This is a legal agreement (“Agreement”) between you the Customer (“Customer”) and Africa Practice Limited. BY ACCESSING AND/OR USING THIS SERVICE, YOU ARE AGREEING, ON BEHALF OF YOURSELF AND/OR YOUR COMPANY, TO BE BOUND BY THE MOST RECENT TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCESS AND/OR USE THE SERVICE.
This Agreement between Africa Practice Ltd (“africapractice”) and you governs your use of the InGauge service (“InGauge”) and this web site (at https://ingauge.africa, or any other url that africapractice may designate) including, without limitation, all content such as text, information, images, data, templates and other information, services and materials (collectively, the “Service”) and all information made available to you or by you through this site by africapractice and/or africapractice partners or affiliates.
africapractice, in its sole discretion, reserves the right to revise, update and change this Agreement from time to time without notice to you, and you agree to be bound by such modifications or revisions. Any new features that augment or enhance the current Service, including the release of new features and resources, shall be subject to this Agreement.
In addition to the Terms set out in this document, your use of InGauge is subject to africapractice’s Privacy Policy which is available to read on the africapractice website. Africapractice’s Privacy Policy is hereby incorporated into and forms part of this Agreement.
2. DEFINITIONS
In this document the following words shall have the following meanings:
2.1 "Agreement" means these Terms and Conditions together with the terms of any applicable contract.
2.2 "Customer” shall mean the organisation or person authorised by africapractice, or an authorised partner or affiliate of africapractice, to use the Service. “You” or “User” shall mean a unique user of the Service whether a Customer or not (as defined by unique URL, IP address or other unique identification).
2.3 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable:
2.4 "africapractice" means
Africa Practice Ltd.
4th Floor, Metroline House,
118 - 122 College Road,
Harrow, Middlesex, HA1 1BQ
United Kingdom
3. CUSTOMER’S OBLIGATIONS AND PERMITTED USE
3.1 To enable africapractice to perform its obligations under this Agreement the Customer shall:
3.1.1 - co-operate with africapractice or its partners or affiliates;
3.1.2 - provide africapractice with any information reasonably required by africapractice or its partners or affiliates;
3.1.3 - obtain all necessary permissions and consents which may be required before the commencement of the Service.
3.2 The Service may not be used in any way that is illegal or promotes illegal activities or in a manner that might be libelous or defamatory or otherwise malicious or harmful to any person or entity - or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age - or is otherwise indecent.
3.3 You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available the Service to any third party in any way; (ii) modify or create derivative works based on the Service; (iii) create Internet "links" to the Service or "frame" or "mirror" any content on any other server or wireless or Internet-based device; or (iv) copy, reverse engineer, decompile, disassemble, or translate the Service, or any part of the Service, in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.
3.4 africapractice has the right but not the obligation to monitor the use of the Service and, without limiting any remedies that it may have hereunder or at law, may deny access to the Customer in the event of any violation of these Terms and Conditions.
3.5 africapractice may, but has no obligation to, remove Customer entered data, and close Accounts containing content that africapractice determines in its sole discretion is/are unlawful, offensive, threatening, libellous, defamatory, otherwise objectionable or violate any party’s intellectual property, or these Terms and Conditions, or any applicable law(s) including but not limited to U.K., international or national copyright laws, data protection and privacy laws..
4.1 africapractice warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
4.2 Without prejudice to Clause 4.1, and except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded.
4.3 The Service (including any written materials and site content) and any training or support provided are all provided “as is” without warranty of any kind, express, implied or statutory, including but not limited to implied warranties or merchantability and fitness for a particular purpose. Without limiting the generality of the foregoing, africapractice does not warrant the use, results, or performance of the Service will be uninterrupted, error-free or secure, or that the server(s) that make(s) the Service available is(are) free of viruses or other harmful components.
5.1 The Customer shall indemnify africapractice against all claims, costs and expenses which africapractice may incur and which arise, directly or indirectly, from the Customer’s breach of any of its obligations under this Agreement, including any claims brought against africapractice alleging that any services provided by africapractice infringes a patent, copyright or trade secret or other similar right of a third party.
6.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of africapractice to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the fees paid by the Customer to which the claim relates.
6.2 By accepting these Terms and Conditions the Customer agrees to defend, indemnify and hold harmless africapractice and its subsidiaries, licensors, partners and affiliates (and their respective officers, directors, employees and agents) against any and all claims, losses, damages, liabilities, deficiencies, judgments, assessments, fines, costs and other expenses (including reasonable legal fees and costs) arising from or relating to (i) The Customer accessing the Service, (ii) use or misuse of the Service by The Customer (including any data or information input in the Service or file or database created thereby), including without limitation any disclosure of any person’s personal information in violation of UK or other applicable privacy law (“Privacy Laws”), (iii) unauthorized use of any Account Access Information, and (iv) any breach of any of the provisions of these Terms and Conditions.
6.3 Although africapractice has taken measures to safeguard the security of information submitted in using the Service, africapractice cannot guarantee the security of information transmitted during use of the Service or stored by africapractice and shall not be liable to the Customer or any other person or entity in any way for any compromise of the security of such information.
7.1 The Service is protected by U.K. and international copyright and trade secret laws and treaties. africapractice retains full ownership of Service and all intellectual property rights in the Service, including without limitation any and all patents, copyrights, trade secrets, trademarks and any other proprietary and other rights. All rights not specifically granted under these Terms of Use are reserved by africapractice and its licensors.
8.1 africapractice may agree to provide the Customer with a variety of information about individuals and their organisations which are relevant to the Customers field of business in the form of standardised online profiles of stakeholder and stakeholder organisations (“InGauge Public Profiles”). These standard profiles contain information which is generally in the public domain such as names, titles, positions, social media accounts etc. africapractice has invested considerable resources in compiling and standardising these InGauge Public Profiles and asserts full rights and title over them and as such their use for any purpose is covered by copyright as per the above clause 7. Under this Agreement africapractice agrees that the Customer has the unfettered right to access and use the InGauge Public Profiles for it’s legitimate business purposes in accordance with the terms of this Agreement.
8.2 The Customer is able to upload and maintain additional confidential information to the InGauge Public Profiles - together with allied information and data such as engagement strategies and plans and reports of meetings (collectively the “Customer InGauge Data”). The Customer owns all right, title and interest in the Customer InGauge Data as described in this clause 8.2 and is entitled to download and keep a copy of its data at any time at its own discretion.
8.3 The Customer agrees that africapractice has the right to use the Customer InGauge Data in order to provide the Service and the Customer warrants that africapractice’s use of the Customer InGauge Data shall not infringe copyright or any other rights of any third party.
8.4 The Customer additionally grants africapractice the right to generate and use anonymised meta-data derived from the Customer InGauge Data and aggregate it with statistical information from other customers (“Non-Identifiable Aggregated Data”) for africapractice’s business purposes, including without limitation for analysing customer needs and improving the Service. The Customer agrees that africapractice shall own all right, title and interest in any such Non-Identifiable Aggregated Data.
9.1 africapractice shall not be liable for any delay or failure in performing hereunder if caused by factors beyond its reasonable control, such as acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, explosion, power failure, equipment failure, failure of telecommunications or internet services, industrial or labour dispute, inability to obtain necessary supplies and the like.
10.1 The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of africapractice.
11.1 Subject to the provisions of these Terms and Conditions, africapractice grants to The Customer a non-exclusive, non-transferable, non-sub licensable right to remotely access and use the Software only for the permitted business purposes.
11.2 Use of the Service is licensed only to the Customer who shall not sublicense, transfer, lease, assign, rent, distribute, sell or otherwise dispose of the Service. africapractice may assign this license and all of its rights and obligations hereunder to any partner or affiliate or to any successor to africapractice’s business.
12.1 In order to access the Service, you will be provided with or select a unique username and password enabling access to your personal account. You shall keep your username and password secret and shall not permit or allow any other person or entity to use them to access or use the Service for any purpose.
12.1 africapractice may change, revise, modify, delete or discontinue the functionality or scope of the Service at any time at its sole discretion (an “Update”). Following such Update, as applicable, The Customer can elect to terminate this Agreement or continue to access and use the Service in accordance with these Terms and Conditions Use.
14.1 africapractice may, in its sole discretion, disable any Account or limit bandwidth usage or disk storage space, or negotiate a reasonable additional fee should an Account’s bandwidth consumption or disk storage space exceed normal usage (as determined by africapractice) in any one month period.
15.1 africapractice may immediately terminate this License without notice if Customer fails to comply with any provisions of these Terms and Conditions.
15.2 Either party may terminate this Agreement at any time for any reason subject to 30 days notice; however upon early termination africapractice, or it’s partners or affiliates shall not refund any applicable fees or portion of any fees to the Customer, and shall reserve the right to invoice and collect the remainder of any applicable fees up to the effective date of termination of the Service.
15.3 Upon termination all of The Customer InGauge Data as of the date of termination shall be returned upon the request of the Customer. In the absence of such a request africapractice shall have no obligation to maintain or protect such data and it may be deleted.
15.4 Survival Upon Termination: Clauses 5, 6, 7 and 8 in their entirety and all other provisions of these Terms and Conditions intended to survive termination or expiration of this License will survive the termination or expiration of this License without limitation.
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
Except as otherwise stated nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
This Agreement shall be governed by and construed in accordance with the law of England and Wales.