Boiler Service Pal Terms of Use - Infomill | Knowledge Base Software | Service Management

Boiler Service Pal – Terms of Use

Terms Of Use

ABOUT BOILER SERVICE PAL

Boiler Service Pal provides access to boiler technical information for field service technicians. All information provided is sourced directly from manufacturers, who own the Intellectual Property, with their approval and is not modified.

Access to information is provided on a subscription basis. At the end of the subscription period, the application will expire. A renewed subscription will provide continued access to Boiler Service Pal content. Infomill may, at any time, terminate this Agreement upon prior notice to the Customer for any breach of the terms and conditions laid out in Schedule 1.

SUPPORT

Email support is available at support@infomill.com

Alternatively, telephone our helpdesk on +44 (0)1332 253177 during office hours (09:00 to 17:00 Monday to Friday U.K. time excluding English statutory and public holidays).

INFOMILL BOILER SERVICE PAL AGREEMENT

Between:

Infomill Limited, Hanover House, Queen Charlotte Street, Bristol, BS1 4EX United Kingdom – Hereinafter “Infomill”

and “Customer”

IT IS AGREED:-

Infomill has agreed to supply to Customer the Software and the Services detailed below and Customer accepts from Infomill a licence to use the Software and the supply of the Services and agrees to pay Infomill for the same, all on the terms and conditions of this Agreement. The Agreement shall mean this agreement and Schedule 1 (Terms and Conditions) attached. The Customer confirms that it has read and accepts all the terms of the Agreement.

Exclusions:

The following items are specifically excluded from this Agreement and will not be provided or supported by Infomill:

Any supply or support of any device or services, including internet connection, which will be used for Boiler Service Pal.

Training

Helpdesk support outside of Support hours

SCHEDULE 1 (TERMS AND CONDITIONS)

1. DEFINITIONS

In this Agreement (except where the context otherwise requires):

“Payment Terms”: Charges shall be due and payable in advance on annual terms. Electronic consent is assumed upon payment being made. A 14-day cooling-off period is in place for purchases made from the app store.

“Start Date”: the signature date on the contract or electronic consent assumed upon payment being made, or the date the order is placed;

“Term”: the term of this Agreement is annual unless agreed otherwise. This Agreement may be terminated earlier in accordance with its terms (e.g. on account of breach). This Agreement will commence on the date of signature by the Customer or electronic consent assumed upon payment being made.

“Manufacturers’ Data” – means all data, information, text, drawings, diagrams or images embodied in any electronic or tangible medium and which are supplied or in respect of which access is granted to Infomill by manufacturers and which Infomill may have reformatted or re-used in the Software;

“DPA” – means the Data Protection Act 2018;

“Intellectual Property Rights” – means patents, trademarks, service marks, design rights (whether registerable or not), applications for any of the foregoing, copyright and trade or business names;

“Software”- the computer software programs, associated database structures, files and electronic documentation including Manufacturers’ Data to be licensed to Customer by Infomill under the terms of this Agreement as specified below and shall, unless the context otherwise requires, include a reference to any part of such software or a copy of such software.

Customer will be allowed to access and use Software in accordance with the terms of this Agreement.

2. GRANT OF RIGHTS AND RESTRICTIONS ON USE

2.1 Infomill warrants that it has the authority to grant the licences granted hereunder.

2.2 On the Start Date Infomill will grant to the Customer for the duration of the Term: (i) a non-exclusive and non-transferable licence to use the agreed number of Software licences; and (ii) access to the Software.

2.3 Customer may use the Software for its own use, which shall include but not be limited to any or all the companies within the Customer’s Group of Companies.

2.4 Customer shall not make any modification, addition or enhancement to the Software and Customer undertakes not to disassemble, decompile or otherwise interfere with the Software or allow access to it to any third parties except as expressly permitted by law.

2.5 Customer shall not make copies of the Software or any data accessible through Boiler Service Pal except as expressly permitted by law. For avoidance of doubt, data contained within Boiler Service Pal must not be copied, downloaded or duplicated in any way other than accessed by the licenced user through the supplied Software.

2.6 Customer agrees to use the Software only for the number of users for which it has purchased licences.

2.7 Infomill reserves to itself all other rights in and to the Software not expressly granted by this Agreement.

2.8 It is a fundamental condition of this Agreement that Customer only accesses the Software and uses the Services on the device(s) for which the licence(s) were purchased. Customer may transfer a licence to use on another device for legitimate purposes. The Infomill Support team will have the right to refuse any request to transfer a licence to another device if they consider the request to be unreasonable.

2.9 Infomill may from time to time produce updates that contain bug fixes and corrections. Such updates will be supplied to the Customer without additional charge for installation by the Customer.

2.10 Customer shall comply with all applicable laws, ordinances, orders and regulations relating to the import, export, re-export, transfer (in-country), resale, and any other dealings in prescribed or controlled commodities, software, information and technology or to dealings with restricted, prohibited or denied entities, individuals, governments, end users, end uses, countries or regions (“Trade Control Laws”), including but not limited to (a) economic sanctions, trade embargoes and anti-terrorism measures restricting the countries, regions, governments and parties with whom Customer or Infomill may have dealings and the nature of those dealings, (b) controls under dual-use and other export controls and defense trade controls, and (c) import/export/customs authorizations and formalities. Customer represents and warrants that Software will not be used for any purpose or in any activity associated with chemical, biological or nuclear weapons, unsafeguarded nuclear activities, nuclear fuel cycle activities or missiles, rocket systems or unmanned vehicles, or any other restricted end use, or in any facility used for such purposes or in such activities, nor will they be transferred and/or resold to be used in any such facility or for such purposes or in such activities. Customer represents and warrants that it will not directly or indirectly export, re-export, or transfer (in-country) Software to/within any countries or regions who are currently or in the future become subject to economic sanctions or trade embargoes applicable to Customer or Infomill.

3. WARRANTIES AND REPRESENTATIONS

3.1 Infomill warrants that the Software will perform substantially in accordance with the marketed product description. Infomill specifically does not warrant that the function or facilities of the Software will meet Customer’s business needs or other requirements or that the operation of the Software will be uninterrupted or error-free.

3.2 Customer acknowledges that the Software has not been prepared to meet Customer’s individual requirements and that it is Customer’s responsibility to ensure that the facilities and functions described in the product description meet Customer’s requirements.

3.3 Infomill shall not be liable for any failure of the Software to provide any facility or function or for any failure of the Software if alterations to the Software have been made by any person other than Infomill.

3.4 Customer shall notify Infomill in writing and provide documented examples of any defects or errors in the Software. Infomill will correct or replace at Infomill’s option and expense, within a reasonable time period any part of the Software which is demonstrated to fail to perform in accordance with the warranty given in Clause 3.1

3.5 Customer’s sole and exclusive remedy under the warranty given in clause 3.1 shall be limited to the correction or replacement of the failed Software in whole or in part or, if Infomill is unable to rectify the reported defect or error by correction or replacement of the Software, to a refund of the Subscription charges paid under this Agreement in whole or in part as appropriate.

3.6 Infomill will provide the Services using reasonable skill and care. Infomill provides no further warranty in respect of the Services.

3.7 The Customer represents and warrants that the Customer shall discharge its obligations under this Agreement with reasonable skill and care and in accordance with its own internal procedures.

3.8 This Agreement and any specific terms and/or information referred to in it constitute the entire Agreement between the parties as to its subject matter and supersede all previous communications and representations, both written and oral in relation to the subject matter.

3.9 Each of the parties acknowledges and agrees that in entering into this Agreement and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement. The only remedy available for breach of warranty shall be for breach of contract under the terms of this Agreement. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.

4 LIABILITY

4.1 Subject to clause 3, the following provisions set out the entire liability of Infomill (including any liability for the acts or omissions of its employees, agents and sub-contractors) to Customer in respect of:

4.1.1 Any breach of this Agreement or any matter arising hereunder; and

4.1.2 Any representation, statement or tortious act or omission including negligence arising under or in connection with this Agreement.

4.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from this Agreement.

4.3 Nothing in this Agreement excludes or limits the liability of Infomill for death or personal injury caused by its gross negligence or fraudulent misrepresentation.

CUSTOMER’S ATTENTION IS IN PARTICULAR DRAWN TO CLAUSE 4.4

4.4 Subject to clause 4.3, the maximum aggregate liability of Infomill to Customer for direct loss or damage whether in contract, tort (including negligence), misrepresentation or otherwise arising out of or in connection with its performance or its total or partial failure to perform in accordance with the terms of this Agreement in respect of the Software and Services shall be limited to the refund of the Subscription charges that have been paid by Customer to Infomill under this Agreement in the twelve months immediately preceding the event giving rise to the relevant claim.

4.5 Infomill shall not in any circumstances be liable whether in contract, tort (including negligence) or otherwise for any incidental, special, consequential or indirect loss or damage howsoever arising and of whatsoever nature including but not limited to loss of profit, loss of contracts, loss of business opportunities, loss of revenue, loss of data, loss of operation time, loss of operational effectiveness, loss of anticipated savings or loss of use of any equipment or process suffered or incurred directly or indirectly by Customer in connection with or arising out of the use, furnishing or functioning of the Software or the provision of the Services.

4.6 Infomill shall not in any circumstances be liable for any failure or fault in the Software or Services due either wholly or partly to network issues, hardware fault(s) or fault(s) or failure of any equipment or services provided by a third party.

4.7 The Customer will indemnify Infomill in respect of any claim for loss, damage or injury of any person or property occasioned by or arising from the Customer’s possession, operation, use or modification of the Software which is not in accordance with the terms of this Agreement.

4.8 The Customer is solely responsible for placing, securing and operating the Software and Services in a manner that is safe and complies with any relevant health and safety or other legislation. It is an offence to cause or permit the use of a handheld terminal by a person while driving and neither the Software nor Services should therefore be operated by users while driving vehicles. The Customer warrants to Infomill that it will give all appropriate instruction to its employees and any other users of the Software and Services to ensure that all appropriate legislation is complied with. Subject to clause 4.3, Infomill will not in any circumstances be liable, whether in contract, tort or otherwise, for any use of the Software or Services (or any part of it) by the Customer, its employees or other users:

4.8.1 In contravention of any relevant legislation; or

4.8.2 In a manner that may cause accidents or damage.

4.9 Infomill shall, subject to clause 4.10, fully indemnify and hold harmless the Customer and its employees and agents, against all actions, demands, costs, charges and expenses arising from or incurred by reason of any infringement or alleged infringement of any Intellectual Property Rights by the use or possession of the Software or any part thereof supplied under this Agreement.

4.10 In the event of any claim or demand being made or action brought against the Customer, the Customer agrees: (i) to notify Infomill as soon as the Customer becomes aware of the Software infringement; (ii) to provide all assistance reasonably requested by Infomill; and (ii) at its own expense Infomill shall conduct all negotiations for settlement of the claim and any legal proceedings that may arise therefrom.

5. CONFIDENTIALITY

5.1 The Customer hereby acknowledges that the Software contains confidential information of Infomill or of third parties. The Customer undertakes to keep the Software and all confidential information confidential and shall not divulge the same to any third party without the prior written consent of Infomill.

5.2 Infomill and the Customer shall keep confidential the contents of this Agreement and all information of the other party designated as confidential and obtained under or in connection with this Agreement and shall not divulge the same to any third party without the prior written consent of the disclosing party.

5.3 Infomill and the Customer may divulge confidential information of the other party only to those directors, officers, employees, agents, advisors or subcontractors bound under equivalent conditions of confidence who are directly involved in the supply or use of the Software or the Services, and shall ensure that such persons are aware of and undertake to comply with these obligations of confidentiality.

5.4 The provisions of this clause shall not apply to any information which:

5.4.1 Is or becomes public knowledge otherwise than through the default or negligence of the receiving party;

5.4.2 The receiving party can prove was in the possession of the receiving party without restriction before the date of receipt from the disclosing party;

5.4.3 Is obtained from a third party who is lawfully authorised to disclose the same; and/or

5.4.4 To the extent only that such information is required to be disclosed by law or regulatory authority.

5.4.5 is independently developed by the receiving party or its representatives without use of the disclosing party’s confidential Information.

5.5 The Customer agrees that it will not at any time re-create or attempt to re-create the Software.

5.6 On termination of this Agreement for any reason Customer undertakes immediately to cease to use the Software and to delete, destroy or otherwise make permanently unusable the Software and all whole and partial copies of Software made by Customer or in the control of the Customer.

5.7 The obligations of both parties set out in this Clause 5 shall continue in force notwithstanding the termination of this Agreement for any reason whatsoever.

6. INTELLECTUAL PROPERTY

6.1 As between Infomill and the Customer, Infomill retains all title, ownership, and intellectual property rights in and to the Software and related documentation, and all developments by Infomill in connection with this Agreement. The Customer acknowledges and agrees that it is only obtaining the license right to use the Software and that no sale or other transfer of any title or ownership or any proprietary interest of any kind to such Software or related documentation is contemplated hereunder, other than the sale of the limited licenses or the right to access Software as expressly granted herein.

6.2 The Customer hereby assigns to Infomill on it’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Infomill is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in suggestions, enhancement requests, recommendations or other feedback provided by Customer, its employees, contractors and agents relating to the operation or functionality of the Software (“Customer Input”). If such rights cannot be assigned, Infomill shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Software any Customer Input. Infomill shall have no obligation to make Customer Input an update to the Software. The Customer shall have no obligation to provide Customer Input.

7. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by the laws of England and each party agrees to submit to the non-exclusive jurisdiction of the English courts over any claim or matter arising under or in connection with this Agreement.