OXYGEN FINANCE LIMITED (“OXYGEN”) IS WILLING TO GRANT ACCESS TO THE SERVICE TO YOU AS THE ORGANISATION OR ENTITY THAT WILL BE UTILIZING THE SERVICE (REFERENCED BELOW AS “CUSTOMER”) ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT (AS DEFINED BELOW). BY ENTERING INTO THIS AGREEMENT ON BEHALF OF CUSTOMER, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT. CUSTOMER AND OXYGEN MAY EACH ALSO BE REFERRED TO AS A “PARTY” AND TOGETHER, THE “PARTIES”.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICE. THESE TERMS OF SERVICE (“AGREEMENT”) CONSTITUTES A LEGAL AND ENFORCEABLE CONTRACT BETWEEN CUSTOMER AND OXYGEN. BY INDICATING CONSENT ELECTRONICALLY, OR ACCESSING OR OTHERWISE USING THE SERVICE, CUSTOMER AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THIS AGREEMENT, DO NOT INDICATE CONSENT ELECTRONICALLY AND MAKE NO FURTHER USE OF THE SERVICE.

THESE TERMS OF USE WERE LAST UPDATED ON 22^nd June 2023.

Definitions

Business Hours  – means 9am to 5pm a day other than a Saturday, Sunday or public or bank holiday in the UK when banks in London are open for business;

Customer – means the person and or/ organisation specified in the Registration Form

Fair Usage Policy – means Oxygen fair usage policy issued and updated by Oxygen from time to time;

Information – means the proprietary content and data of the Service; 

Login – means the unique and distinctive “log-in” identifier selected by Oxygen that is used in conjunction with an Oxygen- or User-selected password (“Password”) that enables authorised access to the Service.

Order  – means Oxygen’s online  registration form for the specific Service subscribed to by Customer;

Service – means Oxygen’s online information service(s) made available to Customer, and consisting of software, online delivery platforms, information, databases, and user documentation, that are proprietary to Oxygen;

User – means any employee, officer, or onsite consultant/contractor of Customer who has authorised access to the Service by use of an assigned Login and password.

1.   Access and use

1.1     Subject to Customer’s compliance with this Agreement, Oxygen grants, and Customer accepts, a limited, worldwide, non-exclusive, non-transferable license to access and use (and permit authorised Users to access and use) the Service solely for use in the internal operation of Customer’s business.

1.2     The Service is provided to Customer free of charge. Customer’s use of the free Service is subject to such further terms and conditions as Oxygen may deem necessary and which may be notified to Customer from time to time.

1.3     Customer shall use the Service and Information in accordance with and subject to the Fair Usage Policy. Any use in contravention of the Fair Usage Policy shall constitute a breach of this Agreement.

1.4     Customer shall use all reasonable commercial endeavours to prevent any unauthorised access to, or use of, the Service and/or the Information and, in the event of any such unauthorised access or use, promptly notify Oxygen.

1.5     Customer shall provide Oxygen with all necessary co-operation in relation to this Agreement, and all necessary access to such information and personal as may be required by Oxygen in order to provide the Service, including but not limited to Customer data, security access information and configuration services.

1.6     Customer shall use commercially reasonable endeavours to ensure that industry standard anti-virus software is operating on its systems which access the Service at all relevant times.

1.7     A violation or breach of this Agreement shall constitute a material breach of this Agreement and may, at Oxygen’s option, result in a denial of access to the Service and /or Information, or any other remedy available to Oxygen under this Agreement or by law.

1.8     In addition to the rights set forth in this Agreement, Oxygen may suspend Customer’s access and use of the Service if there is an unusual and material spike or increase in Customer’s use of the Service and Oxygen reasonably suspects or knows that such traffic or use is fraudulent or materially and negatively impacting the operating capability of the Service. Oxygen will provide notice prior to such suspension if permitted by applicable law or unless Oxygen reasonably believes that providing such notice poses a risk to the security of the Service. Oxygen will reinstate Customer’s access and use once the issue has been resolved to Oxygen’s satisfaction.

2. Restrictions

           Customer shall not (directly or indirectly):

2.1    use the Service and/or Information for the benefit of or to provide services to any third party;

2.2     exceed the subscribed quantities, Users or other entitlement measures of the Service as set forth in the applicable Registration  Form;

2.3     remove or destroy any copyright, trademark or other proprietary marking or legends placed on or contained in the Service or related software;

2.4     (except to the limited extent applicable laws specifically prohibit such restriction) alter, modify, adapt, translate, de-compile, disassemble, reverse engineer or distribute the Service or attempt to derive the source code or underlying ideas or algorithms of any part of the Service, attempt to recreate the Service or use the Service for any competitive or benchmark purposes;

2.5    create, translate or otherwise prepare derivative works based upon the Service;

2.6     commercially exploit or otherwise make the Service and/or Information available (for commercial reward or consideration or otherwise) for any use by sale, resell, loan, rental, sublicense, service bureau, time sharing, or similar arrangement or otherwise;

2.7     assign, sell, resell, sublicense, rent, lease, time-share, distribute or otherwise transfer the rights granted to Customer under this Agreement to any third party;

2.8    interfere with or disrupt the integrity or performance of the Service.

2.9    attempt to gain unauthorized access to the Service or its related systems or networks, or perform unauthorized penetrating testing on the Service;

2.10   use the Service in a manner that infringes on the intellectual property rights, publicity rights, or privacy rights of any third party, or to store or transfer defamatory, trade libellous or otherwise unlawful data;

2.11   access all or any part of the Service and/or Information in order to build a product or service which competes with the Service and/or the Information;

2.12   attempt to obtain, or assist third parties in obtaining, access to the Service and/or Information other than as permitted by this Agreement; or

2.13   introduce or permit the introduction of, any virus or vulnerability into Oxygen’s network and information systems.

3.        Login Access

3.1   Oxygen shall issue Users with Logins and Passwords.  Each Login and Password may only be used by one named individual and may not be shared unless otherwise agreed by Oxygen.

3.2   Customer is solely responsible for ensuring:

(a) that only appropriate authorized Users have access to the Service;

(b) that such authorized Users have been trained in proper use of the Service;

(c) proper maintenance, security and usage of Logins, Passwords, tokens and access procedures with respect to logging into the Service;

(d) that Users use the Service and Information in accordance with the terms and conditions of this Agreement;

3.3 Customer shall be responsible for any
User(s) breach of this Agreement

4. Delivery

4.1  Oxygen shall use commercially reasonable endeavours to make the Service available during Business Hours except for planned or unplanned emergency maintenance. Oxygen does not warrant that use of the Services will be uninterrupted or error-free.  

4.2     Customer shall ensure that its network and systems comply with the relevant specifications provided by Oxygen from time to time.

4.3     Customer shall be responsible for the selection, use and security of telecommunications, internet access, and any other systems and services required to access the Service and any charges associated therewith.

4.4     Customer shall be responsible for the selection, use and security of telecommunications, internet access, and any other systems and services required to access the Service and any charges associated therewith.

4.5     Oxygen is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and Customer acknowledges that the Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities or the internet.

5.     Customer Support

Oxygen’s Customer Support Department shall respond to Customer’s reasonable telephone and email enquiries regarding problems with the Service during Business Hours.

6.     Limited Warranty, Limitations and Exclusions

6.1    Oxygen warrants that it has the right to license the use of the Service to Customer and that it has and will maintain all necessary licences, consents, and permissions necessary for the provision and availability of the Service.

6.2     Except as expressly provided in Clause 5 and 6.1, the Service and Information is licensed and made available “as is” and “as available”, and without warranty (express or implied) or support.

6.3     Customer acknowledges:

(a) software related services are generally never completely free of defects, errors, and bugs; and therefore, subject to the other provisions of this Agreement, Oxygen does not warrant or represent that the Service will be completely free of defects, errors, and bugs;

(b) software related services are generally never completely free from security vulnerabilities; therefore, subject to the other provisions of this Agreement, Oxygen make no warranty or representation that the Service completely
secure;

(c) the Service use third-party hosting services which are provided without any warranty. Therefore, Oxygen cannot guarantee that these third-party hosting services will be provided error-free or without interruption; and

(d) that the Service has not been developed to meet Customer’s individual requirements, including any particular cybersecurity requirements Customer might be subject to under law or otherwise, and that it is therefore Customer’s responsibility to ensure that the facilities and functions of the Service meet its requirements;

6.4     The Information available as part of the Service may the product of extensive research work and is protected by copyright. The authors of Oxygen’s Information may be drawn from a wide range of professional and academic disciplines. The facts within this Information are believed to be correct at the time of publication but cannot be guaranteed and no warranty is provided as the accuracy of the Information. All Information has been reasonably verified to the author’s and Oxygen’s ability, but neither accept responsibility for loss arising from decisions based on this the Information.

6.5     Oxygen does not warrant that the Services and/or the Information obtained by Customer through the Services will meet Customer’s requirements. Customer assumes sole responsibility for results obtained from the use of the Service and the Information by Customer, and for conclusions drawn from such use.

6.6     Oxygen shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Oxygen by Customer in connection with the Service, or any actions taken by Oxygen at Customer’s direction.

6.7     This Agreement sets out the full extent of Oxygen’s obligations and liabilities in respect of the provision of the Service. Except as expressly stated in this Agreement, there are no conditions, warranties, representations or other terms, express or implied, that are binding on Oxygen. Any condition, warranty, representation or other term concerning the provision of the Service which might otherwise be implied into, or incorporated in, this Agreement whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

6.8     Nothing in this Agreement excludes or limits the liability of Oxygen which cannot be excluded or limited by law including liability for death or personal injury caused by Oxygen’s negligence; or for fraud or fraudulent misrepresentation.

6.9     Subject to clause 6.8, in no event shall Oxygen have any liability, in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, or otherwise, for any:

(a) indirect, special, incidental, consequential (including lost profits), or punitive damages; or

(b) any loss of profits, loss of revenue, loss of savings, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or other pure economic loss, arising out of this Agreement or the Service provided hereunder even if Oxygen has been advised of the possibility of such damages or losses.

6.10    Subject to clause 6.8, Oxygen’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to £100.

7.     Termination

7.1    Customer acknowledges that Oxygen may terminate Customer’s access and use of the Service at any time and for any reason in Oxygen’s sole discretion.

7.2    Customer can terminate this Agreement at any time on notice to Oxygen.

7.3    On termination of this Agreement:

(a) all licences and rights granted under this Agreement shall immediately terminate and Customer shall cease to access or use the Service and Information and will
have no further right to access or use the Service and Information;

(b) Oxygen may immediately deactivate Customer’s account and access to the Service;

(c) Customer shall use commercially reasonable efforts to ensure all content, data and
information belonging to Oxygen be deleted or removed from Customer’s storage both online or physical and Customer shall promptly delete or destroy and cease any further use of any Information received from Oxygen.  This requirement shall not apply to copies of the Information maintained strictly for archival purposes;

(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination shall not be affected or prejudiced; and

(e) any provision of this Agreement that expressly or by implication or its nature is intended to come into or continue in force on or after termination or expiry of this Agreement shall survive any termination or expiration of this Agreement.

8. Proprietary Rights

8.1  Except for the rights granted in this Agreement, all rights, title, and interest in and to the Service and information, including all intellectual property rights in and to the Service and information are hereby reserved by Oxygen and its licensors and Customer acknowledges and agrees that Oxygen and/or its licensors own all such rights, title, and interest, that rights in the Service are licensed (not sold) to Customer, and that Customer has no rights in, or to, the Service or Information other than the right to use
them in accordance with the terms of this Agreement.

8.2     Nothing in this Agreement shall transfer ownership of any such rights, title, and interest from Oxygen or its licensors to Customer.

8.3     Customer agrees that it:

(a) will use the Information only as expressly permitted by this Agreement and not for any other purpose;

(b) will not disclose the Information to any person other than where expressly permitted by this Agreement and subject to such person complying with all applicable terms of this Agreement and Customer being responsible for such persons compliance and any breaches by such person;

(c) will not commit or permit any act or omission by its agents, employees or any third party that would impair, damage or infringe Oxygen’s and/or its licensors’ copyright, database rights or other proprietary and intellectual property rights in the Information;

(d) will not use the tradenames, trademarks, service marks or copyrighted materials of Oxygen and/or its Information providers in listings or advertising in any manner without the prior written approval of Oxygen;

(e) will reproduce Oxygen’s copyright notice and proprietary rights legends on all copies of such Information;

(f) will take such security measures to prevent the unauthorised duplication, distribution, or use of the Service and Information equal to that which Customer uses to protect its own proprietary information, and in no event shall such measures be less than commercially reasonable; and

(g) will honour and comply with reasonable requests submitted by Oxygen in order to protect Oxygen and/or its licensors respective rights in the Service and/or Information.

9. Confidential Information

9.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, products, intellectual property, assets, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by Clause 9.1. For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a
holding company of that party.

9.2  Each party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives, contractors, sub-contractors or advisers (“Representatives”) who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that Representatives to whom it discloses the other party’s confidential information comply with this Clause 11 and shall be responsible for such Representatives’ compliance with the confidentiality obligations set out in this clause; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

9.3 No party shall use any other party’s confidential information for any purpose other than to fulfil the purposes of this Agreement and perform its obligations under this Agreement.

10. General

10.1 Customer shall not assign this Agreement without Oxygen’s prior written consent, such consent not to be unreasonably withheld.

10.2 This Agreement, when executed, shall comprise the exclusive agreement between Customer and Oxygen, and shall supersede all preceding agreements and proposals, whether oral, written, or otherwise, and shall prevail over and apply to the exclusion of any terms and conditions Customer seeks to impose or incorporate (in Customer’s purchase order, acceptance of quotation or otherwise), which notice of objection is
hereby given.

10.3 Oxygen shall not be responsible for delays or performance failures caused from acts beyond its reasonable control.

10.4 Terms and conditions of this Agreement are severable. If any provision is deemed illegal or unenforceable, all other provisions shall remain in effect.

10.5 This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

10.6 A person who is not a party to this Agreement shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties Act) 1999, but this does not affect any right or remedy of a third party which exists or is available, apart from that Act.

10.7 Any personal data collected by Oxygen as a result of this Agreement shall be collected by Oxygen as a controller and shall be maintained and processed in accordance with Oxygen’s Privacy Policy  and applicable data protection law. Each party shall comply with their respective obligations under the applicable data protection laws.

10.8 Customer permits Oxygen to use Customer’s name and/or logo for promotional purposes including but not limited to Oxygen’s website, press releases, newsletters.

10.9 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement,
representation, assurance or warranty (whether made innocently or negligently)
that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

10.10 Any notice required to be given under this Agreement shall be in writing and may be given by email.

10.11 Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

10.12 Oxygen may update the terms of this Agreement at any time on notice to the Customer. Customer’s continued access or use of the Service following the receipt of the notice shall constitute Customer’s acceptance to the terms of this Agreement, as varied. If Customer do not wish to accept the terms of this Agreement (as varied) Customer must immediately stop using and accessing the Service on the receipt of the notice.

10.13 Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

10.14 This Agreement shall be governed by the laws of England and shall be subject to the exclusive jurisdiction of the English courts.