Prosure360 Terms of Use

    1. INTRODUCTION
      1. William Martin Compliance Limited (company number 05277497) provides an online contractor checking service portal known as “Prosure360” (Prosure360). Prosure360 is made available to the employees, agents and independent contractors who are authorised by those businesses who have contracted with us to use Prosure360 (Authorised Users). Use of Prosure360 is in accordance with these terms of use, our terms and conditions for access to Prosure360 (available at prosure360.co.uk or such other website as notified to you by us from time to time) (T&Cs) and any other documents referred to in the T&Cs.
      2. By using Prosure360, you confirm that you are an Authorised User for the purposes of these terms of use.
      3. These terms of use and our T&Cs (including any other documents referred to in them) set out the basis on which you and the Authorised Users may use Prosure360.
      4. By using Prosure360, you confirm that you accept these terms of use and that you agree to comply with them. If you do not agree to these terms of use, you must not use Prosure360.
      5. We may amend these terms of use in our sole and absolute discretion from time to time.

       

  2. PORTAL
    1. Subject to you complying with these terms of use and the T&Cs we grant you a non-exclusive, non-transferable licence for the duration of the Subscription Term (as defined in the T&Cs) to use Prosure360 solely for your internal business operations.
    2. You shall be responsible for responding to all third party requests concerning the use of Prosure360 by you.
    3. From time to time we may:
      1. modify Prosure360 by issuing updates; and
      2. make new features, functionality, applications or tools available in respect of Prosure360 and your use of such may be subject to you accepting further terms and conditions.
    4. The right for you to use Prosure360 may be terminated in accordance with the provisions of the T&Cs and/or withdrawn by us at any time.
    5. You are responsible for ensuring that your use of Prosure360 is in accordance with all applicable laws, statutes, regulations and codes from time to time.
    6. The content on Prosure360 is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on Prosure360.
    7. Where Prosure360 contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources.
    8. Although we make reasonable efforts to update the information on Prosure360, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up-to-date.

     

  3. UPLOADING CONTENT TO THE PORTAL
    1. We may, from time to time, make features available on Prosure360 which allows you to upload content to Prosure360 or to make contact with other users of Prosure360 (Contributions). Whenever you make use of such a feature, you must comply with the spirit and letter of the content standards set out below.
    2. Contributions must:
      1. be accurate (where they state facts);
      2. be genuinely held (where they state opinions); and
      3. comply with applicable law in the UK and in any country from which they are posted.
    3. Contributions must not:
      1. contain any material which is defamatory of any person;
      2. contain any material which is obscene, offensive, hateful or inflammatory;
      3. promote sexually explicit material;
      4. promote violence;
      5. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
      6. infringe any copyright, database right or trade mark of any other person;
      7. be likely to deceive any person;
      8. be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
      9. promote any illegal activity;
      10. be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;
      11. be likely to harass, upset, embarrass, alarm or annoy any other person;
      12. be used to impersonate any person, or to misrepresent your identity or affiliation with any person;
      13. give the impression that they emanate from us, if this is not the case; and
      14. advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
    4. Any Contributions you upload to Prosure360 will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your Contributions, but you are required to grant us and other users of Prosure360 a limited licence to use, store and copy that Contribution and to distribute and make it available to third parties.
    5. We also have the right to disclose your identity to any third party who is claiming that any Contributions posted or uploaded by you to Prosure360 constitutes a violation of their intellectual property rights or of their right to privacy.
    6. We will not be responsible, or liable to any third party, for the content or accuracy of any Contributions posted by you or any other user of Prosure360.
    7. We have the right to remove any posting you make on Prosure360 if, in our opinion, your post does not comply with the content standards set out above.
    8. The views expressed by other users on Prosure360 do not represent our views or values.
    9. You are solely responsible for securing and backing up your Contributions and content.
    10. Prosure360 may include information and materials uploaded by other users of Prosure360. This information and these materials have not been verified or approved by us. The views expressed by other users on Prosure360 do not represent our views or values.

     

  4. BREACH OF THESE TERMS OF USE
    1. When we consider that a breach of these terms of use has occurred, we may take such action as we deem appropriate.
    2. Failure to comply may result in us taking including, but not limited to, all or any of the following actions:
      1. immediate, temporary or permanent withdrawal of your right to use Prosure360;
      2. immediate, temporary or permanent removal of any Contribution uploaded by you to Prosure360;
      3. issue of a warning to you;
      4. legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
      5. further legal action against you; and
      6. disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.

     

  5. LIMITATION OF LIABILITY
    1. Nothing in these terms of use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
    2. Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any goods or services to you, which will be set out in the terms and conditions of supply provided to you separately at or before the time of sale.
    3. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of Prosure360 or to your downloading of any content on it (including, but not limited to any Contributions), or on any website linked to it.
    4. Prosure360 is a general tool. Accuracy of Prosure360 and any Contributions are not guaranteed and the information provided by it is for illustrative purposes only. You accept sole responsibility for the suitability of the results obtained from Prosure360 and the Contributions. We will not be liable for any decisions taken by you based on any output from Prosure360 or for any loss suffered by you which may be attributable to reliance on and use of Prosure360 and/or any Contributions.
    5. To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to Prosure360 or any content on it (including, but not limited to, any Contributions), whether express or implied.
    6. We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with use of or inability to use Prosure360.
    7. In particular, we will not be liable for:
      1. loss of anticipated savings;
      2. loss of profits or revenue;
      3. loss of sales or business;
      4. loss of agreements or contracts;
      5. loss of business opportunity;
      6. loss of or damage to goodwill or reputation;
      7. loss or corruption of data, software or information; and/or
      8. any indirect or consequential loss or damage.

     

  6. PERSONAL DATA
    1. Our Privacy Policy www.prosuer360.co.uk/privacy_policy sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using Prosure360, you consent to such processing and you warrant that all data provided by you is accurate.<

     

  7.  INDEMNITY
    1. You will indemnify us against and covenant to pay us, an amount equal to all:
      1. losses (including but not limited to all direct, indirect and consequential losses), liabilities, costs, damages and expenses that we or any of our subsidiaries or holding companies (and subsidiaries and holding companies of those companies) (Affiliates) do or will incur or suffer; and
      2. claims or proceedings made or brought or threatened against us or any of our Affiliates by any person and all losses, liabilities or costs (on a full indemnity basis), damages and expenses that we or any of our Affiliates do or will incur or suffer as a result of defending or settling any such actual or threatened claims or proceedings, in each case arising out of or in connection with breach of this policy by your use of Prosure360.
    2. We will not be under any obligation to mitigate, or procure the mitigation of, any of the losses, liabilities, costs, damages and expenses to which the indemnity in clause 7.1 applies.

     

  8. INTELLECTUAL PROPERTY
    1. The person who uploads a Contribution (or that person’s licensors) shall own all intellectual property rights in and to all of the content uploaded to Prosure360 and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of such content.
    2. You hereby grant to us a non-exclusive, non-transferable right to all content uploaded by you on Prosure360 (including Contributions) for the sole purpose of enabling us to provide Prosure360 in accordance with these terms of use.

     

  9. APPLICABLE LAW
    1. These terms of use, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.