If you have subscribed to Bluezone, this agreement describes how you and your Suppliers may use Bluezone.
In this agreement, where we say “Bluezone” we mean Healthy Buildings (Ireland) Limited trading as Bluezone Technologies (herein referred to as “Bluezone”)
This agreement is between: you, the person or organisation authorised to use Bluezone; and us, Healthy Buildings (Ireland) Limited trading as Bluezone Technologies (“Bluezone”) (company registration number NI036796 [VAT NO. 782 2785 95], registered office: Craigmore House, 19 Millvale Road, Newry, Down, Northern Ireland, BT35 7NH).
By entering into this agreement, we both agree to be bound by and keep to it.
You accept every term and condition of this agreement, and this agreement starts from the earliest date you tick a box or click on a button (or something similar) when you are asked to confirm that you accept this agreement during sign up to the service, or when you use Bluezone. If you accept this agreement and pay the relevant subscription fees (where applicable), we give you the right to use Bluezone in the way described in this agreement. You must not use Bluezone in any other way.
This agreement will continue until terminated in accordance with clause 14.
If you don’t accept this agreement, you should contact us immediately.
We will give you your sign-in details and passwords to enable you to use Bluezone (the “sign-in information”) once you have registered with us. You will need to activate your account within 28 days of receiving the activation email which we will send to the email address you have registered with us. Failure to activate your account may lead to an inability to access any data which may have been entered into that account.
A part of the buying process may include a free 90 day demo of Bluezone.
If you are a new customer to Bluezone and elect to buy Bluezone immediately without a free demo by signing up and entering your direct debit details, you will receive such discount as determined by your Account Manager starting with the month in which we accept your valid direct debit details. You will be charged for access to Bluezone from the date you provide your direct debit details and your first invoice will be generated on the first day of the next calendar month but prorated depending on the date you signed up for Bluezone.
If you continue to use Bluezone following your demo period or if you have elected to purchase Bluezone without taking a free demo, you agree to pay the applicable subscription fee (plus any VAT or applicable sales tax) directly to us via the payment method specified during registration or via any different payment method which we may notify to you from time to time, until either you or we end this agreement in one of the ways set out in clause 17.
If you fail to pay any amount payable by you under this agreement, we reserve the right to terminate this agreement and we may charge you interest on the amount overdue from the due date of payment up to and including the date of actual payment (as well as before and after judgment), at the rate of 4% per annum above the base rate for the time being of AIB PLC. Such interest shall accrue on a daily basis and be compounded quarterly and you will pay the interest to us immediately upon demand. If at any time we charge you an incorrect price, we reserve the right to rectify our invoice and claim payment from you for the correct amount which you agree to pay. If we have overcharged you, we will reimburse you for the amount by which you have been overcharged.
We may increase the subscription fee for Bluezone at any time by giving you not less than 30 days’ written notice and such an increase will take effect from your next payment date after this notice period has ended.
You agree that if you receive Bluezone at a special or discounted price you will only be able to receive Bluezone at that special or discounted price if your subscription fees for Bluezone are paid continuously. Any delay or other failure in payment which results in a suspension, termination or other deactivation of your account may result in your monthly subscription fee being increased to an amount greater than your special or discounted price. Please speak with you Accounts Manager for further details on pricing.
If you sign up to Bluezone via a “social log in” (either using the web app or Mobile App) we will rely upon the relevant social log in’s authentication process and you will be able to access your Bluezone Account via your log in to the relevant social website or app. You will not be required to create a separate id or password to access your Bluezone account and you will only be able to gain access to your Bluezone account when you are logged on to the relevant social website or app.
Bluezone will use the personal data it obtains from the relevant social log in app or website to manage your account and shall not be responsible for loss of any data from your account or unauthorised access to your account which arises as a result of failures in the security of the relevant social log in app or website.
Once you have set up your Bluezone account via a social log in, you will be able to change your details by following the instructions available within Bluezone.
In these terms where we refer to a “Mobile App” we mean a Bluezone application that we have developed for use on mobile phones which will allow you to set up an account in accordance with these terms and the specific terms governing the use of the Mobile App, which will be available at the time you download the Mobile App (“Application Licence Terms”).
The Mobile App is free and unless we notify you otherwise, you will not be charged for your use of the Mobile App. Should a charge become payable we will notify you in reasonable time to allow you to determine if you would like to continue to use the Mobile App.
If you sign up to the Mobile App directly, clause 4.1 outlines how you will receive your log in details to set up an account via the Mobile App.
If you sign up to the Mobile App via social sign on, clause 5 above will apply.
If you only use Bluezone via the Mobile App you will not be entitled technical support as outlined at clause 11 of these terms.
You must only use Bluezone for your internal business purposes and only to input your own information into Bluezone.7.2. All rights of ownership of the information you input into Bluezone remains yours but your access to this information is dependent upon you complying with these terms and conditions and your applicable subscription fee being paid in full. We follow good industry practice to prevent data loss; however, you must keep copies of any information inputted into Bluezone (or generated by it) as we cannot guarantee that your information will not be lost or damaged.
You cannot transfer your Bluezone subscription (or your use of Bluezone for demonstration and evaluation purposes or any free demo,), to any other person or organisation. For example, you cannot sell it if you no longer want to use Bluezone. Further information on this is set out in clause 15.4.
You must comply with all applicable laws and legislation in respect of your use of Bluezone and for any filing, sharing or use of the Collaborate functionality, you must ensure that the content of any files does not and will not result in any injury, damage or harm to us or any third party (including, without limitation, defamation or breach of confidentiality) and the content does not contain anything which is unlawful, obscene, indecent or immoral or promotes illegal or unlawful activities.
The following list gives examples of things you must not do with Bluezone:
You must not introduce any viruses or harmful technology to Bluezone;
You must not try to gain unauthorised access to Bluezone or any underlying technology;
You must not try to affect the availability of Bluezone to our users (sometimes called ‘a denial-of-service attack’);
You must not give anyone else any right (of any kind) to use or benefit from Bluezone in any way or provide Bluezone to others. For example, you cannot use Bluezone with someone else’s information to provide a service to them;
You may not use Bluezone to help you develop your own software. For example, you must not use or copy all or any part of Bluezone’s ‘graphical user interface’, ‘operating logic’ or ‘database structure’ for it to be part of, or to develop, any software or other product or technology, unless that use or copying is allowed by law.
It is impossible to provide an exhaustive list of exactly what constitutes acceptable and unacceptable use of Bluezone. In general, we will not tolerate any use which damages or is likely to damage our business or reputation, the availability or integrity of Bluezone or which causes us or threatens to cause us to incur any legal, tax or regulatory liability. We will also not tolerate any conduct by you which is (or we reasonably deem to be) offensive, malicious, threatening, intimidating or otherwise unacceptable behaviour (“Unacceptable Conduct”). If we consider you have participated in any “Unacceptable Conduct”, we may end this agreement by giving you 20 days’ notice in writing. In these circumstances you will not be entitled to a refund of any amounts you have paid to us in advance for your subscription period.
Whilst we aim to provide uninterrupted use of Bluezone, unfortunately we can’t guarantee this, for example, some interruptions may be caused by reasons outside our control and in such circumstances, we will not be responsible for any failure to perform our obligations in this agreement, and we will be excused from that failure for so long as those circumstances continue.
We do not promise:
The fact that you may have told our representative about how you intend to use Bluezone will not affect this clause as Bluezone has been developed for many different types of users, and you are responsible for setting up and accessing Bluezone so that you can use it in the way you need, and as best suits your circumstances.
You are solely responsible for obtaining and maintaining your internet and network connections and any associated problems are your responsibility.
We will take reasonable steps to make sure that Bluezone is free from viruses but we cannot guarantee this. We recommend that you use your own virus-protection software as we will not be responsible for any loss or damage caused by any viruses or other harmful technology that may infect your computer systems, data or other material owned by you.
You are responsible for controlling who can access your Bluezone account. We advise that you don’t allow anyone else to use your sign in information and that you change your password at regular intervals.
From time to time we may temporarily suspend access to Bluezone, for maintenance, repairs or other reasons. We will try to do this outside normal business hours and provide advance notice but this might not always be possible. If we become aware that there is an issue with Bluezone which affects you we may contact you to discuss the steps required to remedy that issue. You agree to provide all reasonably assistance in helping us remedy that issue.
We promise that we will use our reasonable skill and care to provide any service to you under this agreement.
This agreement describes all of our promises relating to Bluezone. Unless this agreement says otherwise, we are not bound by any other contract terms, warranties or other type of promise. If, under any law, a particular term, warranty or other type of promise relating to Bluezone would automatically be included in this agreement, we will only be bound by that term, warranty or promise to the extent prescribed by law.
Information you provide to us (this information excludes any data inputted by you or on your behalf into Bluezone which we refer to in this agreement as “Customer Data”)
We may disclose information you provide to us (but not Customer Data) to other companies in the Healthy Buildings (Ireland) Limited group of companies, our contractors, and other organisations including, without limitation, we may disclose information to:
If you provide us with information which contains personal data we will process and you agree and authorise us to process that data in accordance with the Data Protection Act 1998. Where we use the terms “personal data”, “data processor” and “data controller” in this agreement we mean as those terms are defined in the Data Protection Laws.
If at any time you do not want us to use your personal data in the manner described at clause 10.1.4 (customer research), clause 10.1.5 (information about other products or services) and/or you do not wish to receive targeted advertising or marketing, please email us at firstname.lastname@example.org.
You own your Customer Data and you have sole responsibility for its legality, reliability, integrity, accuracy and quality.
To the extent personal data is included in any Customer Data we will process that data on your behalf as a data processor. We will only process such personal data in accordance with your instructions (and you hereby instruct us to take such steps in the processing of personal data on your behalf as are necessary for the provision of Bluezone under this agreement and the performance of our obligations under this agreement).
We will use any Customer Data that you transfer to us or is inputted in Bluezone pursuant to this agreement to:
You warrant and represent that:
(i) You to disclose the personal data to us;
(ii) Us to process the personal data for the purposes of providing Bluezone;
(iii) Us to disclose the personal data to those parties set out in clause 10.11 below including where the recipients of the personal data are outside the European Economic Area.
We warrant and represent that during the term of this agreement we will:
You acknowledge and agree that for the purposes of providing Bluezone under this agreement personal data may be transferred outside the European Economic Area.
We may, subject to clause 10.7, provide Customer Data that you transfer to us pursuant to this agreement to:
During the period of your subscription, we aim to respond to any technical problems within 24 hours of notification of the problem that you may have with Bluezone (although there may be times where we are unable to do this for reasons outside our control). We may provide this by telephone, email, web-chat, remote assistance (where we will access your account and data online). You grant us the right to access your systems to provide such support. If we do not have this access we may not be able to provide you with support.
We will not at any time give you technical support or other assistance for any hardware, third-party software, services or other equipment used with Bluezone.
Although you have rights to use Bluezone as described in this agreement, you do not own any of the intellectual property rights in Bluezone or any of its related logos. We (or the third party from whom we obtain our rights if we are not the owner) continue to own the intellectual property rights in Bluezone and any related logos, including any software we provide to replace all or part of Bluezone. The only rights you have to Bluezone are as set out in this agreement.
You undertake not to use Bluezone’s name or brand in any promotion or marketing or other announcement.
This clause sets out our entire liability to you which arises out of or in connection with this agreement whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise.
Subject to clauses 13.4 and 13.5, our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising under or in connection with this agreement will be limited to paying you an amount which is equal to the total of all fees you have paid to us for your use of the relevant Bluezone product during the 6 month period immediately preceding the date on which the claim arose (such relevant Bluezone product being the product forming the subject matter of the claim).
Subject to clauses 13.4 and 13.5, we will not be responsible whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise for any of the following (even if we knew or should have known there was a possibility you could suffer or incur such loss or damage):
Nothing in this agreement will exclude or limit our liability for:
All warranties, conditions and other terms implied by statute or common law are, to the fullest extent, permitted by law, excluded from this agreement.
Your and our responsibilities under this agreement are reasonable because they reflect that:
We may end this agreement:
If you choose not to pay the subscription fee to continue to use Bluezone at the end of any demo period your access to Bluezone will immediately end.
If you or we discover that the other has done something which is not allowed by this agreement, or has not done something that must be done, the one making such discovery can give the other written notice that the matter must be put right within 30 days. If the matter is put right in that time, no further action will be taken. If it is not put right in that time, the person who made the discovery may end this agreement upon giving the other 20 days’ notice in writing or in exceptional circumstances immediate termination without prior notice.
This agreement will automatically (i.e. without us having to tell you) and immediately end without refund if you become bankrupt (or something similar happens) or your business is not able to pay its debts, stops trading or becomes insolvent (or something similar happens). In those circumstances we will have no further obligation to you under this agreement and any monies due from you will become immediately due and payable.
No matter how this agreement ends, the information you store in Bluezone remains your information and you can access it in a format provided by Bluezone before the end of this agreement. If you wish to access your information after this agreement has ended, you agree to pay our reasonable charges for that access.
In addition to our rights to end this agreement, we may also suspend your use of Bluezone at any time if we do not receive payment in full when due or if we suspect that you have breached any part of this agreement.
Any suspension of your Bluezone account will continue until such time that the breach in question has been remedied to our reasonable satisfaction and/or we have received payment from you in full. Where we suspend or terminate your use of Bluezone under this clause, we may at our discretion agree to reactivate your account subject to you paying to us a reactivation fee.
If a court or similar body decides that any wording in this agreement cannot be enforced, that decision will not affect the rest of this agreement, which will remain binding on both parties. However, if the wording that cannot be enforced could be enforced if part of it is deleted, we will both treat the relevant part of the wording as if it is deleted.
If you or we fail to, or delay in, exercising any rights under this agreement, that will not mean that those rights cannot be exercised in the future.
This agreement and the documents we refer to above constitute the entire agreement between you and us for your use of Bluezone, and replaces all documents, information and other communications (whether spoken or written) between us for such use.
As specified in clause 7.3, this agreement is personal to you and may not be transferred, assigned, subcontracted, licensed, charged or otherwise dealt with or disposed of (whether in whole or in part) by you without our prior written consent. We may transfer, assign, subcontract, license, charge or otherwise deal with or dispose of (whether in whole or in part) this agreement at any time without your consent.
A person who is not a party to this agreement has no right to enforce any term of it.
Where either party is required to notify the other party by email, the party shall be deemed to have received the email on the first business day following transmission.
This agreement is governed by the laws of Northern Ireland and you and we both agree that the courts of Northern Ireland will be the only courts that can decide on legal disputes or claims about this agreement.