Terms & Conditions
DELTABASE BETA: END USER LICENCE AGREEMENT
Please read carefully before using the Deltabase Beta platform.
IMPORTANT NOTICE: BY ACCESSING AND USING THE PLATFORM, YOU (THE INDIVIDUAL DOING SO) AGREE TO BE BOUND BY THE TERMS OF THIS END USER LICENSE AGREEMENT (“EULA”). IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MUST NOT USE THE PLATFORM.
WHO WE ARE AND WHAT THIS AGREEMENT DOES
Agency Delta Ltd (Agency Delta) is a company registered in England and Wales with company number 11984849 and having its registered office at International House, 101 King’s Cross Road, London, England, WC1X 9LP. Agency Delta is the owner and licensor of the Deltabase platform to which the terms of this end-user licence agreement (EULA) apply.
Agency Delta (us or we) license you (end-user or you) to use the following as permitted under the terms of this EULA: Deltabase (an AI-powered intelligence and benchmarking platform) and the data supplied with the platform (the Platform).
This EULA is entered into subject to any other agreement between Agency Delta, acting as licensor, and the licensee who has granted you the right to use the Platform (Licensee), which is most likely your employer.
We do not sell the Platform to you. We remain the owner and licensor of the Platform at all times.
AGREED TERMS
1 DEFINITIONS
“Acceptable Use Restrictions” means the restriction on the use of the Platform or Services as set out in Clauses 3.2 and 5.
“Data Protection Legislation” means the General Data Protection Regulation (Regulation (EU) 2016/679), the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 and all other applicable laws relating to data protection.
“Device” means the device on which the Platform will operate
“Licence Restrictions” has the meaning given to it in Clause 4.1.
“Licensee” has the meaning given to it in “Who we are and what this agreement does” above.
“Platform” has the meaning given to it in “Who we are and what this agreement does” above.
“Platform Data” has the meaning given to it in Clause 2.2.
“Privacy Policy” has the meaning given to it in Clause 2.1.
“Services” has the meaning given to it in Clause 1.1.
2 YOUR PRIVACY AND DATA PROTECTION OBLIGATIONS
2.1 The terms of our privacy policies from time to time, available at https://deltabase.io/privacy-policy/ (our “Privacy Policy”), are incorporated into this EULA by reference and apply to the Platform and Services.
2.2 You acknowledge that for the purpose of providing the Services and maintaining the Platform for you and the relevant Licensee, Agency Delta may process your personal data in accordance with our Privacy Policy. For the purpose of Data Protection Legislation, Agency Delta is a processor of the relevant personal data on behalf of the Licensee. (the Platform Data).
2.3 By using the Platform or any Services, you acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information you send using the Platform or any Services may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
2.4 By using the Platform or any of the Services, you consent to us collecting and using technical information about the Devices and related software, hardware and peripherals for services that are internet-based or wireless to improve our products and to provide any services to you.
2.5 The Platform or any Services may from time to time contain links to other independent third-party websites (Third-party Sites). Third-party Sites are not under our control, and we are not responsible for and do not endorse their content or their privacy policies (if any). You will need to make your own independent judgement regarding your interaction with any Third-party Sites, including the purchase and use of any products or services accessible through them.
3 GRANT AND SCOPE OF LICENCE
3.1 Subject to your agreeing to abide by the terms of this EULA and payment of the applicable fee for the Platform by the Licensee, we grant you a non-transferable, non-exclusive licence to use the Platform on your Devices in accordance with the terms of this EULA (and during the period in which EULA is in effect only). We reserve all other rights.
3.2 You may view, use and display the Platform on the Devices for the purposes of your own organisation only or, for individual users, for your personal business purposes only.
4 LICENCE RESTRICTIONS
4.1 Except as expressly set out in this EULA or as permitted by any applicable law, you agree:
(a) not to copy the Platform;
(b) not to rent, lease, sub-license, loan, provide or otherwise make available the Platform or Services in any form, in whole or in part without prior written consent from us;
(c) not to translate, merge, adapt, vary, make alterations to, or modifications of, the whole or any part of the Platform, or permit the Platform or any part of it to be combined with, or become incorporated in, any other programs;
(d) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Platform or attempt to do any such
(e) to keep any security credentials, tokens or passwords which apply to your use of the Platform or any Services (whether or not issued to you by us) (Credentials) secure and to notify us immediately if you know or suspect that any of these Credentials have been used or accessed in an unauthorised manner;
(f) not to misuse the Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful;
(g) to include our copyright notice on all entire and partial copies you make of any output from the Platform on any medium;
(h) not to provide or otherwise make available access to the Platform in whole or in part (including object and source code), in any form to any person without prior written consent from us;
(i) to comply with all technology control or export laws and regulations that apply to the technology used or supported by the Platform or any Services; and
(j) to comply with any instructions we issue in relation to the Platform or Services from time to time,
together, the Licence Restrictions.
5 ACCEPTABLE USE RESTRICTIONS
5.1 You must:
(a) not use the Platform or any Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses or harmful data, into the Platform, any Services or any operating system;
(b) not infringe our intellectual property rights or those of any third party in relation to your use of the Platform or any Services (to the extent that such use is not licensed by this EULA) or through the provision by you to us of Platform Data;
(c) not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Platform or any Services;
(d) not use the Platform or any Services in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;
(e) unless otherwise permitted under paragraph 4 of this EULA, not collect or harvest any information or data from any Services or our systems or attempt to decipher any transmissions to or from the servers running any Services;
(f) only use the Platform and Services for the purpose of Licensee’s [and its Affiliates’] own internal business management and improvement; and
(g) only share any output from the Platform or Services with clients or prospective clients (including their affiliates and respective advisors) in the context of business.
5.2 We are granting you personally the right to use the Platform and the Service as set out in this EULA and subject to any other agreement between us and the Licensee. Unless otherwise consented by us, you may not let someone else access the Platform or Services using your Credentials, whether for money, for anything else or for free.
6 INTELLECTUAL PROPERTY RIGHTS
6.1 You acknowledge that all intellectual property rights in the Platform and the Services anywhere in the world belong to us or our licensors, that rights in the Platform are licensed (not sold) to you, and that you have no rights in, or to, the Platform or the Services other than the right to use each of them in accordance with the terms of this EULA.
6.2 You acknowledge that you have no right to have access to the Platform in source-code form.
7 LIMITED WARRANTY
7.1 To the maximum extent permitted by applicable law, the Platform and Services are provided “as is” and “as available”, with all faults and without warranty of any kind, and Agency Delta and Agency Delta’s licensors hereby disclaim all warranties and conditions with respect to the Platform and Services, either express, implied or statutory, including, but not limited to the implied warranties and/or conditions of satisfactory quality, fitness for a particular purpose, accuracy, quiet enjoyment, and non-infringement of third party rights.
7.2 Agency Delta does not warrant that your use of the Platform and Services will not be subject to interruptions or interference. Agency Delta also does not warrant that the Platform or Services will meet your requirements, will be available 24 x 7 x 365 or error-free and will continue to be made available, nor that the Platform will be compatible with any third party software. Agency Delta may withdraw the Platform and any Services as it requires from time to time.
7.3 Without prejudice to clause 8.1 and 8.2, Agency Delta will aim to keep the Platform available 24 x 7 x 365 but cannot guarantee that that will be achieved.
8 LIMITATION OF LIABILITY
8.1 You acknowledge that the Platform has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the functionality of the Platform meets your requirements.
8.2 We have no liability to you or the Licensee for any loss of profit, business interruption, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill, any decrease to the valuation or share price of the Licensee or loss of business opportunity, whether incurred directly or indirectly under this EULA.
8.3 The Platform and the Services are provided for general information purposes only. They do not offer advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from the Platform or the Service. Although we make reasonable efforts to update the information provided by the Platform and the Service, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.
8.4 Our liability under or in connection with this EULA (including your use of any Services) whether in contract, tort (including negligence) or otherwise, shall in all circumstances, to the maximum extent permitted by applicable law, be limited to the lesser of the subscription fee paid by the Licensee or £100.This does not apply to the types of loss set out in Clause 9.5.
8.5 Nothing in this EULA shall limit or exclude our liability for:
(a) death or personal injury resulting from our negligence;
(b) fraud or fraudulent misrepresentation; and
any other liability that cannot be excluded or limited by English law.