CEEM Terms of Service for CEEM Enterprise Dashboard Users, CEEM Subscription Service Users, and CEE https://www.ceem.com/privacy-policy/ M API Users in the UK
Thank you for selecting the Services offered by CEEM Partnering Limited and/or its subsidiaries and affiliates (referred to as “CEEM”, “we”, “our”, or “us”). Review these Terms of Service (“Agreement”) thoroughly. This Agreement is a legal agreement between you and CEEM. By accepting electronically (for example, clicking “I Agree”), installing, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then you may not use the Services. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates and subsidiaries to these terms and conditions as its authorised representative, in which case the terms “you” or “your” will refer to such entity and its affiliates and subsidiaries as well as you. If the legal entity that you represent does not agree with these terms and conditions, you must not accept this Agreement, register, and use or access the Services as an authorised representative.
If you are an individual who is accessing or using CEEM services, sites, products, mobile applications, desktop applications, or software collectively, (“Services”) your relationship is with CEEM Partnering Ltd. (referred to as “CEEM”, “we”, “our”, or “us”).
This Agreement describes the terms governing your use of the CEEM Services. It includes by reference:
You must be at least 18 years of age to use our Services. By accessing or using our Services you agree that:
2.1 The Services are protected by copyright, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by CEEM. CEEM reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, CEEM grants to you a personal, limited, nonexclusive, non-transferable right and licence to use the Services.
2.2 You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:
For Services offered on a payment or subscription basis, the following terms apply if you are the User paying for the Services, unless CEEM notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:
or
Use of these Services may be available through a compatible mobile device, the Internet, and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.
CEEM MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:
5.1. Data Processing and Privacy Except as described in Section 5.2: (a) CEEM is the controller of the personal information it processes about you when you use the Services and (b) You acknowledge that CEEM will process your personal information as described in our Privacy Statement when you use our Services.
6.1 You are responsible for your content.
You are responsible for all materials, data, and personal information (“Content”) uploaded, posted or stored through your use of the Services. You grant CEEM a worldwide, royalty-free, non-exclusive licence to host and use any Content provided through your use of the Services. Archive your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. CEEM is not responsible for the Content or data you submit through the Services. You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:
6.2 Community forums.
The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public (“Community Forum”). CEEM does not support and is not responsible for the content in these Community Forums. Please use respect when you interact with other users in a Community Forum. Do not reveal confidential or other information that you do not want to make public. Users may post hypertext links to content of third parties for which CEEM is not responsible.
6.3 CEEM may freely use feedback you provide.
You agree that CEEM may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant CEEM a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free licence to use the feedback you provide to CEEM in any way.
6.4 CEEM may monitor your Content.
CEEM may, but has no obligation to, monitor content on the Services. We may disclose any information necessary to satisfy our legal obligations, protect CEEM or its customers, or operate the Services properly. CEEM, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
7.1 CEEM does not give professional advice.
Unless specifically included with the Services, CEEM is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.
7.2 We may tell you about other CEEM services.
You may be offered other services, products, or promotions by CEEM (other “CEEM Services”). Additional terms and conditions and fees may apply. With some CEEM Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet.
7.3 Communications.
CEEM may be required by law to send you communications about the Services or third party products. You agree that CEEM may send these communications to you via email or by posting them on our websites.
7.4 You will manage your passwords and accept updates.
You are responsible for securely managing your password(s) for the Services and to contact CEEM if you become aware of any unauthorised access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.
8.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CEEM, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY,”SUPPLIERS”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. CEEM AND ITS SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. TO THE EXTENT PERMITTED BY THE APPLICABLE LAWS OF ENGLAND AND WALES ANY IMPLIED WARRANTIES IN RESPECT TO THE SERVICES, SOFTWARE, AND CONTENT ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
8.2 CEEM, AND ITS SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF CEEM, AND ITS SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, CEEM, AND ITS SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET CEEM SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF CEEM AND AND ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF CEEM, ITS SUPPLIERS AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE. NOTWITHSTANDING THE FOREGOING, NO PROVISION OF THIS AGREEMENT SHALL EXCLUDE OR LIMIT LIABILITY TO THE EXTENT THAT SUCH EXCLUSION OR LIMITATION IS PROHIBITED BY THE APPLICABLE LAWS OF ENGLAND AND WALES . CEEM DOES NOT EXCLUDE LIABILITY FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR THE NEGLIGENCE OF ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; (III) ANY OTHER LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED BY CONTRACTUAL AGREEMENT OF THE PARTIES.
You agree to indemnify and hold CEEM and its affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable lawyers’ fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as “Claims”). CEEM reserves the right, in its sole discretion and at its own expense, to assume the exclusive defence and control of any Claims. You agree to reasonably cooperate as requested by CEEM in the defence of any Claims.
CEEM reserves the right to change this Agreement at any time, and the changes will be effective when posted through the Services, on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes.
CEEM may immediately, in its sole discretion and without notice terminate this Agreement or suspend the Services if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect CEEM’s rights to any payments due to it. CEEM may terminate a free account at any time. Sections 2.2, 3 through 16 will survive and remain in effect even if the Agreement is terminated.
You acknowledge that the Services, including the mobile application, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you and your personnel who use the Services are not prohibited from receiving the Services under the laws of England and Wales, the United States or other applicable jurisdiction. For example, you are not on the United Kingdom HM Treasury Financial Sanctions List, or the U.S. Treasury Department’s list of Specially Designated Nationals or are subject to any other similar prohibition. You will not export or re-export any part of the Services, in violation of these laws and regulations, directly or indirectly.
This Agreement will be governed by the laws of England and Wales, without regard to its conflicts of law principles. Notwithstanding the foregoing, you acknowledge that your breach (or an apprehension of breach) of any provisions of this Agreement, or any infringement (or apprehension of infringement) of CEEM’s or its Suppliers’ intellectual property rights may cause CEEM irreparable damage for which recovery of money damages would be inadequate. Accordingly, you agree that CEEM shall be entitled, in addition to any other remedies available to it, to seek (in any court of competent jurisdiction, notwithstanding the previous sentence) any relief (whether equitable or otherwise) to prevent or restrain any such breach or apprehended breach by you or otherwise to protect CEEM’s rights under this Agreement. The parties hereby submit to the exclusive jurisdiction of the courts of England and Wales and you agree that you will procure that any third party making a claim against CEEM arising out of this Agreement shall bring such claim exclusively in the English courts and subject to the limitations and exclusions of liabilities provided for in this Agreement.
CEEM does not represent that the Services and/or content within the Services is appropriate or available for use in all jurisdictions or countries. CEEM prohibits accessing content from within countries or states where such content is illegal. You are responsible for compliance with all applicable laws pertaining to your use and access to the Services in your jurisdiction.
You agree that we may preserve data where and to the extent required for compliance with any order or notice, whether issued to CEEM or to you, and whether issued by any court, tribunal, regulatory authority, arbitral tribunal or any body or authority exercising judicial, quasi-judicial, regulatory, or arbitral power or authority, requiring the preservation of any data, information documents or Content (a “Preservation Order”). To the extent that a Preservation Order has been issued to you, you acknowledge that you are solely responsible for your compliance with it.
Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. In the event of a dispute the parties confirm that they have requested that this Agreement and all related documents be drafted in English.
This Agreement, including the Additional Terms below, is the entire agreement between you and CEEM and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without written approval of CEEM. However, CEEM may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by CEEM or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact CEEM via an email to: [email protected].
May 2019
Your use of the following Services provided by CEEM are subject to the General Terms of Service above and these Additional Terms and Conditions. These Additional Terms and Conditions will prevail over any conflict or inconsistency with the General Terms of Service.
Each of the following products and services are referred to in this Agreement as a “Service” and together as the “Services”:
2.1. Types of Users.
The Services allow the following types of access and user rights: When you initially register for and create an account for a Service, you are, or a party that you authorise is, the administrator (“Administrator”). Administrators may authorise additional individuals to access the Services through the same account (“Additional Users”). The number of Additional Users may be limited based upon the subscription you purchase. Additional Users may include, for example, your employees, assistants, or managers. You may be referred to in this Agreement as “you”, “your”, or “User”, or you may be referred to specifically in your applicable role as an Additional User or an Administrator. With respect to CEDU or each CSSU Account you access, you agree to these terms as an Administrator or an Additional User, as applicable. As any User of the Services, unless otherwise explicitly stated in this Agreement, all of these terms apply to you each time you access the Services.
2.2. For Administrators.
As an Administrator, the following applies to you: Only Administrators may designate another individual as a replacement Administrator. You agree that Additional Users are CEEM customers, but that you are responsible for your Additional Users’ access to the Services. Depending on the types of access rights you grant to Additional Users, Additional Users may be able to delete, copy, or view the Content and data accessible in your account and add charges to the subscription. As Administrator, you are responsible for the access to the Services you grant to Additional Users. If you choose to terminate your access to a Service or delete all of the data in a CEDU account, no one will be able to access such Service or any of the data within such Service. You agree to provide sufficient notice to Additional Users or persons the data is about regarding your desire to terminate access to the Services before taking such actions. A violation of any terms of this Agreement by an Additional User may result in the termination of an Administrator’s or any Additional User’s access to the Services.
2.3. For Additional Users.
As an Additional User, the following applies to you: When you register to access an account for which you are not an Administrator, you understand that you are accessing the Service as an Additional User and you may not have the same level of access or the same rights as an Administrator. Depending on the types of rights you are granted by the Administrator, you may be able to delete, copy, or view other User’s Content and data. Please make sure that you have an agreement with the Administrator about your role and rights. If an Administrator chooses to close or terminate access to a Service, Additional Users will no longer be able to access such Service or any of the Content within such Service. As an Additional User, you understand that if you violate this Agreement, your access to our Services may be terminated, and we retain the right to also terminate access for any other Users of the same account.
3.1. Payment for Services.
The Services are licenced on a monthly or yearly subscription basis to the User that pays for the Service. As the Administrator, you may choose whether you or another User pays for the licence. Please review all of the details of the subscription that you purchase; some subscriptions provide access to one Service and others provide access to more than one Service.
3.2. Subscription Cancellation.
The Administrator may notify us if he or she wants to cancel the subscription prior the beginning of the new subscription period. In the event that CEEM is unable to charge a User’s chosen payment method in accordance with this Agreement, we may terminate this Agreement and access to the Services immediately, without notice. If you stop using the Services, CEEM has fulfilled your subscription term. Fees for the Services are not eligible for any proration of unused subscriptions or refunds, even if access to the Services is cancelled or terminated. After your access to the Services is terminated, you may no longer have access to any of the data or Content in the Services. We suggest you retain your own copies of any data or Content that you may need as CEEM is not responsible for providing you with access to your Content or the Services after any cancellation or termination of this Agreement.
4.1. Trial Version.
If you registered for a trial use of the Services, you will have access to the Services for the specified period of the trial (“Trial Period”). You must decide to subscribe to the Services within the Trial Period in order to retain access to any Content or data provided or created during the Trial Period. If you do not subscribe to the Services by the end of the Trial Period, you will not be able to access or retrieve any of the data or Content you added to or created with the Services during the trial.
4.2. Beta Features.
From time to time, we may include new or updated beta features in the Services (“Beta Features”). Beta Features may have associated fees, which will be disclosed to you at the time you choose to use the Beta Features. We understand that your use of any Beta Feature is voluntary. You understand that once you use a Beta Feature, you may be unable to revert back to a prior non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Feature back to the prior non-beta version. The Beta Features are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. You acknowledge and agree that all use of any Beta Feature is at your sole risk.
5.1. The terms “Controller,” “Processor,” “data subject,” “personal data (also referred to as Personal Information in the Agreement)” and “processing” (and “process“) shall have the meanings given in the Regulation 2016/678 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation).
5.2. Our Role.
5.3. Personal Information.
You represent and warrant to us that:
and
5.4. Public Content.
As a User you may have the opportunity to share your data, Content, or ways in which you aggregate data (“Account Content”) with other Users, other CEEM customers, and other third parties. When sharing any Account Content, you agree not to share any confidential information. If you have the option of accessing another User’s Account Content, you understand and agree that the Account Content is being provided by the User, and not CEEM, for information and guidance purposes only, and CEEM and such User are not responsible in any way for your use of the Account Content.
5.5. Telephone numbers.
You may provide us with your telephone number as part of your customer record or registration or via other methods. You understand and agree that CEEM may use your telephone number for “multi-factor authentication” (“MFA”), to confirm your identity and help protect the security of your account. Part of the MFA identity verification process may involve CEEM sending text messages containing security codes to your telephone number. You agree to receive these texts from CEEM containing security codes as part of the MFA process. In addition, you agree that CEEM may send automated text messages and pre-recorded voice messages to the telephone number you provide for other limited purposes, including: providing you with important critical notices regarding your use of the Services, or fulfilling a request made by you through the Services. Additionally, CEEM may use your telephone number to contact you about special offers or other CEEM or third party products or services unless you opt out of such marketing. With MFA, you also agree and consent to us obtaining and using information from your mobile phone service provider, solely for the purposes of verifying your identity and to compare information you have provided to CEEM (such information may include from your mobile phone service provider account record: your name, address, email, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other mobile phone subscriber details).
6.1. Third Party Products.
By using these Services, you agree that we may market to you or offer you access to products or services from third parties (“Third Party Products”). If you decide to use or access any Third Party Products, you agree that you are solely responsible for your relationship with the provider of the product. CEEM is not affiliated with Third Party Products and does not endorse or recommend any Third Party Products. You agree that the providers of the Third Party Products, and not CEEM, are solely responsible for their own actions or inactions. CEEM is not liable for any damages, claims or liabilities arising out of or related to any Third Party Products. You agree that you will (a) review and comply with all Third Party Product terms and conditions, and (b) not use the Third Party Product in any manner that would infringe or violate the rights of CEEM or any other party or in furtherance of criminal, fraudulent or other unlawful activity.
6.2. Data Transfer Service.
6.3. Data Receipt Service.
6.4. Service Providers.
We may use third parties in the operation of our Services or to perform any of our obligations in this Agreement (each a “Service Provider”). In order for our Service Providers to be able to provide you with certain aspects of the Services, we may share your data or Content with such Service Provider.
We may provide you with the opportunity to communicate with other Users within the Services, or with other third parties through the Services (“Communication Services”). You may choose whether or not you would like to use the Communication Services. You agree that you have received permission to communicate with any third parties who are not Users through the Communication Services, and that such third parties have agreed to CEEM’s use and disclosure of data available in the Communication Services in accordance with this Agreement. Users who you communicate with may have access in the future to the data provided through the Communication Services, and you may not have the ability to restrict that access. CEEM’s systems may extract certain data (e.g., numbers, names, or attachments) from the Communication Services and provide it to you in other parts of the Services.
8.1 If you have a complaint relating to the above Account Information Services you can contact us by email at [email protected]
8.2 If your complaint relates to Account Information Services and we do not resolve it to your satisfaction, you may be able to refer it to the UK Financial Ombudsman Service. You can contact the UK Financial Ombudsman by telephone on: from inside the UK: 0300 123 8123 or 0800 023 4567; from other countries: +44 20 7864 0500 on Monday to Friday, 8am to 8pm and on Saturday 8am to 1pm; by post at The Financial Ombudsman Service, Exchange Tower, London E14 8SR; or by email: [email protected]. The UK Financial Ombudsman Service is also available in a number of different languages and if you need it you will be put in touch with a translator when you contact the UK Financial Ombudsman Service.
In the event of any conflict with any other provision of this Agreement, the provisions of this Section 8 shall prevail as regards the provision of the regulated activity of Account Information Services.
Direct any questions, complaints or claims in writing to: Ceem Partnering Ltd.: 7 Crown Yard, Bedgebury Road, Goudhurst, Cranbrook, Kent, United Kingdom TN17 2QZ (email: [email protected])