Terms and Conditions

By creating a user account you agree to be bound by the following terms and conditions ("Terms of Use"). Please ensure that you read them before using Tacola ECM. They are a legal agreement between Tacola Limited (Registered office at Radford Hall, Church Lane, Gressenhall, Norfolk, NR19 2QQ, UK. Registered in England and Wales, Number: 5499158) trading as Tacola ("We/Us/Our") and You (or any other party authorised by You to use the Service on the Website in accordance with these Terms of use or as otherwise permitted by Us from time to time) ("You/You/Yours").Together in these Terms of Use we are known as "the Parties".

1. Definitions

• 1.1 "Content" means all visual, written or audible data, information or material including, without limitation: any hyperlink, text, image, logo, word, sound, avatar, document, spreadsheet, text message, form entry, web page, and any other file or data or any similar material, including but not limited to each of the foregoing that is uploaded to, transferred through, publicly posted, processed or entered into the Services;
• 1.2 "Intellectual Property Rights" means any copyright, database right, design right, trade mark, service mark, patent, rights in invention, domain name, confidential information, know-how, business name, trade name, get-up, trade dress, right to sue for passing off or for unfair competition, and any other intellectual property rights whether applied for, registered or unregistered and all extensions, renewals and revivals thereof and existing anywhere in the world;
• 1.3 "Services" means the web services, all Your Tenants, Domains, Workspaces, associated software, and other services related thereto provided to You by Tacola in accordance with this agreement and with the characteristics and features as described at www.tacola.com from time to time;
• 1.4 "Website" means Websites at http://www.tacola.com, http://www.tacolaecm.com and any other associated Tacola domains.
• 1.5 "Tenants" means a single service with a defined set of subscription terms and limited group of Users who are authorised to access the service;
• 1.6 "Domains" means a logical separation of data and services forming part of a Tenant.
• 1.7 "Workspaces" means a logical separation of data and services forming part of a Domain.
• 1.8 "Data" means information and data about users or usage of the Tacola ECM service.
• 1.9 "API" means the Tacola ECM Application Program Interface and associated documentation.

2. Acceptance of Terms

3. Grant of Licence

• 3.1 Subject to these Terms of use, We hereby grant to You a non-transferable, non-exclusive, non-sublicensable limited term right and license for You to access and use the Services solely for the purpose of storing or otherwise using or sharing with other members of Tacola ECM, documents, files, electronic media, discussions, notes and calendar dates, and other electronic information.
• 3.2 Except for the rights specifically granted under Clause 3.1 of this Agreement, You are not given any right, title or interest in or to the Website or the Services, and We expressly reserve all such rights, titles and interests.
• 3.3 The licence granted to You by Us under Clause 3.1 above depends upon Your compliance with these Terms of Use and such other rules as, following written notice to You, We may impose from time to time upon use of the Services and of the Website.
• 3.4 The Website and Services provided by Us to You, any copies thereof made by You are and shall remain Our exclusive property.
• 3.5 You shall not do any of the following acts, and any breach of this provision will entitle Us to terminate these Terms of Use immediately, without prejudice to any other rights or remedies We may have against You: (a) Distribute, sell, supply, modify, adapt, amend, incorporate, merge, or otherwise alter the Service and all Content provided to You as part of the Service; (b) Attempt to decompile, reverse engineer or otherwise disassemble any Content provided to You as part of the Service or the Website; (c) Attempt to copy any software provided to You as part of the Service or the Website and in particular its source code, or attempt to decrypt any part of such software that is provided to You in an encrypted form; (d) Create any derivative version of any software provided by Us to You including any translation or localisation of such software, or break down any software, which is licensed to You as a single product, into its component parts; (e) Redistribute, encumber, sell, rent, lease or otherwise use any software provided by Us to You in a timeshare or service bureau relationship, or transfer such software under any circumstances; (f) Remove from Content provided by Us to You any logo, copyright or proprietary notices, legends, symbols, labels, watermarks, signatures or any other like marks affixed to or embedded in such Content; (g) Use any information in Services or the Website for the sending of spam, bulk email messages, bulk instant messages, MP3 files, music files, video files or executable program files, any bulky files, or any other file that has a disproportionate number of hits for the number of pages or network transfers; (h) Use any part of the Services to upload post, email or transmit Viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other software, files or programs that may interrupt, damage, destroy or limit the functionality of any computer software or hardware or network equipment; (i) Use any part of the Services to create a false identity, to impersonate any person or organisation, or attempt to disguise the origin of any Content; (j) Use the Services, Website or any part thereof to infringe any Intellectual Property Rights of any third party; or (k) Except without explicit permission granted by Us, register, operate or otherwise control more than one Tacola ECM user account.
• 3.6 You may grant other individuals who are members of the Service access to Your Tenant, Domain(s), Workspace(s), or part of.

4. Services and Access to Services

• 4.1 We reserve the right to effect modifications to the design, operational method, technical specifications, systems, and other functions of the Services, at any time without prior notice.
• 4.2 The Services are normally available over the Internet around the clock. We shall be entitled to take measures that affect the aforementioned accessibility where Tacola deems such to be necessary for technical, maintenance, operational, or security reasons. You are hereby aware and acknowledge that Your access to the Internet cannot be guaranteed and that We shall not be liable for deficiencies in Your own Internet connections or equipment.
• 4.3 We shall be entitled to retain subcontractors for the performance of obligations in accordance with this agreement.
• 4.4 In the event You create a user account using an email address belonging to a third party, such user account may be from time to time or may later become subject to additional terms and conditions. You are aware of and acknowledge that such a third party could impose access restrictions on Your access to the Services. We will not be liable to You for such lack or curtailment of access.
• 4.5 The Services may contain links to third party websites that are not owned or controlled by Us. We will not and cannot censor or edit or control the content of any third-party site. We are not liable for any losses incurred by You during the use of any 3rd Party software.
• 4.6 Each time that You use or access the Service, the Website or any part thereof, You are deemed to re-affirm Your acceptance of the then current version of these Terms of Use.

5. Your Obligations

• 5.1 You shall comply with the security and administrative regulations as notified in conjunction with registration, by email or in any other manner from time to time made available on the Website.
• 5.2 You undertake, in conjunction with registration, to provide correct information regarding Your identity and a correct and legitimate email address.
• 5.3 You shall be responsible for the activities conducted through use of the Services and shall ensure compliance with national laws in conjunction therewith. All Content uploaded to, transferred through, publicly posted, processed or entered into the Services by You shall be Your sole responsibility.
• 5.4 You WARRANT that you shall be responsible for monitoring Your Domains and Workspaces and shall be liable to Us for ensuring that Content transferred to or handled within the Services which is processed by You and/or individuals invited by You to do so does not infringe any third party rights nor in any other manner violates governing legislation, and that You possess such necessary licences from third parties as may be required in order to process the Content/use the Services. You hereby INDEMNIFY Us and keep Us INDEMNIFIED against any and all loss suffered as a result of You breaching this Clause 5.4.
• 5.5 You are aware and hereby acknowledge that You are not permitted to use the Services in order to gain material in violation of law or material which in any manner contravenes generally accepted practices.
• 5.6 You undertake not to use the Services in order to obtain material which per se or if sent to another party might injure the reputation of a third party, or in any manner which may result in the infringement of any third party's Intellectual Property Rights, or which constitutes a dissemination of business secret(s), or may incite a third party to commit or participate in a crime, or may be understood as constituting a threat, or to use the Services in any other manner incompatible with the purpose thereof.
• 5.7 You shall not attempt to obtain or compile Data about other people's usage of the Services, invade the privacy of others, misuse the personal data of others, or otherwise incite a person, persons or body corporate to carry out such acts and You shall not make available libellous, defamatory, abusive, derogatory, inflammatory or obscene Content.
• 5.8 You undertake not to provide access to the Services to anyone else than individuals who have completed the registration form and thereby agreed to the Terms of Use.
• 5.9 You agree not to use or launch any automated system, including without limitation, "robots", "spiders" or "offline readers" that accesses the Services in a manner that sends more request messages to Our servers in a given period of time than a single human can reasonably produce in the same period by using a conventional online web browser. You agree not to collect or harvest any personally identifiable information, including names, from the Services and not to use the Services to contact users other than those as part of your Tenant, Domain, or Workspace and who are personally known to you.

6. API Terms

• 6.1 You agree that You are solely responsible for (and that We have no responsibility to You or to any third party for) any services and/or products You provide through any 3rd party software.
• 6.2 You expressly understand and agree that We shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if We have been advised of the possibility of such damages), resulting from your use of the API or third-party products that access data via the API.
• 6.3 You will not collect any user's personal information or data in a misleading, illegal, unauthorised or unfair way. Without limiting the generality of the foregoing, You will never collect, store or record passwords used by users to log-in to the Services. If users need a separate password to use your software You will either (i) automatically generate a unique password and securely communicate it to the user or (ii) not permit users to use a password that is the same as the user's Tacola ECM Password. You agree that any 3rd party software shall be provided by You in compliance with all applicable laws and regulations (including without limitation those relating to the protection of privacy and the processing of personal data or traffic data).
• 6.4 You will not use the API to create software that sends unsolicited communications (whether commercial or otherwise) to any third party.
• 6.5 We reserve the right at any time to modify or discontinue, temporarily or permanently the API (or any part thereof) with or without notice.
• 6.6 Abuse or excessively frequent requests to the Services via the API may result in the temporary or permanent suspension of your account's access to the API. We, in our sole discretion, will determine abuse or excessive usage of the API.
• 6.7 We reserve the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice.
• 6.8 We retain the right to the Services, including the API. In no way will you pass off, market or otherwise make representations that the Tacola ECM brand, Services or Website is owned or otherwise connected with You. You must make it clear that You are allowing access to the Tacola ECM API via an independent 3rd party piece of software and must prominently display the following text: "This product uses the Tacola ECM API but is not endorsed, certified or otherwise approved in any way by Tacola". You shall not have any rights to use Tacola trademarks or logos, save for a limited right to display the words "Powered by Tacola ECM" on the bottom right hand footer of the software or website that uses the Tacola ECM API, as can be seen on the Tacola website and Services. This text must be in the form of a URL that links directly back to http://www.tacolaecm.com
• 6.9 Where you are providing access to the Services to users free of charge, Tacola reserves the right to limit your access to the API or the number of calls your software can otherwise make to it.
• 6.10 Where you are providing commercial access to the Services or otherwise charging users to access Tacola ECM, We reserve the right to a proportion of the revenues generated by You through access to the API.
• 6.11 We reserve the right to make information about any software or website that uses the API available to our users on our Website and any other marketing collateral.

7. Notification of Unauthorised Acts

• 7.1 You are obligated to notify Us in writing regarding any actual or perceived breach of these Terms of Use.
• 7.2 In the event that You notify Us in accordance with Clause 5.1 above, You shall co-operate fully with Us by providing Us with all information that is reasonably requested by Us from You.

8. Proprietary Rights in Content

• 8.1 We shall hold title to all Intellectual Property Rights and technical solutions or, in the alternative, shall possess a sole right to use the same. Such Intellectual Property Rights and technical solutions may only be used by You in the manner stated in these Terms of Use. Under no circumstances shall You or a third party acquire any Intellectual Property Rights to the Services. Note that access to the Services is licensed and not sold on the terms set out in these Terms of Use.
• 8.2 All Content uploaded to, transferred through, publicly posted, processed or entered into the Services by You shall remain Your sole property or its respective legal owner. We shall have no liability for such Content. By uploading third party content You warrant that You have obtained all necessary licences, permissions, consents and agreements necessary for the lawful use of such third party content by Us and by third parties in accordance with these Terms of Use and in order for Us to provide the Services and further You hereby fully indemnify Us and keep Us fully indemnified in relation to all claims in relation thereto.

9. Disclaimers

• 9.1 The Services and the Website are provided to You "as is" and "as available" and could contain defects, faults, mistakes and other deficiencies. We exclude any warranty that the Service and/or the Website will be uninterrupted, error-free or will operate at any particular speed or frequency.
• 9.2 You are responsible for any and all activity made by You or anyone You allow to use the Browser including Your colleagues, friends and members of Your family. Any material You or anyone else accesses or obtains using the Services and/or Website is entirely at Your risk.
• 9.3 You are responsible for ensuring that Your Internet connections, computer unit and telephone service are compatible with the Services and the Website and for any damage that may be caused to such items by anything You access or obtain using them. We shall not be liable for any losses suffered by You as a result of any such incompatibility or damage. You are responsible for paying any and all charges in relation to Your internet connection, computer unit and telephone service.
• 9.4 You are solely responsible for ensuring that all Content uploaded by You is lawfully used and furthermore You are responsible that any and all use of whatever nature encouraged or permitted in each case whether expressly or implied by You of the Content is lawful.
• 9.5 We are under no obligation to provide You with any technical support under these Terms of Use and We provide You with no assurance that any specific errors, problems, discrepancies or other matters raised by You will be corrected.
• 9.6 We neither endorse nor are We responsible for the accuracy, reliability or veracity of any opinion, advice, or statement including but not limited to the pricing or other information of products or other services offered for sale or otherwise marketed via the Service and We are further not responsible and nor shall You deem Us to be responsible for any defamatory, obscene, racist, sexist, or other derogatory Content even where such Content is in breach of any rule imposed by Us. We shall not be liable for any loss suffered by You in reliance on any statement, opinion or advice in the Service or Website and it is entirely incumbent on You to verify the accuracy of such opinion, advice or statement offered or other Content through the Service or Website prior to Your reliance upon it. Wherever possible You ought to obtain the advice of a recognised professional in the relevant field in which the opinion, advice or statement is offered. In this regard You shall indemnify Us and Our employees and hold Us and Our employees harmless from any and all claims, expenses, legal fees and all other costs and disbursements incurred by You as a result of Your using the Browser or of You entering into any third party relationships.

10. Limitation of Liability and Risk

11. Breach

12. Termination

• 12.1 We may terminate these Terms of Use forthwith on giving notice in writing to You if You commit any material breach of any term of these Terms of Use and (in the case of a breach capable of being remedied) have failed, within 30 days after the receipt of a request in writing from Us to do so, to remedy the breach. This is without prejudice to Our right to terminate these Terms of Use immediately where this is expressly provided.
• 12.2 You may terminate these Terms of Use forthwith on giving notice to Us in writing that You no longer wish to use the Services.
• 12.3 Save as expressly provided in this Clause 11 or elsewhere in these Terms of Use these Terms of Use may not be terminated.
• 12.4 Forthwith upon termination of these Terms of Use, You shall cease all use of the Website and Services and all Content, and destroy all Content relating to the Services or the Website provided by Us to You by erasing it from the magnetic media on which they are stored and certify in writing to Us that it has been destroyed.
• 12.5 Any termination of these Terms of Use (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision in these Terms of Use which is expressly or by implication intended to come into or continue in force on or after such termination.

13. Assignment

14. Entire Agreement

15. Force Majeure

• 15.1 Neither Party shall have any liability under or be deemed to be in breach of these Terms of Use for any delays or failures in performance of these Terms of Use which result from circumstances beyond the reasonable control of that Party. If such circumstances continue for a continuous period of more than 2 weeks, either Party may terminate these Terms of Use by written notice to the other party.
• 15.2 Any costs arising from such delay shall be borne by the Party incurring the same.

16. Notices

17. Severance

18. Waiver

19. Third Parties

20. Proper Law and Jurisdiction