Omono Sys­tem Licence

By access­ing the OMONO Sys­tem, you agree to be bound by these Con­di­tions togeth­er with our Pri­va­cy Policy.

If you do not agree to be bound by these Con­di­tions and/​or our Pri­va­cy Pol­i­cy, do not use or access the OMONO Sys­tem. If you have any ques­tions, con­tact us at hello@​omono.​co

These Con­di­tions may be updat­ed from time to time and the updat­ed ver­sion will be effec­tive as soon as it is acces­si­ble. You are respon­si­ble for reg­u­lar­ly review­ing these Con­di­tions so that you are aware of any changes to them.

1. Def­i­n­i­tions and Interpretation

1.1 In these Con­di­tions, the fol­low­ing words have the fol­low­ing meanings:

Con­fi­den­tial Infor­ma­tion: has the mean­ing giv­en to it in Con­di­tion 8;

Client, you: the par­ty wish­ing to use the System;

Client Con­tent: all mate­r­i­al uploaded to the Sys­tem by the Client, includ­ing all doc­u­ments, images, data and databases;

Fee: the month­ly fee due to Omono to access and use the Sys­tem cal­cu­lat­ed in accor­dance with the pro­vi­sions of the Fee Page;

IP Rights: any patent, trade mark, reg­is­tered design or any appli­ca­tion for reg­is­tra­tion of the same, or the right to apply for reg­is­tra­tion of the same, any copy­right or relat­ed rights, data­base right, design rights, rights in trade, busi­ness or domain names, rights in trade dress, rights in inven­tions, rights in con­fi­den­tial infor­ma­tion or know-how or any sim­i­lar of equiv­a­lent rights in any part of the world;

Omono, us: Omono Tech­nolo­gies Lim­it­ed a com­pa­ny reg­is­tered in Eng­land and Wales with com­pa­ny num­ber 8447591 and reg­is­tered office at Odyssey House, Dur­ban Road, Bogn­or Reg­is, West Sus­sex PO22 9RH;

Sys­tem: Omono’s sys­tem made avail­able to the Client, includ­ing all error cor­rec­tions, patch­es, new releas­es and new ver­sions togeth­er with all Sys­tem Documents;

Sys­tem Admin­is­tra­tor: has the mean­ing giv­en to it in Con­di­tion 2.2;

Sys­tem Doc­u­ments: any doc­u­ments cre­at­ed by the Sys­tem based on your Client Content;

Third Par­ty Mod­ule: any third par­ty plat­form that can be accessed through the System;

Third Par­ty Mod­ule Provider: the own­er or provider of the Third Par­ty Module;

User: your employ­ees autho­rised to use the Sys­tem; and

Work­ing Day: a day oth­er than a Sat­ur­day, Sun­day or pub­lic hol­i­day in England.

1.2 Words in the sin­gu­lar include the plur­al and in the plur­al include the singular.

1.3 The head­ings shall not affect the inter­pre­ta­tion of these Conditions.

1.4 Ref­er­ences to Con­di­tions are ref­er­ences to the num­bered pro­vi­sions of these Conditions.

1.5 Unless a right or rem­e­dy of a par­ty is expressed to be an exclu­sive right or rem­e­dy, the exer­cise of it by a par­ty is with­out prej­u­dice to that party’s oth­er rights and remedies.

1.6 Any phrase intro­duced by the words includ­ing shall be con­strued as illus­tra­tive and shall not lim­it the gen­er­al­i­ty of the relat­ed gen­er­al words.

2. Reg­is­tra­tion

2.1 If you wish to reg­is­ter to use the Sys­tem, you must be enti­tled to rep­re­sent your com­pa­ny or oth­er organ­i­sa­tion and bind them to these Con­di­tions. You must pro­vide us with accu­rate and cur­rent infor­ma­tion and if there is any change to the infor­ma­tion that you pro­vide to us, you must imme­di­ate­ly update your account. At our request, you shall prompt­ly pro­vide writ­ten evi­dence of the valid­i­ty of infor­ma­tion that you pro­vide to us. You are respon­si­ble for con­fig­ur­ing your own sys­tems appro­pri­ate­ly to access and use the System.

2.2 You shall des­ig­nate one or more con­tacts to be respon­si­ble for com­mu­ni­ca­tion (the ​“Sys­tem Admin­is­tra­tor”). Each Sys­tem Admin­is­tra­tor shall be enti­tled to bind the Client to these Con­di­tions. Each Sys­tem Admin­is­tra­tor may estab­lish accounts for Users and on 30 days’ notice, may remove accounts for Users. You are sole­ly respon­si­ble for deter­min­ing the skill, com­pe­tence, char­ac­ter and oth­er attrib­ut­es of your Sys­tem Admin­is­tra­tors and oth­er Users.

2.3 You shall ensure that each User shall acknowl­edge the oblig­a­tions and restric­tions under these Con­di­tions and agrees to com­ply with the same. You shall imme­di­ate­ly noti­fy us if you become aware of any breach of the terms of these Con­di­tions by any User.

2.4 You shall be respon­si­ble for all access to and use of the Sys­tem by Users. You shall be respon­si­ble for ensur­ing the secu­ri­ty and con­fi­den­tial­i­ty of all log-on iden­ti­fiers, includ­ing user­names and pass­words, assigned to, or cre­at­ed by, you or any User in order to access or use the Sys­tem and you acknowl­edge and agree that you are sole­ly respon­si­ble for all activ­i­ties that occur under such log-in iden­ti­fiers. You shall prompt­ly noti­fy us upon becom­ing aware of any unau­tho­rised access to or use of the Sys­tem, and pro­vide all rea­son­able assis­tance to bring an end to such unau­tho­rised access or use.

3. Third Par­ty Modules

3.1 If you wish to access any Third Par­ty Mod­ule, you must have a ful­ly paid up, cur­rent licence from the rel­e­vant Third Par­ty Mod­ule Provider. You war­rant and rep­re­sent that you shall com­ply with the licence terms set by Third Par­ty Mod­ule Provider. You shall imme­di­ate­ly noti­fy us if your licence to access such Third Par­ty Mod­ule ceas­es for any rea­son what­so­ev­er and you agree that in such cir­cum­stances, you shall cease to access the Third Par­ty Mod­ule and at our option we shall be enti­tled to ter­mi­nate these Conditions.

3.2 If at any time a Third Par­ty Mod­ule Provider ceas­es to per­mit Omono to inte­grate with all or part of the Third Par­ty Mod­ule, you agree that we shall be enti­tled to amend your access to the Sys­tem and the Third Par­ty Mod­ule accord­ing­ly. In such cir­cum­stances, we shall have no lia­bil­i­ty or respon­si­bil­i­ty to you in any man­ner what­so­ev­er, includ­ing any oblig­a­tion to refund any part of the Fee.

3.3 You agree that any Third Par­ty Mod­ule Provider shall be enti­tled to access your Client Content.

3.4 We shall not be liable for the acts or omis­sions of any Third Par­ty Mod­ule Provider includ­ing use of the Client Con­tent by any Third Par­ty Mod­ule Provider.

4. Licence

4.1 Sub­ject to these Con­di­tions and receipt of the Fee, Omono grants to you the non-exclu­sive, non-trans­fer­able right and licence to access and use the Sys­tem, includ­ing the Sys­tem Doc­u­ments, for your law­ful, busi­ness purposes.

4.2 Only your Users shall be enti­tled to exer­cise the rights grant­ed to you under Con­di­tion 4.1 and you have no right to sub-license your rights under Con­di­tion 4.1.

4.3 You shall com­ply with all rea­son­able instruc­tions of Omono relat­ing to the Sys­tem. Omono may, at its sole dis­cre­tion, pro­vide upgrades and new releas­es of the Sys­tem from time to time and shall use its endeav­ours to pro­vide 48 hours notice of any changes to the System.

4.4 If at any time your access to and/​or use of the Sys­tem is exces­sive and as a result impacts on oth­er clients’ abil­i­ty to use the Sys­tem, we shall noti­fy you accord­ing­ly and you shall prompt­ly take appro­pri­ate steps to rem­e­dy such use. We reserve the right to increase the Fee due to any such exces­sive use.

4.5 You shall not, and shall not per­mit or assist any third par­ty to:

(a) attempt to view, access or copy any con­tent or data oth­er than that to which the Client is autho­rised to access;

(b) trans­late, adapt, dis­as­sem­ble, reverse engi­neer, decom­pile or copy the whole or any part of the Sys­tem, nor arrange or cre­ate deriv­a­tive works based on the Sys­tem except to the extent per­mit­ted by law not capa­ble of exclu­sion by agreement;

© make for any pur­pose includ­ing error cor­rec­tion, any mod­i­fi­ca­tions, adap­tions, addi­tions or enhance­ments to the System;

(d) com­bine, match or merge the whole or any part of the Sys­tem with or incor­po­rate the Sys­tem into any third par­ty code;

(e) sell, pur­port to assign or license access to the System;

(f) attempt to under­mine the secu­ri­ty of the System;

(g) access the Sys­tem to build a com­pet­i­tive prod­uct or ser­vice or to build a prod­uct using sim­i­lar ideas, fea­tures, func­tions or graphics;

(h) make avail­able online all or part of the Sys­tem through the Inter­net, or any intranet; and/​or

(i) remove or alter any copy­right or oth­er pro­pri­etary notice on any part of the Sys­tem and/​or the Sys­tem Documents.

4.6 You agree that we shall be enti­tled record your access and use of the Sys­tem for the pur­pos­es of diag­nos­ing and fix­ing prob­lems, train­ing and sup­port. We may trans­fer such records to third par­ties for the pur­pos­es of analy­sis and pro­cess­ing and we shall use rea­son­able endeav­ours to ensure that such third par­ties keep con­fi­den­tial such records.

5. Sys­tem Availability

5.1 Omono shall use rea­son­able endeav­ours to make the Sys­tem avail­able at all times, but the Client acknowl­edges that there may be occa­sions when access to the Sys­tem may be inter­rupt­ed, includ­ing for sched­uled main­te­nance or upgrades, for emer­gency repairs, or due to fail­ure of telecom­mu­ni­ca­tions links and/​or equip­ment. Omono shall use rea­son­able endeav­ours to com­ply with the Ser­vice Lev­el Agree­ment for the Sys­tem. The cur­rent Ser­vice Lev­el Agree­ment is set here.

5.2. Omono reserves the right to remove any con­tent or fea­tures from the Sys­tem for any rea­son, with­out pri­or notice, and shall have no lia­bil­i­ty or respon­si­bil­i­ty to the Client in any man­ner what­so­ev­er in such cir­cum­stances, save to refund pro-rata any Fees paid in advance in respect of any sig­nif­i­cant con­tent or fea­tures sus­pend­ed or stopped that you pre­vi­ous­ly accessed and used. We shall cal­cu­late such pro-rata refund at our sole dis­cre­tion, pro­vid­ed that we shall act rea­son­ably in doing so.

6. Client Content

6.1 You war­rant and rep­re­sent that the Client Con­tent will not:

(a) breach the pro­vi­sions of any law, statute or reg­u­la­tion includ­ing any data pro­tec­tion laws and/​or regulations;

(b) infringe the IP Rights or oth­er legal rights of any person;

© be made in breach of any legal duty owed to a third par­ty, such as a con­trac­tu­al duty or a duty of confidence;

(d) be delib­er­ate­ly or know­ing­ly false, inac­cu­rate or mis­lead­ing; and/​or

(e) give rise to any cause of action against Omono.

6.2 You fur­ther war­rant and rep­re­sent that you shall use indus­try stan­dard virus detec­tion soft­ware to try to block the upload­ing of Client Con­tent that con­tains virus­es or oth­er mali­cious code.

6.3 Omono is not respon­si­ble and accepts no lia­bil­i­ty for Client Con­tent. Omono does not active­ly mon­i­tor any Client Con­tent, but you agree that at any time Omono shall be enti­tled to delete any Client Con­tent that Omono rea­son­ably believes is in breach of Con­di­tion 6.1.

6.4 You grant to us a non-exclu­sive, world­wide, irrev­o­ca­ble, roy­al­ty-free right, togeth­er with the right to sub­li­cense to Third Par­ty Mod­ule Providers, to repro­duce all IP Rights in the Client Con­tent for the pur­pos­es of these Con­di­tions and in order to make the Sys­tem includ­ing the Third Par­ty Mod­ules avail­able to you.

6.5 You agree that the Sys­tem Doc­u­ments are based on and reflect the infor­ma­tion in the Client Con­tent. Accord­ing­ly, you must make sure that the Client Con­tent is accu­rate and com­plete. You agree to review the Sys­tem Doc­u­ments before you use and/​or dis­trib­ute them, and you shall noti­fy Omono of any errors in the Sys­tem Doc­u­ments. We shall prompt­ly amend such errors, except where such errors arise as a result of any infor­ma­tion in the Client Con­tent. We shall have no lia­bil­i­ty for any errors in the Sys­tem Doc­u­ments based on the Client Content.

6.6 In the event of any loss or dam­age to Client Con­tent, your sole and exclu­sive rem­e­dy shall be for Omono to use rea­son­able com­mer­cial endeav­ours to restore the lost or dam­aged Client Con­tent from the lat­est back up of such Client Con­tent main­tained by Omono. You acknowl­edge and agree that this process will over­write the Client Con­tent stored on the Sys­tem pri­or to the restora­tion. Accord­ing­ly, you shall sep­a­rate­ly main­tain up-to-date copies of the Client Content.

7. Fees

7.1 Any free tri­al that we may offer from time to time begins on the date that the first Sys­tem Admin­is­tra­tor reg­is­ters with the Sys­tem. On com­ple­tion of any free tri­al, we shall auto­mat­i­cal­ly take pay­ment of the Fee using the pay­ment details you have pro­vid­ed to us. If you do not wish to con­tin­ue to access the Sys­tem fol­low­ing the free tri­al, you must noti­fy us at least 5 days before the end of your free tri­al. The Fees are cal­cu­lat­ed in accor­dance with the Fee Page.

7.2 If you fail to pay an instal­ment of the Fee by the due date, we reserve the right to:

(a) claim costs and inter­ests on any out­stand­ing amount in accor­dance with the Late Pay­ment of Com­mer­cial Debts (Inter­est) Act 1998;

(b) cease to make the Sys­tem avail­able to you; and/​or

© delete all Client Content.

7.3 You acknowl­edge and agree that we shall be enti­tled to increase the Fees at any time on writ­ten notice to you. Your con­tin­ued access and use of the Sys­tem shall con­sti­tute your accep­tance of the increased Fees.

8. IP Rights

8.1 You agree that no IP Rights that sub­sist in the Sys­tem and/​or the Sys­tem Doc­u­men­ta­tion shall trans­fer to you under these Con­di­tions. We acknowl­edge that you retain the IP Rights in the Client Content.

8.2 You grant to Omono the right and licence to use your name and any asso­ci­at­ed logo in any and all pro­mo­tion­al and mar­ket­ing mate­ri­als, includ­ing online materials.

8.3 You shall prompt­ly noti­fy Omono of any claim, noti­fi­ca­tion or alle­ga­tion that you receive that your use of the Sys­tem infringes the IP Rights of any third par­ty (a Claim). You shall:

(a) not make any admis­sion of lia­bil­i­ty, agree­ment, set­tle­ment or com­pro­mise in rela­tion to a Claim with­out Omono’s pri­or writ­ten consent;

(b) give to Omono and its pro­fes­sion­al advis­ers all rea­son­able assis­tance as may be required in rela­tion to a Claim;

© at Omono’s request, give Omono the exclu­sive con­trol and right to defend a Claim and make set­tle­ments in rela­tion to a Claim; and

(d) mit­i­gate your loss­es in rela­tion to a Claim, includ­ing where request­ed to do so by stop­ping using the System.

8.4 On receipt of a notice under Con­di­tion 8.3, Omono shall at its sole expense either pro­cure for the Client the right to con­tin­ue access­ing and using the Sys­tem or mod­i­fy or replace the infring­ing part of the Sys­tem with­out to avoid the infringement.

9. Con­fi­den­tial Information

9.1 Con­fi­den­tial Infor­ma­tion shall mean all infor­ma­tion whether writ­ten or oral and in what­ev­er medi­um and relates to the busi­ness, prod­ucts, finan­cial and man­age­ment affairs, Clients, employ­ees or autho­rised agents, plans, pro­pos­als, strate­gies or trade secrets dis­closed by one par­ty (the Dis­clos­ing Par­ty) to the oth­er par­ty (the Receiv­ing Par­ty).

9.2 The Receiv­ing Par­ty shall not, and shall ensure that its employ­ees shall not, use copy or dis­close any of the Con­fi­den­tial Infor­ma­tion of the Dis­clos­ing Par­ty except to car­ry out its oblig­a­tions and exer­cise its rights under the Conditions.

9.3 The Receiv­ing Par­ty shall only dis­close the Dis­clos­ing Party’s Con­fi­den­tial Infor­ma­tion to those of its employ­ees to the extent that they need to know the same in order to car­ry out its oblig­a­tions under the Con­di­tions and where those employ­ees are bound by writ­ten oblig­a­tions of con­fi­den­tial­i­ty and non-use and such oblig­a­tions apply to the Con­fi­den­tial Infor­ma­tion dis­closed to them.

9.4 The pro­vi­sions of Con­di­tions 9.1, 9.2 and 9.3 shall not apply to any Con­fi­den­tial Infor­ma­tion which:

(a) is or becomes gen­er­al­ly avail­able to the pub­lic oth­er than as a result of any act or omis­sion of the Receiv­ing Party;

(b) is already in or comes into the pos­ses­sion of the Receiv­ing Par­ty from a per­son law­ful­ly in pos­ses­sion of the infor­ma­tion and owing no oblig­a­tion of con­fi­den­tial­i­ty to the Dis­clos­ing Par­ty in respect of the infor­ma­tion; or

© is required to be dis­closed by any court, gov­ern­ment or admin­is­tra­tive author­i­ty com­pe­tent to require disclosure.

10. War­ranties, Indemnity

10.1 Each of the par­ties rep­re­sents, war­rants and under­takes that:

(a) it has the right, pow­er and author­i­ty to enter into these Con­di­tions and to per­form ful­ly all of its oblig­a­tions under these Con­di­tions; and

(b) the per­for­mance of these Con­di­tions shall not breach any oth­er agree­ment entered into by it.

10.2 Sub­ject to these Con­di­tions, Omono war­rants that it shall:

(a) pro­vide access to the Sys­tem with rea­son­able skill and care; and

(b) use indus­try stan­dard secu­ri­ty soft­ware in rela­tion to the System.

10.3 You war­rant and rep­re­sent that you are not a con­sumer and that you are acquir­ing the right to access and use the Sys­tem for the pur­pos­es of a busi­ness. Accord­ing­ly, to the max­i­mum extent per­mit­ted by law, any statu­to­ry con­sumer guar­an­tees or leg­is­la­tion intend­ed to pro­tect non-busi­ness con­sumers in any juris­dic­tion does not apply to the licence of the Sys­tem and/​or these Conditions.

10.4 You war­rant that you have not relied on any oral rep­re­sen­ta­tion made by or on behalf of Omono, or on any descrip­tions, illus­tra­tions or spec­i­fi­ca­tions con­tained in any mate­ri­als, includ­ing online mate­ri­als, pro­duced by Omono which are only intend­ed to con­vey a gen­er­al idea of the Sys­tem. You con­firm that in your opin­ion, the Sys­tem is fit for your purposes.

10.5 You shall indem­ni­fy Omono its direc­tors, rep­re­sen­ta­tives and agents from and against all direct and indi­rect costs, claims, loss­es, expens­es, dam­ages and lia­bil­i­ties how­ev­er aris­ing as a result of or in con­nec­tion with:

(a) any fail­ure by you to obtain or renew a licence in accor­dance with Con­di­tion 3.1; and/​or

(b) use by Omono of the Client Con­tent in accor­dance with the terms of these Conditions.

11. Dis­claimer, Lim­it of Liability

11.1 YOU ACKNOL­WEDGE THAT THE SYS­TEM IS PRO­VID­ED FOR INFOR­MA­TION ONLY AND SHOULD NOT BE RELIED ON AS TAX, ACCOUNT­ING, LEGAL OR FINAN­CIAL ADVICE, REC­OM­MEN­DA­TION, ARRANGE­MENT OR OPINION.

11.2 THE SYS­TEM IS PRO­VID­ED ON AN ​“AS IS” BASIS. TO THE MAX­I­MUM EXTENT PER­MIT­TED BY LAW AND SUB­JECT TO CON­DI­TION 10, ALL IMPLIED WAR­RANTIES, TERMS AND CON­DI­TIONS RELAT­ING TO THE SYS­TEM (WHETHER IMPLIED BY STATUTE, COM­MON LAW OR OTH­ER­WISE), INCLUD­ING ANY WAR­RAN­TY, TERM OR CON­DI­TION AS TO ACCU­RA­CY, COM­PLETE­NESS, SAT­IS­FAC­TO­RY QUAL­I­TY, PER­FOR­MANCE, FIT­NESS FOR PUR­POSE, AVAIL­ABIL­I­TY AND NON-INFRINGE­MENT ARE EXCLUDED.

11.3 OMONO WILL NOT BE LIABLE, IN CON­TRACT, TORT (INCLUD­ING NEG­LI­GENCE), UNDER STATUTE OR OTH­ER­WISE, AS A RESULT OF OR IN CON­NEC­TION WITH THE SYS­TEM FOR ANY:

(A) ECO­NOM­IC LOSS (INCLUD­ING LOSS OF REV­ENUES, PROF­ITS, CON­TRACTS, BUSI­NESS OR ANTIC­I­PAT­ED SAVINGS);

(B) LOSS OF REP­U­TA­TION OR GOODWILL;

© LOSS OF DATA OR CON­TENT, INCUD­ING CLIENT CON­TENT; AND/OR

(D) SPE­CIAL, INDI­RECT OR CON­SE­QUEN­TIAL LOSS EVEN IF ADVISED OF THE POS­SI­BIL­I­TY OF SUCH LOSSES.

11.3 OMONO’S AGGRE­GATE LIA­BILTY TO THE CLIENT UNDER THESE CON­DI­TIONS OR OTH­ER­WISE IN RESPECT OF THE SYS­TEM SHALL BE LIM­IT­ED TO THE FEES RECEIVED BY OMONO FROM THE CLIENT FOR THE SYS­TEM DUR­ING THE 6 MONTHS BEFORE THE DATE THE CLAIM AROSE.

11.4 Noth­ing in these Con­di­tions shall lim­it or exclude a party’s lia­bil­i­ty for death or per­son­al injury caused by neg­li­gence, fraud, fraud­u­lent mis­rep­re­sen­ta­tion or any oth­er loss that can­not law­ful­ly be exclud­ed or limited.

12. Ter­mi­na­tion

12.1 Either par­ty may ter­mi­nate these Con­di­tions, at any time, imme­di­ate­ly by giv­ing the oth­er writ­ten notice if the other:

(a) mate­ri­al­ly breach­es any term of these Con­di­tions and it is not pos­si­ble to rem­e­dy that breach;

(b) mate­ri­al­ly breach­es any term of these Con­di­tions and it is pos­si­ble to rem­e­dy that breach, but the oth­er fails to do so with­in 10 Work­ing Days of being request­ed in writ­ing to do so; or

© becomes insol­vent, makes com­po­si­tion with its cred­i­tors, has a receiv­er or admin­is­tra­tor of its under­tak­ing or the whole or a sub­stan­tial part of its assets appoint­ed, or an is order made, or an effec­tive res­o­lu­tion is passed, for its admin­is­tra­tion, receiver­ship, liq­ui­da­tion, wind­ing-up or oth­er sim­i­lar process, or has any dis­tress, exe­cu­tion or oth­er process levied or enforced against the whole or a sub­stan­tial part of its assets, or is sub­ject to any pro­ceed­ings which are equiv­a­lent or sub­stan­tial­ly sim­i­lar to any of the fore­go­ing under any applic­a­ble juris­dic­tion, or ceas­es to trade or threat­ens to do so.

For the pur­pos­es of this Con­di­tion 12.1 in order for it to be pos­si­ble to rem­e­dy a breach it must be pos­si­ble to take steps so as to put the oth­er par­ty into the same posi­tion which (save as to the date) it would have been in if the breach had nev­er occurred.

12.2 The Client shall be enti­tled to ter­mi­nate these Con­di­tions at any time on 30 days’ notice to Omono, pro­vid­ed that no refund of any Fee paid shall be due to the Client fol­low­ing such termination.

12.3 On ter­mi­na­tion of these Con­di­tions for any reason:

(a) you shall cease to access the System;

(b) Omono may delete all Client Con­tent and the Sys­tem Doc­u­ments, pro­vid­ed that sub­ject to pay­ment of an addi­tion­al fee, we shall pro­vide you from the lat­est ver­sion of the Client Con­tent and Sys­tem Doc­u­ments main­tained by Omono for you.

12.4 The fol­low­ing Con­di­tions shall remain in force notwith­stand­ing ter­mi­na­tion: Con­di­tions 6.1, 6.2 (Client Con­tent), 8.1, 8.2 (IP Rights), 9 (Con­fi­den­tial Infor­ma­tion), 10.1, 10.3, 10.4, 10.5 (War­ranties), 11 (Dis­claimer, Lim­it of Lia­bil­i­ty), 12.3, 12.4 (Ter­mi­na­tion), 14 (Dis­pute Res­o­lu­tion), 15 (Gen­er­al) and 16 (Gov­ern­ing Law & Jurisdiction).

13. Force Majeure

13.1 For the pur­pos­es of this Con­di­tion 13, an event of Force Majeure means any event beyond the rea­son­able con­trol of either par­ty, includ­ing change in laws or reg­u­la­tions, war, inva­sion, armed con­flict, ter­ror­ism, strike, lock-out, labour dis­pute, fail­ure of sup­pli­ers or sub­con­trac­tors, riot, civ­il com­mo­tion, acci­dent, act of God, fire, flood and storm.

13.2 If a par­ty is pre­vent­ed, hin­dered or delayed from or in per­form­ing any of its oblig­a­tions under this Agree­ment by an event of Force Majeure, the affect­ed party’s oblig­a­tions under this Agree­ment are sus­pend­ed with­out lia­bil­i­ty while the event of Force Majeure con­tin­ues and to the extent that it is pre­vent­ed, hin­dered or delayed.

13.3 If per­for­mance of any oblig­a­tion under this Agree­ment is pre­vent­ed, hin­dered, or delayed due to an event of Force Majeure either par­ty shall be enti­tled to ter­mi­nate these Con­di­tions on writ­ten notice to the oth­er party.

13.4 The pro­vi­sions of Con­di­tion 13 shall not be relied on in rela­tion to the inabil­i­ty to pay any Fees due under these Conditions.

14. Dis­pute Resolution

14.1 If a dis­pute aris­es between the par­ties under these Con­di­tions, then with­in 5 Work­ing Days of the dis­pute aris­ing, the dis­pute shall be esca­lat­ed by each of the par­ties to a direc­tor. If the direc­tors are unable to resolve the dis­pute with­in 10 Work­ing Days, then the direc­tors shall refer the dis­pute to the chief oper­at­ing offi­cer, or such per­son of equiv­a­lent senior­i­ty. If such per­sons are unable to resolve the dis­pute with­in a fur­ther 10 Work­ing Days, then the par­ties shall be enti­tled to pur­sue legal action under Con­di­tion 16.

14.2 Noth­ing in Con­di­tion 14.1 shall pre­vent a par­ty tak­ing action under Con­di­tion 16 in respect of mis­use of the System.

15. Gen­er­al

15.1 These Con­di­tions con­tain the entire agree­ment of the par­ties with respect to the access to the Sys­tem and super­sede all pri­or agree­ments and rep­re­sen­ta­tions, stan­dard con­di­tions or oth­er implied con­di­tions, whether writ­ten or oral, with respect to the sub­ject mat­ter of these Conditions.

15.2 The Client shall not assign or del­e­gate its rights or oblig­a­tions under these Con­di­tions, in whole or in part, to any third par­ty by oper­a­tion of law or oth­er­wise, with­out the pri­or writ­ten con­sent of Omono. Any attempt­ed assign­ment or del­e­ga­tion that does not com­ply with this Con­di­tion 15.2 shall be of no effect.

15.3 Any fail­ure to enforce any pro­vi­sion of these Con­di­tions shall not con­sti­tute a waiv­er there­of or of any oth­er provision.

15.4 If any pro­vi­sion of these Con­di­tions is found to be unen­force­able, the remain­der shall be enforced as ful­ly as pos­si­ble and the unen­force­able pro­vi­sion shall be deemed mod­i­fied to the lim­it­ed extent required to per­mit its enforce­ment in a man­ner most close­ly approx­i­mat­ing the inten­tion of the parties.

15.5 Noth­ing in these Con­di­tions shall cre­ate or imply an agency, part­ner­ship or joint ven­ture between the par­ties. Nei­ther par­ty shall act or describe itself as the agent of the oth­er par­ty nor shall either par­ty have or rep­re­sent that it has any author­i­ty to make com­mit­ments on behalf of the other.

16. Gov­ern­ing Law & Jurisdiction

16.1 These Con­di­tions are gov­erned by and will be con­strued in accor­dance with the laws of Eng­land and Wales.

16.2 The par­ties sub­mit to the exclu­sive juris­dic­tion of the courts of Eng­land and Wales in rela­tion to any legal actions or pro­ceed­ings aris­ing out of or in con­nec­tion with these Con­di­tions, save that this sub­mis­sion will not pre­clude any par­ty from apply­ing to any oth­er court hav­ing juris­dic­tion for urgent or inter­im relief in aid of pro­posed or pend­ing pro­ceed­ings in England.

Ser­vice Lev­el Agree­ment for Omono System

This Ser­vice Lev­el Agree­ment was last updat­ed 5 Octo­ber 2017.

Avail­abil­i­ty of the Omono System

1. Omono shall use com­mer­cial­ly rea­son­able efforts to ensure that the Sys­tem is avail­able 99.95%, mea­sured month­ly, exclud­ing pub­lic hol­i­days and week­ends and sched­uled maintenance.

2. Down­time will not accrue where the non-avail­abil­i­ty is due to:

(a) A cause beyond Omono’s rea­son­able control;

(b) Any sched­uled, noti­fied or emer­gency downtime;

© A fault on the Client’s net­work or own equip­ment configuration;

(d) A fault or inci­dent caused with­in the Client’s own infra­struc­tures or con­fig­u­ra­tion of said infra­struc­tures caus­ing the sus­pen­sion of the Sys­tem and/​or hard­ware failure;

(e) A fault/​bug in the Client’s own soft­ware such as firmware, oper­at­ing sys­tem, web brows­er, infra­struc­ture soft­ware or the Client’s own infra­struc­tures or con­fig­u­ra­tion of such infra­struc­tures caus­ing sus­pen­sion of the Sys­tem and/​or hard­ware failure;

(f) Any inci­dents and down­time caused by the Client’s own man­age­ment of the System;

(g) Third par­ty net­work, ser­vice and/​or inte­gra­tion issues or suspensions;

(h) Down­time caused by the Client access­ing the Sys­tem over the inter­net, where the down­time is direct­ly attrib­ut­able to the pub­lic net­work itself.

3. The Client’s sole and exclu­sive rem­e­dy for any down­time shall be to con­tact Omono as set out in this Ser­vice Lev­el Agree­ment and per­mit Omono to car­ry out such main­te­nance as is deemed nec­es­sary by Omono.

Per­for­mance Monitoring

4. Omono shall con­tin­u­ous­ly mon­i­tor the Sys­tem uptime lev­els and shall make avail­able its uptime sta­tus to the Client upon request.

Tech­ni­cal Con­tacts and Inci­dent Response

5. Omono shall pro­vide reg­u­lar­ly staffed email and phone sup­port in the UK dur­ing its work­ing hours of 9am to 5.30pm Mon­day to Fri­day exclud­ing pub­lic Hol­i­days. The con­tact details and response time for gen­er­al sup­port are as detailed below:

Urgent: 3 work­ing hours

Gen­er­al: 24 work­ing hours