with any person;
- 8.3 use a Posting to solicit responses unconnected with the purpose of Our Website or the terms proposed by this agreement;
- 8.4 request or collect passwords or other personal information from another user without his permission, nor Post any unnecessary personal information about yourself;
- 8.5 be used to sell any goods or services or for any other commercial use not intended by us, for yourself or for any other person. Examples are: sending private messages with a commercial purpose or collecting information with the intention of passing it to a third party for his commercial use;
- 8.6 facilitate the provision of unauthorised copies of another person’s copyright work;
- 8.7 link to any of the material specified in this paragraph;
9. Your Posting: restricted content
In connection with the restrictions set out below, we may refuse or edit or remove a Posting which does not comply with these terms.
In addition to the restrictions set out above, a Posting must not contain:
- 9.1 hyperlinks, other than those specifically authorized by us;
- 9.2 keywords or words repeated, which are irrelevant to the Content Posted.
- 9.3 the name, logo or trademark of any organisation other than yours.
- 9.4 inaccurate, false, or misleading information;
10. Removal of offensive Content
- 10.1 For the avoidance of doubt, this paragraph is addressed to any person who comes on Our Website for any purpose.
- 10.2 We are under no obligation to monitor or record the activity of any user of Our Website for any purpose, nor do we assume any responsibility to monitor or police Internet-related activities. However, we may do so without notice to you and without giving you a reason.
- 10.3 If you are offended by any Content, the following procedure applies:
- 10.3.1 your claim or complaint must be submitted to us in the form available on Our Website, or contain the same information as that requested in our form. It must be sent to us by email.
- 10.3.2 we shall remove the offending Content as soon as we are reasonably able;
- 10.3.3 after we receive notice of a claim or complaint, we shall investigate so far as we alone decide;
- 10.3.4 we may re-instate the Content about which you have complained or we may not.
- 10.4 In respect of any complaint made by you or any person on your behalf, whether using our form of complaint or not, you now irrevocably grant to us a licence to publish the complaint and all ensuing correspondence and communication, without limit.
- 10.5 You now agree that if any complaint is made by you frivolously or vexatiously you will repay us the cost of our investigation including legal fees, if any.
11. Security of Our Website
If you violate Our Website or Services we shall take legal action against you.
You now agree that you will not, and will not allow any other person to:
- 11.1 modify, copy, or cause damage or unintended effect to any portion of our website, services, or any software used within it.
- 11.2 link to our site in any way that would cause the appearance or presentation of the site to be different from what would be seen by a user who accessed the site by typing the URL into a standard browser;
- 11.3 download any part of Our Website, without our express written consent;
- 11.4 collect or use any product listings, descriptions, or prices;
- 11.5 collect or use any information obtained from or about Our Website or the Content except as intended by this agreement;
- 11.5 aggregate, copy or duplicate in any manner any of the Content or information available from our website, other than as permitted by this agreement or as is reasonably necessary for your use of the services;
- 11.7 Despite the above terms, we now grant a licence to you to:
- 11.7.1 create a hyperlink to Our Website for the purpose of promoting an interest common to both of us. You can do this without specific permission. This licence is conditional upon your not portraying us or any product or service in a false, misleading, derogatory, or otherwise offensive manner. You may not use any logo or other proprietary graphic or trademark of ours as part of the link without our express written consent.
- 11.7.2 you may copy the text of any page for your personal use in connection with the purpose of our website or a service we provide.
12. Interruption to Services
- 12.1 If it is necessary for us to interrupt the Services, we will give you reasonable notice where this is possible and when we think the down time is such as to justify telling you.
- 12.2 You acknowledge that the Services may also be interrupted for many reasons beyond our control.
- 12.3 You agree that we are not liable to you for any loss, foreseeable or not, arising from any interruption to the Services.
13. Intellectual Property
You agree that at all times you will:
- 13.1 cause or permit anything which may damage or endanger our title to the Intellectual Property;
- 13.2 notify us of any suspected infringement of the Intellectual Property;
- 13.3 indemnify us for any loss or expense arising from your misuse of the Intellectual Property;
- 13.4 not use any name or mark similar to or capable of being confused with any name or mark of ours;
- 13.5 as far as concerns the software provided or made accessible by us to you, you will not:
- 13.5.1 copy, or make any change to any part of its code;
- 13.5.2 use it in any way not anticipated by this agreement;
- 13.5.3 give access to it to any other person than you, the licensee in this agreement;
- 13.5.4 in any way provide any information about it to any other person or generally.
- 13.6 not use the Intellectual Property except directly as anticipated by us in provision of the Services.
14. Disclaimers and limitation of liability
- 14.1 The law differs from one country to another. This paragraph applies so far as the applicable law allows.
- 14.2 All implied conditions, warranties and terms are excluded from this agreement. If in any jurisdiction an implied condition, warrant or term cannot be excluded, then this sub paragraph shall be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.
- 14.3 Our Website and Our Services are provided “as is”. We make no representation or warranty that the Service will be:
- 14.3.1 useful to you;
- 14.3.2 of satisfactory quality;
- 14.3.3 fit for a particular purpose;
- 14.3.4 available or accessible, without interruption, or without error;
- 14.4 We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website or Services.
- 14.5 We shall not be liable to you for any loss or expense arising out of or in connection with your use of Our Website or Services, which is indirect or consequential loss, or economic loss or other loss of turnover, profits, business or goodwill. This applies whether in an action of contract, negligence or otherwise, even if such loss was reasonably foreseeable or we knew you might incur it.
- 14.6 We make no representation or warranty and accept no responsibility in law for:
- 14.6.1 accuracy of any Content or the impression or effect it gives;
- 14.6.2 delivery of Content, material or any message;
- 14.6.3 privacy of any transmission;
- 14.6.4 any aspect or characteristic of any goods or services advertised on Our Website;
- 14.7 Our Website includes Content Posted by third parties. We are not responsible for any such Content. If you come across any Content which offends you, please contact us via the “Contact us” page on Our Website.
- 14.8 We will do all we can to maintain access to Our Website, but it may be necessary for us to suspend all or part of our service for repairs, maintenance or other good reasons. We may do so without telling you first.
- 14.9 You agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us in the immediately preceding 12-month period for the Services concerned.
- 14.10 This paragraph (and any other paragraph which excludes or restricts our liability or provides an indemnity to us) applies to our directors, officers, employees, subcontractors, agents and affiliated companies, as well as to us. Any of them may enforce this provision under the Contracts (Rights of Third Parties) Act 1999.
- 14.11 If you become aware of any breach of any term of this agreement by any person, please tell us by email or post. We welcome your input but do not guarantee to agree with your judgement.
- 14.12 Nothing in this agreement excludes liability for a party’s fraud.
15. You indemnify us
You agree to indemnify us against all costs, claims and expense arising directly or indirectly from:
- 15.1 your failure to comply with the law of any country;
- 15.2 your breach of this agreement;
- 15.3 a contractual claim arising from your use of the Services
- 15.4 a breach of the intellectual property rights of any person;
- 15.5 and for the purpose of this paragraph you agree that the cost of our management and technical time is properly recoverable and can reasonably be valued at £00 per hour without further proof.
16. Dispute resolution
In this paragraph the term “ADR Provider” means an approved body under the Alternative Dispute Resolution for Consumer Dispute Regulations 2015.
The following terms apply in the event of a dispute between the parties:
- 16.1 If you are not happy with our services or have any complaint, then you must tell us by email message to email@example.com
- 16.2 If a dispute is not settled as set out above, we hope you will agree to attempt to resolve it by engaging in good faith with us in a process of mediation or arbitration.
- 16.3 If you are in any way concerned, you should read the regulations at:
17. Miscellaneous matters
- 17.1 If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
- 17.2 The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.
- 17.3 If you are in breach of any term of this agreement, we may:
- 17.3.1 publish all text and Content relating to the claimed breach, including your name and email address and all correspondence between us and our respective advisers; and you now irrevocably give your consent to such publication.
- 17.3.2 terminate your account and refuse access to Our Website;
- 17.3.3 remove or edit Content, or cancel any order at our discretion;
- 17.3.4 issue a claim in any court.
- 17.4 No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
- 17.5 You agree that we may disclose your information including assigned IP numbers, account history, account use, etc. to any judicial or proper legal authority who makes a written request without further consent or notification to you.
- 17.6 Any communication to be served on either party by the other shall be delivered by hand, sent by first class post, recorded delivery or by e-mail.
|It shall be deemed to have been delivered:|
|if delivered by hand: on the day of delivery;|
|if sent by post to the correct address: within 72 hours of posting;|
|If sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender.|
- This agreement does not give any right to any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise, except that any provision in this agreement which excludes or restricts the liability of our directors, officers, employees, subcontractors, agents and affiliated companies, may be enforced under that Act.
- In the event of any conflict between any term of this agreement and the provisions of the articles of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.
- The validity, construction and performance of this agreement shall be governed by the laws of England and Wales.
Notice of right of cancellation:
Information about your statutory right to cancel
Your right to cancel
Under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, you have the right to cancel this contract within 14 days without giving any reason.
The cancellation period will expire 14 days after the contract was made. That means you can cancel before you have downloaded the product or we have delivered it to you.
Exception when you opt out
Before we agree to provide our Services, we therefore ask that you give up your right to cancel, as the law allows. If you do not agree, we shall not work for you.
If you tick the box on our website to confirm acceptance of this agreement, you:
- confirm that you want us to supply the service before the expiry of 14 days.
- confirm that you want us to start work for you in any service provision.
- accept that you will lose your right to cancel the contract.
- understand that your agreement is a term of the contract between us.