Last Modified: 30 Jan 2023
PLEASE READ THESE LICENCE TERMS CAREFULLY.
The Platform is intended for use in the United Kingdom only.
Other rules that apply to the Provider’s use of Pairly
To be eligible to use the Platform, the Provider must be a social care provider based in the United Kingdom and registered as a care provider with the relevant care regulator.
We shall supply the Provider and its Authorised Users with the licence at clause 5 and access to Pairly’s sites, applications, services and information as well as third-party sites, services and information (collectively and individually, "Services"). Use of the Services may require internet access and that the Provider or Authorised User accepts additional terms of service.
Maps, reviews, access information and venue and location data provided in the Platform are provided for general information purposes only. They should only be used as a guide and should not be relied upon in situations where precise navigational or venue or location information is needed.
While we use reasonable efforts to update the information on our Platform, the content and information on our Platform is provided for general information only. We make no guarantees, representations or warranties, whether express or implied, that the content on our Platform is accurate, up to date or complete.
Scope of Licence
Pairly Ltd, (13271148) is a company incorporated in England and Wales. It, together with its subsidiaries and affiliates (“our”, “we”, “us”, “Pairly”) grants the Provider a non-exclusive, non-transferable right during the Term to:
download and access to the Platform on its devices;
access Provider Services through a Provider Account.
If in our sole opinion the Provider and/or any of its Authorised Users are in breach of this Agreement then we may immediately, at our discretion and without refund to you, take any or all of the following actions:
terminate the Provider’s use of the Platform, Services and this Agreement; and/or
block, disable or suspend the Provider or any Authorised User’s Access; and/or
report its activity to the appropriate authority; and/or
bring action against the Provider in respect of the breach and seek judicial remedy.
From time to time, we may impose limits on the Provider, or Authorised User’s, use of or access to the Platform and/or Services.
Acceptable Use and Legal Compliance
The Provider agrees that it will comply with:
the additional policies listed at 1 above;
the Acceptable Use Policy at Schedule one of this Agreement; and
all applicable laws and regulations relating to the Provider’s business including but not limited to the Provider’s use of personal data and its use of the Platform and Services.
The Provider shall also procure that its Authorised Users comply with this clause 7 and the policies referred herein.
Changes to this Agreement
We may update and change this Agreement, our Platform or Service to improve performance, enhance functionality, reflect changes or address security issues. We will update the ‘Last Modified’ date at the beginning of the Terms when we make any change. If the Provider does not accept the changes, it will not be permitted to continue to use the Platform. Continued use of the Platform shall constitute continued consent to be bound by the Agreement, however so varied in accordance with this clause.
Privacy & Personal Information
For the purposes of this Agreement, “Intellectual Property Rights” means patents, rights to inventions, copyright, moral rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
All Intellectual Property Rights in the Platform throughout the world belong to us (or our licensors) and the rights in the same are licensed (not sold) to the Provider. This includes any modifications, updates, later versions, or adaptations to the Platform. Neither the Provider, nor its Authorised Users, acquire any Intellectual Property Rights in, or to, the Platform other than the right to use them in accordance with this Agreement.
Third Party Links
Where our Platform contains links to other sites and resources provided by third parties, these links are provided for information purposes only. Such links should not be interpreted as our approval or endorsement of the same. We have no control over the contents of those sites or resources.
In relation to any content uploaded, posted, transmitted or otherwise made available to us from the Provider or its Authorised Users via the Platform, whether on iOS, Android or through a web browser (“Provider Content”), the Provider:
grants to us a non-exclusive, worldwide, free, royalty-free, perpetual, irrevocable and sub-licensable licence to use, publish, reproduce and otherwise exploit Provider Content in any form for any purpose and unconditionally waive any moral rights that the Provider might have in respect of Provider Content; and
represent and warrant that the Provider either owns the Intellectual Property Rights in Provider Content or have the necessary permission to upload, post, transmit or otherwise make available Provider Content via the Platform. We have the right to disclose Provider details to any third party claiming that Provider Content is a violation of their Intellectual Property Rights or their right to privacy.
Provider Content must at all times:
comply with all applicable laws and regulations applicable to the Provider, in particular the regulations stipulated by the relevant care regulator;
relate to a genuine business, and to genuine products or services;
not contain any gratuitous keys words, or any keywords that have the intention or aim of unduly influencing search results; and
not, under any circumstances, directly or indirectly, advertise, promote, encourage or refer to an affiliate scheme or a pyramid marketing or selling scheme;
contain genuine testimonials or reviews of genuine customers/clients of the business; and
accurately describe the Provider’s business, capacity, services, regulator reports, inspections and ratings.
We reserve the right to remove any of Provider Content within our reasonable discretion.
The Provider hereby grants to Pairly a perpetual, irrevocable, worldwide license to use any Feedback (as defined below) that the Provider communicates to Pairly without any obligation to report on such use and without any other restriction. Pairly’s rights granted in the previous sentence include, without limitation, the right to exploit Feedback in any and every way, as well as the right to grant sublicences. “Feedback” refers to any suggestion or idea for modifying any of Pairly’s products or services made by the Provider or its Authorised Users, including without limitation all Intellectual Property Rights in any such suggestion or idea.
Changes to the Platform
The Provider and Authorised Users may be required to download and reinstall a new version of the Platform if changes and updates are made.
The Platform is provided “as is” and “as available” with all faults. Pairly excludes, to the greatest extent permitted by law, all warranties, conditions and other contract terms with respect to the Platform.
Pairly does not warrant:
that use of the Platform will result in requests for quotes or the purchase of products and services;
that the Platform will be secure or free from bugs or viruses;
against interference with the Provider or any Authorised User’s enjoyment of the Platform;
that the functions contained in or provided by, the Platform will meet the Provider’s requirements;
that the operation of the Platform will be uninterrupted or error-free; or
that defects in the Platform will be corrected.
Telecommunications Network Operator
Access and use of the Platform occurs across the networks of a number of mobile operators. Because we do not operate or control these networks, we cannot guarantee the privacy or security of data sent over them and we disclaim any responsibility for any network or service used to access and use the Platform.
Limitation of Liability
We do not exclude or limit in any way our liability to the Provider where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
We exclude all implied conditions, warranties, representations or other terms that may apply to our Platform or any content on it.
We will not be liable to the Provider 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, our Platform;
any rating given to you by the Platform or its Users; or
use of or reliance on any content displayed on our Platform.
In particular, we will not be liable for:
loss of profits, sales, business, or revenue;
loss of anticipated savings;
loss of business opportunity, goodwill or reputation; or
any indirect or consequential loss or damage.
The Provider shall defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with:
the Provider, or an Authorised User’s, misuse of the Platform,
any breach of this Agreement (including its Schedules) by the Provider or its Authorised User; or
any use of the Platform by a user who is not an Authorised User where purposeful or inadvertent disclosure of the Provider or authorised User’s username, password or other credentials has occurred;
actual or alleged infringement of a third party’s Intellectual Property Rights in connection with the Provider Content. This indemnity extends to all losses (whether direct or indirect) and any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by us.
The Provider and its Authorised Users must use its best efforts to cooperate with us in the defence of any such claim. We reserve the right, at our own expense, to employ separate counsel and assume the exclusive defence and control of any such matter subject to indemnification by the Provider.
We may transfer our rights and obligations under this Agreement to another organisation, but this will not affect the Provider’s rights or our obligations under this Agreement. The Provider may only transfer its rights or obligations under this Licence to another person or business if we agree in writing.
This Agreement do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce this Agreement.
Even if we delay in enforcing this Agreement, we can still enforce it at a later date.
If any court or competent authority decides that any part of this Agreement is unlawful or unenforceable, the remainder of this Agreement will remain in full force and effect.
If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it (Dispute) then except as expressly provided in this Agreement the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. To initiate the mediation, a party must serve notice in writing (including via email) (ADR notice) to the other party to the Dispute, requesting a mediation. The mediation will start not later than 30 days after the date of the ADR notice. No party may commence any court proceedings until the parties have attempted mediation, provided that the right to issue proceedings is not prejudiced by a delay.
Governing Law and Jurisdiction
This Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the parties submit.
Schedule One – Acceptable Use
Any obligation of the Provider under this Schedule One is also an obligation on the Provider to procure that its Authorised Users comply with that obligation. The Provider shall be liable for any loss or damage arising out of the Authorised User’s failure to comply with the Provider’s obligations herein.
The Provider must not (except where explicitly permitted by this Agreement):
use the Platform within a software application, website or software which competes with our operations;
attempt to manipulate, purchase or incentivise ratings or reviews on the Platform or otherwise compromise or influence the independence and genuine nature of ratings or reviews on the Platform by any means;
use the Platform to process or disclose personal data which has not been requested by us (“personal data” has the meaning given to it in the Data Protection Act 2018);
exceed the indicated storage capability of the Platform (as notified to the Provider and its Authorised Users from time to time);
copy, disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Platform (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Platform);
provide access to or copies of the Platform in whole or in part to third parties either directly or by sharing or otherwise disclosing the Provider or its Authorised User’s username, password, username or other security identifier if applicable;
use the Platform on any device that it does not own or control, unless it has the permission of the device owner to do so;
rent, lease, sub-licence, loan, provide, distribute or otherwise make available the Platform in any form, in whole or in part to any person and in no circumstance in competition with our operations;
attempt to gain unauthorised access to the Platform, the server on which our Platform is stored or hosted, or any server, computer or database connected to our Platform; and
use screen-recording technology to record and/or capture its use of the Platform.
The Provider must not, under any circumstances:
infringe our Intellectual Property Rights or those of any third party in relation to its use of the Platform, including by the submission and/or upload of any material (to the extent that such use is not licensed by this Agreement);
permit any third party to infringe the Intellectual Property Rights or those of any third party in relation to its use of the Platform, including by the submission and/or upload of any material;
transmit any material that is defamatory, offensive or otherwise objectionable;
share their username and/or password with anyone;
use the Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;
collect or harvest any information or data from the Platform or our systems or attempt to decipher any transmissions to or from the servers; and
use or permit any third party to use the Platform in any way that infringes any third party licenses, including but not limited to licenses provided by Google and/or its licensors.
The Platform must be used in an acceptable manner, as such the Provider must not use the Platform:
in any unlawful manner, for any deceitful purpose or any unlawful purpose, including terrorism or extremism or in any manner inconsistent with this Agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code such as viruses, trojans, worms, or harmful technology or data, into the Platform;
to breach in any way any applicable local, national or international law or regulation;
to cause harm (or attempt to harm) in any way;
to create and/or share sexually explicit material or indecent images;
to bully, insult, intimidate or humiliate any person; and
to impersonate any person or misrepresent their identity or affiliation with any person.
If the Provider chooses, or is otherwise provided with, a username, password, or any other piece of information as part of our security procedures, the Provider must treat such information as confidential, and must not disclose it to any third party who is not an Authorised User of the Provider.
Limitation of Right
Nothing in this Agreement shall give the Provider, its Authorised Users or any other person any right to access or use the source code, or constitute any licence of the source code, of the Platform.