BankBI UK Limited Terms and Conditions
The following definitions apply to this Agreement (unless expressly provided otherwise or the context requires otherwise):
1.1 “Application” means the BankBI cloud based business intelligence solution as defined in Your Order Form, its functionality and any of images, written material, databases or other material available via the Site;
1.2 “Authorised Device” means any device which is compatible with the BankBI App and which is owned or controlled by You or Your Authorised User;
1.3 “Authorised User” means Your direct employees (the number of which is stated in Your Order Form) and such number of additional employees for whom a valid User Subscription to access and use the Application is purchased by You;
1.4 “Data” means all Your data inputted or imported by You onto the Application via the Site;
1.5 “Documentation” means the guides and manuals relating to the Application made available to You by BankBI;
1.6 “Effective Date” shall have the meaning given to in Your Order Form;
1.7 “Intellectual Property Rights” means any patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (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;
1.8 “Initial Term” shall have the meaning given to it in clause 9 of this Agreement
1.9 “Reports” means the reports created by You using the Application;
1.10 “Renewal Period” shall have the meaning given to it in Clause 9.1;
1.11 “Services” means the online services made available by BankBI to You via the Application;
1.12 “Site”: www.bankbiapp.com;
1.13 “Term” means the Initial Term and any Renewal Period;
1.14 “User Subscriptions” means the user subscriptions purchased by You from BankBI from time to time which entitle Authorised Users to access the Application and use the Services in accordance with the terms of this Agreement.
1.15 “Your Order Form” means the BankBI subscription agreement order form that You signed to license the use of BankBI Application.
1.16 ”Legal Entity" is a business, division or other aspect of an organization that requires its own financial reporting structure for legal or tax purposes. This could be a defined as a geographical territory (country) or as separate business units within a given country.
1.17 “Azure” is a cloud computing service created by Microsoft for building, testing, deploying, and managing applications and services through a global network of Microsoft-managed data centres.
2.1 Subject to the terms of this Agreement, BankBI hereby grants to You and You hereby accept a limited, personal, non-exclusive, non-transferable, non-sub licensable right for Your Authorised Users to access the Application and to use the Services during the Term to create and receive Reports based on Your Data.
2.2 In relation to the Authorised Users, You undertake that:
2.2.1 the maximum number of Authorised Users that You authorise to access and use the Services shall not exceed the number of User Subscriptions You have purchased from BankBI from time to time;
2.2.2 You will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access the Application or to use the Services; and;
2.2.3 each Authorised User shall keep a secure password for his use of the Application and each Authorised User shall keep his password confidential.
2.3 Subject to clause 2.4, You may, from time to time during the Term, purchase additional User Subscriptions in excess of the number set out in Your Order Form and BankBI shall grant access to the Application and use of the Services to such additional Authorised Users in accordance with the provisions of this Agreement.
2.4 The price payable by You to BankBI for each additional User Subscription is stated in Your Order Form and is payable in advance for the remainder of the Initial Term or a Renewal Period (as the case may be) subject to clause 2.6.
2.5 If You wish to purchase additional User Subscriptions, You shall notify BankBI in writing or by email. BankBI shall evaluate such request for additional User Subscriptions and respond to You with approval or rejection of such request.
2.6 If BankBI approves your request to purchase additional User Subscriptions, You shall, within 30 days of receipt of BankBI’s invoice, pay to BankBI the relevant fees for such additional User Subscriptions as set out in clause 2.4 and, if such additional User Subscriptions are purchased by you part way through the Initial Term or a Renewal Period, such fees shall be pro-rated for the remainder of the Initial Term or the Renewal Period (as the case may be).
3. APPLICATION USE
3.1 Your Authorised Users may access the Site and use the Application via a desktop computer or an Authorised Device during the Term.
3.2 You acknowledge and agree that You shall require each Authorised User to create a user account, including a user name and password or such other login credentials as BankBI may request from time to time in order for the Authorised User to access the Application and use the Services.
3.3 Each Authorised User is responsible for ensuring that all usernames and passwords required to access the Site are kept secure and confidential. If You or any of Your Authorised Users are aware of any unauthorised use of his password or any other breach of security, Your Authorised User must reset his password. BankBI will not be liable for any loss or damage from You or Your Authorised User’s failure to comply with this security obligation.
3.4 You acknowledge and agree that certain third party software which is not incorporated into the Application may be required in order for Your Authorised Users to use or enjoy the full benefit of the Application and the Services (including without limitation Microsoft Excel and Adobe Flash). You shall be fully responsible for obtaining a lawful copy of such software. Your use of such separately acquired software shall be in accordance with any terms and conditions of the end user licence agreement provided with such software.
3.5 When accessing and using the Application You and Your Authorised Users must only access the Application manually. The use of automated agents or automated software to view the Site is forbidden. Any such use or attempted use of an automated program shall be a misuse of this Site and the Application.
3.6 You accept that You are solely responsible for ensuring that your computer systems and Authorised Devices meet all relevant technical specifications necessary to use the Application and that Your computer systems are compatible with the Application.
3.7 You and Your Authorised Users must not misuse the Site or the Application. In particular, You must not hack into, circumvent security or otherwise disrupt the operation of the Site or the Application, or attempt to carry out any of the foregoing. This includes introducing viruses, trojans, worms, logic bombs or other material which is or could be malicious or technologically harmful to the Site or the Application.
4.1 You shall pay the licence fees stated in Your Order Form (the “Fees”) annually, in advance with the first payment due on or before the Effective Date.
4.2 The Fees shall be payable by You to BankBI each year on the anniversary of the Effective Date unless this agreement is terminated in accordance with Clause 9.
4.3 BankBI shall increase the Fees at the start of each Renewal Period upon 90 days prior written notice to You and the Fees stated in Your Order Form shall be deemed to have been amended accordingly.
4.4 All payments to be made under this Agreement shall be made in cleared funds, without any deduction for or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority. If You are compelled to make any such deduction, You will pay to BankBI such additional amounts as are necessary to ensure receipt by BankBI of the full amount which BankBI would have received but for the deduction.
5. OUR RIGHTS AND INTELLECTUAL PROPERTY
5.1 All Intellectual Property Rights in the Site, the Application and the Services belong to BankBI or our licensor(s). You acknowledge and agree that the Application and all Intellectual Property Rights associated with it are and will always remain with BankBI. You further acknowledge and agree that the source code and object code of the Application and the format, directories, queries, algorithms, structure and organisation of the Application are the intellectual property, proprietary and confidentiality rights of BankBI. All rights are reserved. You agree that You and each of Your Authorised Users will not use such intellectual property, proprietary and confidentiality rights in any way except for use of the Services as permitted by this Agreement.
5.2 Subject to clause 2 of this Agreement, you may download material from the Site for the sole purpose of using the Application and the Services. You must not copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to discover the source code of or decrypt the Application or use the Application to create a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for the Services.
5.3 You will procure that Your Authorised Users are aware of Your obligations under this Agreement and You shall ensure that Your Authorised Users are not in breach of any provision of this Agreement. Breach of any of these Terms by Your Authorised Users will be deemed to be a breach by You and You shall be liable for any such breach.
6. YOUR DATA
6.1 BankBI may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage and related technology required to run the Services. Although BankBI owns all code, databases and Intellectual Property Rights in the Application, the Services and the Site, You retain all rights to your Data.
6.2 BankBI may place information concerning You on a database for internal use only. BankBI will never disclose Your details to any third party unless required to do so by law.
6.3 The BankBI Application runs in multiple identical Azure environments and Authorised Users are directed to the closest geographical environment when accessing the Site. In the event of an Azure environment failure all users of that environment will be redirected to an alternative, operational environment until the failed environment is restored.
6.4 BankBI databases are located in the Azure data centre geographically closest to Your main base of operations and backups are replicated at alternative, geographically separate Azure data centres. In the event of catastrophic failure at the data centre containing Your database, then complete restoration is available from a backup that has been replicated to an operational data centre. The Application will then be reconfigured to use this restored database.
6.5 Data required for the day to day operation of the Application are stored in Azure SQL databases. These databases are continually backed up with log backups and held for a number of weeks for use by ‘point in time restore’ functionality allowing databases to be restored to any point over that time period should it be required.
6.6 Catastrophic loss of an Azure environment is mitigated by restoring geographically redundant data backups to an alternative operating region. Further to the BankBI Application databases, Your uploaded Data files are also stored in geographically redundant storage. In a ‘worst case’ scenario, BankBI is able to rebuild an organisation’s reporting database by re-importing them.
6.7 The Data will be stored by BankBI on Azure and BankBI cannot and will not be liable to you for any loss of Data arising from any act or omission of Microsoft; provided that if Microsoft indemnifies BankBI for any loss of Data then BankBI shall indemnify You for the same amount.
6.8 You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Data and BankBI will not be responsible for inaccuracy in the production of Reports arising from any inaccuracies or errors contained in the Data.
7.1 BankBI warrants that the Application and the Services do not infringe on any privacy, publicity, reputation or U.S. or foreign patent, trademark, trade dress, trade name, copyright, or other statutory or common law right or proprietary right of a third party.
7.2 During the Term, BankBI warrants that the Application and the Services will function in substantial accordance with its written specifications, and the Documentation.
7.3 In the event of a breach of BankBI’s warranty under clause 7.2, BankBI agrees to use reasonable efforts to cause the Application to function in substantial accordance with its specifications and the Documentation.
7.4 You acknowledge that the Application and the Services have not been developed to meet Your individual requirements and it is therefore Your responsibility to ensure that the facilities and functionality of the Application and the Services meet Your requirements.
7.5 Whilst BankBI endeavours to ensure that any material available for downloading from the Site is not contaminated in any way, BankBI does not warrant that such material will be free from infection, viruses and/or similar code. Notwithstanding the foregoing, BankBI shall extend to You any warranty extended to BankBI by a third party for material that You download from the Site.
7.6 Due to the nature of software and the internet, BankBI does not warrant that Your access to, or the running of, the Site or Your use of the Application, the Service or the Site will be uninterrupted or error free. BankBI may suspend, withdraw, discontinue or change all or any part of the Site or the Application without notice. BankBI shall not be liable if it cannot make the Site, the Service or the Application available to You due to circumstances beyond its reasonable control.
7.7 BankBI makes no warranty or guarantee that the Site, the Application or the Service complies with laws other than those of England and Wales.
7.8 To the extent permitted by law, BankBI excludes all conditions, warranties, representations or other terms which may apply to the Services, the Site, the Application or any content on the Site, whether express or implied.
8.1 Except as expressly and specifically provided in this Agreement You assume sole responsibility for the results obtained from use of the Services by Your Authorised Users and for any conclusions drawn from such use. BankBI shall have no liability for any damage caused by errors or omissions in any information uploaded by You or Your Authorised Users onto the Application.
8.2 Nothing in this Agreement will be deemed to exclude BankBI’s liability to you for:
8.2.1 death or personal injury arising from our negligence; or
8.2.2 for fraudulent misrepresentation; or
8.2.3 any other liability which may not be excluded by law.
8.3 Subject to clause 8.2, BankBI will not be liable for any failures due to software or internet errors or unavailability, or any other circumstances beyond its control including but not limited to failures of Microsoft’s systems.
8.4 Subject to clause 8.2, BankBI does not accept any liability for loss of Your or Your Authorised User’s passwords or account ID caused by a breakdown, error, loss of power or otherwise caused by or to Your computer system.
8.5 BankBI may put in place such systems as it may from time to time see fit to prevent automated programmes being used to obtain unauthorised access to the Application and the Site. You are not permitted to use automated programs for such purposes and any such use or attempted use by you of such automated programs is at Your own risk. Subject to clause 8.2, BankBI shall not be liable to You for any consequences arising out of or in connection with any such use or attempted use of automated programs to obtain unauthorised access to our Application or the Site.
8.6 Subject to clauses 8.2 to 8.5 inclusive, BankBI shall not be liable to you for:
8.6.1 any indirect, consequential, special or punitive loss, damage, cost and expenses;
8.6.2 loss of profit;
8.6.3 loss of business;
8.6.4 loss of reputation;
8.6.5 depletion of goodwill; or
8.6.6 loss of, damage to or corruption of Data not attributable to BankBI.
8.7 Without limiting the generality of the foregoing, BankBI’s total liability to You whether in contract, tort (including negligence) or otherwise in connection with this Agreement shall in no circumstances exceed a sum equal to the total fees payable by You to BankBI for the use of the Application in the 12 months immediately preceding the date on which the claim arose or if the claim arose during the period before the expiry of 12 months from the Effective Date, that shorter period.
8.8 BankBI 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 programmes, data or other proprietary material due to Your use of the Services and the Application or to Your downloading of any content on it, or any website linked to it.
9. DURATION AND TERMINATION
9.1 This Agreement shall, unless otherwise terminated as provided in this clause 9, commence on the Effective Date and shall continue for the period specified in Your Order Form (“the Initial Term”) and, thereafter, this Agreement shall be automatically renewed for successive period of 12 months (each a “Renewal Period”), unless:
9.1.1 either party notifies the other party of termination in writing, at least 30 days before the end of any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Renewal Period; or
9.1.2 otherwise terminated in accordance with the provisions of clause 9 of this Agreement;
9.2 Without affecting any other right or remedy available to it, BankBI may terminate this Agreement with immediate effect by giving written notice to You if:-
9.2.1 You fail to pay any amount due under this Agreement on the due date for payment and remain in default not less than 21 days after being notified in writing to make such payment;
9.2.2 You commit a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 21 days after being notified to You in writing to do so;
9.2.3 You repeatedly breach any of the terms of this Agreement in such manner as to reasonably justify the opinion that Your conduct is inconsistent with You having the intention or ability to give effect to the terms of this Agreement.
9.3 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:-
9.3.1 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986;
9.3.2 the other party commences negotiation with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
9.3.3 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
9.3.4 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
9.3.5 the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
9.3.6 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
9.3.7 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
9.3.8 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.3.1 to 9.3.9 (inclusive);
9.3.9 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
9.4 On expiry or termination of this Agreement all licences granted under this Agreement shall immediately terminate and your Authorised Users shall no longer have access to the Application or use of the Services with immediate effect.
9.5 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breaches of this Agreement which existed at or before the date of termination or expiry.
9.6 Clauses 5 and 8 will survive any termination or expiry of this Agreement together with any payment obligations owed by You to BankBI prior to the date of termination or expiry.
10.1 All notices shall be given to the parties at the addresses set out in Your Order Form.
10.2 If you have registered to use our Services then BankBI may serve a notice on you by email at the email address provided to it at the point of registration.
10.3 All notices sent by email will be deemed to have been received on the day that they are sent or, if sent on a bank holiday in England or a Saturday or Sunday, the next working day following the day on which the email was sent. All notices by post will be deemed to have been received 3 working days after the date of posting.
11.1 BankBI may from time to time change the content of the Site and the Application.
11.2 This Agreement is the whole agreement between BankBI and You. You acknowledge that You have not entered into this Agreement in reliance on any warranty or representation made by us (unless made fraudulently).
11.3 If a court decides that any part or clause of this Agreement cannot be enforced, that particular part or clause of this Agreement will not apply, but the rest of the terms and clauses of this Agreement will.
11.4 A waiver by a party of a breach of any provisions shall not be deemed a continuing waiver or a waiver of any subsequent breach of the same or any other provisions. Failure or delay on exercising any right under this Agreement shall not prevent the exercise of that or any other right.
11.5 You may not assign or transfer any benefit, interest or obligation under this Agreement. The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
11.6 BankBI reserves the right to make reference to your company name on the BankBI website or in other promotional material.
11.7 This Agreement and its subject matter and formation (including any non-contractual disputes or claims) are governed by English Law and will be subject to the exclusive jurisdiction of the English courts.