JSA Services Limited
Site Terms of Use ("Site Terms")
Access to this Site and Changes
1. Access to and use of the www.jsagroup.co.uk website ("this Site") is provided by us subject to these Site Terms and where applicable the latest version of our client engagement letter in force from time to time (“Client Engagement Letter”). These Site Terms are supplemental to the terms of the Client Engagement Letter, which also apply to your use of this Site and this Site is subject to the same. Your use of any part of this Site particularly your use of any services on this Site constitutes your acceptance of these Site Terms together with the Client Engagement Letter which both take effect on the date on which you first use this Site. If you do not agree with these Site Terms or the terms of the Client Engagement Letter, you should cease using this Site immediately.
2. We recommend that you print out these Site Terms by clicking on the print icon on your browser and keep a copy for future reference or for whenever you use this Site or log on to it.
3. "We" are JSA Services Limited, a company registered in England with registered number 2407547, whose registered address is at JSA House, 110 the Parade Watford WD17 1GB. If you have any comments or suggestions, we would be pleased to receive them at our main address or by e-mail at jsa@jsagroup.co.uk. Alternatively, you may fax us on +44 01923474747
4. "You" or "your" refers to the entity registered on this Site and who (or on whose behalf) any person uses this Site and uses the services specified therein.
5. We reserve the right to change these Site Terms at any time without notice to you by posting changes on-line. You are responsible for regularly reviewing information posted on-line to obtain timely notice of such changes. Your continued use of this Site after changes are posted constitutes your acceptance of the amended Site Terms.
6. You are responsible for bringing these Site Terms to the attention of all persons accessing this Site through your Internet connection.
7. You must not interfere with another person's use of this Site or otherwise act in a way that negatively affects another person's use of this Site.
Disclaimer
8. We provide services on this Site on the basis of the data, information and entries you supply on this Site and so for this reason we cannot be held responsible for the accuracy, completeness, or usefulness of the reports and/or downloadable materials or the actions taken or not taken by you as a consequence of using the services and this Site.
9. You assume sole responsibility for the use, selection and suitability of the services for your needs and objectives and we do not provide any additional warranties or guarantees relating to the services save for that contained below or in the Client Engagement Letter.
10. Whilst we endeavour to ensure that information and materials on this Site (including without limitation details about our services and our articles) are correct, no warranty, guarantee, representation, condition or other term (whether express or implied by statute, common law or otherwise) is given that they are complete, accurate or up-to-date and we do not accept any liability for any errors or omissions.
11. We disclaim all liability for:
11.1 any incompatibility of this Site with any of your equipment, software, hardware or telecommunications links;
11.2 any technical problems including errors or interruptions of this Site; and
11.3 any inadequacy of this Site to meet your requirements.
12. This Site is provided on an "as is" and "as available" basis and no warranty, guarantee, representation, condition or other term (whether express or implied by statute, common law or otherwise) is given that it is complete, accurate or up-to-date and we do not accept any liability for any errors or omissions.
Our supply of products or services
13. Supplies of our services referred to on this Site shall be governed by the Client Engagement Letter applicable to the supply of those services. A copy of the Client Engagement Letter is available from us and you will be bound by them when you log onto this Site. We can send you copies if you email, [telephone, fax or post] us using the contact details set out at the end of these Site Terms
Usernames
14. To use our online services, you may be required to log on to this Site in which case, we will give you a user name and password and you must use these to log on to the Site. When accessing our services, you must follow the instructions on this Site.
15. We may assume that any person who reasonably holds themselves out as being your authorised representative, shall be entitled to use the services on this Site on your behalf. You must ensure that your entries, data and information on this Site are true, current, complete and accurate in all respects.
16. You and authorised representatives are responsible for putting in place appropriate technical and administrative controls to ensure the safekeeping of usernames and passwords and maintaining the confidentiality of the same.
17. You agree to notify us immediately of any unauthorised use of your username and password or other breach of security of which you become aware. You agree to indemnify us against all losses or damages that we suffer as a result of any access or use of this Site obtained via your password and/or username.
18. Please remember to sign out of your area of this Site at the end of a session and close your browser window when you have finished your work. This is to ensure that others cannot access your information and correspondence if you share a computer with someone else.
19. You agree not to impersonate any other person or to use a false name or a name you are not authorised to use and/or other information which you know to be false. We shall be entitled to assume that any acts or dealings made through this Site where a valid username and password have been entered are made by you or your authorised representative to whom a username and password has been disclosed.
20. If you forget your respective passwords, we will re-send them to you by email if you contact us on clientsupport@jsagroup.co.uk. If you experience difficulty logging on repeatedly or other log-on failures of a continuous nature and such failure is not related to your equipment, software, hardware or telecommunications links or any technical problems including errors or interruptions of the Internet or this Site, please contact us on clientsupport@jsagroup.co.uk and in line with the Client Engagement Letter, we will use reasonable commercial endeavours to provide the services to you using an alternative method such as post, email or fax as appropriate as soon as is reasonably practicable.
21. On logging onto this Site, you are deemed to make a statement that you will conform to these Site Terms, the Privacy Policy, Copyright Notice and the user instructions of this Site. We reserve the right to decline your use of this Site at our sole discretion.
Restrictions
22. You must:
22.1 use this Site in accordance with our instructions and the latest version of these Site Terms that are current at that time of such use;
22.2 use this Site for lawful purposes and in a lawful manner;
22.3 not upload or transmit or introduce anything designed to interfere with, interrupt or disrupt the normal operating procedures of this Site;
22.4 not upload or transmit through this Site any material which is defamatory, offensive or of an obscene or menacing character or which in our judgement may cause annoyance, inconvenience or anxiety to any person or which is strictly forbidden and can result you or your authorised representative being prevented from accessing in the future, any area of this Site. We reserve the right to remove any information that you transmit, post or download at our sole discretion without notifying you;
22.5 keep this Site free of spam, viruses, spy ware and other unauthorised items by installing and keeping updated an effective anti-virus program on the computer used to access this Site. Should we detect that the computer being used by you or your authorised representative or other user is compromising this Site and other users we reserve the right to immediately withdraw access to this Site by you or any other person in your organisation;
22.6 not use this Site in any way which involves your use, delivery or transmission of any viruses, unsolicited e-mails, trojan horses, trap doors, back doors, easter eggs, worms, time bombs, cancelbots or computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and
22.7 keep a back-up copy of any information you use for this Site or enter into it and keep a back-up copy of any reports or time sheets you download from this Site
23. You shall fully and promptly indemnify us against all damages, proceedings, claims, demands, liabilities, losses, charges, costs and expenses which we may suffer or incur as a result (direct or indirect) of any breach by you of any obligation on you under these Site Terms or any other terms and conditions or privacy policy governing this Site.
Intellectual Property Rights and Licence
24. You acknowledge that the legal and beneficial interest in Intellectual Property Rights relating to, or developed by us or our suppliers in connection with our services and this Site belong to us or our licensors. This includes without limitation all Intellectual Property Rights in any materials you download but does not include any information that you supply to us on this Site. You will not alter, deface or remove in any manner any trademark, logo, symbol or name attached or affixed to any materials downloaded from this Site.
25. We grant to you a non-exclusive, perpetual, non-transferable licence to use our services and to download authorised materials from this Site and the Intellectual Property Rights therein following your receipt of the relevant service. This licence is subject to the following restrictions:
25.1 you may only use such materials and the Intellectual Property Rights therein for your own internal business purposes; and
25.2 you may save them to your local hard drive, make a limited number of additional copies for archiving or back-up purposes, but shall not share such copies with any unauthorised people nor over a network in which unauthorised people may have access outside your organisation; and
25.3 you may not, without our prior written consent, make available, retransmit, disseminate, sell, license, distribute, publish, broadcast or otherwise circulate such materials that we make available to you to any other person external to your business (save for your professional advisers or regulatory bodies who need to see it).
Availability of This Site, Security and Accuracy
26. Whilst we endeavour to make this Site available 24 hours a day, we will not be liable if for any reason this Site is unavailable at any time or for any period. We make no warranty that your access to this Site will be uninterrupted, timely or error-free. Due to the nature of the Internet, this cannot be guaranteed. In addition, we may occasionally need to carry out repairs, maintenance or introduce new facilities and functions and that it may be necessary for access to some or all of this Site to be temporarily suspended. We shall use reasonable endeavours to ensure maintenance is carried out with as little disruption as reasonably practicable to the ability of browsers to access this Site. We shall, in any event, be entitled to suspend, restrict or terminate access to this Site or to modify any part of this Site for any reason at any time
27. Access to this Site may be suspended or withdrawn to or from you personally or all users temporarily or permanently at any time and without notice. We may also impose restrictions on the length and manner of usage of any part of this Site for any reason. If we impose restrictions on you personally, you must not attempt to use this Site under any other name or user.
28. To use the services on this Site and to access this Site, you will need to make all arrangements that will allow you to access this Site and the Internet (including without limitation obtaining the equipment and paying for telephony and other telecommunication links and to download the information you require from this Site.
29. We do not warrant that this Site will be compatible with all hardware and software which you may use. Although we may put in place security measures for your protection, we shall not be liable for damage to, or viruses or other code that may affect, any computer equipment, software, data or other property as a result of your access to or use of this Site or your obtaining any material from, or as a result of using, this Site. We shall also not be liable for the actions of third parties in breaching any security measures.
30. We may change or update this Site and anything described in it without notice to you.
31. The contents of this Site are intended for convenience only. Nothing on this Site shall constitute advice specific to your circumstances or a recommendation. We do not suggest that any product or service mentioned on this Site is either available to you or complies with laws outside of England.
32. We are committed to the security of your information, which you submit to us. This Site uses industry standard up to 128 BIT encryption – dependant on browser settings. However, you are reminded that the Internet is an open environment and therefore we cannot guarantee that your information will be 100% secure while it is uploaded on this Site.
33. You will comply with all reasonable instructions issued by us from time to time relating to use of this Site (including without limitation the Privacy Policy, Copyright Notice and any additional terms and conditions posted on this Site).
34. You shall ensure that your employees, agents and contractors comply with your obligations under these provisions. You agree to indemnify us against all liabilities, claims, losses, damages, demands, charges, costs, and expenses (including without limitation legal expenses) that we may suffer or incur as a result of any breach of your obligations in paragraphs 8-12, 22, 25 and 24.
Termination
35. If you breach or permit a breach of the terms of the licence granted to you in these Site Terms or the terms of the Client Engagement Letter or fail to pay any of our invoices on the due date we may give you written notice immediately terminating the licence and ending your right to log on to this Site. You acknowledge that such a breach may cause us irreparable harm in respect of which it may be difficult for us to ascertain financial loss. Accordingly, in addition to any other rights that we have, you acknowledge that we shall be entitled to seek injunctive relief in respect of such breach.
36. Immediately following termination you shall cease using any user name and password in relation to this Site, if we so require.
37. This Site may include functionality that will render it in-operable by you upon expiration or termination of your licence and/or when we have completed the provision of the services to you.
38. Termination of these Site Terms will be without prejudice to any other rights or remedies which you or we may be entitled to under these Site Terms or at law and will not affect any accrued rights or liabilities of either you or us nor the coming into force or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after termination.
Confidentiality
39. Neither party ("the receiving party") shall at any time whether before or after the termination of these Site Terms except as required to perform its respective rights and obligations under these Site Terms, use, copy, adapt, alter, disclose or part with possession of any information or data of or about the other ("the disclosing party") which is disclosed or otherwise comes into the receiving party's possession directly or indirectly as a result of these Site Terms all of which information shall be deemed to be of a confidential nature whether marked confidential or not ("Confidential Information"). This obligation shall not apply to Confidential Information:
39.1 which the receiving party can prove was in its possession at the date it was received or obtained; or
39.2 which the receiving party obtains from some person with good legal title thereto other than from or on behalf of the disclosing party; or
39.3 which comes into the public domain otherwise than through the default or negligence of the receiving party; or
39.4 which is independently developed by or for the receiving party; or
39.5 which is required to be disclosed to the extent required by law, court order or a governmental agency.
40. You acknowledge that our provision of the services may involve the disclosure to you of processes, operations and set-ups that contain proprietary information and Confidential Information ("Trade Secrets"). Notwithstanding the obligations of confidentiality on you under paragraph 39 above, you agree that, unless expressly permitted in writing by us, you will not use such Trade Secrets for your own purposes or provide or otherwise disclose or make any such Trade Secrets available for any reason to any other person, firm, company or organisation.
41. You shall ensure that your employees, agents and sub-contractors who have, or may have, access to our Confidential Information are bound by an undertaking in substantially the same terms as those placed on you under this Agreement.
42. These obligations of confidentiality shall continue after termination of this Agreement.
Our liability to you
43. We do not exclude or limit our liability for:
43.1 death or personal injury caused by our negligence; or
43.2 our fraudulent misrepresentation, misrepresentation as to a fundamental matter, or to any other representations that it would be unreasonable in law to exclude; or
43.3 our breach of the obligations implied by Section 12 Sale of Goods Act 1979 or Section 2 Supply of Goods and Services Act 1982; or
43.4 any other liability which cannot be excluded or limited by applicable law.
44. Subject to the rest of these Site Terms and the Client Engagement Letter, and to the extent possible by law or otherwise, in all cases other than in respect of the products or services we supply for a fee, we shall not be liable for any: a) indirect or consequential losses, damages, costs or expenses; b) loss of actual or anticipated profits; c) loss of use of money; d) loss of revenue; e) loss of goodwill; f) loss of reputation; g) loss of business or contracts; h) loss of operation time; i) loss of opportunity; or j) loss of or damage to data; suffered by any user of this Site whether or not such losses were reasonably foreseeable or we had been advised of the possibility of you incurring such losses, arising from the use of or inability to use this Site, or any material contained in it or accessible from it, or from any action or decision taken as a result of using this Site or any such material. For the avoidance of doubt, this paragraph 44 applies whether such losses are direct, indirect, consequential or otherwise.
Intellectual Property Rights and Indemnities
45. Subject to the Client Engagement Letter, we shall indemnify you against any and all costs, expenses, liabilities and losses reasonably incurred by you if a court of competent jurisdiction finds that your proper use of our services online infringes the Intellectual Property Rights of any third party subject to you:
45.1 notifying us promptly of such claim and in any case within 30 days of receiving notice of it;
45.2 making no admission of liability without our prior written consent;
45.3 allowing us and our licensors to conduct and to settle all negotiations and litigation arising from such claim,
45.4 accepting that all costs incurred and recovered in such negotiations and litigation to be for our account only; and
45.5 giving us, at our request, all reasonable assistance with such negotiations or litigation, with your reasonable out-of-pocket expenses to be borne by us.
46. The indemnity in Clause 45 shall not extend to any claim insofar as the same arises due to the use of our services or this Site in breach of the Site Terms or in combination with any software, material, equipment, products or devices not supplied by us or due to modification of this Site or the services by anyone other than us.
47. Notwithstanding the Client Engagement Letter, the above sets out our entire liability to you in respect of any infringement of the Intellectual Property Rights of any third party in relation to our online services.
48. You shall at all times indemnify us against any and all costs, expenses, liabilities and losses reasonably incurred by us in respect of any infringement of any Intellectual Property Rights of a third party arising from our use of your information or data and responses submitted in this Site to obtain our services on this Site.
49. If an infringement, threatened infringement or claim occurs in relation to this Site, the Product or the Service, or if we consider that such a claim is likely to occur we shall have the right at our sole discretion to either:
49.1 replace or modify this Site or the services to make it non-infringing and find an alternative method to provide the services to you; or
49.2 terminate provision of the services to you.
Trade Marks
50. The JSA Group names and logos and all other brands, names, logos, marks and slogans on this Site are the trade marks or service marks of us or our licensors.
Third Party Websites
51. Although we have sought to carefully select any site to which a link from this Site exists, we have no control over and accept no responsibility for the content of such linked sites. The links are provided “as is” with no warranty, guarantee, representation, condition or other term (whether express or implied by statute, common law or otherwise) for the information provided within such sites.
52. You must not without our permission frame any of this Site onto your own or another person's website.
53. You are not permitted to provide a link from your website to the home page of this Site without our permission. If we find any such link, we reserve the right to ask you to remove it immediately or we may remove it immediately.
Copyright notice and Privacy Policy
54. You agree to be bound by the Copyright Notice and Privacy Policy currently in force.
Severability
55. If any of these Site Terms should be determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these Site Terms are intended to be effective, then to the extent and within the jurisdiction which that term is illegal, invalid or unenforceable, it shall be severed and deleted and the remaining Site Terms shall survive, remain in full force and effect and continue to be binding and enforceable.
Contacting us
56. If you want to contact us for any reason, please contact us by e-mail at jsa@jsagroup.co.uk, by telephone at +44 01923 257200, by fax at +44 01923 47 4747]or by post at the address above.
English law and jurisdiction
57. These Site Terms shall be governed by and construed in accordance with English law. You submit to the non-exclusive jurisdiction of the English courts to settle any dispute which may arise under these Site Terms. We shall also have the right to bring a claim against you in the jurisdiction in which you are based.