The Applications are provided by Ensign Advanced Systems Ltd, trading as BaseStone (we, us and our). We are a limited company, registered in England. Our registered company number is 02415174, and our registered office is 42 Lytton Road, New Barnet, Barnet, Hertfordshire, England, EN5 5BY. Our VAT registration number is 565 7796 77.
BY ACCESSING AND/OR USING ANY APPLICATION OR SERVICE, YOU CONFIRM THAT YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND ACKNOWLEDGE THAT THEY CONSTITUTE A LEGALLY BINDING CONTRACT BETWEEN US AND YOU (AND, IF RELEVANT, ANY ORGANISATION ON WHOSE BEHALF YOU ARE ACTING). IF YOU ARE ACTING ON BEHALF OF ANY ORGANISATION, YOU CONFIRM THAT YOU HAVE THE REQUISITE AUTHORITY, POWER AND RIGHT TO FULLY BIND THAT ORGANISATION. IF YOU (OR, IF RELEVANT, YOUR ORGANISATION) DO NOT AGREE TO ALL OF THESE TERMS (OR IF YOU DO NOT HAVE THE RIGHT TO BIND YOUR ORGANISATION), YOU ARE NOT PERMITTED TO ACCESS OR USE ANY APPLICATION OR SERVICE, AND YOU SHOULD NOT PROCEED FURTHER.
In these terms and conditions, unless the context otherwise requires, all further references to you (and your, etc) means both you as an individual user and also the organisation on whose behalf you are acting (if any).
We reserve the right to change the terms of these terms and conditions from time to time by changing them on the Website and notifying you (with the updated terms being displayed on-screen or with a link to the updated terms) when you next start the Application. These terms and conditions were last updated on 1 August 2014.
Access to the Applications and Services
Applications may only be accessed and used on a device owned or controlled by you and running the relevant operating system for which the Application concerned was designed, so you must make sure you have a compatible device which meets all the necessary technical specifications to enable you to use any Application you wish to access.
Applications (or upgrades) you access and Services you request by registering to create an account with us (see Account set-up), are made available to you immediately and you acknowledge and agree that this is the case and that, therefore, you will have no right to change your mind and cancel under the Consumer Contracts Regulations (sometimes known as a ‘cooling off’ right) once you access the Application or you register to create your account (as the case may be).
You will be assumed to have obtained permission from the owner of any device that is controlled, but not owned, by you to access an Application from that device. You accept responsibility, in accordance with these terms and conditions, for all access to, and use of, any Application by you on any device, whether or not it is owned by you.
You acknowledge that the mobile service provider for any mobile device on which you access or use any Application or Service may charge for internet access (including mobile data usage) on that device.
We cannot and do not guarantee the continuous, uninterrupted or error-free operability of any Application or Service or that any Application or Service will respond at a certain speed (since this depends on a number of factors outside our control).
Certain features, functions or content of, or Services accessible through, an Application are restricted to users who have an account with us. You can register to create either through the relevant Application or on the Website. You are not obliged to have an account with us, but if you do not do so, you will be unable to use the applicable features, functions or content of, or access the applicable Services through, the relevant Application. To register to create an account with us, you must provide us with accurate, complete and up-to-date information, including legal name, and, in the case of a paid-for Service subscription, full contact information. You are responsible for the information you provide to us. You must promptly inform of all changes to this information.
If you choose, or you are provided with, a password (or other identifier) for accessing or using your account and/or any Service, you must treat such information as confidential and must not reveal it to anyone else. You are responsible for all activities that occur under your password and must notify us immediately of any unauthorised use of which you become aware. We reserve the right to disable any password at any time, if in our opinion you have failed to comply with any of the provisions of these terms and conditions or if any details you provide for the purposes of registering as a user prove to be false.
You must cease to use and delete your password from any of your records upon termination of your account, for whatever reason.
Paid-for Service subscriptions
Each of the available paid-for Service subscriptions will require you to pay a fee, the amount of which will be as set out on the Website. The fee you pay gives you access to the relevant features, functions and/or content for the level of Service requested by you from amongst the available options indicated on the Website. Subscription fees are payable monthly, unless we offer the option to pre-pay for a longer period, such as six or 12 months (as indicated on the Website).
Payment must be made by credit or debit card. We accept payment by most major credit and debit cards. You should be aware that online payment transactions are subject to validation checks by your card issuer and we are not responsible if your card issuer declines to authorise payment for any reason. Please note, it is possible that your card issuer may charge you an online handling fee or processing fee. We are not responsible for this.
It is important to note that your subscription will automatically renew (as long as we continue to make the relevant Service subscription available) every month (or, in the case of a longer subscription, at the end of the relevant period), at the then-current fee (as indicated on the Website) unless you cancel your subscription through the cancellation functionality provided for your account on the Website. We will notify you, by email and on the Website, of any increase in the applicable fees.
We warrant that paid-for Services will be provided with reasonable care and skill.
What you are allowed to do
You may only use any Application or Service, if you are a consumer (and not a business user), for non-commercial, personal use, or, if you are a business user, for the internal business purposes of your organisation, and only in accordance with these terms and conditions (and in accordance with any applicable terms of any relevant third party service provider for the device on which you access or use that Application) and only for lawful purposes (complying with all applicable laws and regulations), and in a responsible manner.
Subject to the following sections, you may retrieve and display content from any Application on a computer or mobile device. Additional terms may also apply to certain features, parts or content of any Application and, where they apply, will be displayed on-screen or accessible via a link.
You may link to the Website from any other website provided the link is not misleading or deceptive and fairly indicates its destination, you do not imply that we endorse you, your website, or any products or services you offer, you link to (and do not frame or replicate) the home page of the Website, and the linked website does not contain any content that is unlawful, threatening, abusive, defamatory, pornographic, obscene, vulgar, indecent, offensive or which infringes on the intellectual property rights or other rights of any third party;
What you are not allowed to do
Except to the extent expressly set out in these terms and conditions, you are not allowed to:
- republish, redistribute or re-transmit any Application or Service;
- copy or store any Application other than for your use as permitted by these terms and conditions and as may occur incidentally in the normal course of use of your browser or mobile device;
- store any Application on a server or other storage device connected to a network or create a database by systematically downloading and storing data (other than User Content) from any Application;
- remove or change any content of any Application or Service (other than User Content) or attempt to circumvent security or interfere with the proper working of any Application or Service or any servers on which it is hosted, or attempt to reverse-engineer any Application;
- use any Application in a way that might damage our name or reputation or that of any of our affiliates;
- or otherwise do anything that it is not expressly permitted by these terms and conditions.
To do anything with any Application or Service that is not expressly permitted by these terms and conditions, you will need a separate licence from us. Please contact us, using the Contacting us details at the end of these terms and conditions.
Intellectual property rights
We license, but do not sell, to you any Application you access or use. We remain the owners of all Applications at all times.
All intellectual property rights in the Applications and Services their content (including text, graphics, software, photographs and other images, videos, sound, trade marks and logos), other than User Content, are owned by us or our licensors. Except as expressly set out here, nothing in these terms and conditions gives you any rights in respect of any intellectual property owned by us or our licensors and you acknowledge that you do not acquire any ownership rights by accessing any Application or any content from any Application.
The Applications may contain code, commonly referred to as open source software, which is distributed under any of the many known variations of open source licence terms, including terms which allow the free distribution and modification of the relevant software’s source code and/or which require all distributors to make such source code freely available upon request, including any contributions or modifications made by such distributor (collectively, Open Source Software). Please note that, to the extent that any Application contains any Open Source Software, you are only permitted to use that element under the relevant licence terms of the applicable third party licensor (Open Source Licence Terms) and not under these terms and conditions, and you accept and agree to be bound by such Open Source Licence Terms.
Functionality and content
You agree that accessing and use of any Application or Service that is made available free of charge are on an ‘as is’ and ‘as available’ basis and at your sole risk.
We reserve the right to change the design, features and/or functionality of any Service at any time, with or without prior notice, but we will not materially downgrade the overall benefits of any paid-for Service to your detriment prior to the end of your then-current subscription period.
Whilst we try to make sure that content made available by any Application or Service consisting of information of which we are the source is correct, you acknowledge that certain Applications or Services may make content available which is derived from a number of sources, for which we are not responsible. In all cases, information made available by any Application or Service is not intended to amount to authority or advice on which reliance should be placed. You should check with us or the relevant information source before acting on any such information.
Except as expressly set out in these terms and conditions, we make or give no representation or warranty as to the accuracy, completeness, currency, correctness, reliability, integrity, quality, fitness for purpose or originality of any content of any Application or Service and, to the fullest extent permitted by law, all implied warranties, conditions or other terms of any kind are hereby excluded. To the fullest extent permitted by law, we accept no liability for any loss or damage of any kind incurred as a result of you or anyone else relying on the content of any Application or Service.
We cannot and do not guarantee that any Application or Service or its content will be free from viruses and/or other code that may have contaminating or destructive elements. It is your responsibility to implement appropriate IT security safeguards (including anti-virus and other security checks) to satisfy your particular requirements as to the safety and reliability of any Application or Service and its content.
Your personal information
Use of your personal information submitted to us (whether via any Application, Service or the Website) is governed by our Privacy and Cookies Policy. Additionally, by using any Application or Service, you acknowledge that internet transmissions are never completely private or secure and that it is always possible that any message or information you send using any Application or Service may be read or intercepted by others.
The Applications and Services allow you to submit user-generated content (User Content) and also allow you to communicate that content to your selected recipients (if any). We do not control User Content submitted. You are solely responsible for User Content as submitted by you.
User Content must not:
- contain or link to any material which infringes any intellectual property right or other right of any other person;
- be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence or data protection obligations;
- contain or link to any material which is defamatory of any person or entity;
- be likely to mislead or deceive any person;
- be used to impersonate any person, or to misrepresent your identity or affiliation with any person;
- contain or link to any material which is obscene, offensive, hateful or inflammatory;
- be menacing, threatening, abuse or invade another´s privacy, or cause harassment, anxiety, alarm, upset, embarrassment, annoyance or inconvenience to any person;
- contain, link to or promote sexually explicit material;
- promote violence or aggression;
- promote discrimination based on race, gender, religion, nationality, disability, sexual orientation or age;
- encourage, advocate, promote, solicit, invite or assist any illegal activity or unlawful act such as (by way of example only) intellectual property infringement or computer misuse;
- be used to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); contain or link to any viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
- or give the impression that its emanate from us, our licensors, partners or associated organisations, if this is not the case.
You agree that, by submitting any User Content, you grant us and our affiliates a perpetual, irrevocable, worldwide, non-exclusive, royalty-free and fully sub-licensable right and licence to use, reproduce, modify, publish, translate, distribute, perform and display such User Content (in whole or part) to the extent necessary in order for us to provide the Services.
Whilst we do not pre-screen User Content, we reserve the right, in our sole discretion, to delete, edit or modify any User Content submitted by you, at any time without prior notice, if we need to do so for security, legal or, unless that content is part of a subscription you have paid for, any other reasons.
The Applications and Services may, from time to time, include links to external sites, which may include links to third party offers and promotions. We include these to provide you with access to information, products or services that you may find useful or interesting. We are not responsible for the content of these sites or for anything provided by them and do not guarantee that they will be continuously available. The fact that we include links to such external sites does not imply any endorsement of or association with their operators or promoters.
Suspension and termination
We may, from time to time, with or without prior notice, temporarily suspend the operation of any Service (in whole or in part) for repair or maintenance work or in order to update or upgrade any contents, features or functionality.
We reserve the right to suspend or terminate any Service at any time, with or without prior notice, if we need to do so for security, legal or, unless it is a paid-for Service subscription, any other reasons.
We may, with or without prior notice, suspend or terminate any Service and/or your use of your account in the event that you:
- breach any of these terms and conditions;
- fail to pay any correctly billed charges when due;
- or become insolvent or make composition with your creditors or petition for your own bankruptcy or have a bankruptcy petition presented against you, or are subject to any event or proceedings which are equivalent or substantially similar under any applicable jurisdiction.
- all rights granted to you under these terms and conditions will immediately cease;
- you must immediately discontinue all further use of your account and any Application or Service;
- and you must promptly pay us all outstanding amounts that you owe us.
Nothing in these terms and conditions shall limit or exclude our liability to you:
- for death or personal injury caused by our negligence; or fraudulent misrepresentation;
- or any other liability that may not, under English law, be limited or excluded.
Subject to this, if you are a consumer and not a business user, in no event shall we be liable to you for any business losses, and if you are a business user, in no event shall we be liable to you for any indirect or consequential losses, or for any loss of profit, revenue, contracts, data, goodwill or other similar losses, and any liability we do have for losses you suffer is strictly limited to losses that were reasonably foreseeable and shall not exceed the following:
- in each subscription period, the total fees paid by you in that period for the relevant paid-for Service subscription in respect of which the liability arises;
- or if the relevant Service was made available free of charge, the sum of £100.
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations that is caused by events outside our reasonable control.
You may not transfer or assign any or all of your rights or obligations under these terms and conditions.
All notices given by you to us must be given in writing to the address set out at the end of these terms and conditions.
If we fail to enforce any of our rights, that does not result in a waiver of that right.
If any provision of these terms and conditions is found to be unenforceable, all other provisions shall remain unaffected.
These terms and conditions may not be varied except with our express written consent.
These terms and conditions and any document expressly referred to in them represent the entire agreement between you and us in relation to their subject matter. We are required by law to advise you that any contract formed on the terms of these terms and conditions may be concluded in the English language only and that no public filing requirements apply.
These terms and conditions shall be governed by English law, and you agree that any dispute between you and us regarding them or any Application will only be dealt with by the English courts, but if you are a consumer and not a business user and you live in a part of the United Kingdom other than England, the applicable law of that part of the United Kingdom will govern and any dispute will only be dealt with by the courts there. Nothing shall prevent us from bringing proceedings to protect our intellectual property rights before any competent court.