CLEAROOMS USER TERMS

These new Terms & Conditions will take effect from 3rd December 2020.

PLEASE READ THESE TERMS OF USE BEFORE ACCESSING AND USING THE PORTAL

1. What’s in these Terms?

1.1 These are the terms (the Terms) upon which Clearooms Limited (Company Number: 12855479) (Clearooms, we, us, our) permits you to access our portal, https://portal.clearooms.com/ (the Portal) in order to use and interact with the hot desk booking feature (the Hot Desk Booking Services).

2. Who we are and what these Terms do

2.1 These Terms set out:

2.1.1 who we are; 
2.1.2 the terms on which we provide access to the Portal and the Hot Desk Booking Services to you;
2.1.3 how changes can be made to the Portal, the Hot Desk Booking Services and these Terms; and
2.1.4 other important information.

3. By logging into the Portal you accept these Terms 

3.1 By logging into, accessing and/or using the Portal, you confirm that you accept these Terms and agree to comply with them (as amended and updated by us from time to time).

3.2 If you do not agree to these Terms do not to login to the Portal.

3.3 You agree that your access to and use of the Portal and Hot Desk Booking Services is for business purposes only and you are not accessing the same as a consumer. 

4. There are other terms that may apply to you

4.1 Where you are accessing and using the Portal in respect of a Customer Account, the Terms & Conditions shall also apply.  

4.2 Our Privacy Notice applies to all users of the Portal.

5. Definitions and Interpretation

5.1 In these Terms, the following words and expressions shall have the following meanings:

Customer Accountthe customer account created as part of our online sign-up process in respect of a particular company in order for such company to access and subscribe to certain products, features, services, technologies and software services to be provided by Clearooms;
Data Protection Legislationunless and until no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) together with and as implemented and/or amended by the Data Protection Act 2018 and any other regulations and secondary legislation relating to data protection in England and Wales;
Hosting ProviderAmazon Web Services or such other third party we appoint to provide hosting on our behalf;
Hosting Provider Termsthe terms and conditions of the Hosting Provider as may be updated from time to time https://portal.clearooms.com/register#;
Intellectual Property Rightsany and all copyrights, moral rights, related rights, patents, supplemental protection certificates, petty patents, utility models, trade marks, trade names, service marks, design rights, database rights, website rights, semi-conductor topography rights, domain name rights, rights in undisclosed information or Confidential Information, rights in get up, goodwill or to sue for passing off, unfair completion rights, and other similar intellectual property rights (whether registered or not) and applications for any such rights as may exist anywhere in the world;
Virusanything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;

5.2 Clause headings shall not affect the interpretation of these Terms and references to Clauses are to the clauses of these Terms.

5.3 A reference in these Terms to:

5.3.1 a person shall include an individual, company, limited liability partnership, corporate firm, partnership, joint venture, association, trusts or unincorporated bodies and associations (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns;
5.3.2 the singular shall include the plural and vice versa and a reference to one gender shall be a reference to the other gender and matter and vice versa;
5.3.3 a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and such statute or statutory provision shall include any subordinate legalisation made from time to time under that statutory provision;
5.3.4 writing or written excludes fax;
5.3.5 include, including and in particular or anything similar are illustrative only and none of them shall limit the sense of the words preceding or following them and each of them shall be deemed to incorporate the expression without limitation.

6. Access to the Portal

6.1 As part of the Customer Account, you are permitted to access, view and use the Portal for the purpose of receiving the Hot Desk Booking Services (the Permitted Purpose) subject to these Terms.

6.2 These Terms will come into effect when you click the “Accept” button (Start Date) and proceed to login to the Portal and will continue until either your access to the Portal is deactivated or suspended or the Customer Account is deactivated or suspended. 

6.3 These Terms are in addition to any other terms you are required to comply with when accessing and using the Portal (as the Portal is hosted on AWS). 

6.4 The Portal is hosted by the Hosting Provider and therefore these Terms are also provided subject to the Hosting Provider Terms, which by you agree to comply with in addition to these Terms.

7. Use of the Portal and the Hot Desk Booking Services

7.1 You must:

7.1.1 use the Portal and the Hot Desk Booking Services in accordance with these Terms;
7.1.2 keep your password and login credentials secure and confidential;
7.1.3 use all reasonable endeavours to prevent any unauthorised access to, or use of, the Portal and/or the Hot Desk Booking Services, in the event of any such unauthorised access or use, promptly notify us;
7.1.4 not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Portal in any form or media or by any means;
7.1.5 not attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Portal;
7.1.6 not access all or any part of the Portal in order to build a product or service which competes with the Portal or the Hot Desk Booking Services;
7.1.7 not license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Portal available to any third party; or
7.1.8 not access, store, distribute or transmit, upload or allow to be uploaded to the Portal, any Viruses, or any material that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence or is discriminatory;
(c) is discriminatory based on race, gender, colour, religious belief, sexual orientation or disability; or
(d) is otherwise illegal or causes damage or injury to any person or property.

8. Your Data and Privacy

8.1 Under Data Protection Legislation, we are required to provide certain information about who we are, how we process personal data, for what purposes and confirm the rights of individuals in relation to their personal data and how to exercise them. This information is provided in our Privacy Notice [https://clearooms.com/privacy-policy/].

8.2 You acknowledge that in order to gain access to the Portal and use the Hot Desk Booking Services, we require certain personal information (your name and email address) which will have been provided to us either directly by you or a third party on your behalf.  We will process such personal data in accordance with our Privacy Notice for the sole purpose of facilitating your access to the Portal and use of the Hot Desk Booking Services.

8.3 If you choose or are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any other individual or third party.

9. Limitations to the Portal

9.1 You acknowledge that:

9.1.1 the Portal and the Hot Desk Booking Services are provided on an “AS IS” and “AS AVAILABLE” basis only and therefore we do not warrant that your use of the Portal or the Hot Desk Booking Services will be uninterrupted or error-free;
9.1.2 we are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and therefore the Portal or the Hot Desk Booking Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities; 
9.1.3 we do not back up any data (including personal data that we may collect from you).  Data may be backed up by our Hosting Provider but we shall be under no obligation to require the Hosting Provider to undertake to backup any data.

10. Intellectual Property Rights

10.1 We and/or our licensors own all Intellectual Property Rights in the Portal and the Hot Desk Booking Services. Except as expressly stated in these Terms, these Terms do not grant you any rights to, or in, any Intellectual Property Rights in respect of the Portal or the Hot Desk Booking Services. 

11. Changes to these Terms

11.1 We may amend or update these Terms from time to time to reflect changes in relevant laws, regulatory requirements, best practice or to deal with additional features which we may introduce to the Portal or the Hot Desk Booking Services. We will notify you by email that our Terms have been updated and will aim to give 30 days notice of any changes. Please check these Terms to ensure you understand the terms that apply at that time.

11.2 The Terms (as amended) shall apply each and every time you access the Portal and/or use the Hot Desk Booking Services.

12. Our responsibility for loss or damage suffered by you

12.1 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

12.2 We exclude all implied conditions, warranties, representations or other terms that may apply to our Portal or any content or services provided via the Portal (including the Hot Desk Booking Services).

12.3 We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with you access to and/or use of the Portal and/or Hot Desk Booking Services.  

12.4 In particular, we will not be liable for:

12.4.1 loss of profits, sales, business, or revenue;
12.4.2 business interruption;
12.4.3 loss of anticipated savings;
12.4.4 loss of business opportunity, goodwill or reputation; or
12.4.5 any indirect or consequential loss or damage.

12.5 If you are accessing the Portal on behalf of or for the purpose of a Customer Account our liability is to the customer only and is as set out in our Terms & Conditions and we shall have no liability to you.

13. Termination

13.1 We may terminate these Terms and your right to access and use the Portal and the Hot Desk Booking Services:

13.1.1 immediately if you commit a material or persistent breach of these Terms; or
13.1.2 if the Customer Account in respect of which your login credentials are associated, is terminated; or
13.1.3 if we, or any administrator of the Customer Account in respect of which your login credentials are associated, de-activates your login credentials.

13.2 Upon termination for any reason:

13.2.1 all rights granted to you under these Terms shall cease; and
13.2.2 you must cease all activities authorised by these Terms.

14. General 

14.1 Events outside our control.  We shall not be deemed to be in breach of these Terms or otherwise liable to you in any manner whatsoever for any failure or delay in performing our obligations under these Terms due to any event or circumstance beyond our reasonable control, or which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable.

14.2 Warranties.  Except as expressly set out in these Terms, all warranties, conditions terms and undertakings, express or implied, statutory or otherwise are excluded to the fullest extent permitted by law. 

15. Assignment.  You shall not be entitled to assign, charge or otherwise transfer these Terms or any of its rights or obligations under these Terms, sub-license the right to use the Portal or hold the benefit of these Terms in trust for any other person without our prior written consent. 

15.1 Entire Agreement.  These Terms and any documents expressly referred to in them contains the entire understanding between us and you and supersede any subsisting agreements, arrangements, understandings, negotiations, discussions or correspondence (written or oral, express or implied) relating to the subject matter of these Terms.  You acknowledge that you have not relied on any warranty, representation or undertaking (whether made innocently or negligently) which is not contained in or specifically incorporated into these Terms and your only remedy in respect of those representations, statements, assurances or warranties set out in these Terms will be for breach of contract, provided always that nothing in this Clause shall exclude or limit our liability for any fraudulent misrepresentation or warranty fraudulently given and upon which you can prove you have placed reliance.

15.2 Third Party rights.  Nothing in these Terms shall confer any rights on any third parties whether pursuant to the Contract (Rights of Third Parties) Act 1999 or otherwise.

15.3 Waiver. A failure, delay or neglect by us to exercise any right or remedy or enforce any of these Terms shall be construed or deemed to be a waiver or continuing waiver of our rights or remedies, nor shall it preclude or restrict the further exercise of that or any other right or remedy.  No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

15.4 Severance.  If any provision of these Terms becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of these Terms.

16. Notices

16.1 If we are providing notice to you, we shall send such notice to the email address registered under your access to the Portal. Notice can be provided to use in connection with these Terms by email to info@clearooms.com;

16.2 Any notice shall be deemed to have been received the next working day.

16.3 This Clause 16 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. 

17. Governing Law and Jurisdiction

17.1 These Terms and any dispute arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English Law.

17.2 You irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).