ACRE PLATFORMS LIMITED, a company incorporated in England and Wales with company number 11508306 whose registered office is at Zetland House, Units E-G 4th Floor, 5-25 Scrutton Street, London, EC2A 4HJ (Acre) allows the Licensee’s Authorised Users and Customers (each, you and your) to use the Solution subject to the terms of this Policy. Acre and its licensors remain the owners of the Solution at all times.
USE OF THE SOLUTION IS STRICTLY SUBJECT TO THE TERMS OF THIS POLICY AND YOU AGREE THAT THE TERMS OF THIS POLICY WILL BIND YOU WHEN YOU USE THE SOLUTION. FOR THE AVOIDANCE OF DOUBT, THE TERMS OF THIS LICENCE WILL CONTINUE TO APPLY TO ANY ACRE CONTENT PROCESSED BY YOU FOLLOWING EXPIRY OR TERMINATION OF THE LICENCE. THE TERMS OF THIS POLICY INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CLAUSE 9.
IF YOU DO NOT AGREE TO THE TERMS OF THIS POLICY, YOU MAY NOT USE THE SOLUTION.
You should save and print a copy of this Licence for future reference.
It is agreed:
1. DEFINITIONS & INTERPRETATION
1.1 In this Policy, unless the context otherwise require, the definitions set out in this Policy shall apply throughout this Policy.
1.2 In this Policy, if there is any conflict, ambiguity or inconsistency, the order of precedence for this Policy shall be as follows in descending order of preference:
a) the Third Party Terms (as defined in clause 3.3);
b) the remaining terms of this Policy.
1.3 Where Acre allows the Licensee to use the Solution without, or in advance of, the Solution Order Form being entered into, then all such use by you shall be deemed to be use on a trial basis for a limited period (as determined by Acre at its sole discretion) only, subject to these terms.
2.1 In consideration of you agreeing to abide by the terms of this Policy, Acre hereby grants to you a non-exclusive, personal and non-transferable licence during the Term to use the Solution solely for the Licensee’s business operations in the United Kingdom (only).
2.2 You will not (and will not assist any third party to), other than as permitted by this Policy, commercialise by way of service offering or otherwise, to or for any third party, the Solution (in whole or part).
2.3 Acre shall have the right to update and revise the terms of this Policy from time to time.
3.1 Acre does not warrant that use of the Solution will be uninterrupted or error-free.
3.2 You will provide Acre with all reasonable assistance required by Acre in the provision of the Support Services and to enable Acre to perform its relevant obligations under this Policy.
Third Party Services
3.4 You acknowledge that any hypertext links to other websites, extranets or portals provided via the Solution do not constitute an endorsement or warranty in relation to the content therein and that you shall access and use the Third Party Services and links at your own risk.
3.5 You undertake that you shall comply with all policies and procedures which may be required by Third Party Service Providers, and to enter into all necessary documentation required by Third Party Service Providers in order to receive the Third Party Services.
4. YOUR OBLIGATIONS
4.1 Except as expressly authorised in this Policy or as may be allowed by any applicable law which is incapable of exclusion by agreement between Acre and the Licensee, you will:
a) not attempt to rent, lease, transfer, copy, modify, duplicate, timeshare, create derivative works from, frame, mirror, republish, download, display, transmit, distribute or otherwise commercially exploit all or any part of the Solution or the Acre Content and/or the Production Environment as applicable in any form or media or by any means;
b) not attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Solution or the Acre Content and/or the Production Environment;
c) not access all or any part of the Solution, Acre Content, the Production Environment, Reports and/or the Support Services in order to build a product or service which competes with the Solution, Acre Content, Production Environment and/or the Support Services;
d) take all reasonable steps to protect the Solution, Acre Content, Production Environment and/or Support Services from unauthorised access or use;
e) use best efforts to prevent third parties from obtaining Passwords or other credentials;
f) immediately inform Acre of any actual or potential unauthorised access to a Password, the Solution, Acre Content, Production Environment and/or Support Services or any other risk to the security, integrity or stability of the Solution of which you are or become aware;
g) co-operate fully with Acre in the investigation and resolution of any suspected or confirmed incident involving the security, integrity or stability of the Solution or the Platform, including the provision of any and all relevant data and records held by you or on your behalf; and
h) comply in full with the Third Party Terms and not do anything that would cause Acre to be in breach of the Third Party Terms.
4.2 Acre reserves all rights not expressly granted in this Policy.
4.3 You will take all appropriate steps to ensure that the access, transmission, downloading, distribution or storing of any materials (including any Acre Content) by you:
a) is not harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
b) does not violate any domestic or international law, regulation, treaty, code of practice, infringe the Intellectual Property Rights of any person, facilitate illegal activity, or promote unlawful violence;
c) is not otherwise likely to damage Acre's or any Third Party Service Provider's reputation and goodwill,
and Acre reserves the right, without liability or prejudice to its other rights, to immediately disable access to any material that breaches the provisions of this clause 4.3.
4.4 If Acre:
a) reasonably suspects that you are in breach of clause 4.3; or
b) is ordered to do so by a court of competent jurisdiction or appropriate regulatory body,
Acre may remove any offending material and/or suspend access to all or part of the Solution as reasonably necessary to effect such removal.
4.5 You will:
a) provide to Acre all necessary access to such information as may be required by Acre, in order to provide the Solution and perform the Support Services, including but not limited to the security access information;
b) comply with all applicable laws and regulations with respect to your activities under this Policy; and
c) carry out all obligations on your part set out in this Policy in a timely and efficient manner, provided that in the event of any delay or failure in the carrying-out of any of those obligations, any agreed timetable or delivery schedule will be adjusted as reasonably necessary to take account of such delay or failure.
5.1 You acknowledge and agree that the Solution and any and all information made available to you in order to provide the Solution and perform the Support Services is confidential and proprietary to Acre and its licensors and that you shall, during the Term and thereafter, shall keep that information confidential and use it solely for the purposes of fulfilling your obligations under this Policy.
5.2 If you have made favourable comments about Acre and/or the Solution, you agree that Acre may reproduce these comments in its marketing materials or on its website.
6. TERMINATION & SUSPENSION
6.1 At the end of the Term, this Policy and your right to use the Solution will terminate automatically and without notice.
6.2 Acre may suspend and/or terminate your right to use the Solution at any time if you commit any breach of this Policy or otherwise for any reason at its sole discretion.
6.3 Without prejudice to clause 6.2, Acre may from time to time suspend the Solution at any time in order to carry out routine and emergency maintenance of the Production Environment.
7. TERMINATION CONSEQUENCES
7.1 Termination of this Policy, however caused, shall be without prejudice to any obligations or rights of Acre which may have accrued under it before termination and shall not affect any provision of this Policy which is expressly or by implication intended to come into effect on, or to continue in effect after, such termination.
7.2 Upon termination of this Policy for any reason:
a) you shall return any documentation, data and other material belonging to Acre (and all media of any nature containing information and data belonging to Acre) in your possession or control to Acre; and
b) Acre shall be regarded as discharged from any further obligations in respect of the terminated Policy.
8. INTELLECTUAL PROPERTY
8.1 You acknowledge and agree that Acre and/or its licensors own all Intellectual Property Rights in the Acre Content, Production Environment and Solution.
8.2 The Intellectual Property Rights in any Third Party Services shall be the absolute property of and shall vest and remain vested in the Third Party Service Provider and, except as stated herein, nothing in this Policy shall grant any rights to, or in, such Intellectual Property Rights to you.
9.1 All warranties, representations, undertakings, conditions or terms which may be implied or incorporated into this Policy by law, custom, trade usage or otherwise are hereby expressly excluded to the maximum extent permitted by law (including any implied warranties, representations, undertakings, conditions or terms of merchantability, satisfactory quality or fitness for a particular purpose).
9.2 Nothing in this Policy shall exclude or limit Acre’s liability for:
a) death or personal injury caused by negligence; or
b) fraud or fraudulent misrepresentation; or
c) any other liability that cannot, as a matter of law, be limited or excluded.
9.3 Other than in respect of clauses 9.2, and subject to clauses 9.4 - 9.7 (inclusive), Acre’s maximum aggregate liability to you, whether in contract, tort (including for negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising out of or in connection with the performance or contemplated performance of this Policy or any collateral contract, shall in respect of any and all acts, omissions, defaults or events be limited to £1,000.
9.4 Acre will not in any circumstances be liable to you whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:
a) any loss (whether direct or indirect) of profits, data, business, business opportunities, revenue, turnover, reputation or goodwill; or
b) loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time); or
c) any loss or liability (whether direct or indirect) under or in relation to any other contract; or
d) any indirect, consequential or special loss, arising out of, or in connection with, this Policy; or
e) any loss or damage if and to the extent incurred by you as a result of a Force Majeure Event; or
f) any loss or damage if and to the extent incurred by you as a result of either error or omission on your part or following your instructions,
in each case, whether or not Acre has been notified of the possibility or likelihood of such loss or damage occurring.
9.5 Acre shall not be liable for any loss or damage if and to the extent resulting from any of the following:
a) unavailability of the Support Services and/or Solution due to disruption of or any failure or fault in communication apparatus, lines, network or systems (including the internet) where resolution of the same is not within Acre’s reasonable control; or
b) the acts or omissions of any Third Party Service Provider (including, but not limited to, third party providers of telecommunications services or faults or failures in their apparatus where resolution of the same is not within Acre’s reasonable control); or
c) suspension of the Support Services and/or Solution in accordance with clause 6; or
d) the use of or any defect in or failure of any Third Party Services, third party application or third party integration or any changes to the any of the foregoing,
in each case, whether or not Acre has been notified of the possibility or likelihood of such loss or damage occurring.
9.6 You acknowledge that Acre has no direct control over the availability of bandwidth over the entirety of the internet and that Acre shall not be responsible for any delay or failure caused by unavailability of bandwidth over networks not under Acre’s ownership or reasonable control.
9.7 For the avoidance of doubt, if any of the exclusions set out in each of clauses 9.4 – 9.6 (inclusive) is not upheld, the limit on liability at clause 9.3 shall apply.
10. FORCE MAJEURE
Acre will not be liable for any delay or failure to perform any of its obligations under this Policy if such delay or failure to perform is due to a Force Majeure Event.
11.1 You acknowledge that Acre or any of its Group Companies may process information about you in the provision of the Solution and the Support Services.
11.5 Acre may collate, extract and copy data from the Solution in order to aggregate such data and anonymise it so as to remove any personal data (Anonymised Data). The Anonymised Data may be used by Acre for internal business purposes, delivering or improving Acre’s solutions or services (including for commercial benefit) and/or may be shared with Acre Group Companies and made available to other third parties as part of Acre’s solutions or services (or otherwise), provided always that any use of the Anonymised Data by Acre, and any distribution of such Anonymised Data outside of Acre and its Group Companies, is in accordance with applicable law.
You may not assign, novate or deal in any way with all or any part of the benefit of, or your rights or benefits under, this Policy without the prior written consent of Acre.
13. WAIVER & CUMULATIVE REMEDIES
13.1 The rights and remedies of Acre under, or in connection with, this Policy may be waived only by express written notice. Any waiver shall apply only in the instance, and for the purpose for which, it is given. A waiver by Acre pursuant to this clause will not prejudice its rights in respect of any subsequent breach of this Policy by you.
13.2 The rights and remedies arising under, or in connection with, this Policy are cumulative and, except where otherwise expressly provided in this Policy, do not exclude rights and remedies provided by law or otherwise.
14. RELATIONSHIP OF THE PARTIES
Nothing in this Policy is intended to create a partnership or joint venture or legal relationship of any kind between Acre and you that would impose liability upon Acre for any act or failure to act on your part, or to authorise you to act as agent for Acre. You do not have authority to make representations, act in the name or on behalf of, or otherwise to bind, Acre.
15.1 If any provision of this Policy is or becomes illegal, invalid or unenforceable, in any respect:
a) it shall not affect or impair the legality, validity or enforceability of any other provision of this Policy; and
b) Acre may replace it with a valid and enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the illegal, invalid or unenforceable provision but differing from the replaced provision as little as possible.
15.2 If any illegal, invalid or unenforceable provision would be legal, valid or enforceable if some part of it were deleted, such provision shall apply with the minimum modification(s) necessary to make it legal, valid or enforceable.
Any change to this Policy shall only be valid if it is agreed in writing on behalf of Acre by its duly authorised representative.
17.1 GOVERNING LAW & JURISDICTION
17.1 This Policy and any dispute or non-contractual obligation arising out of or in connection with it shall be governed by, and construed in accordance with, the law of England and Wales.
17.2 Each party hereby submits to the exclusive jurisdiction of the courts of England and Wales over any dispute arising out of or in connection with this Policy.
Acre Content means any proprietary information, including but not limited to data, databases, reports, charts, graphs, tools, software, source code, documentation and other materials that are made available to you;
Acre Customer Portal means the web application made available at https://myac.re or any other such location that enables a Customer to access, update and otherwise interact with the information held in the Solution and/or Platform.
Authorised Users means users authorised by the Licensee to use the Solution on its behalf (each, an Authorised User);
Customers means customers or potential customers of the Licensee who use the Solution or Acre Customer Portal directly or who receive financial products or advice from you using the Solution (each, a Customer);
Force Majeure Event means an event which is beyond the reasonable control of Acre including an event which falls into one or more of the following categories: strike, lockout, work stoppages, slow-downs or any other labour dispute; act of God, fire, flood and storm; war, military action, riot, civil commotion, terrorism, epidemic or pandemic; explosion or malicious damage; nuclear, chemical or biological contamination or sonic boom; compliance with a law or governmental order, rule, regulation or direction coming into force after the date of this Policy;
Group Company means a subsidiary company or holding company of the party concerned, or a subsidiary company of such holding company, all as defined in section 1159 of the Companies Act 2006, and Group Companies shall be construed accordingly;
Intellectual Property Rights means: (i) patents, utility models, supplementary protection certificates, petty patents, inventions (whether patentable or not), registered designs, rights in copyright (including authors' and neighbouring or related insert "moral" rights), database rights, design rights, semiconductor topography rights, mask work rights, trade marks and service marks; (ii) all registrations or applications to register any of the items referred to in paragraph (i); and (iii) all rights in the nature of any of the items referred to in paragraphs (i) or (ii) including continuations, continuations in part and divisional applications, reputation, personality or image, trade names, business names, brand names, get-up, logos, domain names and URLs, rights in unfair competition and, without prejudice to anything set out elsewhere in this definition, rights to sue for passing off and all rights having equivalent or similar effect to, and the right to apply for any of, the rights referred to in this definition in any jurisdiction;
Licence means a licence from Acre to use the Solution for the licensee’s business operations in the United Kingdom (only);
Licensee means any person or entity who has a current and valid Licence from time to time;
Password means the unique password assigned to you that permits access to the Solution;
Platform means the Acre platform, created, hosted and maintained by or on behalf of Acre, and any successor platform thereto, that is used as the underlying infrastructure, data store, processing environment, and shared services for the delivery of multiple solutions, including the Solution;
Production Environment means the combination of hardware, software, telecommunications links, Platform and network connections and other material used by Acre to provide the Solution for access by you;
Reports means individual data analysis reports, including, without limitation, summary of activities performed, charts and graphs generated by the Solution pursuant to data parameters requested by you or any other Authorised User;
Solution means Acre’s proprietary customer relationship management solution for mortgage brokers (including all software and services which are made available through, or which form part of, the Solution from time to time), together with any enhancements and modifications thereto, and any accompanying materials;
Support Services means any error corrections and/or modifications, documentation, or testing to be provided by Acre with respect to the Solution in accordance with Acre’s standard support policy in force from time to time;
Term means the term of the Licence, subject to any earlier termination of this Policy for any reason;
Third Party Data means any data (including financial data), information or software sourced from a third party and made available through, or which forms part of, the Solution;
Third Party Service Provider means a third party service provider who provides Third Party Services;
Third Party Services means access to Third Party Data and access to any other software or services which are provided by, or on behalf of, a third party and which are made available through, or which form part of, the Solution.