Loqsea Consensus Curves
1 About Us
1.1 Company details. Loqsea Technology Ltd (company number 13330509) (Loqsea) is a company
registered in England and Wales and our registered office is at 253 Grays Inn Road, London, United
Kingdom. Loqsea operate the website https://loqseatech.com/.
1.2 Contacting us. To contact Loqsea, telephone 02045524273 or email at sales@loqseatech.com. How
to give formal notice of any matter under these Terms is set out in 21.4.
2 These Terms, definitions and interpretation
2.1 These consensus curves terms and conditions (Terms) apply to the Order by the Customer and supply
of the Subscribed Services by Loqsea. These Terms, together with the addendums and policies
referred to in them, apply to the exclusion of any other terms that the Customer seeks to impose or
incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 The definitions and rules of interpretation set out in Schedule 1 shall apply to these Terms.
2.3 The Subscribed Service shall not be used by the Customer, and the Customer shall not permit (directly
or indirectly), the Subscribed Service to be made available to any consumer (as defined in Section 2
of the Consumer Rights Act 2015).
2.4 By placing an Order, the Customer indicates that it is not a consumer, that it is over the age of 18, that
the individual placing the Order has the authority to do so on behalf of the Customer and has read,
understood and agrees that the Customer will be bound by these Terms.
3 Placing an Order and its acceptance
3.1 Placing an Order. The Customer is required to follow the onscreen prompts on the Website to place
an Order. Each Order is an offer by the Customer to buy the Subscribed Service specified in the Order
subject to these Terms.
3.2 Acknowledging receipt of an Order. After the Customer has placed an Order, Loqsea will send an
email acknowledging receipt of the Order. Loqsea’s acceptance of the Order will take place as
described in clause 3.3.
3.3 Accepting an Order. Loqsea’s acceptance of the Order takes place when Loqsea sends an email to
the Customer to accept it, at which point and on which date the contract between the parties will come
into existence.
4 The Subscribed Service
4.1 Descriptions and illustrations. Any descriptions or illustrations on the Website are published for the
sole purpose of giving an approximate idea of the services described in them. They will not form part
of these Terms or have any contractual force.
4.2 Compliance with specification. Subject to Loqsea’s right to amend the specification for the Subscribed
Service (see clause 9), Loqsea will supply the Subscribed Service to the Customer in accordance with
the specification for the Subscribed Service appearing on the Website at the date of the Order in all
material respects.
4.3 Changes to specification. Loqsea reserves the right to amend the specification of the Subscribed
Services if required by any applicable statutory or regulatory requirement or if the amendment will not
materially affect the nature or quality of the Subscribed Service and will notify the Customer in advance
by email of any such amendment.
4.4 Reasonable care and skill. Loqsea warrants to the Customer that the Subscribed Service will be
provided using reasonable care and skill.
4.5 Loqsea has no obligation to deliver any copies of any software to the Customer in connection with
these Terms or the Subscribed Service.
5 Rights of use
5.1 Upon payment of the Subscription Fees and subject to these Terms, Loqsea grants the Customer a
non-exclusive, non-transferable, personal right to use the Subscribed Service during the Subscription
Period for the Permitted Purpose.
5.2 The Customer acknowledges that use of the Subscribed Service is always subject to the Customer’s
compliance with these Terms and any requirements identified in these Terms (including all minimum
system requirements).
5.3 The Customer acknowledges that the Subscribed Service does not include:
5.3.1 any services, systems or equipment required to access the internet (and that the Customer is
solely responsible for procuring access to the internet and for all costs and expenses in
connection with internet access, communications, data transmission and wireless or mobile
charges incurred by it in connection with use of the Subscribed Service);
5.3.2 dedicated data back up or disaster recovery facilities (and the Customer should ensure it
always maintains backups of any Customer Data); or
5.3.3 legal, accounting or other professional or regulated services and that, except as expressly
stated in these Terms, no assurance is given that the Subscribed Service will comply with or
satisfy any legal or regulatory obligation of any person.
6 Account Set Up and Authorised Users
6.1 Following payment of the Subscription Fees, the Customer shall be required to set up an account
using an email address and password which will give the Customer access to the online dashboard
for the Subscribed Service.
6.2 The Customer shall ensure that only Authorised Users use the Subscribed Service and that such use
is always in accordance with these Terms. The Customer shall ensure that Authorised Users are, at
all times while they have access to the Subscribed Service, the employees or contractors of the
Customer.
6.3 The Customer shall ensure that the number of Authorised Users using the Subscribed Service does
not exceed the number purchased at the time of placing the Order. The Customer is entitled to remove
one individual as an Authorised User and replace them with another individual in accordance with the
terms of these Terms, but Authorised User accounts cannot be shared or used by more than one
individual.
6.4 Without prejudice to any other right or remedy of Loqsea, in the event the Customer is in breach of
clause 6.3 then the Customer shall be liable to pay for the excess usage for the relevant period during
which infringement occurred at the then current rates for the Subscribed Service.
6.5 The Customer shall:
6.5.1 be liable for the acts and omissions of the Authorised Users as if they were its own;
6.5.2 only provide Authorised Users with access to the Subscribed Service via the access method
provided by Loqsea and shall not provide access to (or permit access by) anyone other than
an Authorised User; and
6.5.3 procure that each Authorised User is aware of, and complies with, the obligations and
restrictions imposed on the Customer under these Terms, including all obligations and
restrictions relating to Loqsea’s Confidential Information.
6.6 The Customer warrants and represents that it, and all Authorised Users and all others acting on its or
their behalf (including systems administrators) shall, keep confidential and not share with any third
party (or with other individuals except those with administration rights at the Customer’s organisation
as necessary for use of the Service) their password or access details for any Subscribed Service.
6.7 The Customer shall (and shall ensure all Authorised Users shall) at all times comply with the
Acceptable Use Policy and all other provisions of these Terms.
6.8 If any password has been provided to an individual that is not an Authorised User, the Customer shall,
without delay, disable any such passwords and notify Loqsea immediately.
6.9 The Customer shall comply (and shall ensure all Authorised Users comply) with all applicable laws,
rules, and regulations governing export that apply to the Subscribed Service and any Customer Data
and, and shall not export or re-export, directly or indirectly, separately or as a part of a system, the
Subscribed Service or any Customer Data to, or access or use the Subscribed Service or any
Customer Data in, any country or territory for which an export licence or other approval is required
under the laws of the United Kingdom, the United States, the European Union or any of its member
states, without first obtaining such licence or other approval. Without prejudice to Loqsea’s obligations
under the Data Protection Addendum, the Customer shall be solely responsible for ensuring its access,
importation and use of the Subscribed Service and any Customer Data complies with all export and
other laws.
6.10 Clauses 6.5 to 6.9 (inclusive) shall survive termination of these Terms.
7 Indemnity
7.1 The Customer shall (and shall ensure all Authorised Users shall) always comply with all applicable
laws relating to the use or receipt of the Subscribed Service, including laws relating to privacy, data
protection and use of systems and communications.
7.2 The Customer shall indemnify, keep indemnified and hold harmless Loqsea from and against any
losses, claims, damages, liability, Data Protection Losses, costs (including legal and other professional
fees) and expenses incurred by Loqsea as a result of the Customer’s or any Authorised User’s breach
of these Terms.
7.3 This clause 7 shall survive termination of these Terms.
8 Support
8.1 Support Services shall be available to the Customer for the Subscribed Service for the duration of the
Subscription Period. The Customer may request support from Loqsea by telephoning or emailing
using the contact details set out in clause 1.2 (Contacting Us). Support shall be available Monday to
Friday 9am – 5pm (GMT).
8.2 Loqsea shall use reasonable endeavours to notify the Customer in advance of scheduled maintenance
but the Customer acknowledges that it may receive no advance notification for downtime caused by
Force Majeure or for other emergency maintenance.
9 Changes to services and terms
9.1 Loqsea may at its absolute discretion make, and notify the Customer of, updated versions of the
documents referred to in any part of these Terms from time to time by notifying the Customer of such
update by email (together with a link to a copy of the update) or by any other reasonable means which
Loqsea elects (Update Notification). Loqsea shall comply with its related obligations in the Data
Protection Addendum.
9.2 The document(s) subject to such Update Notification shall replace the preceding version of the same
document(s) for the purposes of these Terms from the date 20 Business Days’ after the Update
Notification of such revised document(s) (the Update) (or at such later date as Loqsea may specify).
9.3 In the event that the Customer reasonably believes that any Update materially impacts it negatively in
any manner it may by notice elect to terminate these Terms in respect of the Subscribed Service.
Where the Customer has a Monthly Subscription, such termination shall take effect from the end of
the current Subscription Period. Where the Customer has an Enterprise Subscription, such termination
shall take effect on the day before the Update is due to take effect.
9.4 The Customer acknowledges that Loqsea shall be entitled to modify the features and functionality of
the Subscribed Service. Loqsea shall use reasonable endeavours to ensure that any such modification
does not materially adversely affect the use of the Subscribed Service by Loqsea’s customers
generally. Loqsea may, without limitation to the generality of this clause 9.4, establish new limits on
the Subscribed Service (or any part), including limiting the volume of data which may be used, stored
or transmitted in connection with the Subscribed Service, remove or restrict application programming
interfaces or make alterations to data retention periods, provided such changes are introduced by
Update to the relevant impacted contractual documents. Loqsea shall comply with its related
obligations in the Data Protection Addendum.
10 Fees and payment
10.1 In consideration of Loqsea providing the Subscribed Service the Customer must pay the Subscription
Fees in accordance with this clause 10.
10.2 The Subscription Fees shall be as set out on the Website at the time of the Order.
10.3 The Subscription Fees are payable in advance and are non-refundable. The first payment will be
taken upon acceptance of the Order and then on the anniversary of each subsequent Subscription
Period.
10.4 The Customer shall pay the Subscription Fees by debit card or credit card. Loqsea accept most major
credit and debit cards. All payments must be authorised by the relevant card issuer. If the Customer
is ordering and Enterprise Subscription, the Customer will also be able to pay via bank transfer, the
details of which will be set out on the applicable invoice.
10.5 Loqsea will send the Customer an electronic invoice within 7 days of the beginning of the month
following payment.
10.6 Unless otherwise stated by us at the time of the Order, the Fees are exclusive of VAT which shall be
payable by the Customer at the rate and in the manner prescribed by law.
10.7 Loqsea shall have the right to charge interest on overdue invoices at the rate of 4% per year above
the base rate of the Bank of England, calculated from the date when payment of the invoice becomes
due for payment up to and including the date of actual payment whether before or after judgment.
10.8 Loqsea shall be entitled to increase the Subscription Fees for the Subscribed Service at any time by
notice to the Customer provided that the revised Subscription Fees shall not take effect until the start
of the next Subscription Period. If the Customer does not agree to such increase in the Fees, the
Customer shall be entitled to terminate and such termination shall take effect from the end of the
current Subscription Period.
10.9 To the extent these Terms terminate the Customer shall not be entitled to any refund or discount of
Fees paid for any parts of any month during which the Subscribed Service ceases to be provided.
11 Warranties
11.1 The Subscribed Service may be subject to delays, interruptions, errors or other problems resulting
from use of the internet or public electronic communications networks used by the parties or third
parties. The Customer acknowledges that such risks are inherent in cloud services and that Loqsea
shall have no liability for any such delays, interruptions, errors or other problems.
11.2 If there is a breach of the warranty in clause 4.4, Loqsea shall at its option use reasonable endeavours
to repair or replace the Subscription Service within a reasonable time or (whether or not it has first
attempted to repair or replace the Subscription Service) refund the Subscription Fees which were
otherwise payable for the period during which Loqsea was in breach of any such warranty (provided
such period is at least 7 consecutive days). To the maximum extent permitted by law, this clause 11.2
sets out the Customer’s sole and exclusive remedy (however arising, whether in contract, negligence
or otherwise) for any breach of any of the warranty in clause 4.4.
11.3 The warranty in clause 4.4 is subject to the limitations set out in clause 18 and shall not apply to the
extent that any error in the Subscribed Service arises as a result of:
11.3.1 incorrect operation or use of the Subscribed Service by the Customer or any Authorised User
(including any failure to follow the User Documentation or failure to meet minimum
specifications);
11.3.2 use of the Subscribed Service other than for the purposes for which it is intended;
11.3.3 use of the Subscribed Service with other software or services or on equipment with which it is
incompatible (unless Loqsea recommended or required the use of that other software or
service or equipment in the User Documentation);
11.3.4 any act by any third party (including hacking or the introduction of any virus or malicious code);
11.3.5 any modification of Subscribed Service (other than that undertaken by Loqsea or at its
direction); or
11.3.6 any breach of these Terms by the Customer (or by any Authorised User).
11.4 Loqsea may make Non-Loqsea Materials available for the Customer’s use in connection with the
Subscribed Service. The Customer agrees that:
11.4.1 Loqsea has no responsibility for the use or consequences of use of any Non-Loqsea Materials;
11.4.2 the Customer’s use of any Non-Loqsea Materials shall be governed by the applicable terms
between the Customer and the owner or licensor of the relevant Non-Loqsea Materials;
11.4.3 the Customer is solely responsible for any Non-Loqsea Materials used in connection with the
Subscribed Service and for compliance with all applicable third party terms which may govern
the use of such Non-Loqsea Materials and for any costs associated with entry into and
compliance with such third party terms; and
11.4.4 the continued availability, compatibility with the Subscribed Service and performance of the
Non-Loqsea Materials is outside the control of Loqsea and Loqsea has no responsibility for
any unavailability of or degradation in the Subscribed Service to the extent resulting from the
availability, incompatibility or performance of any of the Non-Loqsea Materials.
11.5 The Customer acknowledges that no liability or obligation is accepted by Loqsea (howsoever arising
whether under contract, tort, in negligence or otherwise):
11.5.1 that the Subscribed Service shall meet the Customer’s individual needs, whether such needs
have been communicated to Loqsea;
11.5.2 that the operation of the Subscribed Service shall not be subject to errors or defects and
Loqsea does not guarantee that the Subscribed Service will be uninterrupted or error free or
that defects will be corrected; or
11.5.3 that the Subscribed Service shall be compatible with any other software or service or with any
hardware or equipment except to the extent expressly referred to as compatible in the User
Documentation.
11.6 Other than as set out in these Terms, and subject to clause 18.5, all warranties, conditions, terms,
undertakings or obligations whether express or implied by statute, common law or otherwise and
including any implied terms relating to quality, fitness for any particular purpose or ability to achieve a
particular result are excluded to the extent permitted by law.
12 Intellectual property
12.1 All Intellectual Property Rights in and to the Subscribed Service and all Loqsea Materials belong to
and shall remain vested in Loqsea or the relevant third party owner. To the extent that the Customer
or any person acting on its or their behalf acquires any Intellectual Property Rights in the Subscribed
Service or Loqsea Materials, the Customer shall assign or procure the assignment of such Intellectual
Property Rights with full title guarantee (including by way of present assignment of future Intellectual
Property Rights) to Loqsea or such third party as Loqsea may elect. The Customer shall execute all
such documents and do such things as Loqsea may consider necessary to give effect to this clause
12.1.
12.2 The Customer and Authorised Users may be able to store or transmit Customer Data using the
Subscribed Service and the Subscribed Service may interact with Customer Systems. The Customer
hereby grants a royalty-free, non-transferable, non-exclusive licence for Loqsea (and each of its direct
and indirect sub-contractors) to use, copy and other otherwise utilise any Customer Data and
Customer Systems to the extent necessary to perform or provide the Subscribed Service or to exercise
or perform Loqsea’s rights, remedies and obligations under these Terms.
12.3 To the extent Non-Loqsea Materials are made available to, or used by or on behalf of the Customer,
or any Authorised User in connection with the use or provision of any Subscribed Service, such use
of Non-Loqsea Materials (including all licence terms) shall be exclusively governed by applicable third
party terms notified or made available by Loqsea or the third party and not by these Terms. Loqsea
grants no Intellectual Property Rights or other rights in connection with any Non-Loqsea Materials.
12.4 Loqsea may use any feedback and suggestions for improvement relating to the Subscribed Service
provided by the Customer or any Authorised User without charge or limitation (Feedback). The
Customer hereby assigns (or shall procure the assignment of) all Intellectual Property Rights in the
Feedback with full title guarantee (including by way of present assignment of future Intellectual
Property Rights) to Loqsea at the time such Feedback is first provided to Loqsea.
12.5 The Customer hereby waives (and shall ensure all relevant third parties have waived) all rights to be
identified as the author of any work, to object to derogatory treatment of that work and all other moral
rights in the Intellectual Property Rights assigned to Loqsea under these Terms.
12.6 Except for the rights expressly granted in these Terms, the Customer, any Authorised User, and their
direct and indirect sub-contractors, shall not acquire in any way any title, rights of ownership, or
Intellectual Property Rights of whatever nature in the Subscribed Service and no Intellectual Property
Rights of either party are transferred or licensed as a result of these Terms.
12.7 This clause 12 shall survive the termination of these Terms.
13 Defence against infringement claims
13.1 Subject to clauses 13.2 and 13.5, Loqsea shall:
13.1.1 defend at its own expense any claim brought against the Customer by any third party alleging
that the Customer’s use of the Subscribed Service infringes any copyright, database right or
registered trade mark, registered design right or registered patent in the United Kingdom (an
IP Claim); and
13.1.2 pay, subject to clause 13.3, all costs and damages awarded or agreed in settlement or final
judgment of an IP Claim.
13.2 The provisions of clause 13.1 shall not apply unless the Customer:
13.2.1 promptly (and in any event within 5 Business Days) notifies Loqsea upon becoming aware of
any actual or threatened IP Claim and provides full written particulars;
13.2.2 makes no comment or admission and takes no action that may adversely affect Loqsea’s
ability to defend or settle the IP Claim;
13.2.3 provides all assistance reasonably required by Loqsea subject to Loqsea paying the
Customer’s reasonable costs; and
13.2.4 gives Loqsea sole authority to defend or settle the IP Claim as Loqsea considers appropriate.
13.3 The provisions of clause 18 shall apply to any payment of costs and damages awarded or agreed in
settlement or final judgment of an IP Claim under clause 13.1.
13.4 In the event of any IP Claim, Loqsea may elect to terminate these Terms immediately by written notice
and promptly refund to the Customer on a pro-rata basis for any unused proportion of Subscription
Fees paid in advance. This clause 13.4 is without prejudice to the Customer’s rights and remedies
under clauses 13.1.
13.5 Loqsea shall have no liability or obligation under this clause 13 in respect of (and shall not be obliged
to defend) any IP Claim which arises in whole or in part from:
13.5.1 any modification of the Subscribed Service (or any part) without Loqsea’s express written
approval;
13.5.2 any Non-Loqsea Materials;
13.5.3 any Customer Data;
13.5.4 any Open Source Software;
13.5.5 any breach of these Terms by the Customer;
13.5.6 installation or use of the Subscribed Service (or any part) otherwise than in accordance with
these Terms and the User Documentation; or
13.5.7 installation or use of the Subscribed Service (or any part) in combination with any software,
hardware or data that has not been supplied or expressly authorised by Loqsea.
13.6 Subject to clause 18.5, the provisions of this clause 13 set out the Customer’s sole and exclusive
remedy (howsoever arising, including in contract, tort, negligence or otherwise) for any IP Claim.
14 Customer Systems and Customer Data
14.1 Customer Data shall at all times remain the property of the Customer or its licensors.
14.2 Except to the extent Loqsea has direct obligations under data protection laws, the Customer
acknowledges that Loqsea has no control over any Customer Data hosted as part of the provision of
the Subscribed Service and may not actively monitor or have access to the content of any Customer
Data. The Customer shall ensure (and is exclusively responsible for) the accuracy, quality, integrity
and legality of any Customer Data and that its use (including use in connection with the Subscribed
Service) complies with all applicable laws and Intellectual Property Rights.
14.3 Customer Data must not contain any third party data unless the Customer has the authority to make
that data available for the purposes Loqsea may use it for under the Agreement.
14.4 If Loqsea becomes aware of any allegation that any Customer Data may not comply with the
Acceptable Use Policy or any other part of these Terms, Loqsea shall have the right to permanently
delete or otherwise remove or suspend access to any Customer Data which is suspected of being in
breach of any of the foregoing from the Subscribed Service and/or disclose Customer Data to law
enforcement authorities (in each case without the need to consult the Customer). Where reasonably
practicable and lawful Loqsea shall notify the Customer before taking such action.
14.5 Except as otherwise expressly agreed in these Terms, Loqsea shall not be obliged to provide the
Customer with any assistance extracting, transferring or recovering any data whether during or after
the Subscription Period. The Customer acknowledges and agrees that it is responsible for maintaining
safe backups and copies of any Customer Data, including as necessary to ensure the continuation of
the Customer’s business. The Customer shall, without limitation, ensure that it backs up (or procures
the back up of) all Customer Data regularly (in accordance with its and its Authorised User’s needs)
and extracts it from Subscribed Service prior to the termination of these Terms or the cessation or
suspension of the Subscribed Service.
14.6 Loqsea may, at its sole discretion, undertake backups of the Subscribed Service (which may or may
not include Customer Data) for its own business continuity purposes. The Customer acknowledges
that such steps do not in any way make Loqsea responsible for ensuring any Customer Data does not
become inaccessible, damaged or corrupted. To the maximum extent permitted by applicable law,
Loqsea shall not be responsible (under any legal theory, including in negligence) for any loss of
availability of, or corruption or damage to, any Customer Data. The Customer acknowledges that
Loqsea will not take regular backups of any Customer Data and should the Customer require any
Customer Data to be backed up the Customer is solely responsible at all times for maintaining such
backups.
15 Confidentiality and security of Customer Data
15.1 Loqsea shall maintain the confidentiality of any Customer Data and shall not without the prior written
consent of the Customer or in accordance with these Terms, disclose or copy any Customer Data
other than as necessary for the performance of the Subscribed Service or its express rights and
obligations under these Terms.
15.2 Loqsea shall implement technical and organisational security measures in accordance with the
Information Security Addendum.
15.3 Loqsea:
15.3.1 undertakes to disclose Customer Data only to those of its officers, employees, agents,
contractors and direct and indirect sub-contractors to whom, and to the extent to which, such
disclosure is necessary for the purposes contemplated under these Terms or as otherwise
reasonably necessary for the provision or receipt of the Subscribed Service, and
15.3.2 shall be responsible to the Customer for any acts or omissions of any of the persons referred
to in clause 15.3.1 in respect of the confidentiality and security of any Customer Data as if
they were Loqsea’s own.
15.4 The provisions of this clause 15 shall not apply to information which:
15.4.1 is or comes into the public domain through no fault of Loqsea, its officers, employees, agents
or contractors;
15.4.2 is lawfully received by Loqsea from a third party free of any obligation of confidence at the
time of its disclosure;
15.4.3 is independently developed by Loqsea, without access to or use of such Confidential
Information; or
15.4.4 is required by law, by court or governmental or regulatory order to be disclosed,
provided that clauses 15.4.1 to 15.4.3 (inclusive) shall not apply to Protected Data.
15.5 This clause 15 shall survive the termination of these Terms for a period of 5 years.
15.6 To the extent any Customer Data is Protected Data, Loqsea shall ensure that such Customer Data
may be disclosed or used only to the extent such disclosure or use does not conflict with any of
Loqsea’s obligations under the Data Protection Addendum. Clauses 15.1 to 15.5 (inclusive) are
subject to this clause 15.6.
16 Loqsea’s Confidential Information
16.1 The Customer shall maintain the confidentiality of Loqsea’s Confidential Information and shall not
without the prior written consent of Loqsea, disclose, copy or modify Loqsea’s Confidential Information
(or permit others to do so) other than as necessary for the performance of its express rights and
obligations under these Terms.
16.2 The Customer undertakes to:
16.2.1 disclose Loqsea’s Confidential Information only to those of its officers, employees, agents and
contractors to whom, and to the extent to which, such disclosure is necessary for the purposes
contemplated under these Terms;
16.2.2 procure that such persons are made aware of and agree in writing to observe the obligations
in this clause 16; and
16.2.3 be responsible for the acts and omissions of those third parties referred to in this clause 16.2
as if they were the Customer’s own acts or omissions.
16.3 The Customer shall give notice to Loqsea of any unauthorised use, disclosure, theft or loss of Loqsea’s
Confidential Information immediately upon becoming aware of the same.
16.4 The provisions of this clause 16 shall not apply to information which:
16.4.1 is or comes into the public domain through no fault of the Customer, its officers, employees,
agents or contractors;
16.4.2 is lawfully received by the Customer from a third party free of any obligation of confidence at
the time of its disclosure;
16.4.3 is independently developed by the Customer, without access to or use of Loqsea’s
Confidential Information; or
16.4.4 is required by law, by court or governmental or regulatory order to be disclosed provided that
the Customer, where possible, notifies Loqsea at the earliest opportunity before making any
disclosure.
16.5 This clause 16 shall survive the termination of these Terms for a period of 5 years.
17 Monitoring compliance and Data Analytics
17.1 During the Subscription Period and for 7 years thereafter the Customer shall maintain full and accurate
records relating to the Customer and its Authorised Users’ use of the Subscribed Service under these
Terms.
17.2 At Loqsea’s request from time to time the Customer shall promptly (and in any event within two
Business Days of such request) provide Loqsea with copies of the records referred to in clause 17.1.
17.3 Loqsea may monitor, collect, store and use information on the use and performance of the Subscribed
Service (including Customer Data):
17.3.1 to ensure compliance by the Customer and its Authorised Users, with these Terms; and
17.3.2 to detect threats or errors to the Subscribed Service and/or Loqsea’s operations; and
17.3.3 in an aggregated and anonymized, de-identified, or otherwise obfuscated manner, including
to compile statistical and performance information relating to the provision and operation of
the Subscribed Service (“Aggregated Data”). As between Loqsea and Customer, all right,
title, and interest in Aggregated Data, and all Intellectual Property Rights therein, belong to
and are retained solely by Loqsea. Customer acknowledges that Loqsea may compile
Aggregated Data based on data input into the Subscribed Service by Customer. Customer
agrees that Loqsea may make Aggregated Data publicly available in compliance with
applicable law and use Aggregated Data to the extent and in the manner permitted under
applicable law provided that such Aggregated Data do not identify Customer or Customer’s
Confidential Information; and
17.3.4 for the purposes of the further development and improvement of Loqsea’s services, provided
that such activities always comply with the Privacy Policy and Data Protection Addendum.
18 Limitation of liability
18.1 Except as expressly and specifically provided in these Terms:
18.1.1 the Customer assumes sole responsibility for results obtained from the use of the Subscribed
Service by the Customer and its Authorised Users, and for conclusions drawn from such use.
Loqsea shall have no liability for any damage caused by errors or omissions in any information
provided to Loqsea by the Customer in connection with the Subscribed Service or any actions
taken by Loqsea at the Customer’s direction;
18.1.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied
by statute or common law are, to the fullest extent permitted by applicable law, excluded from
these Terms; and
18.1.3 the Subscribed Service is provided to the Customer on an “as is” basis.
18.2 Subject to clause 18.5, Loqsea’s total aggregate liability howsoever arising under or in connection with
these Terms shall not exceed the greater of:
18.2.1 an amount equal to the Fees for the Subscribed Service paid to Loqsea in the 12-month period
immediately preceding the first incident giving rise to any claim under these Terms; or
18.2.2 an amount equal to 12 times the Fees due or paid to Loqsea for the Subscribed Service
provided in the first month of the Subscription Period.
18.3 Subject to clause 18.5, Loqsea shall not be liable for consequential, indirect or special losses.
18.4 Subject to clause 18.5, Loqsea shall not be liable for any of the following (whether direct or indirect):
(a) loss of profit or trading losses; (b) destruction, loss of use or corruption of data; (c) loss or corruption
of software or systems; (d) loss or damage to equipment; (e) loss of use; (f) loss of production; (g) loss
of contract; (h) loss of commercial opportunity; (i) loss of savings, discount or rebate (whether actual
or anticipated); and/or (j) harm to reputation or loss of goodwill; and/or (k) wasted expenditure.
18.5 Notwithstanding any other provision of this Agreement, Loqsea’s liability shall not be limited in any
way in respect of the following: (a) death or personal injury caused by negligence; (b) fraud or
fraudulent misrepresentation; or (c) any other losses which cannot be excluded or limited by applicable
law.
18.6 This clause 18 shall survive the termination of these Terms.
19 Suspension
19.1 Loqsea may suspend access to the Subscribed Service (or any part) to all or some of the Authorised
Users if:
19.1.1 Loqsea suspects that there has been any misuse of the Subscribed Service or breach of these
Terms;
19.1.2 the Customer fails to pay any sums due to Loqsea by the due date for payment; or
19.1.3 required by law, by court or governmental or regulatory order.
19.2 Where the reason for the suspension is suspected misuse of the Subscribed Service or breach of
these Terms, without prejudice to its rights under clause 20, Loqsea will take steps to investigate the
issue and may restore or continue to suspend access at its discretion.
19.3 In relation to suspensions under clause 19.1.2, access to the Subscribed Service will be restored
promptly after Loqsea receives payment in full and cleared funds.
19.4 Fees shall remain payable during any period of suspension notwithstanding that the Customer, or
some or all the Authorised Users, may not have access to the Subscribed Service.
20 Term and Termination and Consequences of Termination
20.1 These Terms shall apply from the date of the Order and shall continue for the Subscription Period.
20.2 On expiry of the Subscription Period, the Subscription Period shall automatically renew for further
periods equal to the initial Subscription Period. If either party wishes for the Subscription Period to
expire at the end of the then current Subscription Period, it may give notice prior to the end of the
current Subscription Period.
20.3 Either party may terminate these Terms immediately at any time by giving notice in writing to the other
party if:
20.3.1 the other party commits a material breach of these Terms and such breach is not remediable;
20.3.2 the other party commits a material breach of these Terms which is not remedied within 20
Business Days of receiving written notice of such breach; or
20.3.3 the other party has failed to pay any amount due under these Terms on the due date and such
amount remains unpaid within 20 Business Days after the other party has received notification
that the payment is overdue.
20.4 Any breach by the Customer of the Acceptable Use Policy or of clauses 5 and 12 shall be deemed a
material breach of these Terms which is not remediable.
20.5 Immediately on termination of these Terms (for any reason), the rights granted by Loqsea under these
Terms shall terminate and the Customer shall (and shall procure that each Authorised User shall) stop
using the Subscribed Service; and destroy and delete or, if requested by Loqsea, return any copies of
the User Documentation in its possession or control (or in the possession or control of any person
acting on behalf of any of them).
20.6 Termination of these Terms shall not affect any accrued rights and liabilities of either party at any time
up to the date of termination and shall not affect any provision of these Terms that is expressly or by
implication intended to continue beyond termination.
21 General
21.1 Force Majeure. Neither party shall have any liability to the other under these Terms if it is prevented
from or delayed in performing its obligations under these Terms, or from carrying on its business, by
acts, events, omissions or accidents beyond its reasonable control, provided that the other party is
notified of such an event and its expected duration.
21.2 Entire agreement: These Terms constitutes the whole agreement between the parties and
supersedes all previous agreements between the parties relating to its subject matter. Each party
acknowledges that in entering these Terms it does not rely on, and shall have no remedies in respect
of, any statement, representation, assurance or warranty (whether made innocently or negligently)
that is not set out in these Terms.
21.3 Dispute Resolution. Subject to either party’s rights and remedies under these Terms, the parties
agree to use all reasonable efforts to negotiate and amicably resolve any disputes in relation to these
Terms by senior level negotiations.
21.4 Notices. Any notice given in respect of these Terms shall be in writing and shall be deemed to have
been given if delivered personally (including by courier) to the Customer at the address indicated in
the Order and to Loqsea at its registered address, at the time of delivery or if sent by prepaid, recorded
delivery, or first class post in the UK, 2 Business Days after posting or if outside the UK 7 Business
Days after posting.
21.5 Amendment or Variation: Unless an Update, no amendment or variation of these Terms shall be
effective unless it is in writing and signed by an authorised representative of the parties.
21.6 Assignment and subcontracting. Loqsea may at any time assign, sub-contract, sub-licence
(including by multi-tier), transfer, mortgage, charge, declare a trust of or deal in any other manner with
any or all its rights or obligations under these Terms. The Customer shall not assign, transfer, subcontract, sub-licence, mortgage,
charge, declare a trust of or deal in any other manner with any or all its rights or obligations under these Terms (including the licence rights granted), in whole or in part, without Loqsea’s prior written consent.
21.7 Severance. If any provision of these Terms (or part of any provision) is held by any competent
authority to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent
required, be deemed not to form part of these Terms, and the validity and enforceability of the other
provisions of these Terms shall not be affected.
21.8 Waiver. No failure or delay by a party to exercise any right or remedy provided under these Terms or
by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the
further exercise of that or any other right or remedy. No single or partial exercise of such right or
remedy shall prevent or restrict the further exercise of that or any other right or remedy.
21.9 Third party rights. A person who is not a party to these Terms shall not have any rights under the
Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.
21.10 Governing law and Jurisdiction. These Terms and any dispute or claim arising out of, or in
connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall
be governed by, and construed in accordance with, the laws of England and Wales. The parties
irrevocably agree 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 Terms, its subject matter or formation
(including non-contractual disputes or claims).
SCHEDULE 1
DEFINITIONS AND INTERPRETATION
1. In these Terms defined terms have the following meanings:
Acceptable Use Policy Loqsea’s policy on acceptable use of the Subscribed Service (as
Updated from time to time), which as at the date of the Order is the
latest version available at www.loqseatech.com/legal/agreements;
Authorised Users the employees or contractors of the Customer who are authorised
by the Customer to use the Subscribed Service in accordance with
these Terms;
Business Day a day other than a Saturday, Sunday or bank or public holiday in
England;
Customer the customer who purchases a Monthly Subscription via the Website
or an Enterprise Subscription via an Order Form;
Customer Data data (in any form) that is provided to Loqsea or uploaded or hosted
on any part of the Subscribed Service by the Customer or by any
Authorised User (but excluding Feedback as defined in clause 12.4);
Customer Systems all software and systems used by or on behalf of the Customer, any
of its direct or indirect sub-contractors, or any Authorised User in
connection with the provision or receipt any of the Subscribed
Service or that the Subscribed Service otherwise, link, inter-operate
or interface with or utilise (in each case whether directly or
indirectly);
Data Protection Addendum the addendum identifying certain respective rights and obligations of
the parties’ in respect of personal data and privacy under these
Terms (as Updated from time to time), which as at the date of the
Order is the latest version available at
www.loqseatech.com/legal/agreements;
Data Protection Losses has the meaning given to that term in the Data Protection
Addendum;
Enterprise Subscription a subscription to the Subscribed Service which is paid for by the
Customer and made available by Loqsea on an annual basis;
Force Majeure an event or sequence of events beyond a party’s reasonable control
preventing or delaying it from performing its obligations under these
Terms (provided that an inability to pay is not Force Majeure),
including any matters relating to transfer of data over public
communications networks and any delays or problems associated
with any such networks or with the internet;
Information Security
Addendum
the addendum identifying certain of the parties’ respective rights and
obligations in respect of security under these Terms (as Updated
from time to time), which as at the date of the Order is the latest
version available at www.loqseatech.com/legal/agreements;
Intellectual Property Rights any and all copyright, rights in inventions, patents, know-how, trade
secrets, trade marks and trade names, service marks, design rights,
rights in get-up, database rights and rights in data, semiconductor
chip topography rights, utility models, domain names and all similar
rights and, in each case: (a) whether registered or not; (b) including
any applications to protect or register such rights; (c) including all
renewals and extensions of such rights or applications; (d) whether
vested, contingent or future; and (e) wherever existing;
Loqsea Loqsea Technology Ltd;
Loqsea’s Confidential
Information
all information (whether in oral, written or electronic form) relating to
Loqsea’s business which may reasonably be considered to be
confidential in nature including information relating to Loqsea’s
technology, know-how, Intellectual Property Rights, assets,
finances, strategy, products and customers. All information relating
to the User Documentation and any other technical or operational
specifications or data relating to the Subscribed Service shall be part
of Loqsea’s Confidential Information;
Loqsea Materials all the Materials provided or made available by or on behalf of
Loqsea in connection with the Subscribed Service, but excluding all
Customer Data and all Non-Loqsea Materials;
Materials all data, information, content, Intellectual Property Rights, websites,
software and other materials;
Monthly Subscription a subscription to the Subscribed Service which is paid for by the
Customer and made available by Loqsea on a month to month basis.
A Monthly Subscription may also be referred to as a Premium
Subscription;
Non-Loqsea Materials Materials provided, controlled or owned by or on behalf of a third
party the use of which is subject to a separate agreement or licence
between the Customer and the relevant third party (including such
Non-Loqsea Materials which may be linked to, interact with or used
by the Subscribed Service) and all other Materials expressly
identified as Non-Loqsea Materials in these Terms;
Open Source Software any software subject to a version of the General Public Licence,
together with any other ‘open source’ software falling within the
Open Source Definition issued by the Open Source Initiative
(www.opensource.org/docs/osd) at the date of these Terms and any
‘free software’ as defined by the Free Software Foundation
(www.gnu.org/philosophy/free-sw.html) at the date of these Terms;
Order an order placed by the Customer via the Website for a Monthly
Subscription or via an Order Form for an Enterprise Subscription;
Order Form an order form entered into by or on behalf of the Customer and
Loqsea setting out the Subscription Period and Subscription Fees
for the Subscribed Service and incorporating these SaaS Terms
(and as varied by the parties by agreement in writing from time to
time);
Permitted Downtime means scheduled maintenance which Loqsea shall use reasonable
endeavours to undertake on Saturdays and Sundays; emergency
maintenance; or downtime caused in whole or part by Force
Majeure.
Permitted Purpose use solely for the Customer’s internal business operations, in
accordance with the User Documentation and these Terms.
Permitted Purpose expressly excludes any of the following to the
maximum extent permitted by law:
(a) copying, reproducing, publishing, distributing, redistributing,
broadcasting, transmitting, modifying, adapting, editing,
abstracting, storing, archiving, displaying publicly or to third
parties, selling, licensing, leasing, renting, assigning,
transferring, disclosing (in each case whether or not for
charge) or in any way commercially exploiting any part of
the Subscribed Service;
(b) permitting any use of the Subscribed Service in any manner
by any third party (including permitting use in connection
with any timesharing or service bureau, outsourced or
similar service to third parties or making the Subscribed
Service (or any part) available to any third party or allowing
or permitting a third party to do any of the foregoing);
(c) combining, merging or otherwise permitting the Subscribed
Service (or any part of it) to become incorporated in any
other program or service, or arranging or creating derivative
works based on it (in whole or in part); or
(d) attempting to reverse engineer, observe, study or test the
functioning of or decompile the Subscribed Service (or any
part),
except as expressly permitted under these Terms.
Privacy Policy means Loqsea’s privacy policy (as Updated from time to time), which
as at the date of the Order is the latest version available at
www.loqseatech.com/legal/agreements (the Privacy Policy);
Protected Data has the meaning given in the Data Protection Addendum;
Subscribed Service the Consensus Curves platform including the User Documentation
which a Customer may purchase via a Monthly Subscription or an
Enterprise Subscription;
Subscription Fees in respect of the Subscribed Service, the fees payable by the
Customer for use of the Subscribed Service as set out on the
Website for a Monthly Subscription or on an Order Form for an
Enterprise Subscription;
Subscription Period subject to earlier termination in accordance with this Agreement, the
period during which the Customer may access the Subscribed
Service;
Update has the meaning given in clause 9.2, and Updated shall be
construed accordingly;
Update Notification has the meaning given in clause 9.1;
User Documentation the relevant instructions as to how to use the Subscribed Service
(made available by Loqsea from time to time);
VAT United Kingdom value added tax, any other tax imposed in
substitution for it and any equivalent or similar tax imposed outside
the United Kingdom; and
Website Loqsea’s website www.loqseatech.com.
2. In these Terms, unless otherwise stated:
2.1 the clause, paragraph, schedule or other headings in these Terms are included for convenience only
and shall have no effect on interpretation;
2.2 Loqsea and the Customer are together the parties and each a party, and a reference to a party
includes that party’s successors and permitted assigns;
2.3 words in the singular include the plural and vice versa;
2.4 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and
expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase,
term, definition or description preceding those words;
2.5 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and nontransitory form (including email);
2.6 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or
consolidated from time to time and a reference to legislation includes all subordinate legislation made
from time to time under that legislation; and
2.7 a reference to any English action, remedy, method of judicial proceeding, court, official, legal
document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other
than England, be deemed to include a reference to that which most nearly approximates to the English
equivalent in that jurisdiction.
