If you do not agree with the terms and conditions (or are not authorised to do so on behalf of your organisation) you should not use, or attempt to use, the Free Trial Diagnostic.
We strongly recommend that you read these terms and conditions in their entirety. We also recommend that you download a PDF copy of these terms and conditions (to print and/or save) for your records. If you have any questions, please contact us.
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1.1 Company Pulse business health checks are provided by Company Pulse Business Health Limited, a limited liability company registered in England and Wales under registration number 8929689, whose registered office is at Innovation House, Daleside Road, Nottingham, NG2 4DH (“Company Pulse”).
1.3 Subject to Clause 1.4, the terms of this Agreement are the only terms governing your use of the online service provided by Company Pulse and our provision of the Services to you.
1.4 The User may enter into a new agreement with Company Pulse in respect of services provided by Company Pulse that are to be paid for by the User and if the User enters into such a new agreement this Agreement shall be superseded by such agreement.
2. Definitions, construction and interpretation
2.1 In this Agreement (i) “we”, and “our” means or relates to Company Pulse; (ii) ”you” or “your” means or relates you as a User of the online service provided by Company Pulse; and (iii) “Party” means or relates to either one of Company Pulse or the User.
2.2 Except to the extent that the context otherwise requires, in this Agreement: (i) words importing any gender include the other genders and references to the singular include the plural, and vice versa; (ii) reference to a person includes individuals, bodies corporate, associations, partnerships, unincorporated entities; and (iii) reference to any person shall mean and include a reference to that person, its successors and legal personal representatives.
2.3 If any provision of this Agreement is determined to be illegal, void or unenforceable in whole or in part, such provision or the affected part shall be deemed not to form part of this Agreement but all other provisions together with the remainder of the affected provision shall remain in full force and effect.
3. Services Provided
3.1 Company Pulse provides a ‘free trial diagnostic’ relating to the commercial and financial health of the User’s business (the “Services”).
3.2 Company Pulse shall use all reasonable efforts to provide the Services in a timely manner. However, all dates or timings indicated on the Company Pulse website are intended for illustrative purposes only and are not contractually binding.
3.3 The User agrees that the any information we provide under the Services (the “Diagnostic”) is for comparative purposes only and that the User shall not rely on the Diagnostic for any purposes other than assessing the relative merits of potential improvements to the User’s business performance nor shall the User make any representations to any third party in respect of the Diagnostic nor cause any third party to rely on the Diagnostic.
3.4 The User agrees that the accuracy and relevance of the Diagnostic is subject to the completeness, accuracy and currency of the information provided by the User under Clause 4.
3.5 The User consents to the use of all cookies (being small files placed on the User’s computer) that, in the reasonable opinion of the Providers, are necessary for the efficient operation of the Services.
3.6 Investment business is regulated under the Financial Services and Markets Act 2000. Company Pulse is not authorised under the Act to provide Investment Business advice, and so Company Pulse shall not carry out any investment business.
4. Information provided by the User
4.1 The User shall provide for Company Pulse’s use all the information requested under the Services. The User shall take reasonable steps to ensure such information provided to Company Pulse is complete, accurate and current. The User agrees that Company Pulse shall be entitled to rely on all information provided and entitled to assume that all such information provided by the User or on the User’s behalf is true, complete and not misleading. Company Pulse shall not be responsible for the consequences of any information provided by the User in the course of the Services not being complete, accurate or current. If the information provided by the User is, in the opinion of Company Pulse, not adequate for the provision of the Services, Company Pulse shall have no responsibility for delivering the Services.
4.2 The Company Pulse acknowledges that any information the User provides may be confidential and commercially sensitive. Company Pulse shall treat information provided by the User as “Confidential Information” for the purposes of Clauses 4.3 and 4.4 other than (i) information that is generally known to the public at the time of its provision; or (ii) Benchmark Data.
4.3 Company Pulse confirms that Company Pulse shall treat as confidential all Confidential Information provided by the User and shall at all times: (i) keep Confidential Information confidential; (ii) not use Confidential Information for any purpose other than in connection with the Services; and (iii) not disclose Confidential Information to any other person, company or organisation without the User’s written consent, except as required by law or regulation.
4.4 The User agrees that, unless specified otherwise in this Agreement, it shall be sufficient compliance with the duty of confidentiality owed to the User, that Company Pulse takes such steps as Company Pulse, acting in good faith, thinks fit to preserve Confidential Information both during and after the provision of the Services.
4.5 The User agrees that certain information provided to Company Pulse can be used on a non-attributable basis for calculating benchmarks of business performance (the “Benchmark Data”). Company Pulse shall retain ownership of the copyright and all other intellectual property rights in the Benchmark Data.
4.6 Company Pulse reserves the right to destroy any documents or electronic records containing information provided by the User at any time and without notice to the User.
5. Ownership of intellectual property
5.1 Company Pulse shall jointly retain ownership of the copyright and all other intellectual property rights in the Services and the Company Pulse website.
5.2 The User may not make use of, copy, reproduce, reverse-engineer, republish or otherwise disclose any of the content published on the Company Pulse website or permit or assist any third party to do the same (except as permitted by law).
5.3 Subject to Clauses 5.1 and 5.2 you shall have the right to make use of, reproduce, and otherwise disclose the Diagnostic for your own internal business purposes, without our consent.
5.4 The User indemnifies Company Pulse against any claims made or losses suffered as a result of Company Pulse’s use of any information provided by the User where such information may be subject to intellectual property rights owned or claimed by a third party.
6. Costs and expenses
6.1 Save as expressly set out in this Agreement, the User and Company Pulse shall each meet their own costs of performing their respective obligations under this Agreement.
7.1 Company Pulse may terminate this Agreement at its sole discretion without cause at any time with immediate effect.
7.2 The User may terminate this Agreement at its sole discretion without cause at any time with immediate effect by ceasing to use the Services.
7.3 Upon termination of this Agreement all rights granted to the User under this Agreement shall cease immediately and the User shall immediately cease to use the Services and Company Pulse shall immediately cease to have any responsibility for delivering the Services to the User.
7.4 Following termination of this Agreement the rights of Company Pulse set out in Clauses 4 to 6 (inclusive) and 8 to 13 (inclusive) shall survive such termination.
8. Communication between the Parties
8.1 Company Pulse may send information to the User by email. As with other means of delivery, email carries with it the risk of inadvertent misdirection or non-delivery. In the event of the User becoming aware of any misdirection or non-delivery of emails, the User shall inform Company Pulse as soon as practicable and take reasonable steps to remedy such misdirection or non-delivery.
8.2 It is the responsibility of the User to carry out a virus check on emails, including any attachments, received.
8.3 As electronic communications are capable of data corruption, Company Pulse does not accept any responsibility for changes made to such communications after their despatch. It may therefore be inappropriate to rely on advice contained in an email without obtaining further confirmation of it. Company Pulse does not accept responsibility for any errors, corruptions or problems that may arise through the use of electronic communication and all risks connected with sending and receiving commercially sensitive information are borne by the User.
9. Force majeure
9.1 Company Pulse shall not be liable to the User for any economic loss or other damage the User may suffer if Company Pulse is unable to provide the Services in a proper manner or at all due to circumstances or events beyond Company Pulse’s reasonable control.
10. Limitation of liability
10.1 Company Pulse shall undertake all work in connection with provision of the Services with reasonable care and skill.
10.2 Without prejudice to any defence which Company Pulse may have, the User agrees that Company Pulse shall not be responsible for any loss, liability, damage, cost, charge or expense of whatever nature and howsoever caused arising from or in any way connected with the provision of the Services, including interest (together “Losses”) suffered by the User or others unless, and then only to the extent that, such Losses are finally determined by a court of competent jurisdiction to have resulted from Company Pulse’s negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be excluded or limited by law subject always to the provisions in Clauses 10.3 to 10.10 (inclusive).
10.3 The Services are provided on a free-of-charge basis. Accordingly Company Pulse shall not be liable for any Losses arising from a failure to provide the Services in full or in part whether such Losses were foreseen, foreseeable, known or otherwise.
10.4 Company Pulse shall not be liable for Losses arising out of any computer virus, worm, trojan, spyware, malware or other contamination of the User’s computer system or equipment.
10.5 Company Pulse shall not be liable for Losses arising out of the User’s use of the Diagnostic or Company Pulse’s advice for a purpose other than as set out in this Agreement.
10.6 Company Pulse shall not be liable for Losses arising as a result of (i) inaccurate, incorrect or incomplete information supplied by the User or on the User’s behalf; (ii) the User’s failure, or failure on the User’s behalf, to supply any appropriate information; or (iii) the User’s failure to respond promptly to Company Pulse’s communications.
10.7 Company Pulse shall not be liable for Losses arising from (i) loss or damage incurred as a result of third party claims; (ii) loss of profit, goodwill, business opportunity or anticipated savings, loss of revenues or wasted management or staff time; or (iii) incidental, special, punitive, exemplary, indirect or consequential loss or damage.
10.8 Subject to Clauses 10.9 and 10.10, any liability which Company Pulse may have to the User for Losses suffered by the User or others shall (so far as permitted by law) be limited to such an amount as is finally determined by a court, as set out in Clause 13, to be just and equitable, having regard to the extent of responsibility for the Losses of each of the Parties.
10.9 Company Pulse shall not be liable for any Losses and no claim shall be brought by the User where the total Losses alleged by the User are less than £5,000.
10.10 Company Pulse’s total liability of whatever nature, whether in contract, tort, under statute or otherwise in respect of any Losses shall not exceed £25,000.
11. Contracting parties and assignment
11.1 This Agreement does not make either the User or Company Pulse an agent or legal representative of the other, nor does it create a partnership or joint venture.
11.2 The User may not assign nor otherwise transfer the benefit of this Agreement without the prior express written consent of Company Pulse. Further, the User shall not agree to assign or transfer any claim against Company Pulse arising out of this Agreement to any other person.
12. Contracts (Rights of Third Parties) Act 1999
12.1 A person who is not Company Pulse or the User shall have no right by virtue of the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This clause does not affect any right or remedy of any person, which exists or is available otherwise than pursuant to that Act.
12.3 Any advice Company Pulse gives the User is for the User’s use only and does not constitute advice to any third party to whom the User may communicate it. Company Pulse accepts no responsibility to third parties for any aspect of Company Pulse’s services or work that is made available to them by the User.
13. Applicable Law
13.1 This Agreement shall be governed by, and construed in accordance with, English law. The Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning this Agreement and any matter arising from it.
13.2 Each Party irrevocably waives any right it may have to object to any action being brought in those courts, to claim that the action has been brought in any inconvenient forum, or to claim that those Courts do not have jurisdiction.
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