Terms & Conditions Of Service
1.1. These terms (the User Terms) form a binding legal agreement between you and FIELDMOTION Ltd whose registered office is at Unit 4A, 75 Belfast Road, Newry, Co. Down BT34 1QH Northern Ireland, company registration number NI615414 (we, us, our) and relate to how you may use the FIELDMOTION software application (App) and our website at www.fieldmotion.com (the Site) and together with the App and any other related software and services provided by us (FIELDMOTION) to you.
By accepting these User Terms you agree to be bound by their effect. If you are using FIELDMOTION during the course of your employment, you are nevertheless bound as an individual by these User Terms.
2. ACCEPTING THE USER TERMS
2.1. You can accept the User Terms by:
- 2.1.1. clicking to accept or agree to the User Terms, where this option is made available to you by us
in the user interface provided to you;
- 2.1.2. placing an order to subscribe to FIELDMOTION by completing an order form; or
- 2.1.3. by actually using FIELDMOTION. In this case, you understand and agree that we will treat your use of
FIELDMOTION as acceptance of the User Terms from that point onwards.
3. USE OF FIELDMOTION BY YOU
3.1. In consideration of the fulfilment by you of the obligations imposed on you by these User Terms we grant you a non-exclusive, non-assignable, non-transferable non-sub licensable licence for the duration of the agreement created by these User Terms to use FIELDMOTION solely and strictly for your own use.
3.2. You agree not to access or copy (or attempt to access or copy) any part of FIELDMOTION by any means other than through the interface that is provided by us. You specifically agree not to access (or attempt to access) any part of FIELDMOTION through any automated means, including use of scripts, robots, spiders, scrapers or web crawlers.
3.3. You agree that you will not
- (a) take any action that imposes, or may impose (In each case in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
- (b) copy, duplicate, reproduce, rent, lease, loan, sell, trade, resell, modify, create derivative works, distribute or publicly display any part or component of FIELDMOTION without prior written consent from us and any third party determined by us as appropriate;
- (c) interfere or attempt to interfere with the proper working of FIELDMOTION or any activities conducted via FIELDMOTION;
- (d) bypass any measures we may use to prevent or restrict access to FIELDMOTION;and
- (e) attempt to reverse engineer, decompile or otherwise seek to obtain access to the source code in FIELDMOTION.
3.4. You agree that you will not engage in any activity that interferes with or disrupts FIELDMOTION, or the servers and networks which are connected to FIELDMOTION.
- 4.1.1. FIELDMOTION allows users access to online forms to input and monitor information (Online Form System). Payment is made through our subscription based model per user, granting the user access to all of Fieldmotion’s functionality and the ability to build (with Fieldmotion’s assistance) multiple online forms (Subscription).
- 4.1.2. Subscription and overage costs are deducted from the direct debit/invoice associated with your
account at the beginning of each month.
- 4.2.1. In the event that you fail to make any payment when due, we may in our sole discretion suspend your use of FIELDMOTION until paid for in full. In the event that no payment is made within 14 days of the due date, we may in our sole discretion terminate your use of FIELDMOTION. In either event FIELDMOTION will be unavailable to you: In the event that you require access to the data you have uploaded, you must contact us.
- 4.2.2. Monies that remain outstanding by the due date will incur a late payment interest rate of 2% above the prevailing Bank of England’s base rate on the outstanding balance until such times as the payment is made in full.
- 4.2.3. We reserve the right to seek recovery of any monies remaining unpaid sixty days from the date of invoice via collection agencies and/or through small claims court. In such cases you will be liable for any and all additional administrative and/or court costs.
4.3. Fair Use
4.3.1. We have a ‘Fair Use Policy’ per user. If this is exceeded we will seek reimbursement from you or (at our sole discretion) terminate access to FIELDMOTION in the case of frequent abuse. Should FIELDMOTION determine that users exceed the fair use policy, they shall be charged an extra user subscription cost in relation to that excess (or where relevant the cost of the amount of extra users required to fail within the Fair User per user.) FIELDMOTION recommend that if you feel you are going to exceed the Fair Use Policy you should contact us to discuss, and if you are a large user we can negotiate a subscription price appropriate to your usage.
5. USER CONTENT
5.1. You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any content that you create, upload, transmit or display while using FIELDMOTION (any and all such content User Content) and for the consequences of your actions (including any loss or damage which we or any third party may suffer) by doing so.
5.2. By submitting, posting or displaying User Content you give us a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to use any User Content for the purposes of the proper provision of FIELDMOTION. For the avoidance of doubt, you and/your licensors retain ownership of all intellectual property rights in any User Content.
5.3. By uploading any User Content to FIELDMOTION you warrant and represent that:
- 5.3.1. you have all the rights, power and authority necessary to grant the license at clause 5.2;
- 5.3.2. you have the lawful right to upload, reproduce and distribute such User Content;
- 5.3.3. any User Content you upload, post or otherwise transmit or display while using FIELDMOTION
- 18.104.22.168. be misleading, harmful, threatening, abusive, harassing, defamatory, offensive, violent,
obscene, pornographic, vulgar, libellous, racially, ethnically, religiously or otherwise objectionable;
- 22.214.171.124. constitute unauthorised disclosure of personal or confidential Information;
- 126.96.36.199. violate the rights of any party (including but not limited to any patent, trade mark, trade secret, publicity right, privacy right, copyright or other intellectual property) or otherwise create liability or violate any local, state, national or international law;
- 188.8.131.52. contain viruses, trojan horses, worms, corrupted files or code, programs designed to impede or destroy the functionality of any computer software or hardware; spyware and malware designed for phishing or with a view to compromise the data security and integrity, and obtain sensitive personal or financial information; or
- 184.108.40.206. constitute or encourage a criminal offence.
- 220.127.116.11. be misleading, harmful, threatening, abusive, harassing, defamatory, offensive, violent,
5.4. You shall indemnify us, without limitation and upon demand, against any cost, damages or expenses (including reasonable legal expenses) that may be incurred by us either
- (a) as a result of any breach by you of the warranties detailed in clause
- (b) in respect of any claim or action against us or any 3rd party that the use of any User Content infringes intellectual property rights or is otherwise unlawful or objectionable.
6. CUSTOMER SUPPORT SERVICES
6.1. FIELDMOTION offers support as part of its Subscription and this support is FREE to all users. Support is provided through the ticket system which is operated at Standard Business Times: 8.30 AM – 5.30 PM GMT.
6.2. In the scenario where we are unable to replicate an incident and there has been no reoccurrence of the incident for a period of one month from the reported occurrence, the incident will be deemed ‘No Fault Found’ we will take no further action.
7.1. FIELDMOTION is only available in English.
7.2. We do not warrant or represent that the operation of FIELDMOTION will be uninterrupted, timely or error free.
8. PASSWORDS AND SECURITY
8.1. You must keep your password confidential and must not disclose it or share it with anyone.
8.2. You will be responsible for all activities and orders that occur or are submitted under your password.
8.3. If you know or suspect that someone else knows your password you agree to notify us
immediately by contacting customer services immediately.
8.4. If we have reason to believe that there is likely to be a breach of security or misuse of
FIELDMOTION, we may require you to change your password or we may suspend your account. Further, you are responsible for anything that happens through your account until you close down your account or prove that your account security was compromised due to no fault of your own.
9. INTELLECTUAL PROPERTY
9.1. All intellectual property rights subsisting in or used In connection with FIELDMOTION (including but not limited to any data other than User Data, the source code of any software in FIELDMOTION, and any intellectual property rights created as part of the customisation and/or configuration of FIELDMOTION are and shall remain the sole property of us and our licensors. All present and future rights in and title to FIELDMOTION, including the right to grant access to it over any present or future technology, are solely and exclusively reserved to us.
9.2. You must not in any circumstances use, nor allow any third party to use, any automated software, process, programme, robot, web crawler, spider, data mining, trawling or other “screen scraping” software (regardless of whether or not the resulting information would then be used for your internal purposes) and you must not disclose your password to any third party for the purposes of using any such technology,
9.3. Unless you have agreed otherwise in writing with us, nothing in the User Terms gives you a right to use any of our or our licensors’ trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within FIELDMOTION.
9.4. FIELDMOTION may include components licensed to us by third parties (any such, a Third Party). To the extent that the terms of any such license impose any obligation on you which is in addition to any obligation imposed on you by these User Terms (Third Party Obligation) you undertake fully to comply with and fulfil all requirements of any such Third Party Obligation.
10.1. We may at any time, terminate our legal agreement with you and the supply to you of
- 10.1.1. you have materially breached any provision of the User Terms (or have acted in manner which
clearly shows that you do not Intend to, or are unable to comply with the provisions of the User Terms) and, where such breach is capable of remedy, we determine that you have not so remedied within fourteen days of notification; or
- 10.1.2. we are required to do so by law (for example, where the provision of FIELDMOTION to you Is, or becomes, unlawful); or
- 10.1.3. if either party becomes insolvent; or enters into any kind of composition, scheme of arrangement, compromise or arrangement involving that party and its respective creditors generally (or any class of them) save for the purposes of a bona fide company reorganisation; or is unable to pay its debts; or is the subject of an order for the seizure of the assets or a substantial part thereof of that party made by any court having jurisdiction.
10.2. When these User Terms come to an end:
- 10.2.1. the licence granted at clause 3.1 of these User Terms terminates;
- 10.2.2. all of the legal rights, obligations and liabilities that you and we have benefited from, been subject to (or which have accrued over time whilst the User Terms have been in force) or which are expressed to continue Indefinitely, shall be unaffected by this cessation, and the provisions of Clauses 5, 9, 11,13 and 15 shall survive termination of these User Terms; and
- 10.2.3. you will lose access to FIELDMOTION and stored data. Data is stored for 90 days after which the users are responsible for downloading and saving, After 90 days, FIELDMOTION will delete all data.
10.3. We reserve the exclusive right and prerogative to retain, maintain, archive, protect, use, or store any and all data or information, without regard as to time or duration, as it may deem reasonable or necessary in the pursuit of our business or interests, or in protecting such business or interests, notwithstanding the termination or cessation of your relationship with us.
10.4. These terms may be terminated by you giving us 90 days’ written notice, and such may be given before the expiry of the term (Term) Identified at box 3 of the front page of the Business Contract incorporating these User Terms, provided that you pay to us the Termination Payment before the end of the 90 day notice period. Termination Payment means an amount in pounds/sterling/ dollars equal to the monthly fee you agree to pay at the start of the Term, multiplied by the number of months (including whole and part months) left between the date of your notice of termination and the end of the Term.
10.5. For avoidance of doubt, only we or the party paying for FIELDMOTION may terminate your access to FIELDMOTION. Termination of your FIELDMOTION account includes disabling your access to FIELDMOTION and may also bar you from any future use of FIELDMOTION.
10.6. No refunds shall be offered, where a service is deemed to have begun and is, for all intents and purposes, underway.
11.1. Your use of FIELDMOTION, including any registration process, may involve your disclosure to us of personal data (which term shall Include sensitive personal data) relating to data subjects (personal data, sensitive personal data and data subjects each as defined by the Data Protection Act 1988). In the event that you do so disclose such personal data you:
12.1.Any dispute over the quality of service as provided by us will follow a set process:
12.2.The dispute needs to be raised In writing or email firstname.lastname@example.org to our account manager within 14 days. We will issue a case number and complete full and complete investigation of the issues raised. Where this required access to saved or archived data, you hereby authorise us to have unlimited access to this information to allow the dispute investigation to be completed.
12.3. We will use reasonable endeavours to complete the investigation within 7 days of the complaint being raised. Should the dispute be upheld, we and you will by work together to decide on the best course of redress (Including, but not limited to regeneration of the Online Forms and data, credits, cash refund).
12.4.The total value of this redress is limited to the invoiced cost of the service rendered. We will not be liable for any losses of business resulting in delay or quality of the service.
13. EXCLUSIONS AND LIMITATIONS
13.1. Nothing in these User Terms, including this clause 13, shall exclude or limit any warranty or liability which may not be lawfully excluded or limited by applicable law, including liability for fraud or for death or personal injury caused by our negligence.
13.2. You acknowledge and agree that we have no liability to you for any misuse or loss of User Content by third parties. In particular, you acknowledge and agree that no refund or compensation will be due to you from us, and you further acknowledge and agree that since we have no control over the content and/or quality of User Content this limitation of our liability to you is reasonable.
13.3. There are no conditions, warranties, representations or other terms, express, statutory or implied, that are binding on us except as specifically stated in these User Terms (including statutory warranties and conditions of user enjoyment, merchantability, fitness for a particular purpose and non-infringement). Any condition, warranty, representation or other term concerning the supply of FIELDMOTION which might otherwise be implied Into or incorporated in these User Terms, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
13.4. You expressly understand and so agree that your use of FIELDMOTION is at your sale risk and that FIELDMOTION is provided an an “as is” basis.
13.5. In particular, we, our subsidiaries and affiliates, and our licensors, do not represent or warrant to you that:
- 13.5.1. your use of FIELDMOTION (including its use in conjunction with any other software) will meet your requirements, that your use of FIELDMOTION will be uninterrupted, timely, secure or free from error or that defects in the operation or functionality of FIELDMOTION provided to you will be corrected; and
- 13.5.2. any information obtained by you as a result of your use of FIELDMOTION will be accurate or reliable; and
- 13.5.3. that any User Content will be accessible at any particular time; and
- 13.5.4. that defects in the operation or functionality of FIELDMOTION will be corrected, rectified, or
13.6. Any material (including User Content) downloaded or otherwise obtained or accessed through the use of FIELDMOTION is done at your own discretion and risk, and that you will be solely responsible for any damage, lass, or prejudice to your computer system or other device or loss of data that results from the download or access of any such material.
13.7. In order for you to make full use of FIELDMOTION it may be necessary for you to use particular computer equipment or to download or install certain pieces of software. If you are unable to access all or part of FIELDMOTION because you do not have access to any necessary software or equipment, this shall not constitute a breach of these User Terms by us and we shall not be liable for any loss, damage or expense which may result from your inability to access FIELDMOTION.
13.8. No advice or information, whether oral or written, obtained by you from us or any of our subsidiaries, affiliates, officials, employees, or personnel, or through or from FIELDMOTION shall create any warranty not expressly stated in these User Terms, We shall not be under any liability whatsoever in respect of any inaccuracies or omissions in FIELDMOTION. All such liability is excluded by us to the fullest extent permitted by law;
13.9. You expressly understand and agree that we and our licensors shall not be liable to you for:
- 13.9.1. any direct, indirect, special, incidental or consequential loss or damage which may arise in respect of FIELDMOTION and/or its use or non-availability;
- 13.9.2. loss of profit, business revenue, goodwill and anticipated savings;
- 13.9.3 any trading or other losses which you may incur as a result of use of or reliance upon any Content;
- 13.9.4 any effect which use of FIELDMOTION may have an any software you use;
- 13.9.5. the loss of data uploaded from users’ hardware; or
- 13.9.6. for late delivery should the Internet fail locally, or at any geographical location where the transcriptionist is located, if no fault of their own.
13.10. Subject to the clauses above, the aggregate liability of us in respect of any loss or damage suffered by you and arising out of or In connection with the use of FIELDMOTION by you and/or any third party shall not exceed the amount of the total fees actually paid by you to us (excluding any deposits) in the twelve months preceding the date of your
13.11. In relation to any software and/or any Intellectual Property Right provided by a Third Party, the Distributor acknowledges and accepts as reasonable that:
13.12. FIELDMOTION excludes all liability to the maximum extent permitted by applicable law for any loss whatsoever incurred by the Distributor as a result of any act or omission of any Third Party, or of the failure, suspension and/or termination of any facility, software or service provided by any Third Party, or the breach by any Third Party of any relevant licence (each such act, omission, failure, suspension or termination a Third Party Breach); and
13.13. any Third Party Breach shall not constitute a breach by FIELDMOTION of the provisions of this Agreement.
13.14. You agree and acknowledge that you are In a better position than us to foresee and evaluate any potential damage or loss which you may suffer In connection with the use of FIELDMOTION, that we cannot adequately insure our Potential liability to you; and that accordingly the exclusions and limitations contained in this clause 13 are reasonable. You also undertake at all times to mitigate any such damage or loss.
13.15. FIELDMOTION is not a back-up service and will not be liable for any loss of data or error. You are responsible For backing up your data regularly to prevent any loss of information.
13.16 User consents to FIELDMOTION contacting them for marketing purposes.
14.1. You shall not assign, transfer or sub-license any of your rights or obligations under these User Terms. We may at any time assign all or any of our rights and transfer all or any of our obligations under these User Terms.
14.2. Failure or neglect by us to enforce any of the provisions of these User Terms at any time shall not be construed or deemed to be a waiver of our rights nor shall this in any way affect the validity of the whole or any part of these User Terms, nor prejudice our rights to take subsequent action.
14.3. If any part of any provision of these User Terms shall be or become Invalid, unlawful or unenforceable to any extent, then the remainder of such provision and all other provisions of these User Terms shall continue to be valid and enforceable to the fullest extent permitted by law.
14.4. These User Terms represent the entire agreement of you and us in relation to the subject matter
of these User Terms and supersedes any previous agreement between you and us in relation to FIELDMOTION. Neither of you and us has relied upon any statement or representation made by the other in agreeing to enter this agreement.
15. LAW AND JURISDICTION
15.1. These User Terms shall be construed in accordance with Northern Irish law and the parties hereby submit to the exclusive jurisdiction of the Northern Irish courts to settle any disputes which may arise in connection with these User Terms.