Please note that these terms contain provisions which limit our liability to you.
In these terms, the following expressions have the following meanings:
Account Holder: the person in whose name your account is registered, being either you or any person to which you transfer ownership as set out in paragraph 12.
Authorised User: any person who is authorised to use the Service on your behalf pursuant to paragraph 3.
Content: any and all data and other material that is created, stored or processed by you on or by means of the Service.
Data Protection Law: means, in relation to the obligations on each of us, applicable data protection law in our respective jurisdictions. In our case this means (i) unless and until the General Data Protection Regulation ((EU) 2016/679) (GDPR) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 2018. Any terms or words defined in Data Protection Law and used in a provision of terms relating to personal data shall, for the purposes of that provision, have the meaning set out in Data Protection Law.
Fees: the fees payable by you for the Service.
Service: the Resource Guru service made available by us.
Website: our website at resourceguruapp.com.
In consideration of your agreeing to pay the Fees, we agree to make the Service available to you and your Authorised Users, and grant you a non-exclusive, non-transferable licence to access the Service at the Website or by any other means we make available (including without limitation mobile device applications).
You are permitted to provide access to the Service to the number of Authorised Users specified in your account details from time to time. Each Authorised User will have their own login, and all logins must be used by only one person and not shared with anyone else.
You must not charge any person for being an Authorised User or making use of the Service. All Authorised Users must be aged over 18.
Each Authorised User will be required to agree to our acceptable use policy before they are able to access the System.
You are permitted to designate any Authorised User as having administration rights, which will enable that Authorised User to exercise any of the administration functions available through the System, other than termination of your account. We accept no liability for any acts or omissions of any such Authorised User.
You are responsible for maintaining the security of your and your Authorised Users' logins and passwords. Resource Guru will not be liable for any loss or damage arising from any failure by you or your Authorised Users to comply with this obligation.
You are only permitted to use the Service for your own internal business purposes, for the Service's intended purpose and in accordance with the Service’s intended functionality. All other use without our consent is prohibited, including without limitation:
- using the Service for any purpose relating to the design, programming, implementation or operation of any alternative or competing product or service, whether used for internal purposes or made available to others;
- making the Service available to any other person (other than an Authorised User) or incorporating the Service into any other service or website operated by you or by any other person; or
- using the Service to provide similar functionality or similar bureau-type service to any other person.
You warrant that any Content will comply with our acceptable use policy. We do not pre-screen Content, but reserve the right to remove any Content that we consider to be in breach of our acceptable use policy or otherwise unlawful.
Technical support is available via email and at help.resourceguruapp.com.
The Fees are payable either yearly or monthly in advance and are non-refundable. In particular (without limitation) no refunds will be given if your account is terminated or downgraded part way through a billing period, or in respect of any periods of time in which you do not make use of your account.
You must provide valid credit card details for paying the Fees as a yearly or monthly recurring payment. The Fees will be charged for the first time immediately after the end of your initial trial period, unless you cancel your account before then.
For any upgrade or downgrade in plan level, your credit card will automatically be charged the new rate of Fees on your next billing cycle.
The Fees are exclusive of VAT, which will be payable (where applicable) in addition to the Fees.
All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United Kingdom taxes.
If you fail to pay the Fees when due then we may suspend your (and your Authorised Users') access to the Service following notice to you and ten (10) days opportunity to cure such nonpayment until all outstanding Fees have been paid in full.
Preservation of Content
In the event that we suspend the Fees for non-payment, or you choose to downgrade the level of Service, then you will lose access to affected Content, features or capacity of your Account.
We will use best endeavours to preserve affected Content for a period of six months, but we will have no liability (whether in contract, tort including negligence, or otherwise) for any loss or damage to Content to which access is lost or suspended under this paragraph.
If your bandwidth significantly exceeds the average bandwidth usage (as determined by us) of our other customers, we shall notify you of such excess usage and work with you to determine the cause and correct such excess usage. We reserve the right to immediately suspend or throttle your account if your usage is disrupting our service or if you fail to cooperate in such matters.
Transfer of Account
If you wish to terminate your account then you must do so by using the means provided for account cancellation on the Service.
We may terminate our agreement with you in any of the following circumstances:
- if you fail to pay any Fees within 14 days of them falling due; or
- if we are required to do so by law; or
- if we withdraw the Service;
Consequences of Termination
We will delete all of your Content from the Service thirty days after termination, unless your account is reactivated during that period (which we may agree to at our discretion and upon payment of any outstanding Fees). We will delete all of your Content before that if you request in writing that we are to do so. Your Content cannot be recovered once deleted.
To the extent that any Content constitutes personal data within the meaning of Data Protection Law, you and we shall comply with Data Protection Law in our respective processing of that personal data. Where we act as a processor on your behalf, the Data Processing Appendix below (which forms part of these terms) will apply, and you agree to indemnify us in respect of any claim by a third party that any processing of such personal data by means of the Service does not comply with Data Protection Law.
We produce anonymised and aggregated statistical data regarding the use of the Services to use for our own businesses purposes (including to improve and promote the Services). This data will not constitute personal data.
Information and Intellectual Property Rights
You acknowledge that all intellectual property rights in the Service throughout the world belong to us or to our licensors, that rights in the Service are licensed (not sold) to you, and that you have no rights in, or to, the Service other than the right to access it in accordance with these terms.
We acknowledge that (as between us and you) all Content belongs to you or your licensors. You agree that we can use, reproduce, modify, display and distribute your Content on and through the Service (including any third-party infrastructure). This licence is non-exclusive, perpetual, irrevocable, royalty-free, sub-licensable and worldwide, but only extends to what is reasonably necessary for us to provide and manage the Service.
You agree that we may identify you or your employer on our Website and in marketing materials as a customer of Resource Guru and you hereby grant us a non-exclusive, royalty-free license to do so on our Website or in any media now or later developed in connection with any marketing, promotion or advertising of the Service. You agree that we may use your or your employer's logo for such purposes. If, however, you prefer to remain anonymous, please contact us and we will ensure that you are not mentioned on our Website or in any marketing materials.
If you provide suggestions, ideas, feedback or recommendations to us regarding our Service (Feedback), we will be free to use, disclose, reproduce, license or otherwise distribute and exploit such Feedback as we see fit, without any obligation or restriction to you of any kind.
We will provide the Service with reasonable care and skill, and will make reasonable endeavours to ensure the Service is available at all times during normal working hours, except for scheduled maintenance which we will notify on the Website.
No Implied Terms
These terms set out the full extent of our obligations and liabilities in respect of the supply of the Service. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us except as specifically stated in these terms. Any condition, warranty, representation or other term concerning the supply of the Service which might otherwise be implied into, or incorporated in, these terms, or any collateral contract, whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
You acknowledge that the Service has not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Service meet your requirements.
You acknowledge that the Service may not be free of bugs or errors, and may not be available at all times or without interruption, and you agree that the existence of any such bugs or errors or the occurrence of any such interruptions in availability will not constitute a breach of these terms.
Nothing in these terms will limit or exclude our liability for death or personal injury resulting from negligence, or for fraud or fraudulent misrepresentation, or any other liability which may not by law be excluded or limited.
Except as set out above:
- we will not under any circumstances whatever be liable, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any (i) loss of income, loss of business profits or contracts, business interruption, loss of the use of money or anticipated savings, loss of information, loss of opportunity, goodwill or reputation, or loss of, damage to or corruption of data, or (ii) any indirect or consequential loss or damage of any kind however arising; and
- our maximum aggregate liability under or in connection with this agreement, or any collateral contract, whether in contract, tort (including negligence) or otherwise, for any and all claims arising during any calendar year, will in all circumstances be limited to a sum equal to the Fees which fall due during that calendar year.
Events Outside Our Control
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these terms that is caused by an event outside our reasonable control.
We may alter or replace these terms, or revise any Fees, by posting the changes to the Website or to the Service or by giving notice to you by email. Revised Fees will take effect from the start of your next billing cycle, and any other revised terms will take effect 30 days following the updated terms being posted to the Website or notified to you by email. If you do not terminate your account before any such revision in the terms or Fees takes effect then you will be deemed to have accepted the revised terms or Fees. If you terminate your account in the 30 days following a material change in the terms (other than the Fees) being posted to the Website or notified to you by email, and specifically confirm in your initial termination process that you are terminating as a result of this change, we shall provide a pro-rated refund of any prepaid fees relating to the period after termination.
If we fail, at any time during the term of this agreement, to insist on strict performance of any of your obligations under these terms, or if we fail to exercise any of the rights or remedies to which we are entitled under these terms, this will not constitute a waiver of those rights or remedies and will not relieve you from compliance with such obligations.
A waiver by us of any default will not constitute a waiver of any subsequent default.
No waiver by us of any of these terms and conditions will be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
If any of these terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, that term will to that extent be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
This agreement and any document expressly referred to in it constitute the whole agreement between us and supersedes any previous arrangement, understanding or agreement between us relating to the System.
Law and Jurisdiction
This agreement, its subject matter or its formation (including non-contractual disputes or claims) will be governed by and construed in accordance with English law, and you and we submit to the exclusive jurisdiction of the English courts.
Data Processing Appendix
- This appendix shall be read in accordance with Data Protection Law, and in the event that any term, condition or provision of this appendix is deemed invalid, unlawful, unenforceable or non-compliant with Data Protection Law to any extent, it shall be deemed modified to the minimum extent necessary to make it valid, legal, enforceable and compliant under Data Protection Law whilst maintaining the original intention of this appendix.
Processing Details And General Obligations
- This appendix is in addition to, and does not relieve, remove or replace, your or our obligations under Data Protection Law. Without prejudice to the generality of such obligations, you must ensure that you have all necessary consents and notices in place to enable lawful transfer of the personal data to us for the duration and purposes of providing the Services.
- You acknowledge your understanding that for the purposes of Data Protection Law, you are the data controller and we are the data processor in relation to any personal data processed on behalf of you in connection with the performance by us of the Services. Where, in respect of any personal data, you are a data processor on behalf of a third party, you warrant that your instructions and actions regarding such personal data (including the appointment of us as a data processor) have been authorised by such third party.
The details of the processing which we undertake as data processor are as follows (and you acknowledge and agree all such
details as accurate and comprehensive):
- Subject-matter. Cloud storage of electronic files and data and making this available to Authorised Users, producing reports and analytics at your instruction. Access to and migration of data as necessary to carry out requested support services.
- Nature and Purpose. Processing of any personal data is entirely incidental to our Services, and is limited to storage, authorised disclosure, production of reports and analytics, access and migration. No migration of, access or changes to, or other processing of any personal data is carried out as part of the Services other than as may be required on your specific documented instructions.
- Duration. For the duration of the Services and thereafter until the personal data is returned or deleted by us as set out in these terms or agreed in writing with you.
- Types of Personal Data and Categories of Data Subject. As may be provided to us by (or at the direction of) you or Authorised Users. We have no visibility of, or control over, this information.
- We shall, where we act as a data processor on your behalf
- process that personal data only on your documented instructions (and you hereby instruct us to process that personal data as required to provide the Services) unless we are required by the laws of England and Wales or of any member of the European Union or by the laws of the European Union applicable to us to process personal data (Applicable Laws). Where we are relying on Applicable Laws as the basis for processing personal data, we shall notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you;
- only appoint subprocessors as permitted under this appendix;
- ensure that we have in place appropriate technical and organisational measures as required by Data Protection Law;
- ensure that all our personnel who have access to and/or process personal data are obliged to keep the personal data confidential;
- not transfer any personal data outside of the European Union and the UK (Permitted Territory) unless we do so in accordance with Data Protection Law and your prior written authorisation has been obtained or such transfer is on your written instructions (and you hereby instruct and authorise us to transfer personal data outside the Permitted Territory where required for the provision of the Services, including but not limited to where personal data is accessed by or on your behalf from outside the Permitted Territory, and where you have been notified that an authorised subprocessor is located or stores or accesses personal data outside the Permitted Territory);
- taking into account the nature of the processing, assist you, at your cost, in responding to any request from a data subject (insofar as this is possible) and in ensuring compliance with your obligations under Data Protection Law with respect to (taking into account the information available to us) security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
- notify you without undue delay on becoming aware of a personal data breach, and (with regard to our obligations to make information available to you) immediately inform you if (in our opinion) an instruction of yours infringes Data Protection Law;
- at your written direction, delete or return (at your cost) personal data and copies thereof to you on termination of your account unless required by Applicable Law to store the personal data; and
- make available to you all information necessary to demonstrate our compliance with this appendix and Data Protection Law (which shall remain our confidential information and which you shall not disclose or use other than to confirm our compliance with Data Protection Law) and allow for and contribute to audits by you or your designated auditor at your expense, on reasonable written notice during business hours and subject to such reasonable measures as we (or any subprocessor) require in relation to security and confidentiality requirements and not causing disruption to business activities.
- We shall, where we act as a data processor on your behalf
- You specifically authorise the appointment of any subprocessor which we have already notified you of, and generally authorise us to appoint further or alternative subprocessors on such subprocessors’ terms of business which incorporate data protection obligations which are the same or more onerous in their effect as those set out in this appendix. Where we appoint or replace a subprocessor we shall notify you by updating our list of subprocessors (you can subscribe to this list for updates to that page) not less than 30 days in advance of any intended change. If you wish to object to such changes, you must do so within 30 days of receiving such notice, by notifying us in writing accompanied by your reasons for such objection. Following any such objection, we may engage with you to provide alternatives or assurances in relation to such change. If you (acting reasonably in relation to your legal or regulatory compliance obligations) continue to object to such changes you may, within 30 days of receipt of the original notice, terminate on written notice without penalty the relevant services directly affected by that change. Where you do not provide written notice of such termination, or continue to use such services following the change, you shall be deemed to have accepted such change. You specifically authorise us to appoint the subprocessors listed on this page.