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Our Terms

 

  • These Terms
  • What these Terms cover. These are the terms and conditions (“Terms”) on which Enswarm Ltd (“us/we/our”) supply our Enswarm subscription services (“Services”) to you. We reserve the right to change the Services or amend these Terms from time to time and will post a message at login along with the new version of the Terms if that happens. Your continued use of the Services will be deemed acceptance of any new Terms.
  • Why you should read them. Please read these Terms carefully before you submit your registration application to us. These Terms tell you who we are, how we will provide the Services to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these Terms or require any changes, please contact us to discuss.
  • Are you a business customer or a consumer? In some areas you will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if:

 

    • You are an individual.

 

  • You are buying products from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).
  • If you are a business customer, this is our entire agreement with you. If you are a business customer, these terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
  • Information about us and how to contact us
  • Who we are. We are Enswarm Ltd, a company registered in England and Wales. Our company registration number is 08207324 and our registered office is at 178 Bearwood Road, Wokingham, Berkshire, RG41 4SH. Our registered VAT number is 224075630.
  • How to contact us. You can contact us by telephoning our customer service team at +44 (0)207 971 7720 or by writing to us at info@enswarm.com or 178 Bearwood Rd, Wokingham, Berks, RG41 4SH.
  • How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address you provided to us in your registration application.
  • “Writing” includes emails. When we use the words “writing” or “written” in these Terms, this includes emails.
  • Our contract with you
  • How we will accept your application. Our acceptance of your registration application for our Services will take place when we send you a registration confirmation email, at which point a contract will come into existence between you and us (“Contract”). We reserve the right at our discretion to reject registration applications to use our Service.
  • If we cannot accept your application. If we are unable to accept your registration application, we will inform you of this in writing and will not charge you for the Services.
  • Your registration number. We will assign a registration number to your registration confirmation and tell you what it is when we accept your registration. It will help us if you can tell us the registration number whenever you contact us about your registration.
  • Length of the Contract

 

The Contract will run on a monthly subscription basis. The initial subscription term is one month. Your Contract will renew for successive periods of one month after the initial subscription term, unless you cancel the Contract before the end of this period (or before the end of the current renewal period).

 

  • Your rights to make changes
  • Changing your subscription package. You can upgrade the subscription package of your Contract at any time through your user account options. This includes the ability to change from a free account to our payment based accounts. Any change in price will automatically be applied to your account. You can also downgrade the subscription package of your Contract through your user account options, however the change to your subscription package will only take effect at the end of the initial subscription term (or current renewal period). Any change in price will automatically be applied to your account.
  • Other changes to your subscription package. If you wish to make further changes to the Service you have ordered please contact us. We will let you know if the change is possible. If it is possible, we will let you know about any changes to the price of the Service or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the Contract.
  • Our rights to make changes

 

We may change the Services:

        1. to reflect changes in relevant laws and regulatory requirements; and
        2. to implement minor technical adjustments and improvements, for example to address a security threat.

 

  • Providing the Services
  • When we will provide the Services. We will supply the Services to you until the subscription expires, you end the Contract as described in clause 8 or we end the Contract by written notice to you as described in clause 10.
  • We are not responsible for delays outside our control. If our supply of the Services is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this, we will not be liable for delays caused by the event.
  • What will happen if you do not give required information to us. We may need certain information from you so that we can supply the Services to you. If so, this will have been stated in the description of the Services on our website. We will contact you in writing to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the Contract (and clause 10.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the Services late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
  • Reasons we may suspend the supply of Services to you. We may have to suspend the supply of a Service to:

 

        1. deal with technical problems or make minor technical changes;
        2. update the Service to reflect changes in relevant laws and regulatory requirements; or
        3. make changes to the Service as requested by you or notified by us to you (see clause 6).

 

  • We will notify you if we suspend the supply of Services. If we suspend the Service for any reason under clause 7.4, we will contact you in advance to tell you we will be suspending supply of the Service unless the problem is urgent or an emergency. If we have to suspend the Service for a period of greater than 24 hours, we will adjust the price so that you do not pay for Services while they are suspended. You may contact us to end the Contract for a Service if we suspend it, or tell you we are going to suspend it, in each case for a period of more than [10 days] and we will refund any sums you have paid in advance for the Service in respect of the period after you end the Contract.
  • We may also suspend supply of the Services if you do not pay. If you do not pay us for the Services when you are supposed to (see clause 14.2) and you still do not make payment within 24 hours of payment being due; we may suspend supply of the Services until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the Services. We will not suspend the Services where you dispute the unpaid invoice (see clause 14.5). We will not charge you for the Services during the period for which they are suspended if they are suspended for you failing to pay us. As well as suspending the Services we can also charge you interest on your overdue payments (see clause 14.3).  
  • Your rights to end the Contract
  • You can always end your contract with us.  Your rights when you end the Contract will depend on what you have bought, whether there is anything wrong with it, how we are performing, when you decide to end the Contract and whether you are a consumer or business customer:
  • If you are a consumer and what you have bought is misdescribed you may have a legal right to end the Contract (or have a service re-performed or to get some or all of your money back), see clause 12;
  • If you want to end the Contract because of something we have done or have told you we are going to do, see clause 8.2;
  • If you are a consumer and have just changed your mind about the product, see clause 8.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions;
  • In all other cases (if we are not at fault and you are not a consumer exercising your right to change your mind).
  • Ending the Contract because of something we have done or are going to do. If you are ending a Contract for a reason set out at (a) to (e) below the Contract will end immediately. The reasons are:

 

        1. we have told you about an upcoming change to the Services or these Terms which you do not agree to;
        2. we have told you about an error in the price or description of the Services you have ordered and you do not wish to proceed;
        3. there is a risk that supply of the Services may be significantly delayed because of events outside our control;
        4. we have suspended supply of the Services for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 10 days; or
        5. you have a legal right to end the Contract because of something we have done wrong.

 

  • Exercising your right to change your mind (Consumer Contracts Regulations 2013). For consumers of the Services, you have a legal right to change your mind within 14 days and receive a refund.  These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these Terms.
  • How long do consumers have to change their minds? If you are a consumer, you have 14 days after the day we send a registration confirmation email to you. However, once we have completed the services you cannot change your mind, even if the period is still running. If you cancel after we have started the services, you must pay us for the services provided up until the time you tell us that you have changed your mind.
  • Ending the Contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you are not a consumer who has a right to change your mind, you can still end the Contract. A Contract for Services is completed when we have finished providing the Services and you have paid for them. If you want to end the Contract in these circumstances, just contact us to let us know. The Contract will not end until the end of the subscription month on which you contact us. We will only charge you for supplying the Service up to the end of that month.
  • How to end the Contract with us (including if you have changed your mind)
  • Tell us you want to end the Contract. To end the Contract with us, please let us know by doing one of the following:  
  • Phone or email. Call customer Services on +44 (0)207 971 7720 or email us at info@enswarm.com Please provide your name, details of the registration application and, where available, your phone number and email address.
  • Online. Complete the [form INSERT LINK TO ONLINE FORM] on our website or through your account.
  • How we will refund you.  If applicable, we will refund you the price you paid for the Services by the method you used for payment. However, we may make deductions from the price, as described below.
  • When we may make deduction from refunds if you are a consumer exercising your right to change your mind. If you are exercising your right to change your mind, we may deduct from any refund an amount for the supply of the Services for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.
  • When your refund will be made. We will make any refunds due to you as soon as possible.  If you are a consumer exercising your right to change your mind then, your refund will be made within 14 days of your telling us you have changed your mind.
  • Our rights to end the Contract
  • We may end the Contract if you break it. We may end the Contract for a Service at any time by writing to you if:

 

        1. you do not make any payment to us when it is due and you still do not make payment within 24 hours from when payment is due;
        2. you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Services;
        3. you do not, within a reasonable time, allow us to deliver the Services to you;
        4. you become insolvent; or
        5. you commit a material breach of the Contract.

 

  • You must compensate us if you break the Contract. If we end the Contract in the situations set out in clause 10.1, we will refund any money you have paid in advance for Services we have not provided (except for the remainder of the subscription month in which the Service was terminated), but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the Contract.
  • We may withdraw the Service. We may write to you to let you know that we are going to stop providing the Service. We will let you know at least [2 days] in advance of our stopping the supply of the Service and will refund the sums you have paid in advance for the subscription months in which Services which will not be provided (except for the remainder of the subscription month in which the Service is withdrawn).
  • If there is a problem with the Service

 

If you have any questions or complaints about the Service, please contact us. You can telephone our customer Service team at +44 (0)207 971 7720 or write to us at info@enswarm.com.

 

  • Your rights in respect of defective Services if you are a consumer

 

If you are a consumer we are under a legal duty to supply services that are in conformity with this Contract. See the box below for a summary of your key legal rights in relation to the Services. Nothing in these terms will affect your legal rights.

Summary of your key legal rights

This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.

For services, the Consumer Rights Act 2015 says:

a) You can ask us to repeat or fix a service if it’s not carried out with reasonable care and skill, or get some money back if we can’t fix it.

b) If you haven’t agreed a price beforehand, what you’re asked to pay must be reasonable.

c) If you haven’t agreed a time beforehand, it must be carried out within a reasonable time.

See also clause 8.1.

 

  • Use of your account
  • Comply with these Terms. Once the Contract is formed, and subject to you and all users you have authorised to access your account (“Authorised Users”) complying with these Terms, you will be entitled to use, and permit Authorised Users to use, the Services via your account solely for collecting, organising, managing and collaborating on decision making content for a specific project or projects. You are responsible for your Authorised Users use of the Service.
  • Authorised Users’ use of your account. You must advise us of the identities of your Authorised Users, who will then require to register with us in order to access and use your account. Your Contract may allow you to operate more than one project within your account and in that event your Authorised Users will require to register on a project by project basis as appropriate. Authorised Users use of the Services will be subject to these Terms. Each Authorised User shall keep a secure password for his use of the Services via your account. You must only allow the permitted number of Authorised Users to access your account to use the Services. If you discover any unauthorised use of the Service you must promptly let us know.
  • Account details. You must keep your password and account details secure and ensure that only you and Authorised Users access your account.
  • Viruses. You and your Authorised Users shall not store or transmit any computer virus, or any material during the use of the Services that:

 

      1. is unlawful, threatening, defamatory, obscene, infringing, discriminatory or is racially offensive;
      2. facilitates or encourages illegal activity;
      3. depicts sexually explicit images; or
      4. is otherwise illegal, promotes unlawful violence or causes damage or injury to any person or property,

and we reserve the right, without liability to you, to disable your access to any material that breaches this provision.

 

  • Compliance with laws.  You are responsible for complying with the laws of the country from where you use the Service and to ensure you have all necessary permission and consents in place in relation to your use of the Service.
  • Price and payment
  • Where to find the price for the Service. The price of the Service (which includes VAT) will be the price indicated on our website and in the registration confirmation. We take all reasonable care to ensure that the price of the Service advised to you is correct.
  • When you must pay and how you must pay. A subscription fee is due in advance for use of the Service. The subscription fee will be detailed in registration confirmation or your account. It will be clear before you purchase any Service whether VAT or other applicable taxes are included in the price or still to be added. You must provide us with valid, up-to-date and complete credit card (or similar card) details and you authorise us to bill such card on or after the first day of your initial subscription term, and thereafter on or after the first day of each subsequent renewal period. Payment by credit card (or similar card) will be processed via a trusted third party payment provider. Where your card payment is not successful, or where you have failed to make payment of our invoice on the due date for payment, we may suspend provision of the Services to you in accordance with clause 7.6.
  • Our right of set-off if you are a business customer. If you are a business customer you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
  • We can charge interest if you pay late. If you do not make any payment to us by the due date, we may charge interest to you on the overdue amount at the rate of 2% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
  • What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
  • Increases in price. We shall be entitled to increase our subscription fees upon 14 days’ prior notice to you.
  • Ownership of Intellectual Property and Data
  • Our ownership of the intellectual property in the Services. The Services are our proprietary service, and all intellectual property rights in the Services are owned by or validly licensed to us. Software and related documentation provided in relation to the Service is only provided in relation to your use of the Service and are not provided, or to be used, for any other purpose. Except where this is part of your legitimate use of the Service, you are not permitted to copy, modify, republish, download, display or distribute all or any part of such software or documentation in any form or media or by any means. Nor are you permitted to reverse compile, disassemble, or reverse engineer such software or make use of such software or documentation to build a product or service which competes with our Service.
  • Our ownership of the data generated by the Services. We reserve the right to use any non-personal data in order to produce reports and statistical analyses. We own all right, title and interest in any report, statistical analyses and non-personal, anonymised data (not including Your Data, as defined below) that may be generated by us or the Services. To the extent necessary, you hereby assign any right, title and interest you may have in the intellectual property over such reports, analyses and data.
  • Your data.  You are solely responsible for all the data you enter or upload using the Service (“Your Data”), and any intellectual property rights in Your Data will be owned by you. We do not monitor Your Data posted or provided as part of the Service. We will comply with our Privacy Policy in relation to use of Your Data. In the event of any loss or damage to Your Data, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged data from the latest back-up under our archiving procedure. We shall not be responsible for any loss, damage or disclosure of Your Data caused by any third party.
  • Our responsibility for loss or damage suffered by you if you are a consumer
  • We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
  • We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; or for breach of your legal rights in relation to the Service.
  • We are not liable for business losses or other probable outcomes. If you are a consumer we only supply the products for to you for domestic and private use. If you use the products for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause. To the extent permitted by law, we will have no liability for the outcome or output produced by the Services that may result in an incorrect decision being made or reached by you.
  • Our responsibility for loss or damage suffered by you if you are a business
  • Nothing in these terms shall limit or exclude our liability for:

 

        1. death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
        2. fraud or fraudulent misrepresentation;
        3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; or
        4. any matter in respect of which it would be unlawful for us to exclude or restrict liability.

 

  • All terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
  • Subject to clause 17.1:

 

        1. we shall not be liable to you:
          1. whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with this Contract between us; and
          2. for any losses resulting from an incorrect decision being made or reached by you as a result of your use of the Services; and
        2. our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to 100 per cent (100%) of the total sums paid by you for Services under this Contract.

 

  • How we may use your personal information
  • How we will use your personal information. We will use the personal information you provide to us:

 

        1. to supply the Services to you;
        2. to process your payment for the Services; and
        3. if you agreed to this during the registration application process, to give you information about similar Services that we provide, but you may stop receiving this at any time by contacting us.

 

  • We may pass your personal information to credit reference agencies. Where we extend credit to you for the Services we may pass your personal information to credit reference agencies and they may keep a record of any search that they do.
  • We will only give your personal information to third parties where the law either requires or allows us to do so.
  • Other important Terms
  • We may transfer this agreement to someone else. We may transfer our rights and obligations under these Terms to another organisation. We will contact you to let you know if we plan to do this.
  • You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee). You may only transfer your rights or your obligations under these Terms to another person if we agree to this in writing.
  • Nobody else has any rights under this Contract (except someone you pass your guarantee on to). This Contract is between you and us. No other person shall have any rights to enforce any of its Terms.
  • If a court finds part of this Contract illegal, the rest will continue in force. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
  • Even if we delay in enforcing this Contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this Contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the Services, we can still require you to make the payment at a later date.
  • What laws apply to this Contract and where you may bring legal proceedings. These Terms are governed by English law and you can bring legal proceedings in respect of the Services in the English courts. If you live in Scotland you can bring legal proceedings in respect of the Services in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the Services in either the Northern Irish or the English courts.
  • Alternative dispute resolution if you are a consumer. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are a consumer and are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider we use. In addition, please note that disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform.
  • Which laws apply to this contract and where you may bring legal proceedings if you are a business. If you are a business, any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.