Terms & conditions
Our licence terms (version 2 – last updated 14th March 2022)
1.2 Why you should read them. Please read these Terms carefully before you use Our App. If you think that there is a mistake in these Terms, please contact us to discuss and do not use Our App.
1.3 These are other terms that may apply to you. The following additional terms also apply to your use of Our App:
1.4 Changes to these Terms. We may need to change these Terms to reflect changes in law or best practice or to deal with additional features which we introduce. We will give you at least 15 days’ notice of any change by sending you an e-mail or an SMS with details of the change or notifying you of a change when you next start Our App. If you do not accept the notified changes you will not be permitted to continue to use Our App.
1.5 Changes to Our App. We may update and change Our App from time to time to reflect changes to the Services, our products, our users’ needs and our business priorities.
1.6 Our App is subject to the laws of the UK. Our App is subject to the laws of England and Wales. We do not represent that content available on or through Our App is appropriate for use or available in other locations or that it will meet the requirements of any laws outside of England and Wales.
INFORMATION ABOUT US AND HOW TO CONTACT US
2.1 Who we are. We are D28 Holdings Ltd., a company registered in England and Wales. Our company registration number is 12535242 and our registered office is Suite C, 107-109 The Grove, London, England, E15 1HP. Our brand name is “assetwizard”.
2.2 How to contact us. You can contact us by telephoning our customer service team at 0208 064 4004 or by writing to us at email@example.com or at Suite C, 107-109 The Grove, London, England, E15 1HP.
2.3 How we may contact you. If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you have provided to us or by way of SMS.
2.4 “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails and SMS.
3.1 Licence. We licence you to use:
(a) the ‘assetwizard’ mobile application software, the data supplied with Our App and any updates or supplements to it;
(b) the related online or electronic documentation (Documentation); and
(c) the service you connect to via Our App and the content we provide to you through Our App (Services),
as permitted by these Terms.
3.2 APIs. In using Our App, you may access data via an Application Program Interface (API). Any use of any API, including use of any API through a third-party product that accesses Our App, is bound by these Terms plus the following specific terms:
(a) You expressly understand and agree that we shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), resulting from your use of any API or third-party products that access data via such API.
(b) Abuse or excessively frequent requests to Our App via any API may result in the temporary or permanent suspension of your access to such API. We, in our sole discretion, will determine abuse or excessive usage of any API. We will make a reasonable attempt via email to warn you prior to any suspension.
(c) We reserve the right at any time to modify or discontinue, temporarily or permanently, your access to any API (or any part thereof) with or without notice.
3.3 App store’s terms may also apply. The ways in which you can use Our App and Documentation may also be controlled by the rules and policies of Our App store where you downloaded Our App so you should carefully review those terms.
OPERATING SYSTEM REQUIREMENTS
Operating system requirements. Our App requires a telephone or handheld device operation with either the iOS operating system (version 10 or above) or Android operating system (version 5.0 or above).
HOW YOU MAY USE OUR APP
5.1 How you may use Our App. In return for your agreeing to comply with these Terms you may:
(a) download a copy of Our App to any compatible phone or device and view, use and display Our App and the Services on such devices for your business purposes only;
(b) use any Documentation to support your permitted use of Our App and the Services;
(c) provided you comply with the licence restrictions set out in these Terms, make up to 1 copy of Our App and the Documentation for back-up purposes; and
(d) receive and use any free supplementary software code or update of Our App incorporating “patches” and corrections of errors as we may provide to you.
5.2 You may not transfer Our App to anyone else. You may not transfer Our App or any Services to someone else, whether for money, for anything else or for free. If you sell any device on which Our App is installed, you must first remove Our App from it.
5.3 If someone else owns the phone or device you are owning. If you downloaded Our App onto any phone or other device not owned by you, you must have the owner’s permission to do so. You will be responsible for complying with these Terms, whether or not you own such phone or other device.
UPDATES TO OUR APP AND CHANGES TO THE SERVICES
Updates to Our App and changes to the Services. From time to time, we may automatically update Our App and change the Service to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively, we may ask you to update Our App for these reasons. If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using Our App and the Services.
7.1 User account. You will be required to set up an account with us (User Account) if you wish to use Our App and access the full features of Our App and Services. To obtain a User Account, you are required to complete a registration process. You hereby represent to us that all information submitted to us during the registration process is accurate and true and you undertake to keep your registration information up to date.
7.2 Responsibility for your User Account. You are responsible for maintaining the confidentiality of your User Account and password and for restricting access to your system and User Account. You agree to notify us immediately if you have any reason to believe the security of your User Account has been compromised, including if you believe that your password has become known to anyone else or if your password is being, or is likely to be, used in an unauthorised manner. You must log off each time at the end of the session. We shall bear no liability for any harm, loss or damage resulting from your failure to comply with the requirements of these Terms.
7.3 App permissions. You agree to allow Our App to access the following services on your phone or device: Camera, Location, Microphone, Storage & Telephone. If you do not enable these services, you may not be able to use Our App or the Services. If, after allowing Our App access to such services, you wish to revoke such access, and you are not able to do so within Our App, then you will need to delete Our App from your phone or device and no longer use Our App or the Services.
7.4 Content. You may only access Our App and use the Services so long as your content does not contain anything that is infringing of intellectual property rights or is illegal, obscene, abusive, threatening, defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups, or is otherwise injurious to third parties or objectionable and must not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any form of “spam”. You are responsible for any content that you post to Our App including its legality, reliability, and appropriateness. You represent and warrant that such content is yours, you have the right to use it, and that the posting of the content on or through Our App or the Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.
7.5 Closure or suspension of your User Account. You acknowledge and agree that we shall be entitled to terminate or suspend your User Account at our sole discretion without any notice to you in the event of your breach of these Terms or without any reason. You understand that termination of your User Account may lead to blocking, deletion and limitation of your access to content, materials, information and files uploaded, shared, submitted and made available in association with your User Account, as well as access to some or all of the Services.
USE OF THE SERVICES
8.1 The Services. Subject to you purchasing the User Subscriptions (as defined in Clause 8.2) in accordance with these Terms, we hereby grant to you a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users (as defined in Clause 8.2) to use the Services during the Subscription Term (as defined in Clause 8.3) solely for your internal business operations. We shall use commercially reasonable endeavours to make the Services available 24 hours a day, 7 days a week, except for emergency unplanned outages and in which case we shall use all reasonable endeavours to give you advance warning although this will not always be possible.
8.2 Fees. Fees are stated at the time you subscribe for the Services and are on a per user basis (each a User Subscription) and must be allocated by you to those employees, agents and independent contractors who are authorised by you to use the Services (each an Authorised User).
8.3 Duration of the contract. The duration of your contract with you us depends on the type of your subscription plan (Subscription Term).
(a) If you choose our annual subscription plan with one up-front-fee per User Subscription, our contract with you will remain in place for 12 months from the date of our confirmation email. You must give us at least 30 days’ notice before the end of the respective 12 month term to terminate the contract. If you do not give us such termination notice, the contract between you and us will automatically roll-over at the end of that 12 months’ term for an additional 12 months’ term. If you want to end this contract before the end of its respective 12 months’ term when we are not at fault and you do not have the right to cancel it, you can still do so by letting us know in writing. If sufficient notice is given, the contract will end 1 calendar month after the day on which you ask us to end it, but you will have to pay us compensation for the loss we incur as a result of your ending the contract early. By way of compensation, we will retain all subscription fees already paid to us for such annual subscription plan.
(b) If you choose our subscription plan with monthly instalments per User Subscription, our contract with you will remain in place for the minimum term of 1 month from the date of our confirmation email, and thereafter shall automatically renew on a month-to-month fixed term basis until you give us at least 7 days’ notice before the end of each 1 month term to terminate the contract. If sufficient notice is given, the contract will end at the end of such month and your subscription shall not be renewed. You will not incur any early termination liability and you will receive no refund of any subscription fees paid.
8.4 Authorised Users. In relation to the Authorised Users, you warrant and represent to us:
(a) that the maximum number of Authorised Users that you authorise to access and use the Services shall not exceed the number of User Subscriptions you have purchased from time to time;
(b) that you will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services; and
(c) that if in the event that you have underpaid fees to us, then without prejudice to our other rights, you shall as soon as practicable pay to us an amount equal to such underpayment as calculated in accordance with the prices set out in our App.
8.5 You may end a contract if we break it. You may end any contract with us at any time by contacting us if we break these Terms materially or repeatedly, and, if what we have done can be put right, we fail to put it right after you have notified us of that breach and given us a reasonable opportunity to do so. If you end any contract because we break it, you may be entitled to compensation for the loss you incur because of us breaking such contract.
8.6 Third party websites. Our App or the Services may contain links to other independent websites which are not provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any). You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them.
8.7 Circumstances beyond the control of us or you. If the event of any failure by either of us due to something outside of the respective party’s reasonable control, then that party will advise the other party as soon as reasonably practicable, and the party’s obligations will be suspended so far as is reasonable, provided that that party will act reasonably, and the party will not be liable for any failure which it could not reasonably avoid.
INTELLECTUAL PROPERTY; LICENCE RESTRICTIONS
9.1 Intellectual property. We are the owner or the licensee of all intellectual property rights in Our App, in the material published on it, the Documentation and all of our publications and visual representations and designs whether published online or on our products (Our IP). Those works are protected by copyright laws and treaties around the world. All such rights are reserved. You have no intellectual property rights in, or to, Our App, the Documentation or the Services other than the right to use them in accordance with these Terms. You must not use any part of Our IP for commercial purposes without obtaining a written licence to do so from us.
9.2 Prohibited actions. You agree that you will:
(a) not sell, resell, rent, lease, sub-license, loan, publish, distribute, redistribute, provide, or otherwise make available, Our App in any form, in whole or in part, to any person without prior written consent from us;
(b) not copy Our App except as part of the normal use of Our App or where it is necessary for the purpose of back-up or operational security;
(c) not translate, merge, edit, adapt, vary, alter or modify, the whole or any part of Our App nor permit Our App or any part of it to be combined with, or become incorporated in, any other programs, applications or digital content;
(d) not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of Our App;
(e) not attempt to, or assist, authorise or encourage any person to circumvent, disable or defeat, interfere with or disrupt the safety, security or performance of Our App;
(f) not access or use the source code of Our App; and
(g) comply with all applicable technology control, export control and trade sanctions laws and regulations relating to Our App.
9.3 Acceptable use restrictions. You must not (or permit or assist others to):
(a) use Our App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into Our App, the Services or any operating system;
(b) infringe our intellectual property rights or those of any third party in relation to your use of Our App, including by the submission of any content or material (to the extent that such use is not licensed by these Terms);
(c) treat, interact with, or communicate with our staff in a way, which is unlawful, or can reasonably be considered to be offensive, harmful, threatening, intimidating, abusive, harassing, menacing, hateful, or racially or ethnically offensive, discriminatory or inflammatory;
(d) use Our App in a way that could damage, disable, overburden, impair or compromise Our App or our systems or security or interfere with other users of Our App; or
(e) collect or harvest any information or data from Our App or attempt to decipher any transmissions to or from the servers running Our App.
9.4 We do not guarantee availability of Our App. We will use reasonable skill and care to provide Our App to you and to keep Our App safe, secure and error-free but we do not promise that your use of Our App will be safe, secure, uninterrupted or error-free. We will use reasonable endeavours to maintain the availability of Our App to you, but we do not guarantee 100% availability. For example, Our App may become temporarily unavailable for maintenance, repairs, updates, upgrades, or due to network or equipment failures. Although we make reasonable efforts to update the information provided by Our App and the Services, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.
9.5 Back-up content and data used with Our App. We recommend that you back up any content and data used in connection with Our App to protect yourself in case of problems with Our App or the Services.
9.6 Check that Our App and the Services are suitable for you. Our App and the Services have not been developed to meet your individual requirements. Please check that the facilities and functions of Our App and the Services (as described on Our App store site and in the Documentation) meet your requirements.
OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
10.1 Limited liability. Our total liability to you shall not exceed the total sums you have paid us for the most recent 3 months of Services.
10.2 We are not liable for business losses. We will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
10.3 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents, or subcontractors; for fraud or fraudulent misrepresentation.
10.4 We are not responsible for events outside our control. If our provision of the Services or support for Our App or the Services is delayed by an event outside our control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event but if there is a risk of substantial delay you may contact us to end your contract with us and receive a refund for any Services you have paid for but not received (if relevant)
11.1 In this Clause 11, the following definitions apply:
Applicable Data Protection Laws: means any Applicable Laws relating to data protection or data privacy, including (where applicable) but not limited to the UK GDPR;
Applicable Laws: all applicable laws, statutes, regulations and codes from time to time in force.
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
Where used in these Terms, the terms “controller”, “processor”, “data subject”, “personal data”, “personal data breach” and “processing” shall have the meaning given to them in the UK GDPR.
11.2 Both parties will comply with all applicable requirements of Our Applicable Data Protection Laws. This Clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Our Applicable Data Protection Laws.
11.3 The parties agree the party processing personal data under these Terms shall be the processor and the other party will be the controller for the purposes of Applicable Data Protection Laws.
11.4 Without prejudice to the generality of Clause 11.2, each party will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data for the duration and purposes of these Terms so that the respective party may lawfully use, process and transfer the personal data in accordance with this these Terms on behalf of the respective party.
11.6 Without prejudice to Clause 11.2, each processor shall:
(a) process personal data only on the documented instructions of the other party, which shall be to process personal data only in respect of the Services unless the processor is required by Applicable Laws to otherwise process that personal data (Purpose). Where the processor is relying on Applicable Laws as the basis for processing personal data, such processor shall notify the controller of this before performing the processing required by Our Applicable Laws unless those Applicable Laws prohibit the processor from so notifying the controller on important grounds of public interest;
(b) implement suitable technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, the personal data, and in accordance with Applicable Data Protection Laws, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of the personal data to be carried out under or in connection with these Terms, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the personal data transmitted, stored or otherwise processed, the processor shall implement appropriate technical and organisational security measures appropriate to the risk;
(c) ensure that any personnel engaged and authorised by the processor to process personal data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
(d) assist the controller insofar as this is possible (taking into account the nature of the processing and the information available to the processor), and at the controller’s cost and written request, in responding to any request from a data subject and in ensuring the controller’s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(e) notify the controller without undue delay on becoming aware of a personal data breach involving personal data;
(f) at the written direction of the controller, delete or return the controller’s personal data and copies thereof to the controller on termination of these Terms unless the processor is required by Applicable Law to continue to process that Personal Data. For the purposes of this sub-clause, the controller’s personal data shall be considered deleted where it is put beyond further use by the processor; and
(g) maintain records to demonstrate its compliance with this Clause 11.
11.7 Each party provides its prior, general consent and authorisation for the other party to:
(a) appoint sub-processors to process personal data, provided that the processor:
(i) shall ensure that the terms on which it appoints such sub-processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on the processor in this Clause 11; and
(ii) shall remain responsible for the acts and omission of any such sub-processor as if they were the acts and omissions of the processor;
(b) transfer personal data outside of the UK as required for the Purpose, provided that the processor shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws.
11.8 Internet transmissions are never completely secure. Please be aware that internet transmissions are never completely private or secure and that any message or information you send using Our App may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
11.9 Other data we collect. In order to provide, manage, monitor and improve the Services, we will collect certain other data (other than personal data) within Our App such as usage data and transaction data. For the avoidance of doubt, such data belongs to us and not you.
Obligation of confidentiality. No party will during term of any contract created under these Terms or at any time afterwards, use or disclose to any third party (and will use their best endeavours to prevent the publication and disclosure of) any Confidential Information of any other party. This restriction does not apply to (a) any use or disclosure authorised by the respective party or as required by law; (b) any information which is already in, or comes into, the public domain otherwise than through the party’s unauthorised disclosure or (c) any information independently developed by a party. “Confidential Information” means all information of a confidential nature (in whatever format and wherever located), including copies, whether created before or after the date of the respective contract and whether marked “confidential” or not, of any party.
13.1 Term. The term of our contract will be calculated by reference to Clause 8.3. We may end your rights to use Our App and to access the Services at any time by contacting you if you have broken these Terms in a serious way. If what you have done can be put right, we will give you a reasonable opportunity to do so. If we end your rights to use Our App and to access the Services or you terminate our contract then:
(a) you must stop all activities authorised by these Terms, including your use of Our App and any Services; and
(b) you must delete or remove Our App from all devices in your possession.
13.2 Termination. Notwithstanding Clause 13.1, you may terminate any contract created under these Terms with 15 days’ notice if you do not accept any new Terms pursuant to Clause 1.3 above and either party may terminate any contract created under these Terms with immediate effect if at any time the other party (a) commits any serious or repeated breach or non-observance of any of the provisions of these Terms or refuses or neglects to comply with any reasonable and lawful directions of the other party, (b) is convicted of any criminal offence or (c) is wound up or goes into administration.
13.3 Consequences of termination. On termination of our contract for whatever reason:
(a) any data you have uploaded to Our App will be irretrievably deleted within 6 months;
(b) any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of any contract shall remain in full force and effect; and
(c) termination or expiry of any contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of any contract created under these Terms which existed at or before the date of termination or expiry.
OTHER IMPORTANT TERMS
14.1 Status. Nothing in these Terms will render any party an employee, worker, agent or partner of the other party and no party will hold themselves out as such.
14.2 We may transfer our rights under these to someone else. We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
14.3 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these Terms to another person if we agree to this in writing.
14.4 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of these Terms.
14.5 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
14.6 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
14.7 Which laws apply to this contract and where you may bring legal proceedings. These Terms are governed by English law and you can bring legal proceedings in the English courts. If you live in Scotland, you can bring legal proceedings in either the Scottish or the English courts. If you live in Northern Ireland, you can bring legal proceedings in either the Northern Irish or the English courts.
14.8 Alternative dispute resolution. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider we use. You can submit a complaint to CEDR (or the Centre for Effective Dispute Resolution) via their website at https://www.cedr.com/. CEDR will not charge you for making a complaint and if you are not satisfied with the outcome you can still bring legal proceedings.