Virtual Cabinet® Portal Terms and Conditions

Version History

Version: 1.7

Version Date: 25th October 2017

We have updated the company name ("Us" or "Provider") from Reckon Software Limited to GetBusy UK Limited.

We have updated the contact email address from legal@virtualcabinet.co.uk to legal@virtualcabinet.com

Version: 1.6

Version Date: 8th September 2016

We have updated various clauses to reflect our growing global presence and relevant legislation.

Version: 1.5

Version Date: 6th February 2015

The word "publicly" has been removed from the second paragraph in clause 4 (User Conduct/Acceptable Use Policy) in the context of displaying data. The legal enquiry email address has also been updated.

Introduction

Welcome to the Virtual Cabinet® Portal ("Portal") by GetBusy UK Limited ("Us" or "Provider"). These Terms and Conditions govern Your ("You" or "User") access to and use of the website, www.virtualcabinetportal.com (the "Site"), along with any information, text, graphics, files, content or other materials uploaded, posted or published ("User Content") by You and/or other Users to the Site, along with any information, text, graphics, or other materials created and/or provided by Us and appearing on the Site ("Content") and any Services and/or Software provided through or in conjunction with the Site.

Collectively, the Site, User Content, Content, Software and Services are referred to as the "Solution".

By accessing or using this Site, the Services available to the Site, and any service, software, application, plug-in, component, functionality or program created and/or provided by the Provider, You are agreeing to the these Terms and Conditions. These Terms and Conditions, along with any other policies or guidelines posted on or in connection to the Site by the Provider, shall govern Your use of the Solution, whether used directly or through a third-party site and/or application.

These Terms and Conditions limit the Provider's liability and obligations to You, grant us certain rights and allow us to change, suspend, or terminate Your access to and use of the Solution. Your access to and use of the Solution are expressly conditional on Your compliance with these Terms and Conditions.

BY ACCESSING THE SITE OR SERVICES, YOU REPRESENT AND WARRANT THAT YOU HAVE READ, UNDERSTAND, HAVE THE LEGAL CAPACITY TO, AND HEREBY AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS. IF YOU AGREE TO THESE TERMS AND CONDITIONS ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT BUSINESS TO THESE TERMS AND CONDITIONS AND YOUR AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS. IN THAT EVENT, "YOU" AND "YOUR" WILL REFER AND APPLY TO THAT BUSINESS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SOLUTION.

Virtual Cabinet Portal is ONLY AVAILABLE TO USERS 18 YEARS OF AGE OR OLDER.

Any questions concerning these Terms and Conditions should be directed to legal@virtualcabinet.com.

1. Modifications to these Terms and Conditions

We reserve the right, at our sole discretion, to change, modify or otherwise alter these Terms and Conditions at any time. You can find the most recent version of these Terms and Conditions on the Site, with the date of last modification and version number on the My Portal page under Edit Details. Such modifications shall become effective immediately upon posting thereof. Therefore we encourage you to check the date of our Terms and Conditions whenever you visit the Site and/or use the Services to check if they have been updated. You must view this agreement on a regular basis to keep yourself apprised of any changes. If you do not agree to the revised Terms and Conditions, your sole recourse is to immediately stop all use of the Solution. Your continued use of the Solution following the posting of modifications will constitute your acceptance of the revised Terms and Conditions. If you have any questions regarding the use of the Solution, please submit a help request to the Provider

2. Your Registration Obligations

To obtain and use the Solution, You will be required to register on the Site by completing a registration form and designating a User ID and password and/or by activating a User via any other integrated means including without limitation software, plug-in or website. In most cases Your User ID will be automatically derived from Your email address. When registering with the Provider You agree to: (a) provide true, accurate, current and complete information about Yourself as prompted by the Site registration process (such information being the "Registration Data") and; (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If You provide any information that is untrue, inaccurate, not current or incomplete, the Provider may suspend or terminate your account and refuse any and all current or future use of the Solution (or any portion thereof).

You may not authorise any third party to access or use the Solution on Your behalf. You are responsible for maintaining the confidentiality of the User ID and password, and are fully responsible for all activities that occur under Your User ID or password. You agree to immediately notify the Provider of any unauthorised use of Your User ID or password or any other breach of security. The Provider is not liable for any loss (direct or consequential) or damage arising from any unauthorised use of Your account.

3. Consent to Communications and Solicitation

By registering for the Portal, You understand that the Provider may initiate communications regarding the Solution, including but not limited to: (a) notices about Your use of the Solution, including any notices concerning violations of use; (b) updates, and; (c) promotional information and materials regarding the Provider's Products and Services. The Provider gives You the opportunity to opt-out of receiving communications from it by following the opt-out instructions defined herein.

4. User Conduct/Acceptable Use Policy

Unauthorised use of the Solution, or the resale of the Solution without prior written consent, is strictly prohibited. You shall not copy, sell, transfer, distribute, publish, or assign Your license to the Solution in any format to any third party. In addition, You may not use the Solution in any way that violates applicable United Kingdom, European, Australian or International legislation or for any other unlawful purpose. Further, you may not use the Solution to send, receive, or download messages or materials that are inappropriate or violate the intellectual property rights of the Provider or others.

To the extent that the Solution provides Users an opportunity to store and exchange content, such as but not limited to information, materials, data, files, programs, ideas and opinions, You hereby represent and warrant that You have all necessary rights in and to all User Content You provide and all information contained therein. By registering to use the Portal, You understand and acknowledge that the Provider and its contractors retain an irrevocable, royalty-free, worldwide license to use, copy, and display such content for the SOLE PURPOSE OF PROVIDING YOU THE SOLUTION FOR WHICH YOU HAVE REGISTERED. In the event that You give the Provider the right to distribute Your User Content, additional terms may apply to the Provider's usage or distribution of this User Content. You continue to retain all ownership rights in any User Content You provide and shall remain solely responsible for Your conduct, Your Content, and any material or information transmitted to other Users for interaction with other Users. The Provider does not claim any ownership rights in any User Content.

Content posted by Users and other contributors are not reviewed by the Provider. The Provider will have the right, but not the obligation, to reject, refuse to post, or otherwise monitor all User Content, and may remove or require users to remove all content that the Provider, in its sole discretion, deems to be: (a) inconsistent with the Provider's strategic mission and vision including but not limited to User Content that contains undesirable images or links or references to tobacco and alcohol products, profanity, pornography, violence or prejudicial User Content and/or these Terms and Conditions or; (b) be or possibly be in violation of any applicable law. In addition, the Provider has the right to remove any User Content if the Provider has reason to believe that displaying such User Content may infringe the rights of a third party or subject the Provider to expense or liability.

You should notify the Provider regarding any User Content the You believe may violate any applicable law or Your intellectual property rights or contain undesirable images of, or links or references to, tobacco and alcohol products, profanity, pornography, violence, prejudicial content, or content that is obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable.

The Provider reserves the right, at its sole discretion, to determine whether and what action to take in response to each such notification, and any action or inaction in a particular instance shall not dictate or limit the Provider's response to a future complaint. You acknowledge and agree that the Provider shall not assume or have any liability for any action or inaction by the Provider with respect to any User Content.

The Provider reserves the right, at its sole discretion, to deactivate and/or require a change of name for any User or Company Display Name for any reason. The Provider may exercise such right at any time, with or without prior notice. Upon receipt of notice from the Provider of its decision, the Subscriber will immediately provide the Provider with a replacement User or Company Display Name acceptable to the Provider, or the User or Company Display Name may be removed by the Provider at its sole discretion. Without limiting the generality of the Provider's discretion, among the reasons the Provider may determine a User or Company Display Name is unacceptable are abuse of the feature, violation of any of these Terms and Conditions, infringement or potential infringement on third party intellectual property rights such as Trademark or Copyright, misrepresentation, or failure to pay pursuant to the terms of any contract or service agreement between You and the Provider.

Additionally, the Provider reserves the right, without limitation, to terminate Your access to and use of the Solution if, in the Provider's view, Your conduct fails to meet any of the following general prohibitions:

You agree not to do any of the following in relation to access and/or use of the Solution:

• Post, publish or transmit any text, graphics, material that: (a) is false or misleading; (b) is defamatory; (c) invades any privacy; (d) is obscene, pornographic or offensive; (e) promotes bigotry, racism, hatred or harm against any individual or group; (f) infringes other rights, including any intellectual property rights; or (g) violates, or encourages any conduct that would violate any applicable legislation or regulation or would give rise to public liability.
• Access, tamper with, or use non-public areas of the Solution (including but not limited to files not designated as published to You or that You have not been given or granted permission to access), the Provider's computer systems, or the technical delivery system and architecture used by the Provider and its contractors.
• Attempt to probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures.
• Attempt to access or search the Site, Content, Files or Services with any engine, software tool, agent, device or mechanism other than the software and/or search agents provided by the Provider or other generally available third party web browsers (such as Microsoft Internet Explorer, Google Chrome or Mozilla Firefox), including but not limited to browser automation tools.
• Directly or indirectly send unsolicited communication, email, junk mail, spam, participate in pyramid schemes or chain letters, or promotions or advertisements for products or services.
• Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Content, Files or Services send altered, deceptive or false source-identifying information.
• Attempt to modify, adapt, edit, copy, decipher, decompile, disassemble or reverse engineer any of the software, code or logic used to provide the Solution.
• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site; or plant malware on the Provider's computer system, those systems of the Provider's contractors, or otherwise the Solution to attempt to distribute malware.
• Impersonate or misrepresent Your affiliation with any person, business or other entity.
• Attempt to interfere with the use of the Solution by any other person.
• Attempt to harvest or otherwise collect information about others, including email addresses.
• Use the Solution in a manner that results in excessive bandwidth usage, as determined by a representative of the Provider. Use of the Services on the Site as well as the use of the Services in any other capacity will be applied toward such bandwidth usage.

The Provider has the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and Solution security issues. The Provider may engage and cooperate with law enforcement authorities in prosecuting users who violate these Terms and Conditions. You acknowledge that the Provider has no obligation to monitor any users' access to or use of the Solution, but has the right to do so for the purpose of operating the Solution to ensure Users' compliance with these Terms and Conditions, or to comply with applicable legislation or the order or requirement of a court, administrative agency or other government body.

5. Intellectual Property Rights and Notices

Except for the licenses granted herein, You have no right, title or interest in or to the Portal or Solution. You agree that the Provider or its licensors retain all proprietary right, title and interest, including copyright and all other intellectual property rights, in and to the Portal Solution including without limitation text, images, and other multimedia data, even if the Provider incorporates any of Your feedback into subsequent versions. The Solution (including but not limited to design, text, software, configurations, graphics, other files and their selection and arrangement) are protected by copyright, trademark, and other United Kingdom, European, Australian and International legislation for the Provider, and/or are the proprietary property of the Provider, its suppliers, affiliates, or licensors.

Content may not be reproduced, modified, derivative works created from, displayed, performed, published, distributed, disseminated, broadcast or circulated to any third party (including, without limitation, the display and distribution of the material via a third party website or other networked computer environment) without the express prior written consent of the Provider and/or its suppliers, affiliates or licensors. All rights are reserved.

The Virtual Cabinet Portal and the Virtual Cabinet Portal Logo are including, without limitation, either trademarks, service marks or registered trademarks of the Provider, and may not be imitated, or used, in whole or in part, without the Provider's express prior written permission or that of the Provider's suppliers, affiliates or licensors. Other product and company names may be trade or service marks of their respective owners.

The provider may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter in the Site, Content or Services. Unless the Provider has granted You licenses to its intellectual property in these Terms and Conditions, Your use of the Solution does not grant You any license to the Provider's intellectual property. Any rights not expressly granted herein are reserved.

6. Copyright Infringement

You will only upload, publish, post, submit or otherwise transmit data and or files: (a) that You have the lawful right to use, copy, distribute, transmit or display; or (b) that does not infringe the intellectual property rights or violate the privacy rights of any third party (including, without limitation, copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity). The Provider has adopted and implemented a policy that permits the deletion of User Content where that User Content violates this policy, and that permits the termination in appropriate circumstances of the accounts of users found to be infringing, are believed to be, or are charged with infringing the rights of copyright holders.

7. Third party Content, Sites and Services

All transactions using the Solution are between the transacting parties only. The Solution may contain features and functions linking You to or providing You with certain functionality and access to third party content, including websites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the internet as a whole. The provider may also provide some content to You as part of the Solution. However, the Provider is not an agent of any transacting party, nor is it a direct party in any such transaction. Any such activities and transactions associated with such activities, are solely between You and the applicable third party. Similarly, the Provider is not responsible for any third party content You access with or via the Solution, and You irrevocably waive any claim against the Provider with respect to such sites and third party content. The Provider shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between You and any such third party. You should make whatever investigation You feel necessary or appropriate before proceeding with any online or offline transaction with any such third parties. You are solely responsible for Your dealings with any third party related to the Solution, including the delivery of and payment for goods and services.

8. Server and Desktop Software

If You have licensed the Provider's software that allows you to use the Solution on Your Server or Desktop ("Local Software"), You understand and agree that any information, materials, data, files, programs, ideas and opinions provided or made available by You through the Local Software constitutes User Content. By licensing the Local Software, You grant the Provider and its contractors an irrevocable, royalty-free, worldwide license to access, use, modify, and delete User Content on Your Server or Desktop through the Local Software for the SOLE PURPOSE OF PROVIDING YOU THE SOLUTION FOR WHICH YOU HAVE REGISTERED, including, without limitation, the synchronisation of files and related metadata between the Local Software and the Site. You agree and acknowledge that the Provider shall not assume or have any liability for any action or inaction by the Provider with respect to any such User Content, including, without limitation, the loss of such User Content.

Without limiting the generality of Section 4, You may not use the Solution, including the Local Software, in a manner that results in excessive bandwidth usage, as determined by a representative of the Provider. The Provider reserves the right, at its sole discretion, to determine whether and what action to take in response to any excess bandwidth usage, including, without limitation, limiting Your bandwidth usage or charging You for such excess usage.

If You have licensed the Local Software, the Provider reserves the right, at its sole discretion, to make unscheduled deployments of updates or enhancements to the Local Software. You acknowledge and understand that during such deployments, certain functionality of the Local Software may be unavailable and outages may occur.

9. Privacy

The Provider's Portal Privacy Policy is published at www.virtualcabinetportal.com/PrivacyPolicy where information and notices concerning the Provider's collection and use of Your personal information can be found.

Your use of the Solution signifies acknowledgement of and agreement to the Portal Privacy Policy. You further agree that the Provider may disclose your Personal Information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to comply with legal process, to enforce these Terms and Conditions, or, at its sole discretion, to protect the rights, property or personal safety of the Provider, its employees, users and third parties, and the public, or as otherwise described in the Privacy Policy.

10. Auditing

You hereby agree to have all actions in relation to use of the Solution audited in such a manner that the official time for all transactions, including Electronically Signing or Approving documents, will be timestamps recorded by the Solution servers.

11. Maintenance

The Solution will occasionally be unavailable during system maintenance and upgrades. The Provider will make commercially reasonable efforts to ensure that the Solution is available. However, the Provider disclaims all responsibility for any interruptions to the Solution caused by External forces affecting the reliability of the internet or computer systems.

12. Electronic Approval and Signatures

You hereby agree that any use of functionality within the Solution in relation to acknowledging, approving, confirming, signing, or any other action that intimates agreement with or consent to the content and terms of documents and related information, constitutes your acceptance that such actions are considered legal, admissible and enforceable, as applicable: in the courts of the United Kingdom as stipulated in the Electronic Identification and Authentication Services Regulation, eIDAS (910/2014/EC), or in the courts of Australia as stipulated in the Electronic Transactions Act 1999. If you perform such a transaction in your capacity as a representative of a Company, you acknowledge and agree that you have the legal capacity to do so.

You agree that references to the Solution and Provider by name in any document, communication or data resulting from a Solution transaction do so in our capacity as a trusted disinterested third party only, and do not implicate the Solution and Provider as a direct party in any such transaction.

13. Use of the Solution at Your Own Risk

Your access to and use of the Solution is at Your own risk. The Provider has no responsibility for any harm to Your computer system, loss or corruption of data, or other harm that results from Your access to or use of the Solution.

The Solution is provided "As-Is" without warranty or condition of any kind, either express or implied. Without limiting the foregoing, the Provider explicitly disclaims any warranties of merchantability, fitness for a particular purpose or non-infringement and any warranties arising out of course of dealing or usage of trade. You acknowledge that use of the Solution may result in unexpected results, loss or corruption of data or communications, project delays, other unpredictable damage or loss, or exposure of Your data or Your files to unintended third parties.

The Provider makes no warranty that the Solution will meet Your requirements or be available on an uninterrupted, secure, or error free basis. The Provider makes no warranty regarding the quality of any products, services, or information purchased or obtained through the Solution, or the accuracy, timeliness, truthfulness, completeness or reliability of any information obtained through the Solution.

No advice or information, whether oral or written, obtained from the Provider or through the Solution, will create any warranty not expressly made herein.

14. Indemnity

You agree to defend, indemnify, and hold the Provider, its agents, directors, employees and officers (together "Provider Party(ies)") harmless from and against any claims, liabilities, damages, losses and expenses, including, without limitation, reasonable solicitor's fees and costs, arising out of or in any way connected with: (a) Your access to or use of the Solution; (b) Your violation of these Terms and Conditions; (c) Your violation of any third party right, including, without limitation any intellectual property right, including but not limited to the right of attribution, publicity, confidentiality, property or privacy right; or (d) any claim that Your User Content, or Your use of User Content, caused damage to a third party, including without limitation claims that Your User Content, or Your use of User Content or Files, infringe the rights of another.

15. Limitations of Liability

You agree that the Provider's relationship to all documents and transactions completed using the Solution is that of a trusted, disinterested Third Party. Accordingly, the Provider disclaims any representations of any kind regarding the documents or transactions that pass through the Solution. You are responsible for recognising the parties of interest in all transactions you complete using the Solution and assessing all associated risks.

The Provider or any Provider Party is not liable to You or to any third party for any damages of any kind, including, without limitation, any indirect, consequential, special, incidental or punitive damages (including, without limitation, loss of use, data, business or profits) arising out of, based on, or resulting from these Terms and Conditions or Your use of, or inability to access or use the Solution, even if such Provider Party has been advised of the possibility of such damages, even if a remedy set forth herein is found to have failed its essential purpose or is otherwise deemed unenforceable. These limitations and exclusions apply without regard to whether the damages arise from: (a) breach of these Terms and Conditions; (b) breach of warranty; (c) negligence; or (d) any other cause of action, to the extent such exclusion and limitations are not prohibited by applicable law. Some jurisdictions do not allow the limitation or exclusion of certain warranties or conditions, so some of the above limitations may not apply to You. If You are dissatisfied with the Solution, You do not agree with any part of these Terms and Conditions, or You have any other dispute or claim with or against the Provider or any Provider Parties with respect to these Terms and Conditions or the Solution, then Your sole and exclusive remedy is to discontinue using the Solution. In the event that, notwithstanding the foregoing disclaimers and indemnification, the Provider or one of the Provider Parties is found responsible to any User for any reason whatsoever, the Provider's responsibility shall be limited to the amounts actually paid by You to the Provider to use the Portal, and shall not include compensation or consequential or resulting damages of any nature.

16. Termination of Service

The Provider reserves the right to terminate without notice Your password, account or use of the Solution and delete any data, in its sole discretion, without cause and/or without notice. You may terminate Your user account upon notice to the Provider at any time. Upon termination by either party, You may request a file of Your data, which the Provider will make available for a fee. You must make such a request, in writing, at notification of termination to receive such a file within thirty (30) days of termination of service. Otherwise, ANY DATA YOU HAVE STORED ON THE PROVIDER'S SYSTEMS MANY NOT BE RETRIEVED, and the Provider shall have no obligation to maintain any data stored for Your account or to forward any data to You or any third party.

17. Severability

In the event that any provision of these Terms and Conditions including, but not limited to, the warranty disclaimers and liability limitations set forth herein is deemed unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that closely matches the intent of the original provision, and the remainder of the agreement shall continue in effect.

18. Waiver

The failure of the Provider to enforce any right or provision in these Terms and Conditions will not be deemed a waiver of such right or provision.

19. Controlling Law and Jurisdiction

These Terms and Conditions and any action related to them thereto will be governed by the laws of the England or the state of New South Wales, Australia without regard to the conflict of law provisions. Each of the parties hereto waives any objection to any claim being tried in the legislative jurisdiction of England or New South Wales, Australia. If you are not domiciled in England or New South Wales, Australia, then the laws of England apply and you waive any objection to any claim being tried in England.

20. Refund of Charges

The Provider does not offer a refund of charges in any circumstances.

21. Entire Agreement

These Terms and Conditions are the entire and exclusive agreement between You and the Provider regarding the Portal Solution, and these Terms and Conditions supersede and replace any prior arrangements between the Provider and You regarding the Portal Solution.