Terms of use

Terms of use

Effective date: 26-November-2018
  1. 1. INTRODUCTION
    1. Who we are. We are Gyana Limited, a company incorporated and registered in England and Wales with company number 09609115 whose registered office is at WeWork c/o Gyana Limited, 1 Fore Street, London, EC2Y 9DT (“Gyana”). In these Terms of Use, “We”, “Our” and “Us” means Gyana and “You” means you.
    2. Our Relationship with Our Client. We have an agreement in place with a client (“Client”) under which we provide it with access to Our online platform (https://www.gyana.co.uk/) (“Platform”).
    3. Your Access to Our Platform. You warrant that the Client has allocated one of its user subscriptions to our Platform to You.
  2. 2. TERMS OF USE
    1. Your Use of the Platform is subject to these terms. These Terms of Use govern Your use of the Platform. By using the Platform, You accept these Terms of Use and agree to abide by them. References to “including” and “include(s)” shall be deemed to mean respectively “including without limitation” and “include(s) without limitation”.
    2. If You do not agree to these Terms of Use, please refrain from using the Platform and leave the Platform immediately.
    3. These terms may be updated. We may revise these Terms of Use by posting an update on this page. Your continued use of the Platform after such change constitutes Your acceptance of the new Terms of Use. You should therefore check this page from time to time to review the current version of the Terms of Use.
  3. 3. ACCESSING THE PLATFORM
    1. Your Access to the Platform. In consideration of you agreeing to comply with the terms set out herein and the obligations of the Client set out in its agreement with Us, You may use the Platform for the Client’s internal business purposes in accordance with these Terms of Use until Our contract with You under these Terms of Use expires or terminates.
    2. The Platform may occasionally be unavailable. We do not guarantee that the Platform, or any content on it, will always be available or uninterrupted and We will not be liable if all or part of the Platform is unavailable at any time or for any period.
    3. You may need to configure Your device. You are responsible for configuring the device You use to access the Platform.
    4. Do not share Your login credentials. You will be allocated login credentials which must be used solely by you. Sharing Your login credentials with any other person or making them available to multiple users is prohibited. You agree to: (a) maintain the security of Your login credentials and be responsible for all use of the Platform made using such login credentials; (b) notify Us immediately if You suspect or become aware of any unauthorised use of Your login credentials using the details shown at Clause 12.1; and (c) ensure that You log out of Your account after each session when using a public or shared device.
    5. No liability for unauthorised use of Your login credentials. To the maximum extent permitted by applicable law, We accept no liability for any losses, damages or costs arising from or relating to Your failure to comply with Clause 3.4.
  4. 4. INTELLECTUAL PROPERTY RIGHTS
    1. We own or license everything on the Platform. We (and Our licensors as applicable) are the owner or the licensee of all intellectual property rights in the Platform and the material We publish on the Platform (“Platform Content”), including all trade marks, copyrights, database rights and other intellectual property rights of any nature and all underlying software code. Your use of such intellectual property rights in the Platform is subject to these Terms of Use and You do not acquire any intellectual property rights in the Platform or the Platform Content other than the limited licence provided in Clause 3.1.
    2. Don’t copy or attempt to sell or distribute the Platform content. You must not upload, sell or offer for sale any part of the Platform or the Platform Content and You agree not to use, or cause to be used, any computerised or other manual or automated program or mechanism, tool, or process, including any scraper or spider robot, to access, extract, download, scrape, data mine, display, transmit, or publish, any part of the Platform or the Platform Content. You must not bypass any measures that We may use to restrict access to, or caching of, the Platform. Other than as set out above or specifically authorised in writing by us, You agree not to distribute, reproduce, modify, store, transfer, recirculate to any third party Your or in any other way use any of the Platform Content including as part of any database (electronic or otherwise), library, information, archive, website or similar service and for any commercial purposes (including to promote or encourage the sale of Your products or services, or those of any third party).
    3. You must follow these usage rules. You will not: (a) attempt to interfere with the proper working of the Platform or monitor use of the Platform without Our prior written permission; (b) take any action that imposes an unreasonable or disproportionately large load on the Platform infrastructure; (c) decompile, disassemble or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas, algorithms, file formats or programming or interoperability interfaces within the Platform; (d) use any network monitoring or discovery software to determine the Platform architecture or extract information about usage, individual identities or users; (e) circumvent, disable or otherwise interfere with security-related features of the Platform including any features designed to prevent, limit or restrict use or copying of any Platform Content; (f) publish or disseminate unsolicited or unauthorised advertisements or promotional materials (including junk mail, spam, chain letters, pyramid schemes etc.) on the Platform; (g) remove any copyright or trade mark notices from any of the Platform Content; (h) publish or disseminate material that infringes or may infringe the rights (including intellectual property rights) of any third party or that is unlawful, threatening, defamatory, obscene, indecent, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy, that may cause annoyance or inconvenience or may restrict or inhibit the use of the Platform by any person or that constitutes or encourages conduct which may be considered a criminal offence or give rise to any civil liability in any jurisdiction; (i) publish or disseminate material that brings or may bring Us into dispute or disrepute or in any way damages the standing or reputation of any of the foregoing; or (j) post to the Platform any link that takes a user to material that contravenes any of the restrictions set out above.
  5. 5. NON-RELIANCE AND WARRANTY
    1. Use Your own judgement and common sense. The Platform Content posted on the Platform does not constitute any form of advice or recommendation by us. You should always use Your own judgement and, where appropriate and/or feasible, verify information against other sources. We make no representations, warranties or guarantees, whether express or implied, that the content on the Platform is accurate, complete or up to date.
    2. The Platform is provided with reasonable care and skill but in no event do We warrant that the Platform is error-free or uninterrupted and to the maximum extent permitted by applicable law We disclaim any and all implied warranties or conditions, including any warranties of satisfactory quality, fitness for a particular purpose (regardless of whether We knew or had reason to know of any particular needs), merchantability, non-infringement, accuracy or availability.
  6. 6. SUSPENSION OF ACCESS AND INDEMNITIES
    1. We reserve the right to terminate, withdraw, cancel, amend or suspend Your login credentials and/or the service We provide on the Platform or Your access to all or any part of the Platform without notice for any reason.
    2. On the termination or expiry of Our contract with You under these Terms of Use, You will stop using the Platform and the Platform Content and will purge all Platform Content from your systems and files.
    3. If You cause Us any loss or damage, We may seek compensation from you. Without prejudice to Clause 6.1 You agree to compensate Us in respect of any claims, losses, expenses and liabilities (including legal fees) which arise from or in relation to Your use of the Platform or the Platform Content (or any use of the same by any third party using Your login credentials) or any breach of these Terms of Use.
  7. 7. OUR LIABILITY
    1. If You don’t like the Platform, You should stop using it and tell Us Your concern. If You are dissatisfied with, or dispute these Terms of Use, the Platform, Us and/or the Platform Content, to the maximum extent permitted by law, Your sole right and exclusive remedy is to cease to use the Platform. You confirm that We have no other obligation, liability or responsibility to You or any other party if You decide to cease using the Platform.
    2. Our maximum liability. Without prejudice to Clause 7.1 but subject to Clause 7.3, Our total liability arising out of or in connection with these Terms of Use, Your use of the Platform or the Platform Content (in each case whether in tort (including without limitation negligence), for breach of contract, misrepresentation or otherwise) will be limited to fifty pounds sterling (£50).
    3. We do not exclude or limit (and nothing in these Terms of Use operates to exclude or limit) Our liability for: (a) death or personal injury caused by Our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which may not be excluded or limited by law.
  8. 8. DATA PROTECTION
    1. When You use the Platform, We will collect, store and process certain personal data about You on behalf of the Client as a data processor. You should read and ensure You are comfortable with the Client’s privacy notice which sets out the basis on which personal data collected from You, or that You provide, will be processed by Us.
    2. The obligations of both Gyana and the Client in relation to the collection, storage, processing and transfer of any personal data because of Your use of the Platform, are set out in the underlying contract between Gyana and the Client.
    3. By using the Platform, You agree to Us collecting and using technical information about the devices You use the Platform on and related software, hardware and peripherals to improve Our products and services.
    4. You warrant that all data (including personal data) provided by You is accurate and up to date.
    5. To update the personal data provided to Us please contact Us using the details set out at Clause 12.1.
  9. 9. LINKING, VIRUSES AND HACKING
    1. Do not hack or misuse the Platform. You must not misuse the Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Platform, the server(s) on which the Platform is stored, or any server, computer or database connected to the Platform. You must not attack the Platform via a denial-of-service attack or a distributed denial-of service (“DDOS”) attack.
    2. Hackers will be prosecuted. By breaching Clause 9.1, You may be committing a criminal offence. We will report any such breach to the relevant law enforcement authorities and We will co-operate with those authorities by disclosing Your identity to them.
    3. Use appropriate anti-virus software. We do not guarantee that the Platform will be free from bugs, viruses or malicious code and, to the maximum extent permitted by applicable law, We will not be liable for any loss or damage caused by viruses or other technologically harmful material that may infect Your computer equipment, computer programs, data or other proprietary material due to Your use of the Platform. We therefore recommend that You use Your own virus protection software and scan regularly for the presence of viruses and other malicious code.
    4. We do not endorse other websites We link to. Links on the Platform to third party websites are provided solely for Your convenience and should not be interpreted as approval by Us of those linked websites or information that You may obtain from them. We have not reviewed any such third-party websites and We do not control or take any responsibility for their content or availability. We do not endorse or make any representations about any such third-party websites or any material found thereon or any results that may be obtained from Your use of the same. If You decide to access any such third-party website, You do so entirely at Your own risk.
    5. You need Our permission to link to certain webpages. You may link to Our Platform only with Our prior written consent.
  10. 10. SUBMISSION OF DATA OR CONTENT TO THE PLATFORM
    1. We have the right to use any content You upload. By submitting any data or content to the Platform you: (a) grant Us a perpetual, worldwide, non-exclusive, royalty free, transferable licence to use such content and all material and data embodied therein for any purposes including displaying, editing, copying, reproducing, translating, disclosing, posting to and creating derivative works in connection with the service provided by the Platform and across different media and to promote the Platform and/or Our services; (b) warrant to Us that You have all necessary rights and consents in place to collect and upload data to Our servers and the Platform; (c) grant third parties, including other users of the Platform, Our partners and sponsors the right to use such content for their purposes or in accordance with the functionality of the Platform; (d) waive any moral rights that You may have in any material posted to the Platform; (e) warrant that all such content complies with the provisions of Clause 4.3; and (f) acknowledge that We may require You to confirm any rights in the content and the waivers and warranties above and You agree to do so within seven (7) days of Our request.
    2. Always back up Your data. You are solely responsible for securing and backing up Your content.
    3. We can remove any content without warning. We reserve the right at Our sole discretion to refuse or remove any content that is posted to or otherwise made available on the Platform without the need to give reasons.
    4. We do not review Platform content. We will not review the Platform Content posted to or made available on the Platform by You or any other user. Unless specifically notified of the nature of any item of content, We have no awareness of Platform Content posted to or made available on the Platform. We accept no responsibility for any statements, material or other submissions placed on the Platform by users.
  11. 11. CONFIDENTIALITY
    1. You undertake that You shall not: (a) disclose to any person any confidential information belonging to Us except as permitted by Clause 11.2; and (b) use Our confidential information for any purpose other than to exercise Your rights and perform Your obligations under or in connection with these Terms of Use.
    2. You may disclose Our confidential information only as may be required by law, a court of competent jurisdiction or any regulatory authority.
  12. 12. GENERAL
    1. You can contact us. You can contact Us by email using support@gyana.co.uk or by post to WeWork c/o Gyana Limited, 1 Fore Street, London EC2Y 9DT, United Kingdom.
    2. Assignment. We may transfer Our rights and obligations under these Terms of Use to another organisation. We will always tell You in writing if this happens. You will not transfer Your rights or Your obligations under these Terms of Use to another person or entity unless We give Our prior written consent.
    3. No rights for third parties. These Terms of Use do not confer any rights on any person or party (other than You and Us and, where applicable, Our successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
    4. No waiver. No failure or delay by a party to exercise any right or remedy provided under these Terms of Use 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.
    5. Governing law and where You or We may bring legal proceedings. These Terms of Use and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms of Use or their subject matter or formation (including non-contractual disputes or claims).
    6. Severance. If any provision or part-provision of these Terms of Use is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 12.6 shall not affect the validity and enforceability of the rest of these Terms of Use.
    7. Our remedies for any breach by you. Without prejudice to any other rights or remedies that We may have, You acknowledge and agree that in some circumstances damages alone would not be an adequate remedy for breach of these Terms of Use by you. Accordingly, We shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of these Terms of Use.
    8. Headings. Clause headings shall not affect the interpretation of these Terms of Use.