When you accept these terms, you confirm that you are duly authorised on behalf of the Client to place an order for Bluezone Technologies subject to the terms and conditions set out below. You also warrant that the information submitted in signing up is correct and accurate to the best of your knowledge. This agreement is between: you, the person or organisation authorised to use Bluezone; and us, Bluezone Technologies Limited (“Bluezone”) company registration number NI635431 [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.
If you have subscribed to Bluezone, this agreement describes how you and your Suppliers may use Bluezone.
FOLLOWING COMPLETION OF THE CLIENT CONTRACT AND ACCEPTANCE OF ALL THE TERMS AND CONDITIONS SET OUT BELOW YOU MAY ACCESS AND USE BLUEZONE TECHNOLOGIES SOFTWARE THROUGH OUR SERVER. THE COPYRIGHT, DATABASE RIGHTS AND ANY OTHER INTELLECTUAL PROPERTY RIGHTS IN THE PROGRAMS AND DATA WHICH CONSTITUTE THIS SOFTWARE PRODUCT (‘THE MATERIALS’), ARE AND REMAIN THE PROPERTY OF BLUEZONE TECHNOLOGIES LTD.
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. IN THESE TERMS AND CONDITIONS, ‘YOU’ INCLUDES BOTH THE READER AND ANY CLIENT. YOU SHOULD THEREFORE READ THE TERMS AND CONDITIONS CAREFULLY BEFORE CLICKING ON THE ACCEPTANCE FIELD.IF YOU ACCEPT THIS AGREEMENT AND PAY THE RELEVANT 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.
IF YOU DON’T ACCEPT THIS AGREEMENT, YOU SHOULD CONTACT US IMMEDIATELY.
BLUEZONE TECHNOLOGIES MAY IN ITS ABSOLUTE DISCRETION REJECT YOUR ORDER WITHIN 21 DAYS OF SUBMISSION, IN WHICH CASE YOU WILL BE NOTIFIED OF SUCH REJECTION BY E-MAIL.
The following terms as used in this Agreement have the following meanings:
“Bluezone Manager” means all the proprietary technology used in delivering the Service (including the software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to the Client by Bluezone Technologies in providing the Service;
“Client” means the corporate entity or organisation ordering the Service(s) as detailed in the contract;
“Client Data” means any data, information or material provided or submitted by the Client to the Service or generated by the Service in the course of using the Service including but not limited to employee and supplier data held in the Service;
“Content” means the documents, software, products and services contained or made available to the Client in the course of using the Service;
“Defect” means an error in the operation of the Service that causes the Service to fail to operate substantially as documented;
“Effective Date” means the date the Accepting Individual identified in the contract clicked the Acceptance Button (or similar) on behalf of the Client to commence use of the Service;
“Fees” means any and all fees charges or other payments due from the Client to Bluezone Technologies under this Agreement;
“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;
“License Administrator(s)” means those Users designated in the contract who are authorised to administer the Client use of the Service;
“License Term” means the period during which the Client is licensed to use the Service pursuant to this Agreement;
“Contract” means the Contract as completed by the Accepting Individual;
“Service(s)” means the online services developed, operated, and maintained by Bluezone Technologies (and its licensors, where applicable), or ancillary online or offline products and services provided to the Client by Bluezone Technologies, to which the Client is being granted access under this Agreement, including the Bluezone Technologies and the Content;
“User(s)” means the Client’s employees, representatives, consultants, contractors or agents who are authorised to use the Service and have been supplied user identifications and passwords by the Client (or by Bluezone Technologies at the Clients request);
“Website” means www.bluezonemanager.com and any sub domains.
Bluezone Technologies hereby grants the Client a non-exclusive, non-transferable, right to use the Service, solely for the Client’s own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to the Client are reserved by Bluezone Technologies and its licensors.
The Client may not access the Service if they are a direct competitor of Bluezone Technologies, except with Bluezone Technologies’ prior written consent. In addition, the Client may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
The client shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.
The Client may use the Service only for internal business purposes and shall not: (i) store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (ii) store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (iv) attempt to gain unauthorised access to the Service or its related systems or networks.
The Client is responsible for all activity occurring under their User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with their use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. The Client shall: (i) notify Bluezone Technologies immediately of any unauthorised use of any password or account or any other known or suspected breach of security; (ii) report to Bluezone Technologies immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by the Client or their Users; and (iii) not impersonate another Bluezone Technologies User or provide false identity information to gain access to or use the Service.
Bluezone Technologies does not own any of the Client Data. The Client, not Bluezone Technologies, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Data, and Bluezone Technologies shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Client Data. In the event this Agreement is terminated (other than by reason of the Client’s breach), Bluezone Technologies shall advise the Client how it may retrieve the Client Data but it will be the sole responsibility of the Client to retrieve a copy of their Client Data within 30 days of termination after which time Bluezone Technologies may delete all such data. Bluezone Technologies reserves the right to withhold, remove and/or discard Client Data without notice for any breach by the Client, including, without limitation, their non-payment. Upon termination by Bluezone Technologies for any breach, the Client’s right to access or use Client Data immediately ceases, and Bluezone Technologies shall have no obligation to maintain or store or forward any Client Data.
Bluezone Technologies alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Technology and any content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Client or any other party relating to the Service. This Agreement is not a sale and does not convey to the Client any rights of ownership in or related to the Service, the Technology or the Intellectual Property Rights owned by Bluezone Technologies. The Bluezone Technologies name, the Bluezone Technologies logo, the Bluezone Manager logo, and the product names associated with the Service are trademarks of Bluezone Technologies or third parties, and no right or license is granted to use them.
The Client shall pay all Fees to their account in accordance with the fees, charges, and billing terms in effect at the time a Fee is due and payable. The Fees will be based on the current contract. Fees will be invoiced by Bluezone Technologies in accordance to your contract. All payment obligations are non-cancellable and all amounts paid are non-refundable. The Client is responsible for paying for all Services ordered for the entire License Term. Bluezone Technologies reserves the right to modify its Fees and to introduce new Fees at any time, upon at least 30 days prior notice to the Client, which notice may be provided by e-mail. All pricing terms are confidential, and the Client agrees not to disclose them to any third party.
The Client’s subscription to use the Services includes the provision of support services.
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 .
Set-up and training services may be available on request from Bluezone Technologies. Their availability and cost will be subject to agreement between the parties.
The Client warrants that it has provided Bluezone Technologies with complete and accurate billing and contact information in the contract. The Client agrees to provide Bluezone Technologies with updated information within 30 days of any change by email to firstname.lastname@example.org. If the contact information the Client has provided is false or fraudulent, Bluezone Technologies reserves the right to terminate access to the Service in addition to any other legal remedies.
Bluezone Technologies is only available to corporate entities or organisations. If the Client believes their bill is incorrect they must notify Bluezone Technologies in writing within 60 days of the date of the disputed invoice, following which Bluezone Technologies shall assess whether any adjustment or credit is due.
In addition to any other rights granted to Bluezone Technologies herein, Bluezone Technologies reserves the right to suspend or terminate this Agreement and the Client’s access to the Service if their account falls into arrears. If any sum payable under this Agreement is not paid within 30 days after the due date or any payment is rejected revoked or refused then (without prejudice to the Company’s other rights and remedies) Bluezone Technologies reserves the right to suspend the provision of any Services being rendered and to delete all Client Data and all other data settings information and records in relation to the Bluezone Technologies system as set up for the Client and/or to charge interest on such sum on a day to day basis (as well after as before any judgment) from the date or last date for payment thereof to the date of actual payment (both dates inclusive) at the rate of 4 per cent above the base rate of First Trust plc from time to time in force compounded quarterly. Such interest shall be paid on demand by the Client.
If the Client initiates termination of this Agreement, the Client will be obliged to pay the balance due on their account computed in accordance with the Fees and Payment section above. The Client agrees that Bluezone Technologies may bill for such unpaid Fees.
Bluezone Technologies reserves the right to impose a reconnection fee in the event the Client is suspended and thereafter requests access to the Service.
This Agreement commences on the Effective Date.
Bluezone Technologies may also terminate this Agreement:
– where Bluezone Technologies decides to withdraw the Website (whether on a temporary or permanent basis) or decides to no longer permit access to the Website by the Client (by use of passwords or changes of passwords or by any other means). In such cases, where the Client has paid for any Services and has not received all of the Services the Client has paid for, Bluezone Technologies may either return any amounts the Client has paid or complete performing the Services which remain unperformed.
You may end this agreement at any time by sending us an email to email@example.com If you end this agreement, we will confirm the date that this agreement will end. We will not give you a refund for any amounts you have paid in advance for the applicable subscription period, and you must immediately pay all amounts you owe to us by the date this agreement ends. If you continue to use Bluezone after the expiry of any subscription period we will be entitled to charge you for such use at our then current applicable fees.
Bluezone Technologies may terminate this Agreement if the Client commits any material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of being notified of the breach. Without limit to the generality of the foregoing any breach of the Client’s payment obligations or unauthorised use of the Bluezone Technologies Technology or Service will be deemed a material and irremediable breach of this Agreement.
Following termination for any reason Bluezone Technologies will terminate the Client’s password, account and use of the Service.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Bluezone Technologies represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially as documented under normal use and circumstances. The sole remedy for breach of this warranty shall be correction of any Defects by Bluezone Technologies within a reasonable time from notification by the Client of the Defect that constitutes such a breach, providing that the Client provides all the information that may be necessary to assist Bluezone Technologies in resolving the Defect, including sufficient information to enable Bluezone Technologies to recreate the Defect.
The Client represents and warrants that they have not falsely identified themselves nor provided any false information to gain access to the Service and that their billing information is correct.
Bluezone Technologies will keep all Client Data confidential, providing that Client Data may be disclosed to Bluezone Technologies’ employees, representatives, consultants, contractors or agents (who in turn will be legally bound to keep the Client Data confidential).
The obligation to keep the Client Data confidential will not apply to any information that:
The parties acknowledge that Bluezone Technologies may have access to “Personal Data”, as defined in the Regulation (EU) 2016/679, General Data Protection Regulation (GDPR) in providing the services. The Client warrants that it has all necessary consents and authorisations for the Bluezone Technologies to process Personal Data in the manner and for the purposes (which are determined by Bluezone Technologies in its sole discretion) and in accordance with the terms of this Agreement. Bluezone Technologies shall act only on the documented instructions from the Client in respect of such Personal Data, or as directed by any competent Court or body having appropriate jurisdiction. Where this is the case, the Bluezone Technologies will inform the Client of such legal requirement before processing the Personal Data, unless that law prohibits such information in grounds of public interest. Except as required for the performance of this obligation under the Agreement, Bluezone Technologies shall not retain any copy, abstract, précis or summary of any of the Personal Data. The Data Processor agrees that:
it shall, to the extent permitted by applicable law, only deal with and process Personal Data controlled by the Client in accordance with the instructions received from the Client and in accordance with this Agreement;
it shall adopt proportionate security and organisational measures in dealing with Personal Data controlled by the Client in order to protect against unauthorised access to, or unauthorised alteration, disclosure, or destruction of such Personal Data and against all other forms of unlawful processing of such Personal Data;
iii. it shall take all reasonable steps to ensure that its employees are aware of and reasonably comply with this clause 2;
it shall treat all Personal Data processed by it pursuant to this Agreement as the confidential information of the Client;
where a data subject exercises his or her right under the Act in respect of Personal Data processed by the Client on behalf of Bluezone Technologies or where the Client is required to deal or comply with any assessment, enquiry, notice or investigation by the Information Commissioner’s Office, then it shall co-operate, at the expense of the Client, as requested by the Client to enable the Client to comply with all its obligations which arise as a result of the exercise of such rights or as a result of such assessment, enquiry; notice or investigation.
It shall not engage another processor (a sub-processor) without prior written authorisation from the Client. Where a sub-processor is engaged to carry out processing activities on behalf of the Client, that engagement will be on the basis of a written agreement with the same data protections obligations as set out in this Agreement and provides sufficient guarantees to implement appropriate technical and organisational measures to ensure the processing will be compliant with GDPR requirements.
vii. It shall assist the Client in ensuring compliance with the GDPR obligations in respect of a data breach.
viii. It shall, at the choice of the Client, delete or return all Personal Data to the Client at the end of the provision of services.
It shall provide the Client with any information requested in order to demonstrate its compliance with the GDPR, and to allow the Client to audit and inspect its compliance.
It shall immediately inform the Client if the processing instructions infringe the GDPR obligations.
The Client shall indemnify and hold Bluezone Technologies, its licensors and each such party’s parent organisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Client Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by the Client of their representations and warranties; or (iii) a claim arising from the breach by the Client or their Users of this Agreement, provided in any such case that Bluezone Technologies (a) gives written notice of the claim promptly to the Client; (b) gives the Client sole control of the defence and settlement of the claim (provided that the Client may not settle or defend any claim unless they unconditionally release Bluezone Technologies of all liability and such settlement does not affect Bluezone Technologies’s business or Service); (c) provides to the Client all available information and assistance; and (d) has not compromised or settled such claim.
Bluezone Technologies shall indemnify and hold the Client and their parent organisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including all reasonable legal and professional fees and costs) arising out of or in connection with: (i) a proven claim that the Service directly infringes the copyright, or a trademark of a third party; (ii) a claim, which if true, would constitute a substantial and actual violation by Bluezone Technologies of its representations or warranties; or (iii) a claim arising from Bluezone Technologies’s wilful and knowing disclosure of your Client Data to any unauthorised parties unless required by law; provided that the Client (a) promptly give written notice of the claim to Bluezone Technologies; (b) give Bluezone Technologies sole control of the defence and settlement of the claim ; (c) provide to Bluezone Technologies all available information and assistance; and (d) have not compromised or settled such claim. Bluezone Technologies shall have no indemnification obligation, and the Client shall indemnify Bluezone Technologies pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of the Client’s products, service, hardware or business process(es).
Bluezone Technologies and its licensors do not guarantee that:
ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY BLUEZONE TECHNOLOGIES AND ITS LICENSORS.
BLUEZONE TECHNOLOGIES’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. BLUEZONE TECHNOLOGIES IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
In this Agreement, “force majeure” shall mean any cause preventing Bluezone Technologies from performing any or all of Bluezone Technologies’s obligations which arise from or are attributable to acts, events, omissions or accidents beyond Bluezone Technologies’s reasonable control including without limitation strikes, lock-outs or other industrial disputes, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, interruption or failure of utility service, including but not limited to electric power, gas or water or default of suppliers or sub-contractors.
Bluezone Technologies shall not be in breach of this Agreement if it is subject to a force majeure event, provided that it uses reasonable endeavours to notify you in writing of the nature and extent of the force majeure event causing Bluezone Technologies’s failure or delay in performance.
If the force majeure event prevails for a continuous period of more than 2 months, the Client may terminate this Agreement by giving 14 days’ written notice to Bluezone Technologies. On the expiry of this notice period, this Agreement will terminate. Such termination shall be without prejudice to Bluezone Technologies’s rights in respect of any breach of this agreement occurring prior to such termination.
NOTHING IN THIS AGREEMENT WILL EXCLUDE OR LIMIT BLUEZONE TECHNOLOGIES’S LIABILITY FOR:
SUBJECT TO THE INDEMNITY CLAUSE, BLUEZONE TECHNOLOGIES SHALL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES AS A RESULT OF A FORCE MAJEURE EVENT.
BLUEZONE TECHNOLOGIES SHALL NOT BE LIABLE FOR:
ARISING IN RESPECT OF ANY REPRESENTATION, STATEMENT, ACT OR OMISSION IN CONNECTION WITH THIS AGREEMENT, WHETHER THE CLAIM ARISES UNDER CONTRACT, TORT, MISREPRESENTATION OR BREACH OF STATUTORY DUTY.
SUBJECT TO PARAGRAPH 1 OF THIS CLAUSE, IN NO EVENT SHALL BLUEZONE TECHNOLOGIES’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM THE CLIENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
Bluezone Technologies may give notice by means of electronic mail to the Client’s e-mail address on record in Bluezone Technologies’s account information, or by written communication sent by first class mail or pre-paid post to the address on record in Bluezone Technologies’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). The Client may give notice to Bluezone Technologies (such notice shall be deemed given when received by Bluezone Technologies) at any time by any of the following:; letter delivered by nationally recognised overnight delivery service or first class postage prepaid mail to Bluezone Technologies at the following address: Craigmore House, 19 Millvale Road, Newry BT35 7NH.
Bluezone Technologies reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time. Such modified terms and conditions will be issued or made available to the Client electronically via email or the Website and shall be deemed effective 12 hours after electronic delivery or notification. Continued use of the Service after any such changes shall constitute the Clients consent to such changes.
This Agreement may not be assigned by the Client without the prior written approval of Bluezone Technologies but may be assigned without the Clients consent by Bluezone Technologies to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of the Client that results or would result in a direct competitor of Bluezone Technologies directly or indirectly owning or controlling 50% or more of the Client shall entitle Bluezone Technologies to terminate this Agreement for cause immediately upon written notice.
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.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
No joint venture, partnership, employment, or agency relationship exists between the Client and Bluezone Technologies as a result of this agreement or use of the Service.
The failure of Bluezone Technologies to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Bluezone Technologies in signed writing authorised by a director of Bluezone Technologies.
For the purposes of the Contracts (Rights of Third Parties) Act 1999 this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.