ASK4's Standard Trial Terms & ConditionsThe contract is made up of:
• the order or proposal;
• ASK4’s Standard Trial Terms & Conditions; and
• if software is supplied, ASK4’s Software Trial Terms & Conditions (together the “Agreement”) and if there is a conflict between these documents, the order of precedence shall be as listed above (highest to lowest). The terms defined below are per the order or proposal provided to You.
1.0 SCOPE
1.1. This Agreement governs the testing, demonstration, trial, and other evaluative (but not developmental or productive) use of the certain services installed to otherwise provided by ASK4 (the "Evaluation Services") for the sole purpose of Your own internal evaluation of the Evaluation Services in a non-productive capacity and not for any commercial or other business or operational purposes (the Evaluation Purpose). ASK4 will not charge You for use of the Evaluation Services in accordance with our Agreement.
1.2.The parties agree to enter into good faith exclusive negotiations during the Evaluation Period regarding a supply agreement for the full deployment of the Evaluation Services ( “Purchase Agreement”).
2.0 ASK4 OBLIGATIONS
2.1. ASK4 shall, unless otherwise stated in the Commercial Terms Sheet, deliver and install all the necessary physical hardware ("Trial Products") for the Evaluation Service and all necessary login information to access the Evaluation Services.
2.2. ASK4 shall be entitled to modify the features and functionality of the Evaluation Services at any time but shall not be under any obligation to do so. ASK4 has no obligation under our Agreement to provide any maintenance, support, or other technical services relating to the Evaluation Services.
3.0 RISK & TITLE
3.1. You acknowledge that during the Evaluation Period, ownership of the equipment deployed shall at all times be retained by ASK4. After the Evaluation Period, if a Purchase Agreement is not agreed upon, You shall grant ASK4 reasonable access to the Site to remove the Trial Products and you shall co-operate with any reasonable requests that ASK4 may make regarding such removal.
3.2. ASK4 shall ensure the Site is left in as good a state and condition as it was at the commencement of this Trial (reasonable use and wear excepted).
4.0 DATA PROTECTION AND BILLING
4.1. ASK4 acts as a data processor, not the data controller, in respect of any personal data collected as part of the Evaluation Services. ASK4 shall process personal data based on the Data Processing Agreement (available at https://www.ask4.com/legal/ask4-data-processing-agreement).
4.2. You shall be solely responsible for the provision of appropriate fair processing information to relevant trial residents.
5.0 LIMITATION OF LIABILITY
5.1. You acknowledge that the Evaluation Services made available to You under or in connection with our Agreement are provided on an ‘as is’ and ‘as available’ basis and without warranty or other obligation, whether express or implied, to the maximum extent permitted by applicable law. Any implied terms relating to quality, fitness for any particular purpose, or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.
5.2. ASK4’s liability under or in connection with our Agreement (regardless of whether such liability arises in tort, contract, or in any other way and whether or not caused by negligence or misrepresentation or under any indemnity) shall be as set out in this clause.
5.3. Subject to clause 5.4, ASK4’s aggregate liability howsoever arising under or in connection with our Agreement shall not exceed £5,000.00.
5.4. Subject to clause 5.4, ASK4 shall not be liable for consequential, indirect, or special losses or any of the following (whether direct or indirect): loss of business, profit, or revenues; unauthorised access to or disclosure of personal data; damage, destruction, loss of use or corruption of any data; loss or corruption of software or systems; loss or damage to equipment; harm to reputation or loss of goodwill; loss of use; loss of production; loss of contract; loss of opportunity; loss of savings, discount, or rebate (whether actual or anticipated); and/or wasted expenditure.
5.5. Notwithstanding any other provision of our Agreement, ASK4’s liability shall not be limited or excluded for any other losses which cannot be excluded or limited by applicable law.
6.0 TERM, SUSPENSION, AND TERMINATION
6.1. The Agreement shall come into force on the commencement of the Evaluation Period and, unless terminated earlier by its terms, shall continue for the duration of the Evaluation Period after which it shall automatically expire.
6.2. Either party may immediately terminate our Agreement or the provision of any of the Evaluation Services at any time for convenience by notice to the other.
6.3. ASK4 may suspend the provision of Evaluation Services (in whole or in part) at any time with or without notice.
6.4. Immediately on termination or expiry of the Agreement (for any reason), You shall stop using the Evaluation Services and allow ASK4 to collect the Trial Products.
6.5 GENERAL
6.6. Variation: No variation of our Agreement shall be valid or effective unless it is made in accordance with our Agreement or made in writing, refers to our Agreement, and is duly signed or executed by, or on behalf of, each party.
6.7. Assignment and subcontracting: ASK4 may at any time assign, subcontract, sublicense (including by multi-tier), transfer, mortgage, charge, declare a trust of, or deal in any other manner with any or all of its rights or obligations under our Agreement. You shall not assign, transfer, subcontract, sublicense, mortgage, charge, declare a trust of, or deal in any other manner with any or all of its rights or obligations under our Agreement (or the Evaluation Service or the Trial Products), in whole or in part, without ASK4’s prior written consent.
6.8. Governing law and jurisdiction: Our Agreement and any dispute or claim arising out of, or in connection with it, its subject matter, or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England & Wales. The parties irrevocably agree that the courts of England & Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, our Agreement, its subject matter, or formation (including non-contractual disputes or claims).
ASK4’S SOFTWARE TRIAL TERMS & CONDITIONS
1.0 RIGHT TO USE
1.1. Subject to the terms of our Agreement, ASK4 grants You a non-exclusive, non-transferable, non-assignable, non-sub-licensable, revocable, limited and personal right to use the Trial Platform for the Evaluation Period.
1.2. You may allow its employees (“Authorised Users”) to use the Trial Platform on Your behalf and solely for Your benefit. You shall ensure that only Authorised Users use the Evaluation Services and that such use is at all times in accordance with our Agreement. You shall be liable for the acts and omissions of the Authorised Users as if they were Your own. Any obligation on You to do, or to refrain from doing, any act or thing under this Agreement shall include an obligation upon You to procure that all Authorised Users also do, or refrain from doing, such act or thing.
2.0 SYSTEM REQUIREMENTS
2.1. You acknowledge that use of the Trial Platform is at all times subject to Your compliance with all minimum system requirements as notified to You from time to time.
3.0 RESTRICTIONS
You shall not:
- 3.1. Copy, reproduce, publish, distribute, redistribute, broadcast, transmit, modify, adapt, alter, edit, abstract, store, archive, display publicly or to third parties, sell, license, lease, rent, assign, transfer, disclose (in each case whether or not for a charge) or in any way commercially exploit any part of any Trial Platform;
- 3.2. Permit any (direct or indirect) use of the Trial Platform (or any part) in any manner by any third party;
- 3.3. Create derivative works or improvements based on the Trial Platform;
- 3.4. Permit the Trial Platform to become incorporated into any other program or service or to be combined or merged with any other program;
- 3.5. Attempt to reverse engineer, observe, study or test the functioning of, decompile or otherwise derive or access the source code of the Trial Platform;
- 3.6. Remove, alter, obscure, translate, combine, supplement or change any trademarks, terms, warranties, disclaimers, Intellectual Property Rights, proprietary rights or other symbols, notices, marks, or serial numbers on or relating to the Trial Platform; and
- 3.7. Release, publish or make available any results of its evaluation of the Trial Platform (including, but not limited to, any data concerning availability, functionality or performance) publicly or to any third party.
4.0 DISCLAIMER
4.1. You acknowledge that ASK4 has no obligation (howsoever arising, whether under contract, tort, in negligence or otherwise) to ensure that the Trial Platform is: uninterrupted or error-free; available, up-to-date or maintained; compatible or operates correctly with any particular software, hardware or other systems; or meet Yur’s needs.