This agreement is between NOVOVILLE LIMITED, a company incorporated in England a company incorporated in England (No. 10313940) and having its Registered Office is at 1 Kings Avenue, London, N21 3NA ("Novoville") and you ("the User"). This is a Click to Agree Contract from within the Software if the User wishes to be bound by these Terms and Conditions. If the User does not agree to be bound by these Terms and Conditions, the User cannot USE the Software.
The contract ("Agreement") between the User and Novoville will comprise:
Novoville grants to the User a non-exclusive, royalty based, non-sublicensable licence to Use the Software and the Platform and the Documentation for the User's personal business use for the duration of the Agreement, subject to the following conditions:
1.1. The Software is located on the Platform. Novoville has full administrative access rights to the Platform. Users may access the Software but have no right to administer the Platform or receive a copy of the object code or source code to the Software.
The rights to use the Software provided to the User are non-exclusive, non-transferable and are for the User's personal business use only. The User's right to use the Software is subject to the following conditions:-
the User shall not:
3.1. Users provide all User Content for use in the Software, and Novoville is not obliged to modify or add to User Content except as specified in Clause 4. The User is solely responsible for User Content and the accuracy of User Content. The Software Services rely on the accurate and truthful input of information and User Content by Users. False, misleading and inaccurate information and answers will result in an inaccurate Passport or other outputs from the Software Services.
3.2. User Content belongs to the User or its licensors, and Novoville makes no claim to any right of ownership in it.
3.3. Novoville shall keep User Content confidential in accordance with Clause 10. For the avoidance of doubt, User Content contained in a Passport may be viewed by third parties who have the correct permissions to do so in terms of the Software and will otherwise be kept confidential in terms of Clause 10.
3.4. Subject to the terms of Clause 4, Novoville shall only be entitled to use User Content strictly as necessary to carry out its obligations under this Agreement (for example to create a Passport), and for no other purpose. However, Novoville:
3.5. The parties shall comply with the principles of the Privacy Legislation and in accordance with the Privacy Policy.
3.6. Sharing of accounts is not permitted unless expressly authorised in writing by Novoville. Users must keep account details confidential and Users should not reveal their username or password to any unauthorised third parties. Novoville accepts no liability for any losses or damages incurred as a result of account details being shared in breach of the terms of this Agreement. It is recommended that Users do not save account details in their internet browser.
3.7. Passwords must be strong, robust, robust and difficult to break and changed on a regular basis.
3.8. Whereas as part of the Subscription Services, Novoville may host email accounts or other online communications infrastructure or subscription accounts (including the Novoville subscription itself) for Users, Novoville accepts no responsibility and shall not be liable for third parties accessing such email, online communications accounts or subscription accounts by way of breaking or hacking passwords. It is the responsibility of Users to ensure that all email, online communications accounts and subscription accounts are properly protected with robust passwords. The terms of Clause 4 apply to the use of any such email, online communications accounts and subscription accounts.
4.1. Without prejudice to the generality of Clause 2.7, when using the Software; Users should do so in accordance with the following rules:
4.2. Novoville does not screen or pre-approve any User Site or User Content (although Users acknowledge that Novoville may do so if it wishes).
4.3. Novoville may edit a User Site to comply with the provisions of sub-Clause 4.1 without prior consultation. In cases of severe breaches of the provisions of sub-Clause 4.1, a User Site may be taken down and the relevant account may be suspended or terminated. The User will not be informed in writing of the reasons for such alterations or take downs.
4.4. Novoville accepts no responsibility or liability for any infringement of third-party rights by User Sites.
4.5. Novoville will not be liable in any way or under any circumstances for any loss or damage that any User may incur as a result of such User Sites, or Novoville exercising its rights under this Agreement, nor for any errors or omissions in User Sites. Use of and reliance upon User Sites is entirely at the User's own risk.
4.6. The User acknowledges that Novoville may retain copies of any and all communications, information, User Content and User Sites sent to Novoville.
5.1. Subject to the exceptions in Clause 6 of this Agreement, all Content, that is not User Content, and the Database and the Software and the Documentation are the property of Novoville, or Novoville's Affiliates or licensors. By continuing to use the Software the User acknowledges that such material is protected by applicable United Kingdom and international Intellectual Property and other laws.
5.2. In return for payment of Fees, Novoville grants to the User royalty based, non-sublicensable, term licence to use the Passport in relation to the relevant Property.
5.3. The User may print, reproduce, copy, distribute, store or in any other fashion re-use Content from the Software for personal or educational purposes only unless otherwise given Novoville's express written permission to do so. Specifically, the User agrees that it will not systematically copy Content from the Software with a view to creating or compiling any form of comprehensive collection, compilation, directory or database unless given Novoville's express written permission to do so.
5.4. In the event that new inventions, designs or processes evolve in performance of or as a result of this Agreement, the User acknowledges that the same shall be the property of Novoville unless otherwise agreed in writing by Novoville.
5.5. Any trade mark, trade name or logo such as "Powered by Novoville" appearing on or in the Software is the property of Novoville and must not be copied, obscured or removed from the Software.
6.1. The Intellectual Property rights subsisting in the User Content of User Sites belong to the User to which that/those User Site(s) pertain unless it is expressly stated otherwise.
6.2. Users grant to Novoville a royalty free, worldwide, perpetual licence (with the ability to grant sub-licences) to use User Content to create a Passport.
6.3. Where expressly indicated, certain Content available through User Sites and the Intellectual Property rights subsisting therein belongs to other parties.
6.4. The third party Content described in this Clause 6, unless expressly stated to be so, is not covered by any permission granted by Clause 5 of these Terms and Conditions to use Content.
6.5. For the avoidance of doubt, the Database (excluding the User Content therein) shall not be considered User Content.
6.6. Users warrant that they have all necessary third party permissions and consents to upload User Content containing third party Intellectual Property to the Platform and shall indemnify and hold Novoville harmless against any third party claim for breach of third party intellectual property rights in terms of Clause 11 hereof.
7.1. Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, Copyright and Trademarks, in Content belong to the manufacturers or distributors of such products as may be applicable.
7.2. Subject to Clause 5 the User may not reproduce, copy, distribute, store or in any other fashion re-use Content unless otherwise indicated on the Software or the Documentation or unless given express written permission to do so by the relevant manufacturer or supplier.
8.1. Except as expressly provided in this Agreement, the Software and Professional Services are provided with no other warranties of any kind, and Novoville disclaims all other warranties, express or implied, including without limitation any warranty of merchantability or fitness for a particular purpose. Novoville does not warrant that the use of the Subscription Services shall be uninterrupted or error-free.
9.1. Neither party shall be liable under this Agreement for any indirect, special, incidental, punitive or consequential damages (including without limitation damages for loss of goodwill, work stoppage, computer failure or malfunction, lost or corrupted data, lost profits, lost business or lost opportunity), or any other similar damages under any theory of liability (whether in contract, tort/delict, strict liability or any other theory), even if the other party has been informed of this possibility.
9.2. Novoville does not give any guarantee of any specific results from the use of the Services. Without prejudice to the foregoing, Novoville does not guarantee that the User will make any monetary savings, will be more profitable or successful or be able to avoid any government taxes or penalties in any particular jurisdiction.
9.3. Each party's total liability for any direct loss, cost, claim or damages of any kind related to this Agreement shall not exceed the sum of £10,000. However, there is no limitation on direct loss, claim or damages arising as a result of an infringement of either party's Intellectual Property rights by the other party, or a breach of the Privacy Legislation by the other party.
9.4. Novoville's liability under this Agreement (except where provided otherwise in this agreement to a lesser extent) shall be limited to the amount of professional indemnity insurance underwritten in the name of Novoville which shall be £1,000,000. This limitation shall not apply to a breach of the Privacy Legislation.
10.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that (i) is now, or subsequently becomes, through no act or failure to act on the part of receiving party (the "Receiver"), generally known or available; (ii) is known by the Receiver at the time of receiving such information, as evidenced by the Receiver's records; (iii) is subsequently provided to the Receiver by a third party, as a matter of right and without restriction on disclosure; or (iv) is required to be disclosed by law, provided that the party to whom the information belongs is given prior written notice of any such proposed disclosure.
10.2. Subject to clauses 10.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party (other than to a consultant or a Sub-contractor for the purposes of this Agreement and which consultant or Sub-contractor shall have entered into undertakings of confidentiality in relation to the Confidential Information on terms no less onerous than those contained in this Clause 10), or use the other's Confidential Information for any purpose other than to carry out its obligations under this Agreement.
10.3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
10.4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of a competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 10.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
10.5. No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
10.6. This clause 10 shall survive termination of this Agreement, howsoever arising.
11.1. The User shall indemnify and hold harmless Novoville, its Affiliates, directors, and employees from any damages finally awarded against Novoville (including, without limitation, reasonable costs and legal fees incurred by Novoville) arising out of any third party suit, claim or other legal action (including but not limited to any governmental investigations, complaints and actions) in connection with the User Content, including, without limitation, any action for infringement of any trademark, copyright, trade secret, right of publicity or privacy (including defamation), patent or other proprietary right with respect to the User Content ("Legal Claim").
11.2. Novoville shall give written notice to the User of any Legal Claim no later than 30 days after first receiving notice of a Legal Claim and shall give copies to the User of all communications, notices and/or other actions relating to the Legal Claim. Novoville shall give the User the sole control of the defence of any Legal Claim, shall act in accordance with the reasonable instructions of the User and shall give the User such assistance as the User reasonably requests to defend or settle such claim. The User shall conduct its defence at all times in a manner which is not adverse to Novoville's interests. Novoville may employ its own counsel to assist it with respect to any such claim. Novoville shall bear all costs of engaging its own counsel, unless engagement of counsel is necessary because of a conflict of interest with the User or its counsel, or because the User fails to assume control of the defence. Novoville shall not settle or compromise any Legal Claim without the User's express written consent.
12.1. This Agreement shall be governed by the laws of England and Wales. The parties consent to the exercise of exclusive jurisdiction of the Courts of England and Wales. The parties consent to the exercise of exclusive jurisdiction of the English courts.
12.2. No part of the Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.
13.1. The User hereby acknowledges that upon submitting Feedback to Novoville, the User automatically grants to Novoville a worldwide, perpetual, irrevocable, royalty free licence to use that Feedback in any way Novoville deems appropriate including, but not limited to:
13.2. Novoville's use of the Feedback shall not bestow any rights or interests upon the User whatsoever.
13.3. The User hereby acknowledges that any modifications made to the Software at the request or suggestion of the User will belong to and be the Intellectual Property of Novoville.
14.1. "Affiliate" means an entity which controls, is controlled by, or is under common control with, a party, and control means the ability to vote 50% or more of the voting securities of any entity or otherwise having the ability to influence and direct the polices and direction of an entity;
14.2. "API" means application programming interface;
14.3. "Confidential Information" means any information that is proprietary or confidential which either party directly or indirectly discloses, or makes available, to the other, including but not limited to, the existence and terms of the Agreement, all confidential or proprietary information relating to the business, affairs, operations, processes, product information, know-how, technical information, designs, trade secrets or software and/or Intellectual Property of the party disclosing such information;
14.4. "Content" means any text, graphics, images, audio, video, software, data compilations including, but not limited to, text, graphics, logos, icons, sound clips, video clips, data compilations, page layout, underlying code and software and any other form of information capable of being stored in a computer that appears on, is uploaded to or ingested or consumed by API or forms part of the Software or the Platform; BUT excluding User Content;
14.5. "Database" means the database stored on the Platform which contains inter alia User Content;
14.6. "DPA" means the Data Protection Act 2018 and any modification, amendment or re-enactment thereof;
14.7. "Documentation" means user documentation provided electronically by Novoville for use with the Software, as periodically updated;
14.8. "Feedback" means all comments, suggestions, requests, requirements, improvements, feedback, or other input the User provides regarding any products or Services owned or supplied by Novoville, its Affiliates and licensees;
14.9. "GDPR" means the General Data Protection Regulation (Regulation (EU) 2016/679);
14.10. "Intellectual Property" means patents, trademarks, trade name, service mark, copyright, trade secrets, know-how, process, technology, development tool, ideas, concepts, design right, domain names, moral right, database right, methodology, algorithm and invention, and any other proprietary information (whether registered, unregistered, pending or applied for);
14.11. "Passport" means an online record of a Property dealing with such matters (amongst others) as context, occupancy, use, energy efficiency and consumption and condition created by a User or Users via the Software;
14.12. "Platform" means the hardware and software environment in which the software element of the Software operates, which comprises one or more server computers (whether virtual or not), mirroring/duplicating/back-up and storage systems and relative hardware operating software, virtual machine software (where relevant), operating system software, database software, anti-virus and security software, switches, power supplies and telecommunications infrastructure;
14.13. "Privacy Legislation" means the retained EU law version of the GDPR (the "UK GDPR"), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018,, the DPA, the Data Protection Directive (95/46/EC), the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and all applicable laws and regulations relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner. (as amended or replaced from time to time);
14.14. "Privacy Policy" means Novoville's policy relating to User Content and compliance with (amongst others) the Privacy Legislation from time to time, the current version of which is located here: https://www.sharedworks.pro/en/privacy-policy
14.15. "Property" means a building being a residential dwellinghouse or flatted dwelling designed to be under separate ownership;
14.16. "Software" means Novoville's proprietary Shared Works Decarbonisation and Retrofit Marketplace operating software and the Third Party Software written in object and source code residing on and used for operating the Platform and the Software as Updated and Upgraded from time to time;
14.17. "Third Party Software" means software other than the Software which belongs to third parties and in relation to which Novoville has the right to grant sub-licenses;
14.18. "Update" means any update, update rollup, service pack, feature pack, critical update, security update, or hotfix that is used to improve or to fix a software product;
14.19. "Upgrade" means a software package that replaces an installed version of a product with a newer version of the same product, typically leaving existing customer data and preferences intact while replacing the existing software with the newer version;
14.20. "User" means the person that has permission to accesses the Software as a named user and is not employed by Novoville and acting in the course of their employment;
14.21. "User Content" means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on, is uploaded to or forms part of a User Site or the Software and has been uploaded by a User;
14.22. "User Site" means a partition/tenancy on the Platform created by Novoville for a User or Users accessing the Software which shall contain User Content and shall be hosted on the Platform;
2.1. The rights and obligations of the Data Controller set out in this Agreement and the Privacy Legislation.