Acceptable Use Policy

Version 1.3

1. Introduction 
   1. This Acceptable Use Policy is incorporated into and forms part of the Subscription Agreement entered into between the Supplier and the Client.
   2. It governs how the Client, and Authorised Users may access and use the Services.
   3. The Client and Authorised Users are only permitted to use and access the Services for the Permitted Purpose as defined in the Subscription Agreement and in accordance with its terms.
   4. Use of the Services (or any part) in any other way, including in contravention of any restriction on use set out in this Acceptable Use Policy, is not permitted and shall be a material breach of the Subscription Agreement. If any person does not agree with the terms of this Acceptable Use Policy, they may not use the Services.
2. Interpretation 
   1. Any terms used but not defined in this Acceptable Use Policy shall be as defined in the Standard Terms and Conditions, and the same rules of interpretation apply.
3. Authorised Users 
   1. The Client shall ensure that only Authorised Users use the Services and the Documentation and that such use is at all times in accordance with the terms and conditions of the Subscription Agreement;
   2. The Client shall: 
      1. be liable for the acts and omissions of the Authorised Users as if they were its own, and be responsible for any Authorised User';s breach of the Subscription Agreement;
      2. only provide Authorised Users with access to the Services via the access method provided by the Supplier and shall not provide access to (or permit access by) anyone other than an Authorised User; and
      3. procure that each Authorised User (and each Authorised Affiliate) is aware of, and complies with, the obligations and restrictions imposed on the Client under the Subscription Agreement, including all obligations and restrictions relating to the Supplier's Confidential Information.
   3. The Client, all Authorised Users, and all others acting on its or their behalf (including systems administrators) shall keep confidential and not share with any third party (or with other individuals except those with administration rights at the Client as necessary for use of the Service) their password or access details for the Service.
   4. If any password has been provided to an individual that is not an Authorised User, the Client shall, without delay, disable any such passwords and notify the Supplier immediately.
   5. Clauses 3.2 to 3.4 (inclusive) shall survive termination or expiry of the Subscription Agreement.
4. Monitoring compliance 
   1. In relation to the Authorised Users, the Client undertakes that: 
      1. it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier';s written request at any time or times;
      2. it shall permit the Supplier or the Supplier';s designated auditor to audit the Services in order to establish: 
         1. the legal identity of each Subscribed Entity the Services are used on behalf of; and
         2. the name and password of each Authorised User and the Client';s data processing facilities to audit compliance with the Subscription Agreement.
      3. if any of the audits referred to in clause ;4.1(b) ;reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier';s other rights, the Client shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
      4. if any of the audits referred to in clause ;4.1(b) ;reveal that the Client has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier';s other rights, the Client shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in the Order Form within 10 Business Days of the date of the relevant audit.
   2. The Supplier may monitor, collect, store and use information on the use and performance of the Services (including Client Data) to detect threats or errors to the Services and/or Supplier's operations and for the purposes of the further development and improvement of the Supplier's services.
   3. This clause ;4 ;shall survive termination or expiry of the Subscription Agreement for a period of 12 months.
5. Restrictions on use 
   1. As a condition of use of the Services, the Client (on its own behalf and on behalf of all Authorised Users) and each Authorised User agrees not to use the Services nor permit them to be used: 
      1. for any purpose that: 
         1. is unlawful under any applicable law;
         2. facilitates unlawful activity; or
         3. is prohibited by this Acceptable Use Policy or the Subscription Agreement;
      2. to commit any act of fraud;
      3. to store or distribute any Virus;
      4. for purposes of promoting unsolicited advertising or sending spam;
      5. to simulate communications from the Supplier or another service or entity in order to collect identity information, authentication credentials, or other information ('phishing');
      6. in any manner that disrupts the operations, business, equipment, websites or systems of the Supplier or any other person or entity (including any denial of service and similar attacks);
      7. in any manner that harms or may endanger minors or any other person;
      8. in connection with any service, use or purpose where the failure of the Services (or any part) may endanger the health or life of any person or cause damage or loss to any tangible property or the environment;
      9. to promote any unlawful activity;
      10. to represent or suggest that the Supplier endorses any other business, product or service unless the Supplier has separately agreed to do so in writing;
      11. to gain unauthorised access to or use of any computers, data, systems, accounts or networks of any person;
      12. in any manner which may impair any other person's use of the Services or use of any other services provided by the Supplier to any other person;
      13. to attempt to circumvent any security controls or mechanisms;
      14. to attempt to circumvent any password or user authentication methods of any person;
      15. in any manner inconsistent with the Subscription Agreement, the Documentation, or any instructions provided by the Supplier from time to time; or
      16. in any manner which does not comply with the provisions relating to Intellectual Property Rights contained in the Subscription Agreement.
6. Client Data and communication standards 
   1. Any Client Data or communication made on or using the Services by any person must conform to appropriate and lawful standards of accuracy, decency and lawfulness, which shall be applied in the Supplier's discretion, acting reasonably.
   2. In particular, the Client warrants and undertakes that any Client Data and each such communication shall at all times be: 
      1. submitted lawfully and without infringement of any Intellectual Property Rights of any person;
      2. free of any Virus (at the point of entering any of the Subscribed Service or Supplier's systems);
      3. factually accurate;
      4. provided with all necessary consents of all relevant third parties;
      5. not defamatory or likely to give rise to an allegation of defamation;
      6. not obscene, seditious, vulgar, pornographic, sexually explicit, discriminatory or deceptive;
      7. not abusive, threatening, offensive, harassing or invasive of privacy;
      8. free of any content or activity that is, or may reasonably be suspected to be, terrorist in nature;
      9. not racist, sexist or xenophobic;
      10. not of a nature that any courts, regulators, law enforcement authorities or other governmental authorities may order be blocked, deleted, suspended or removed;
      11. is otherwise illegal or causes damage or injury to any person or property;
      12. not liable to offend religious sentiments or deeply held beliefs; and
      13. unlikely to cause offence, embarrassment or annoyance to any person.
7. Linking and other intellectual property matters 
   1. As a condition of use of the Services, the Client (on its own behalf and on behalf of all Authorised Users) and each Authorised User agrees not to: 
      1. create a frame or any other browser or border environment around the content of the Services (or any part);
      2. display any of the trademarks or logos used on the Services without the Supplier's permission together with that of the owner of such trademarks or logos; or
      3. use the Supplier's trademarks, logos or trade names in any manner.
8. Storage 
   1. A Client shall not use the Services to store more than 10,000 records or 1 GB of data.
   2. The Client may purchase additional storage separately from the Supplier at the Supplier's then current rates.