Assessor Licence Terms

PLEASE READ THESE TERMS AND CONDITIONS BEFORE REGISTERING FOR YOUR ASSESSOR LICENCE. YOUR REGISTRATION SIGNIFIES THAT YOU ACCEPT THESE TERMS AND CONDITIONS AND THE LEGAL RIGHTS AND OBLIGATIONS THEY CREATE.

This is a legal licence agreement between You (defined below) and Dimension 85 Limited. Acceptance of the terms entitles You to access Assessor online consulting services. The Service is as described on the Dimension 85 website (http://dimension85.com/).

Licence terms date:19/05/2012

1.Definitions:

1. “Assessor” means the online base-lining and assessment software service provided by Dimension 85.
2. “Licence” means these standard terms and conditions, a copy of which can be found at which can be found at http://dimension85.com/EN/assessor-terms.html.
3. “Service” means the delivery of the online service, Assessor, from a web host-based environment for access by licensors of the Assessor.
4. “Brand” means Dimension 85’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand markings and features.
5. “Dimension 85” means Dimension 85 Limited. Incorporated under the Companies Act 1985 and subject to the laws of England, company number 6891295 registered office is at 2nd Floor, 145-157 St John Street, London EC1V 4PY London.
6. “Data Centre” means a physical computing facility.
7. “IP” means intellectual property.
8. "You" means the company who registers the licence.

2.Licence:

1. A renewable Licence is granted on an annual basis allowing You to access and use the services provided by Assessor.
2. A Licence is granted for 365 days, even if purchased in a leap year. The last day of the Licence is known as the Termination Date.
3. Each Licence applies to the access and use of the Assessor for processing on a single Data Centre.
4. A Licence is accessible by a primary subscriber who is assigned at purchase. The primary subscriber will maintain the administration of the licence, access to and use of the Assessor and receive all communication using their registered email address.
5. Additional subscribers connections must be purchased and can be added by the primary subscriber.
6. A Licence is only valid if paid for and there are no outstanding monies due to Dimension 85 for the Assessor Licence.
7. A Licence automatically terminates at 23:59 GMT on its last day. Licences must operate concurrently to maintain access to Assessor services and data stored within its storage repositories. In the event that a Licence is not renewed immediately, concurrency of service can be maintained by payment for the time period of the lapsed Licence period.
8. Online and offline sign up and payment is an application by You to licence the Assessor for the agreed licence period. Dimension 85 reserves the absolute right not to accept your application and refund all monies paid as defined below in Payment.
9. We may modify any of the terms and conditions contained in this Licence, at any time and in our sole discretion, by posting a change notice or a new agreement on the Dimension 85 website.

3.Service Availability:

1. Normal Service Hours are Midnight Monday (00:00) to Saturday Night (23:59) GMT.
2. Maintenance Service Hours are Midnight Sunday (00:00) to Sunday Night (23:59) GMT. During Maintenance Service Hours, Assessor may be unavailable and removed from service without notification.
3. Service is warranted at 99.9% against normal hours of operation.
4. Service is warranted only for client usage on a client platform approved and notified in the support matrix as defined http://dimension85.com/EN/assessor-technical-specification.html.
5. All services and communications provided on this licence, including the delivery of the Assessor service and its documentation will be conducted in the English language.

4.Payment:

1. Payment in full is due prior to issuing of the Licence.
2. Payment can be made through any of the accepted methods of payment, either online or offline.
3. Payment does not infer acceptance by Dimension 85 that the Licence will be issued and in the event that a Licence is not issued, or revoked payment will be returned within seven working days of the initial payment date.
4. Except for repayment on non-acceptance of Licence application by Dimension 85, Licence payment is for a single calendar year and once purchased is unable to be refunded.

5.Your Responsibilities:

1. You are solely responsible for all information that You create and store using Assessor.
2. All information that You create and store using Assessor remains your IP.
3. Dimension 85 is not responsible for anything related to the content or operation of your IP.
4. Dimension 85 reserves the right to investigate, in its absolute discretion, any activity that may violate this Licence, including any use of any unauthorised software application to access Assessor in any activity prohibited by this Licence. You shall cooperate with any such investigation in good faith.
5. You are responsible for the security and maintenance of your password, user ID information, contact information and any other information used for communication, information access and security. If requested Dimension 85 will provide said information to the appropriate authorised source as defined in your profile in Assessor’s information base.
6. You shall not, and shall not authorise or encourage any third party to engage in any action or practice that, in Dimension 85’s reasonable opinion, reflects poorly on Dimension 85 or otherwise disparages or devalues Dimension 85’s reputation or goodwill.

6.Confidentiality:

1. All IP and confidential information, including copyrighted IP, appertaining to Assessor is solely owned and remains solely owned by Dimension 85 both within and outside of this Licence.
2. Dimension 85 confidential information does not include information that has become publicly known through no breach by You or Dimension 85.
3. All IP and confidential information appertaining to You is solely owned and remains solely owned by You both within and outside of this Licence.
4. You consent to our collecting and storing any necessary personal information about you, in accordance with the Data Protection Act 1998, in order to make available the Licence and manage your involvement with the Assessor.
5. Save as permitted by law, You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Assessor, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the proprietary information related thereto.

7.Warranty and Guarantee:

1. Dimension 85 gives no warranty regarding the Assessor, its features, functions or proposed benefits.
2. Dimension 85 gives no guarantee that the Assessor will always be available. Down time may be caused by outages to any public Internet backbones, networks or servers failures of your equipment, systems or local access services or for previously scheduled maintenance or in consequence of events beyond Dimension 85’s control.

8.Disclaimer:

1. The terms of this Licence are in lieu if all other conditions, warranties or other terms concerning the supply or purported supply of, failure to supply or delay in supplying services provided by Dimension 85 under this Licence, which might, but for this clause, have effect between You and Dimension 85 or otherwise be incorporated or implied into this Licence or any other collateral contract, whether by statute, common law or otherwise, all of which are excluded from this Licence (including any implied conditions, warranties or other terms as to satisfactory quality and fitness for purpose).

9.Limitations of Liability:

1. Dimension 85 will not be liable for any indirect, special or consequential damages, or any loss of revenue, profits or data, loss of the use of money, loss of business, loss of opportunity, loss of goodwill, loss of reputation, loss of, damage to or corruption of data, any indirect or consequential loss or damage howsoever caused arising from operations conducted under this Licence or use of Assessor, even if we have been advised of the possibility of such damages.
2. Our aggregate liability arising with respect to this Licence will not exceed 1/12th of the total current annual Licence fee.
3. Nothing in this Agreement shall exclude or limit the liability of either party for the tort of deceit, death or personal injury, breach of any implied condition as to title or quiet enjoyment, or anything which cannot be excluded or limited by law.
4. Each party acknowledges that the other has entered into this Licence relying on the limitations and exclusions of liability stated herein and that those limitations are an essential basis of the bargain between the parties.
5. Without limiting the foregoing and except in respect of any payment obligations, neither party shall have any liability for any failure or delay resulting from a Force Majeure Event. You agree to indemnify, defend and hold Dimension 85, its directors, officers, employees, and applicable third parties harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought arising out of, related to or which may arise from your participation and use of Assessor or any of its associated software and/or your breach of any term of this Licence.

10.Termination:

1. At any time, you may stop using Assessor and the Licence will automatically terminate on it’s termination date, unless renewed using the formal Licence renewal processes available within Assessor.
2. Dimension 85 may, at any time, suspend or terminate the Licence in the event of material breach of the terms of this Licence.
3. Upon termination of this Licence, You may apply for, and will receive, a copy of all data stored under your Licence prior to it’s deletion from the Assessor. All data will be delivered by email and in the format most appropriate to its type. Best endeavours to respond to this request will be provided.

11.General:

1. Use of Dimension 85’s Brand is not permissible unless previously authorised in writing by Dimension 85.
2. All communication will be made “in writing” using email unless otherwise expressly stated.
3. Any reference to a discretion to be exercised by Dimension 85 is reference to an absolute discretion, which is not subject to challenge by or explanation to You.
4. This Licence represents the entire terms agreed between the parties in relation to its subject matter and supersedes all previous contracts, representations or arrangements of any kind between the parties relating to its subject matter.
5. The rights and remedies contained in this Licence are cumulative and not exclusive of any rights or remedies provided by law.
6. This Licence shall not be construed as creating a partnership or joint venture of any kind between You and Dimension 85.
7. You may not resell, assign, or transfer any of your rights assigned in this licence agreement. Any breach of this condition may result in the termination of this Licence, without liability to Dimension 85 and without notice.
8. Assignment of this Licence, by operation of law or otherwise, without our prior written consent is not permitted. Subject to that restriction, this Licence will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Licence will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Licence.
9. These Terms and Conditions, as amended from time to time in accordance with this Licence and we recommend that you secure a copy as we only maintain the latest version of our terms and conditions on our website.
10. This Licence will be governed by the laws of the United Kingdom without reference to rules governing choice of laws. Any action relating to this Licence must be brought in a court located in the United Kingdom, and you irrevocably consent to the jurisdiction of such a court.