User Terms

Effective Date: December 2nd 2020

These User Terms (the “User Terms”) describe the terms that you (in these User Terms, defined as “You” or “Your” as appropriate) must agree to if you are accessing Trelica's public website https://trelica.com (“Website”) or Our subscription SaaS management web application via https://app.trelica.com or any other website notified by Trelica from time to time (the “Services”). The User Terms also apply to Your use of any documents made available by Trelica for use by You for the purpose of explaining how the Services works, as updated by Trelica from time to time (“Documentation”).

In these User Terms, references to "We", “Us”, “Our” and “Trelica” mean Trelica Limited, a company registered in England and Wales with company registration number 11119016. You may have been invited to access the Services (probably through an email link) by a customer of Trelica or a company using Trelica to share information about its SaaS applications and services with other customers of Trelica (each an “Organisation”). This Organisation could be Your employer, or a company You supply services to, and they will have already entered into a separate agreement with Trelica (an “Organisation Agreement”). As a user associated with this Organisation (an “Authorised User”), Your use of the Services is governed by these User Terms. The User Terms also describe your responsibilities and the relationship between You, Us and the Organisation you’re associated with.

Alternatively, if requesting access to a free trial of the Services (a “Trial Subscription”) via the Website for Your Organisation, in accordance with section ‎3.2 below.

THESE USER TERMS ARE A LEGALLY BINDING CONTRACT BETWEEN YOU AND US. BY USING OUR WEBSITE, SERVICES OR DOCUMENTATION, YOU CONFIRM THAT YOU ACCEPT THESE USER TERMS AND THAT YOU AGREE TO COMPLY WITH THEM.

IF YOU DO NOT AGREE TO THESE USER TERMS, YOU ARE NOT AUTHORISED TO USE THE WEBSITE AND/OR THE SERVICES AND DOCUMENTATION AND MUST CEASE USING THE WEBSITE AND/OR THE SERVICES AND DOCUMENTATION IMMEDIATELY.

1. Application and revision of these User Terms and Privacy Policy

1.1 Application of these User Terms:

1.1.1 These User Terms govern Your access to, and use of, the Website and/or the Services and Documentation.

1.1.2 You agree that Your use of the Website and/or the Services and Documentation will at all times be in accordance with these User Terms.

1.2 Changes to these User Terms:

1.2.1 We may revise these User Terms or any additional terms and conditions that are relevant to the Website and/or the Services and Documentation from time to time to reflect changes in the law or to the Website and/or the Services and Documentation.

1.2.2 We will post the revised terms on the Website with a “last updated” date, and may as a matter of convenience provide You with a notification through the Services of such revisions.

1.2.3 You must review the User Terms on a regular basis to obtain timely notice of any revisions. If You continue to use the Website and/or the Services and Documentation after any revisions take effect, You agree to be bound by the revised terms.

1.3 Our Privacy Policy

Please review Our Privacy Policy at https://legal.trelica.com/privacy-policy for more information on how We collect and use the data relating to the use and performance of Our Website and Services.

2. Accessing the Website and/or Services and Documentation

2.1 General:

2.1.1 To the extent permitted by law, We make no representations or warranties of any kind, whether express or implied, to You.

2.1.2 The Website and/or the Services and Documentation are provided to You on an “as is” and “as available” basis and in the case of the Website, on a free basis.

2.2 Your representations and warranties:

2.2.1 You are of legal age and competent to agree to these User Terms;

2.2.2 You are not and will not when using the Website and/or the Services and Documentation be located in, under the control of, or a national or resident of a country that is subject to:

2.2.2.1 any laws of the United States of America, the United Kingdom, the European Union or of any of its Member States that relate to the control of export or import of goods or services from any of those jurisdictions to other jurisdictions;

2.2.2.2 any controls administered by the US Department of Commerce and/or the US Department of State; or

2.2.2.3 any other export or import controls or restriction imposed or adopted by any government, state or regulatory authority in a country in which obligations under this Agreement are to be performed; and

2.2.3 You will comply with these User Terms, including the Acceptable Use Policy set out in section ‎5 below.

2.3 Business use only

The Website and the Services and Documentation are intended for use by businesses and organisations and not for consumer purposes. To the maximum extent permitted by law, You hereby acknowledge and agree that consumer laws do not apply.

3. Terms specific to use of the services and documentation

3.1 Joining an existing Organisation:

3.1.1 You may receive an invitation to access the Services from an Organisation. You may also join an existing Organisation if the existing Organisation has configured their use of the Services to permit You to join them without receiving an invitation (for example, by specifying email domains that the Organisation wishes to be added to their Organisation).

3.1.2 If You accept an invitation from an existing Organisation, You warrant and represent that You are the intended recipient of the Organisation’s invitation to the Services.

3.2 Trial Subscriptions:

3.2.1 You can request a Trial Subscription via the Website. You may only request a Trial Subscription on behalf of an Organisation using a work email address. Any request, if approved, will be on the basis of Your acceptance of any conditions or limitations relating to the Trial Subscription displayed to You on the Trial Subscription sign up page and Our Master Subscription Agreement available at https://legal.trelica.com/master-subscription-agreement, which together will constitute an Organisation Agreement, following approval by Us of Your request. If You do not agree with this, or You are not authorised to act on behalf of the company with which You sign up for, please do not request a Trial Subscription.

3.2.2 If Your request is approved You will be notified by email and provided with a link to access the Services and start the Trial Subscription.

3.2.3 Your use of the Services during a Trial Subscription will be subject to these User Terms and the Organisation Agreement which will remain effective for You as a user of a Trial Subscription until Your Trial Subscription expires or is terminated.

3.3 Relationship between You, an Organisation and Us:

3.3.1 The Organisation has separately entered into an Organisation Agreement. The Organisation Agreement contains Our commitment to deliver the Services and Documentation to the Organisation, who may then invite Authorised Users (including You) to access the Services and Documentation. When You submit content or information to the Services (“Organisation Data”), You acknowledge and agree that the Organisation Data is owned by that Organisation and the Organisation Agreement provides that Organisation with many choices and control over that Organisation Data.

3.3.2 You agree that it is solely the Organisation’s responsibility to:

3.3.2.1 inform You of any relevant policies and practices and any settings that may impact the processing of Organisation Data;

3.3.2.2 obtain any rights, permissions or consents from You and any other Authorised Users that are necessary for the lawful use of Organisation Data and the operation of the Services;

3.3.2.3 ensure that the transfer and processing of Organisation Data under the Organisation Agreement is lawful; and

3.3.2.4 respond to and resolve any dispute with You and the Organisation relating to or based on Organisation Data, the Services, or the Organisation’s failure to fulfil these obligations.

3.3.3 The Organisation may also provision or deprovision access to the Services and manage Your permissions or roles which may have an impact on Your access and use of Organisation Data.

3.3.4 These User Terms in so far as they relate to the Services and Documentation, remain effective for You until the Organisation’s subscription for You expires or terminates, or Your access to the Services has been terminated by the Organisation or Us. Please contact Your Organisation’s administrative Trelica user if You at any time or for any reason wish to terminate Your account, including due to a disagreement with any updates to these User Terms. If You are unsure which representative of the Organisation to contact to request the termination of Your account, contact us via [email protected] and We will use reasonable efforts to forward Your request to the appropriate person.

3.3.5 The sections titled “Relationship between You, an Organisation and Us”, and all of the provisions under the general heading “General Terms” will survive any termination or expiry of the User Terms in so far as they relate to the Services and Documentation.

3.3.6 YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES WILL ALWAYS BE ON BEHALF OF AN ORGANISATION, AND, AS BETWEEN US AND THE ORGANISATION, OUR LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF (OR INABILITY TO USE) THE SERVICES OR DOCUMENTATION OR RELIANCE UPON ANY CONTENT IN THE SERVICES OR DOCUMENTATION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), MISREPRESENTATION, RESTITUTION, UNDER STATUTE OR OTHERWISE IS SOLELY AS SET OUT IN THE ORGANISATION AGREEMENT. ANY RECOURSE BY YOU IN RESPECT OF THE AFOREMENTIONED LOSS OR DAMAGE MUST BE RAISED WITH THE ORGANISATION UNDER WHICH YOU USE OR OPERATE THE SERVICES AND NOT AGAINST TRELICA AND YOU AGREE THAT YOU WILL NOT SEEK TO, NOR HAVE ANY RIGHT TO, BRING ANY CLAIM DIRECTLY AGAINST US AND CLAUSE ‎6.3. SHALL APPLY AS BETWEEN YOU AND US.

1.1.1 and you agree that you will not seek to, nor have any right to, bring any claim directly against US and clause ‎6.3. shall apply as between you and us.

3.4 Accessing the Services:

3.4.1 Access to the Services is controlled by account logins.

3.4.2 You must provide accurate and complete registration information and keep that information up to date at all times.

3.4.3 Where a username and password are used to access the Services, You must keep Your login information secure and confidential. If You think that somebody else might know Your password You must log in to Your account and change Your password as soon as possible. You must only upload and disseminate data to which You (or if acting as an Authorised User of an Organisation, the Organisation) own all required rights under law.

3.4.4 We reserve the right to disable any user account at any time if, in Our reasonable opinion:

3.4.4.1 You fail to comply with any of these User Terms or Your Organisation’s Organisation Agreement;

3.4.4.2 We consider that You are using the Services to download content or infringe in any manner the rights of another person; or

3.4.4.3 We consider that there may be a security risk.

4. Terms specific to use of the Website and its content

4.1 Access to and use of the Website:

4.1.1 The Website is made publicly available and is accessible without an account or the need for registration. The Website provides information about Trelica and Our Services.

4.1.2 You may only use Our Website for lawful purposes and in compliance with all applicable laws, including without limitation data protection and privacy laws and the Acceptable Use Policy.

4.1.3 We do not guarantee that access to the Website, or the content on it, will always be available or uninterrupted. Your right to access the Website is given on a temporary basis only.

4.2 Website content and changes:

4.2.1 We reserve the right to change the Website and the content on it, including without limitation by adding or removing content or functionality, at any time.

4.2.2 We regularly review the content on the Website. However, We cannot guarantee that all content on the Website is accurate, complete or up to date. We therefore make no warranties, representations, undertakings or guarantees that the content on the Website is accurate, complete or up to date.

4.2.3 The content on the Website is provided for general information purposes only. Nothing on the Website is intended to be advice on which You should rely. You should always obtain appropriate specialist advice before taking, or not taking, action on the basis of any content on the Website.

4.3 No warranties, representations, undertakings or guarantees

We make no warranties, representations, undertakings or guarantees that the Website is secure or free from bugs or malware. You are responsible for ensuring that the device from which You access the Website has suitable anti-virus software in place.

4.4 Links to and from Our Website:

4.4.1 Our Website may contain links to other websites from time to time. These links are provided for Your convenience. We have no control over, and no responsibility or liability to You for, those other websites or their content.

4.4.2 You may create a link to the Website from another website, but only if You comply with the following conditions:

4.4.2.1 You must not frame any page of the Website or otherwise mask the URL;

4.4.2.2 You must not suggest that We have any association with You or that We approve or endorse Your website or any of Your products or services unless We expressly agree that You can do so.

4.4.3 We reserve the right to require You to remove any link to the Website at any time and without giving You prior notice.

5. Acceptable Use Policy

5.1 This section sets out the acceptable use policy that applies to the Website, Services and Documentation (the “Acceptable Use Policy”).

5.2 You are prohibited from and agree that You will not:

5.2.1 Access, store, distribute or transmit any material during the use of the Website or Services that:

5.2.1.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

5.2.1.2 facilitates illegal activity;

5.2.1.3 depicts sexually explicit images;

5.2.1.4 promotes unlawful violence;

5.2.1.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

5.2.1.6 is otherwise illegal or causes damage or injury to any person or property.

5.2.2 Access, store, distribute or transmit any thing or device (including any software, code, file or program) during the use of the Website or Services 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 program or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, and other similar things or devices.

5.2.3 Attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Website, Services or Documentation in any form or media or by any means;

5.2.4 Access all or any part of the Website, Services and Documentation in order to build a competing product or service;

5.2.5 Attempt to gain unauthorised access to the Website, Services or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Services;

5.2.6 Access, search, or create accounts for the Website or Services by any means other than Our publicly supported interfaces (for example, "scraping" or creating accounts in bulk); or

5.2.7 Authorise, permit, enable, induce or encourage any third party to undertake the activities described in clauses ‎5.2.1 to ‎5.2.6 (inclusive).

6. General Terms

6.1 Proprietary Rights

You acknowledge and agree that Trelica and/or its licensors own all intellectual property rights in the Website, the Services and the Documentation. Except as expressly stated herein, these User Terms do not grant You any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licenses in respect of the Website, the Services or the Documentation.

6.2 Indemnity

You agree to indemnify and hold Trelica and its affiliates, directors, officers, employees, and agents harmless from and against any liabilities, losses, damages or costs, including reasonable attorneys’ fees, incurred in connection with or arising from any third-party allegations, claims, actions, disputes, or demands asserted against any of them as a result of or relating to Your use of the Website, the Services and/or the Documentation or any wilful misconduct on Your part.

6.3 Limitation of Liability:

6.3.1 Nothing in these User Terms limits or excludes Our liability to You for:

6.3.1.1 death or personal injury resulting from negligence;

6.3.1.2 fraud or fraudulent misrepresentation; or

6.3.1.3 any other matter for which We are not permitted by law to exclude or limit Our liability.

6.3.2 To the maximum extent permitted under applicable law, all warranties, conditions and other terms relating to Our Website, the Services or Documentation and/or their content which would otherwise be implied by law (whether by statute, common law or otherwise) are excluded.

6.3.3 Without prejudice to section ‎3.3.6, We will not be liable to You for any loss or damage arising out of or in connection with Your use of (or inability to use) Our Website, the Services or Documentation or Your use of or reliance upon any content on Our Website, [Services or Documentation] in each case whether in contract, tort (including without limitation negligence), misrepresentation, restitution, under statute or otherwise. In particular, We will not be liable for:

6.3.3.1 loss of profits, sales, business, or revenue;

6.3.3.2 loss of data;

6.3.3.3 business interruption;

6.3.3.4 loss of anticipated savings;

6.3.3.5 loss of business opportunity, goodwill or reputation; or

6.3.3.6 any indirect or consequential loss or damage.

6.4 Severance

If any provision or part-provision of these User Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the User Terms.

6.5 Entire Agreement:

6.5.1 The User Terms, including any terms incorporated by reference into the User Terms, constitute the entire agreement between You and Trelica and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

6.5.2 In the event of any conflict or inconsistency between the provisions in these User Terms and any other policies or agreements referenced in these User Terms, these User Terms will first prevail; provided, however, for Authorised Users of an Organisation, in the event of any conflict or inconsistency between the Organisation Agreement and the User Terms, the terms of the Organisation Agreement will first prevail, followed by the provisions in these User Terms.

6.6 Assignment

You may not, without Our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights or obligations under these User Terms. Trelica may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these User Terms.

6.7 No Partnership or Agency

Nothing in these User Terms is intended to or shall operate to create a partnership between You and Trelica, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

6.8 Governing Law

These User Terms and any dispute or claim arising out of or in connection with their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

6.9 Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these User Terms or its subject matter or formation (including non-contractual disputes or claims).

6.10 Contacting Trelica

The Website, Services and Documentation are operated by Trelica Limited, a company registered in England and Wales with company registration number 11119016. You may contact Us at [email protected] or at Our mailing address below:

Trelica The Bradfield Centre 184 Cambridge Science Park Milton Road Cambridge CB4 0GA United Kingdom