Clue Marketplace Terms

About Clue Marketplace and these terms

Clue Marketplace is an area of the Clue platform (Clue) where Clue customers (you, your) can select software services and applications (Apps) to use with your instance of Clue. Clue Marketplace is provided by Clue Computing Company Limited (we, us, our).

These Clue Marketplace terms (the Terms) govern your use of Clue Marketplace. By visiting and using Clue Marketplace, you agree that you and your end users will comply with these Terms. These Terms are separate from the licence/solution order and terms and conditions that you have entered into with us for the licensing/provision of Clue (the Main Agreement).

Authorisation to enter into these Terms

Clue Marketplace is only available to those individuals who are named as approved representatives for the purposes of Clue Marketplace (Approved Representatives) in the list of approved representatives that you provide to us. You warrant that the Approved Representatives are authorised to enter into and bind you to these Terms and the Third Party Terms.

Searching for and selecting Apps

Some Apps are developed and provided by us (Clue Apps). Others are developed and provided by third parties (Third Party Apps). Third Party Apps will either be directly licensed to you by the third party who provides the App (the Third Party) or licensed to us and sub-licensed to you.

Clue Apps and Third Party Apps that are sub-licensed by us to you are provided under the Main Agreement and your use of those Apps is subject to the terms of the Main Agreement.

Third Party Apps, whether licensed directly by the Third Party or sub-licensed by us, will be subject to the relevant third party’s terms and conditions applicable to the use of that App (the Third Party Terms).

You can search and browse Clue Marketplace for Apps that you wish to use with Clue. When you click on an App, a page will appear (a Service Page) that provides you with information you need to know about the App. The information on the Service Page is provided for your convenience. In respect of Third Party Apps, we are reliant on the Third Party for some of the information provided. It is your responsibility to read all information on the Service Page carefully and ensure that the App meets your needs. We accept no responsibility for any errors or omissions in the information on the Service Page and we make no guarantees that any App will meet your needs. We may require you to have an existing relationship with the Third Party for a Third Party App to work with Clue.

If you decide that you want to use an App within your instance of Clue, you must click “Request Service”. If the App is a Third Party App, you must also accept the Third Party Terms for that App.

Third Party Terms

In respect of Third Party Apps:

Use of each Third Party App is governed by the relevant Third Party Terms. By requesting and using a Third Party App, you accept the Third Party Terms and agree that you and your end users will comply with the relevant Third Party Terms at all times when using the Third Party App. Any definitions of “customer”, “licensee” or similar in any Third Party Terms will be deemed to include you.

Unless otherwise specified, we are not a party to the Third Party Terms. If the Third Party App is licensed directly by the Third Party to you, the Third Party is the licensor of the Third Party App and your contract for the use of the Third Party App is with the Third Party, not with us.

Support and maintenance of the Third Party Apps, if any, will be provided by the relevant Third Party to the extent described in the Third Party Terms. We are not responsible for providing such support and maintenance.

Fees for the Apps

Some Apps may be available at no extra charge and some may have fees associated with them. We will make it clear to you in Clue Marketplace and on the Service Page whether any fees are payable in respect of the use of each App and what those fees are. Where fees are payable, by choosing to use an App, you agree to pay us those fees detailed on the Service Page.

Where Apps are made available at no extra charge, use of the App may be subject to fair usage rules. If this is the case, we will make this clear on the Service Page. If your use of the App exceeds usage that we reasonably consider is fair, we reserve the right to:

make a reasonable charge for your use of the App that exceeds the fair usage limit; and/or

suspend or terminate your use of the App.

We will use reasonable endeavours to give you notice before we charge you or suspend or terminate your use of the App in accordance with this section 5.2.

Your use of the Apps

Your use of the Apps will be subject to any acceptable use policies or terms made available to you on the Service Page, including any policies or terms included in or incorporated into the Third Party Terms. Notwithstanding such policies or terms, the following provisions also apply to your use of the Apps and to Clue Marketplace:

You may not modify, reverse engineer, decompile or disassemble the whole or any part of the App or Clue Marketplace, or create any derivative works from the App or Clue Marketplace.

You must use the App and Clue Marketplace in accordance with all applicable laws and regulations and you may not use the App or Clue Marketplace for any illegal or fraudulent purposes.

You may not submit any content or data to the App or to Clue Marketplace that is unlawful or that infringes the rights of any third party, including intellectual property rights and privacy rights.

You may only use any Apps that you access via Clue Marketplace in conjunction with Clue.

Our responsibility

We have taken reasonable steps to ensure that the Apps we make available on Clue Marketplace are reliable and suitable for the purposes for which they are intended to be used within Clue. However, we do not control the Apps and we do not accept any liability in respect of the Apps or any acts or omissions of the relevant Third Parties.

You are responsible for maintaining all network connections required to enable you to use Clue Marketplace and to access and use the Apps. We accept no liability in respect of the reliability or performance of such network connections.

We accept no responsibility in the event that any App is unavailable in a particular territory or for any period of time.

Clue Marketplace and all Apps are provided on an “as is” and “as available” basis. As far are we are legally allowed to do so, we exclude all warranties in relation to Clue Marketplace and the Apps.

Removal of Apps

We reserve the right to remove any Apps from Clue Marketplace (and, if you are using the App, from your instance of Clue) at any time without liability to you.

We may monitor your use of any App and may suspend or terminate your use of the App without liability if we consider that you are using the App contrary to these Terms or the Third Party Terms. This right is without prejudice to any rights that the relevant Third Party may have under the Third Party Terms.

Intellectual property rights

All patents, inventions, copyrights, trade marks, domain names, trade secrets, know-how and other intellectual property and/or proprietary rights (IPRs) in Clue Marketplace are and remain, as between you and us, vested in us. We grant you a limited right to access and use Clue Marketplace for the purposes of accessing and selecting Apps in accordance with these Terms, but otherwise you acquire no rights in Clue Marketplace or any Apps.

Data protection

Our processing of personal data on your behalf, if relevant, is governed by the Main Agreement. If we need to share personal data with a Third Party on your behalf in order for you to use an App, you instruct us to share personal data with that Third Party to the extent required for the use of the App.

If a Third Party processes personal data that we share with the Third Party on your behalf, either:

by entering into the Third Party Terms, you will appoint that Third Party as a processor of personal data and the Third Party’s processing of personal data will be governed by the Third Party Terms; or

if the Third Party’s processing of personal data is not governed by the Third Party Terms, then we will appoint the Third Party as a sub-processor under appropriate data processing terms and the Third Party will be considered to be a permitted sub-processor for the purposes of the Main Agreement. You can object to any Third Party’s processing of personal data on your behalf by removing and/or ceasing use of the relevant App.

If a Third Party to whom you instruct us to transfer personal data in accordance with clause 10.1 transfers personal data outside the UK or the EEA, we will make this clear on the Service Page and will confirm the appropriate safeguards that are in place to govern such transfers. Your use of the App will be taken as your consent to such transfers.

Liability

We will not be liable for any special damage, loss of profits, loss of anticipated savings, loss of business opportunity, loss of goodwill, or loss or corruption of data which may be suffered by you (or any person claiming under or through you), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever caused.

Our total liability, whether in contract, tort (including negligence) or otherwise and whether in connection with these Terms or any collateral contract, shall in no circumstances exceed a sum equal to the lower of £100 or the total fees paid by you in respect of the use of all Apps in the 12 months preceding the relevant claim.

We do not exclude or limit any liability which may not be excluded or limited by law.

General

You may not:

sub-license, assign or novate the benefit or burden of these Terms in whole or in part; or

deal in any other manner with any or all of your rights and obligations under these Terms.

We are under no obligation to continue to provide Clue Marketplace and we may remove Clue Marketplace at any time and for any reason, without liability to you.

We may amend these Terms from time to time. We will use reasonable endeavours to give you notice of such amendments prior to the effective date of such amendments and your continued use of Clue Marketplace after such amendments have come into force will constitute your acceptance of the amended Terms.

If we become aware of any changes to any Third Party Terms, we will notify you of such changes and your continued use of the relevant App(s) will be subject to, and will constitute your acceptance of, the amended Third Party Terms.

Except as otherwise provided elsewhere in these Terms, a person who is not a party to these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

Governing law and jurisdiction

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).