Terms of Service
Last modified: 1 January, 2021
These are our Terms and Conditions. We ask that you please read them carefully.
Carefully read these terms and conditions before registering with app.orbidalgroup.com. Once registered with Orbidal, it is an acknowledgement that you have read these terms and conditions and agree to them. if you do not agree, please do not register with app.orbidalgroup.com.
1.1. The definitions and rules of interpretation in this cause apply in these Terms and Conditions:
|Additional Terms||The additional terms and conditions (if any) agreed to by the Licensor and Licensee as set out or referred to in the Order Form including any addendum thereto.|
|Affiliate||Each and any person or organisation attached to the Licensor.|
|Agreement||The agreement between the Licensor and the Licensee, such agreement being embodied in the Order Form, these Terms and Conditions and any Additional Terms.|
|Authorised Use||Use of the Service in accordance with the Agreement.|
|Intellectual Property Rights||All copyright, database rights, patents, trademarks, service marks, and all other intellectual property rights whether registered or unregistered and all applications and rights to apply for the registration of any of the rights above and all other forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world.|
|Licensee||The organisation, firm, company or other entity to whom the license in respect of the Service is granted by the Licensor under the terms of this Agreement and whose details are set out on the Order Form.|
|Licensor||Orbidal Group Ltd (Orbidal) of 24 Beechwood Avenue Upper, Ranelagh, Dublin 6, Ireland|
|Materials||Data and reports relating to the content templates and analysis functionality within the Service.|
|Non-Subscriber||A User who has registered on the Service to participate in a bid in response to an invitation from a Subscriber. Once such a User has registered and access has been provisioned, future invitations will not require re-registration. Access for a Non-Subscriber is restricted to a single bid. To access other features of the Service, a Non-Subscriber must become a Subscriber.|
|Order Form||The online registration form and any associated pages and communications used to sign up for the Service identifying the Licensee whereby in any case the Licensee’s acceptance has been signified by acceptance of these Terms and Conditions during the email verification and account activation process.|
|Service||The software / computer programmes described in clause 4 and those listed in the Order Form and all Updates during the Term, any data, text, information and software or other material and all accompanying written materials provided to the Licensee under this Agreement by any means whatsoever, including without limitation on any storage medium not known or hereafter devised or through any means of online communication and delivery (including communication and delivery via the internet) and includes any Updates specified on the Order Form (if applicable).|
|Subscriber||A User who has registered to use the Service under the terms of a Subscription. Such Users’ access to the Service’s features is provisioned in accordance with their Subscription Level.|
|Subscription||A purchase and agreement made by a Subscriber to receive and be given access to paid-for Services at a particular Subscription Level|
|Subscription Fee||The licence fee payable by a Subscriber for use of the Service as set out on the Order Form and payable by the Licensee to the Licensor in accordance with Clause 5 for their Subscription.|
|Subscription Level||The Subscription Level denotes the level of access a User has as a Subscriber to different combinations of tools and benefits, with higher subscription levels allowing Users greater access to product features and geographic coverage.|
|Subscription Renewal Fee||The licence fee payable by a Subscriber to the Licensor for continued use of the Service in accordance with Clause 5.|
|Subscription Period||The contractual period of time over which a Subscription runs, commencing on activation of the Licensee’s User account and each anniversary thereof. Although this is typically one year, it may be longer subject to what the Licensee has agreed to on the Order Form.|
|You / Your||The person signing up to and agreeing to these Terms and Conditions on behalf of and representing the Licensee, and therefore by association is interchangeable with “Licensee”.|
|Your Data||All electronic data or information or documents submitted by You to the Service. These will be treated strictly as confidential (see Clause 15)|
|User(s)||The person or persons specifically identified to Orbidal as the named User of the Service on behalf of the Licensee. A user may be a Subscriber or a Non-Subscriber.|
1.2. Clause headings shall not affect the interpretation of this Agreement.
1.3. Word in the singular shall include the plural and vice versa.
1.4. Any obligation in this Agreement to not do something includes an undertaking not to permit that thing to be done.
1.5. These Terms and Conditions shall take precedence over any terms or conditions that the Licensee purports to apply in conflict with these Terms and Conditions herein, whether the Licensee’s terms are contained in Licensee’s purchase orders, supplier agreements, or otherwise.
These Terms apply to users registering on the Website on or after 1 January 2021. For existing users, these Terms will become effective on 1 January 2021.
3. Service Licence
3.1. This Agreement constitutes a legal contract between the organisation (Licensee), as identified on the Order Form in the case of Subscribers and on the registration page in the case of Non-Subscribers, and the Licensor (hereinafter ‘Orbidal’) that governs the Licensee’s use of Orbidal’s Subscription Service available www.orbidalgroup.com.
3.2. Upon commencement of a Subscription, Orbidal as Licensor grants the Licensee the right to have one named User (identified by an email address that specifically identifies the User) per Subscription of the Service unless the Licensee’s Subscription explicitly allows multiple Users for the Licensee’s organisation.
3.3. Upon commencement of a Non-Subscriber’s account, Orbidal as Licensor grants the Licensee the right to have one named User (identified by an email address that specifically identifies the User) of the Service.
3.4. By Subscribing to or registering for the Service, You confirm that You have authority to enter into this Agreement on behalf of the Licensee. Should Orbidal Solutions suspect that such information is untrue, inaccurate, not current or incomplete, it has the right to suspend or terminate a Licensed User’s usage of the Service.
3.5. Subscriptions cannot be shared or used by more than one User (see Clauses 10.1 to 10.5). Licensed Users may be transferable at the express agreement of Orbidal.
3.6. You are responsible for all usage or activity on the Service. Distribution of Your password to others for access to the Service is expressly prohibited and shall constitute a breach of these Terms.
3.7. This Licence applies to the Orbidal Service programmes (including, but not limited to web code, HTML, Python, Find My Tender wizard, Subscription wizard, Bid Decider Wizard, Bid Manager Wizard, Orbidal databases and Orbidal content, training programmes and information programmes) that the Licensee will use.
3.8. As You represent the Licensee, You should read these terms carefully. By installing any programs or using the Service the Licensee agrees to be bound by the Terms and Conditions of this Licence. If the Terms and Conditions of this Licence are not accepted in full, the Licensee is not authorised to use the Service. The Terms and Conditions will be deemed to have been accepted on behalf of the Licensee if You Subscribe to or register for the Service.
3.9. You shall not store or save any information or data in or using the Service that is not directly pertinent to Your bid process or the legitimate scope of the Service.
3.10. The Licensee may not use, copy, modify, adapt, translate, reverse engineer, decompile or disassemble the service, except as permitted hereunder or to the extent such acts may not be prohibited by law in the country of use or creative derivative works based on the Service. All rights not expressly granted are reserved by Orbidal.
3.11. Orbidal reserves the right to amend the Terms and Conditions at any time. Such changes will be effective following posting of the amended version on the site. It is the Licensee’s responsibility to review the Terms and Conditions regularly to ensure the Licensee is aware of the latest Terms and Conditions. Continued use of the Service will constitute acceptance of the modified Terms and Conditions. If the Licensee does not agree to any changes to these Terms and Conditions, then the Licensee’s only remedy is to cease using the Service. If the changes will have a materially negative impact on the Licensee, Orbidal will inform the Licensee. Failure by Orbidal to inform of such shall result in the Licensee being bound by the terms signed up to when taking out the subscription / renewal or the last revised version that they were informed of, whichever is the most recent.
3.12. If the Licensee does not agree to or cannot comply with these Terms, the Licensee must stop using the Service and, if applicable, cancel the Subscription.
3.13. You may be able to upload, store, publish, display and distribute information, text, photos, videos and other content on or through the Services (collectively, “Your Data”). Your Data includes any content posted by You or by Users participating in Your bids and hosted through the Services. You are solely responsible for Your Data and any transactions or other activities conducted by You on or through the Services. By posting or distributing Your Data on or through the Services, You represent and warrant to Orbidal that (i) You have all the necessary rights to post or distribute Your Data, and (ii) your posting or distribution of Your Data does not infringe or violate the rights of any third party.
3.14. Solely for purposes of providing the Services, you hereby grant to Orbidal a non-exclusive, royalty-free, worldwide right and license to make archival or back-up copies of Your Data. Except for the rights expressly granted herein, Orbidal does not acquire any right, title or interest in or to Your Data, all of which shall remain solely with You.
4. The Service
4.1. The Service, constitutes an email alert service and online portal where, subject to Subscription Level, the Licensee will get access to a variety of online business intelligence tools, data and resources, including but not limited to:
- Tender, contract and award notices
- Choice of regions: UK and ROI, Europe, Global
- Daily alert service, which provides access to contract information for Your chosen region(s) – alert profiles can be tailored to specific business interests
- Bid Decider, which enables data driven decision making
- Orbidal Analytics, which provide information and bespoke reporting on historical and upcoming public tenders including pipeline contracts
- Knowledge Centre, which provides news, training, market insights, blogs and commentary and sector specific reports
- Team Manager, which provides team and task management functionality
- Bid Manager, which provides bid and proposal development support
- Orbidal provides access to contract information based on the chosen Subscription Level and the restrictions associated with information related to tenders and tender contact information
- Online training, membership benefits and information programmes for the benefit of Subscriber
- Account Concierge Service offering guidance in respect of tender competitions and procurement rules in general
- Consultancy service offering bid writing, bespoke training and related services
4.2. Full access to additional regions and/or tiers of service and/or service options may require an upgrade to the current Subscription Level subject to Subscription charges and the Terms of Business below.
4.3. If Orbidal receives from the Licensee a written request to stop sending email alerts as part of the Service, Orbidal will do so. Should the Licensee elect to submit such a request, the Licensee understands that Orbidal’s subsequent agreement to stop sending alerts shall in no way be considered a breach of contract between Orbidal and the Licensee, and as such the contract shall remain fully in force and legally binding.
5. Terms of Business
5.1. The Terms of Business under this Clause 5 do not apply to Non-Subscribers.
5.2. If You register on the website for a trial, Orbidal will make one or more Services available on a trial Subscription basis free of charge until the earlier of (a) the end of the trial period for which You have registered, or for for which You are registering, or (b) the start date of any Purchased Services ordered by You on behalf of the Licensee. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
5.3. If You register on the website for a trial, then at the end of the introductory trial period the trial Subscription will be cancelled.
5.4. Where a Subscription commences immediately following an introductory trial period, the commencement of the Subscription will be from the date of conversion from trial to Subscription and will be for a minimum period of one year. Any optional additional upgrade services selected when the Licensee’s Subscription commences will be included in the Subscription.
5.5 If the Licensee commences with a Subscription directly without taking an introductory trial, the Licensee’s Subscription will commence from the date on which the User activates his/her account and will continue for a minimum of one year.
5.6 The first Subscription Period will be charged at the fee indicated in the quotation or registration process.
5.7. Any optional additional upgrade services selected when the Subscription commences will be charged at full cost, unless stated otherwise in the quotation or registration process. The charge for any optional additional upgrade services selected after the Licensee’s Subscription has commenced will be pro-rated to fall in line with the Subscription period and, where purchased, will form part of The Subscription will continue thereafter for further such periods (to be invoiced at the full Subscription Fee, following renewal) until Orbidal receives the Licensee’s written request to terminate the Subscription or downgrade from an optional upgrade service, this to be effective as from the end of Subscription period then in progress.
5.8. Any additional upgrade services made available free of charge during the trial period and/or the first Subscription Period will become chargeable upon renewal.
5.9. A number of services available for purchase in conjunction with a Subscription may also be made available for purchase individually from time to time. Should one or more of these services be purchased outside a Subscription, these will be treated as separate Subscriptions. Such Subscription will commence from the date of purchase for a minimum of one year, and shall continue thereafter for further such annual periods (to be invoiced at the full Subscription Fee, following renewal) until Orbidal receives a written request to terminate the Licensee’s Subscription, this to be effective as from the end of the Subscription Period then in progress.
5.10. All Subscriptions must be paid by bank transfer or Credit Card with application.
5.11. Should You fail to make payment within 14 days of the subscription start, or the renewal date, Orbidal reserve the right to suspend the service until payment of the undisputed amount is made. This does not remove the entitlement for Orbidal to pursue for the full balance due. The period of suspension of service will not be added to the subscription term or refunded.
5.12. Applications may be subject to credit checks.
6.1. The terms of cancellation under this Clause 6 do not apply to Non-Subscribers.
6.2. All requests to cancel must be confirmed in writing via email to [email protected] before they can be processed.
6.3. Cancellations will only be effective from the end of the Subscription period then in progress. The Licensee will continue to be a subscriber to the service until the end of the current Subscription Period then in progress and will continue to receive the service(s) for the remainder of that current Subscription Period.
6.4. Where full payment of the current Subscription Period has been received, no refunds will be due or given. Where full payment of the current Subscription Period has not been received, any outstanding fees will become payable. Any discounts previously given for that year will only be applicable provided the Subscription Fee invoiced is paid within 30 calendar days from date of invoice.
6.5. If the Licensee wishes to terminate the service in advance of the end of the Subscription Period then in progress, the Licensee must request Early Service Termination (see 7).
7. Early Service Termination
7.1. The terms of early service termination under this Clause 7 do not apply to Non-Subscribers.
7.2. If the Licensee does not wish to continue receiving the service(s) for the remainder of the current Subscription Period, Early Service Termination must be requested. Requests for Early Service Termination must be confirmed in writing via email to [email protected] before they can be processed.
7.3. Telephone notification must be followed up by email within the time periods specified above.
7.4. It is the Licensee’s responsibility to ensure that the notification is emailed correctly as Orbidal cannot be held responsible for non-receipt. If the Licensee does not receive confirmation within two working days that the email has been received, the Licensee shall contact Orbidal immediately.
7.5. In all cases the full Subscription Fee invoiced will become payable, subject to the following:
- Subscribers in Year 1 may cancel within 10 days of the subscription start date and a full refund or credit will be made. Cancellations after 10 days from the subscription start date will be effective from the end of the subscription period then in progress. The full balance owing will be payable.
- Renewing subscribers in Year 2 and beyond may request early service termination within 30 calendar days of the start of the new Subscription Period. Such requests will be subject to an early termination fee equal to one third of the full Subscription Fee plus VAT. Settlement of such fee must be made within 35 calendar days from the start of the new Subscription Period, otherwise the Licensee will become subject to full payment. In all cases, the following stipulations will apply:
– Once payment in accordance with the Early Service Termination fees stipulated above is received, a credit note will be issued for any balance outstanding.
– All invoices for Subscriptions are due for payment 30 days from invoice date, unless otherwise agreed by Orbidal in writing. Payment will be deemed to be late if payment is still outstanding after this default credit period of 30 days.
8. Outstanding Subscription Payments
8.1. The terms relating to outstanding payments under this Clause 8 do not apply to Non-Subscribers.
8.2. Failure to make full payment within 90 days of invoice date, or failure to make instalment payments as agreed in writing with Orbidal, will result in the service being suspended until payment is made. This does not affect Orbidal’s right to collect full payment for the Subscription Fee. Should the service be resumed, the period of time for which the Subscription has been suspended will not be added to the Subscription period.
8.3. Any invoice outstanding beyond the periods stipulated above may be referred to an external debt collection agency, in which case a surcharge of 15% plus VAT will be payable to cover the collection costs incurred. This surcharge, together with all other charges and legal fees incurred will be the responsibility of the Licensee and will be legally enforceable.
8.4. Under the terms of the Prompt Payments of Accounts Act, Orbidal retains the right to charge interest on overdue accounts. The interest on overdue bills is calculated at the rate of 8% above the European Central Bank base reference rate. Purchasers cannot contract out of late payment legislation.
8.5. Should the Licensee seek termination of the Subscription before the end of the Subscription Period then in progress and a payment remains outstanding, this request will be subject to the Early Service Termination clauses (see Clause 7).
9. Bid Consultancy Services
9.1. The terms of this Clause 9 shall additionally apply where Bid Consultancy services are provided by Orbidal Group.
9.2. Bookings are subject to being confirmed and accepted by Orbidal:
- Your booking for consultancy must be submitted in writing either as an acceptance of a proposal provided to You by Orbidal or via the Orbidal Assist platform function.
- Orbidal will confirm Your booking through the Orbidal platform, at which point Your booking will be contractually binding and subject to the terms and conditions contained herein.
- Prior to acceptance of Your booking, Orbidal reserve the right to discretionally refuse bookings.
- Where consultancy is provided as part of your Service, one day of consultancy (8 hours) is included and may be taken as one full day (9 am to 5 pm) or as two half days.
- If You require additional days, such days will need to be purchased by You and will be chargeable at the then advertised price or as communicated to You by Your Account Manager.
- Whether bundled or chargeable, quoted prices for consultancy exclude any related travel and / or accommodation costs that may be incurred by Orbidal. Such costs will be chargeable to You and will be invoiced. Subsistence will be charged at a rate of €35.00 per day and will be invoiced.
- Invoices will be issued within seven working days of the completed consultancy / training and must be paid within 30 days of the invoice date.
- If consultancy work is to be performed outside standard working hours, which are defined as Monday to Friday from 9am until 5.30pm excluding public holidays, then additional charges may apply. Such charges will be confirmed prior to the consultancy taking place.
9.3. Limitation of Liability – Orbidal provides advisory services and You confirm that no liability attaches to Orbidal in respect of the advices given, materials provided to You or materials submitted on your behalf as part of a bid.
9.4. Cancellation or Rescheduling by You
- You have the right to cancel Your consultancy at any time subject to You notifying Orbidal in writing and receiving an acknowledgement of Your cancellation from Orbidal.
- Cancellation following confirmation of Your booking and prior to the commencement of consultancy will require You to pay 100% of any related expenses already incurred by Orbidal.
- If for any reason the consultancy must be rescheduled by You, You may incur a rebooking fee of €100 plus VAT and any related expenses already incurred by Orbidal.
9.5 Cancellation or Rescheduling by Orbidal
- Orbidal reserves the right to change consultants. Orbidal further reserves the right to cancel or reschedule any booked consultancy at any time. In the unlikely event that such circumstances arise, Orbidal will make all reasonable efforts to provide alternative consultancy / training services.
- In the unlikely event that Orbidal invokes its right to cancel or reschedule, no costs will be charged to You in respect of the consultancy that has been cancelled.
- In the unlikely event that Orbidal invokes its right to cancel or reschedule, Orbidal’s liability to You will be limited to a maximum of €500 for unavoidable costs incurred by You as a consequence of Orbidal’s decision to cancel or reschedule, subject to Your provision of evidence such as supplier invoices or expense receipts.
- Rescheduled consultancy will incur costs as normal in relation to the revised date of delivery and in accordance with Clause 9.2.
9.5. Consequences of Failure to Pay – If payment is not made by the date stated on the invoice, this will be deemed a breach of contract and subject to Clause 8.
9.6. Consultants – Orbidal reserves the right to subcontract work in order to fulfil consultancy bookings. This includes the right to allocate and / or substitute consultants, depending on the skills, experience and availability of consultants. However, Orbidal will at all times do their utmost to provide a consultant whose skills and experience are relevant to that required by the Client.
- Prior to Your consultancy being carried out, materials may be sent to You. Such material is confidential and must not be copied or passed to any third parties. Should any equipment be required on the day of work, prior notice will be given by Orbidal.
- If any hardware, equipment or software requirements notified to You as required in order to fulfil the consultancy have not been produced, work may be postponed until such requirements are available.
- The copyright of all material provided to You by the consultant rests with the consultant and Orbidal shall not be held responsible for any infringements as a result of plagiarism, libel, slander or any misuse of material.
9.8. Responsibility – Where a third party venue is used, neither Orbidal nor the venue operator will be responsible for any loss, damage, death or injury whatsoever caused unless (i) the relevant party has breached its legal obligations and (ii) such loss or damage is a direct or reasonable foreseeable result of the breach. Subject to the foregoing with regard to personal property brought to the venue, the liability of the relevant party shall be limited to the reasonable cost of either repairing or replacing such property subject to fair wear and tear.
9.9 Complaints – In the unlikely event that You wish to make a complaint about Your consultancy, please notify Your Account Manager immediately in writing. Orbidal will then do everything reasonably possible to find a speedy and satisfactory solution.
10. Your Data on Termination or Expiry of This Licence
10.1. On the termination or expiry of this Licence, You shall cease, and shall ensure that all Users cease, all use of the Service.
10.2. You are responsible for downloading any data or documents you wish to retain beyond the life of your Subscription. You accept it is Your responsibility to do this prior to the end of your Subscription using the download facilities provided in the Service. Access to the Service will not be available for this purpose beyond the end of your Subscription Period.
10.3. Should You fail to download your data or documents before your Subscription ends or terminates, Orbidal shall not be liable for any loss incurred by You arising from deletion of Your Data.
11. Other Restrictions
11.1. The Licensee acknowledge that this Licence is granted solely to a single named User, unless You have a Subscription that explicitly allows multiple users, on behalf of the organisation identified on the registration form and neither this Licence nor the Service may be transferred, sub-licensed or otherwise assigned except with the express permission of Orbidal. In the event that the Licensee wishes to change the named User, it must notify Orbidal in writing and Orbidal shall implement the change on behalf of the Licensee.
11.2. Any export of the Service is subject to the requirements and restrictions of applicable laws and regulations.
11.3. The User(s) may configure the Service for the User’s own use provided it is in support of the Licensee’s Authorised Use
11.4. The Licensee and User(s) agree that others will not be allowed to use the User’s User name, password and/or account and the Licensee and User(s) are responsible for maintaining the confidentiality and security of the account.
11.5. The Licensee agrees to notify Orbidal immediately of any known or suspected unauthorised use of the password and/or Subscription, including loss, theft, or unauthorised disclosure of Your password(s). You are responsible for maintaining the confidentiality of Your password. Orbidal shall not be responsible for any losses arising out of the unauthorised use of the User’s username, password or account and the Licensee agrees to indemnify and hold harmless Orbidal for any improper, unauthorised or illegal uses of the same. You will never be required to reveal Your password to any agent or representative of Orbidal.
11.6. Any reference to a linked site or any specific third party product or service by name does not constitute or imply its endorsement by us, and the Licensee assumes all risk with respect to its use.
11.7. Under no circumstances shall Orbidal , nor its affiliates, agents, and suppliers, be liable for any damages, including without limitation, direct, indirect, incidental, special, punitive, consequential, or other damages (including without limitation lost profits, lost revenues, or similar economic loss), whether in contract, tort, or otherwise, arising out of the use or inability to use the Service or any linked site, even if Orbidal are advised of the possibility thereof, nor for any claim by a third party except in the case of death or personal injury caused by Orbidal Group Ltd’s negligence.
11.8. The Licensee shall not copy, use, modify, transmit, distribute, reverse engineer, or in any way exploit copyrighted or proprietary materials available on this site, except as expressly permitted by Orbidal Group Ltd. Exporting, or extracting Orbidal Group Ltd data from this website into other databases is expressly prohibited as is the reselling of Orbidal Group Ltd information. All trademarks, service marks, and trade names in this site are the marks of the respective owner(s), and any unauthorised use thereof is strictly prohibited. Orbidal Group Ltd shall not be liable for any errors, inaccuracies or delays in content, or for any actions taken in reliance thereon. Orbidal Group Ltd expressly disclaims all warranties, expressed or implied, as to the accuracy of any the content provided, or as to the fitness of the information for any purpose.
12. Fair and Acceptable Use Policy
12.1. Orbidal’s fair and acceptable usage policy is designed to make sure the Services provided to You deliver value, are fast and reliable. The list under 11.2 details all the uses of the Services that Orbidal consider to be unfair or unacceptable. You must ensure that any use of the Services, by You complies with this policy. If You contravene this policy may (a) give You notice to stop the unacceptable use(s), or (b) terminate or suspend Your Services with or without notice as we consider appropriate under this agreement.
- You shall not use the Services for: unlawful, fraudulent, criminal or otherwise illegal activities.
- Sending, receiving, publishing, posting, distributing, disseminating, encouraging the receipt of, uploading, downloading or using any material which is offensive, abusive, defamatory, indecent, obscene, unlawful, harassing or menacing or a breach of the copyright, trademark, intellectual property, confidence, privacy or any other rights of any person.
- Knowingly or negligently creating, transmitting, storing, publishing or uploading any electronic material (including, without limit, files that contain viruses, corrupted files, Trojans or any other similar Malicious Code, scripts or similar software programs or instructions) which will or are designed, known or likely to delete, interrupt, damage, destroy, change, modify or limit the functionality of any computer software, hardware, telecommunications equipment or data or data files owned by Orbidal or any other User of or customer of Orbidal using the Service.
- Activities that invade another’s privacy, cause annoyance, inconvenience or needless anxiety to any person.
- Activities that are in breach of any third party’s rights, including downloading, installation or distribution of pirated software or other inappropriately licensed software, deletion of any author attributions, legal notices or proprietary designations or labels in any file that is uploaded, falsification of the origin or source of any software, document or other material.
- Anything that may disrupt or interfere with Orbidal’s network or Service or cause a host or the network to crash.
- Launching “denial of service” attacks; “mail bombing” attacks or “flooding” attacks against a host or network.
- Granting access to the Services to others who are not authorised Users, or in any way reselling or re-providing the Services to third parties.
- Making excessive use of, or placing unusual burdens on the network, for example by sending or receiving large volumes of email, uploading excessively large files.
Circumventing the user authentication or security process of the host or network.
12.2. You are responsible for all uses made of the Services through Your account and for any breach of this policy whether an unacceptable use occurs or is attempted, whether You knew or should have known about it, whether or not You carried out or attempted the unacceptable use alone, contributed to or acted with others or allowed any unacceptable use to occur by omission. You agree that Orbidal is not responsible for any of Your activities in using the Services.
12.3. If Orbidal feel that Your activities are so excessive that other customers are detrimentally affected, Orbidal may give You a written warning (by email or otherwise). In extreme circumstances, if the levels of activity do not immediately decrease after the warning, Orbidal may terminate or suspend Your Services.
12.4. In order to safeguard the network and facilities as well as to protect against egregious use of the storage facilities provided with the Services, your usage will be subject to these terms of fair usage and Orbidal may monitor your usage to ensure compliance. The vast majority of Orbidal’s Customers will not use the Services’ storage facilities excessively. Orbidal will determine from time to time what is deemed excessive usage in relation to typical uses of the Services. Currently the usage range per Customer is estimated well below 10Gb of cloud storage space. This estimate is subject to periodic review based on future customer behaviour and usage of the Services.
13. Licensee’s Use of Orbidal Websites and Web-Based Elements of the Service
13.1. The Licensee may not use any ‘deep-link’, ‘page-scrape’, ‘robot’, ‘spider’ or other automatic device, programme, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of any Orbidal websites, the Service or any materials or in any way reproduce or circumvent the navigational structure or presentation of the Service to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service. Orbidal reserves the right to bar any such activity, including via software and other electronic means.
13.2. The Licensee may not attempt to gain unauthorised access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any Orbidal server, or to any of the services offered on or through any Orbidal websites, by hacking, password ‘mining’ or any other illegitimate means.
13.3. The Licensee may not probe, scan or test the vulnerability of any Orbidal websites, and/or the Service or any connected network, nor breach any of Orbidal’s security or authentication measures. The Licensee may not reverse look-up, trace or seek to trace any information on any other User of or visitor to any Orbidal website or the Service, or exploit the Service or any services or information made available or offered by or through Orbidal’s websites, in any way where the purpose is to reveal any third party information. The Licensee will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of Orbidal’s websites, the Service or other systems. The Licensee agrees not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Service. The Licensee will not make or attempt any denial of service attacks against Orbidal.
14. Links to Third Party Sites
14.1. The Service may present links to third party websites not owned or operated by Orbidal. Orbidal is not responsible for the availability of these sites or their content. The Licensee agrees that Orbidal is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the Licensee’s use of or reliance on any content of any such site or goods or services available through any such site.
14.2. Materials provided by Third Party providers have not been independently authenticated in whole or in part by Orbidal Solutions.
14.3. The original (or source) data provided within the Service is created and published by third parties (e.g. local authorities or central government departments). Orbidal Solutions is not responsible for any omissions or inaccuracies in the original or source data, and will not be held liable for any indirect, punitive, special, incidental or consequential damage (including loss of business, revenue, profits, use, data or other economic advantage) that arise from its use. Any questions regarding the accuracy or completeness of the original or source data should be directed to the originators of such materials.
15. Promotions and Advertising
15.1. Orbidal may present advertisements or promotional materials on or through the Service and on any Orbidal websites. The Licensee’s participation in any promotional event is subject to the terms and conditions associated with that event. The Licensee’s dealings with, or participation in promotions by any third party advertisers on or through the Service are solely between the Licensee and such third party. The Licensee agrees that Orbidal shall not be responsible or liable for any loss or damage of any kind incurred by the licensee as the result of any such dealings or as the result of the presence of such third parties on the Service.
15.2. If a discount has been given against any subscription, whether as part of any promotional offer or otherwise, the discount will not apply beyond the current Subscription Period and the subscription will be renewed at the then prevailing full list price.
16.1. During the course of the parties’ relationship, a party may have access to the other party’s Confidential Information. The parties agree that the term “Confidential Information” shall mean any information, technical data, or know-how, including, without limitation, that which relates to research, products, services, customers, markets, inventions, processes, designs, marketing, future business strategies, trade secrets, finances, and other nonpublic information of the disclosing party, including the details of this Agreement. The amount and type of Confidential Information to be disclosed is completely within the sole discretion of each party.
16.2. The parties agree that Confidential Information does not include a party’s information which the other party can establish by legally sufficient evidence:
- Was in the possession of, or was rightfully known by a party without an obligation to maintain its confidentiality prior to its receipt from the other party;
- Is or becomes generally known to the public without a breach of this Agreement;
- Is obtained by a party in good faith from a third party having the right to disclose it without an obligation of confidentiality;
- Is independently developed by a party without use, directly or indirectly, of Confidential Information received from the other party; or
- Is authorised in writing by a party to be released from the confidentiality obligations herein.
16.3. Non-Disclosure: Each party agrees that it shall not use or permit the use of any Confidential Information of the other party except to the extent reasonably required for purposes of this Agreement, nor disclose or permit to be disclosed the Confidential Information of the other party to any person or entity (other than its own employees, agents, representatives, or affiliated entities having a reasonable need for such information for the purposes of this Agreement and that have agreed to keep such information confidential), nor duplicate any Confidential Information of the other party which consists of computer software or documentation or other materials expressly restricted against copying or which carry the notation “Confidential,” “Company Confidential,” and/or “Proprietary”, unless such duplication, use or disclosure is specifically authorized in writing by the other party. Each party agrees that damages may not be adequate to protect the other party in the event of a threatened breach of this Clause 15, and that either party may take equitable action, including seeking injunctive relief, to enforce this Clause 15.
16.4. The provisions of this Section 16 shall survive the termination or expiration of this Agreement.
16.5. Legal Disclosure. If it is reasonably necessary for the receiving party to disclose any Confidential Information to (i) enforce this Agreement, (ii) comply with a judicial or administrative proceeding or similar process, or (iii) comply with a stock exchange rule, or rule of any other regulatory authority which has jurisdiction over receiving party, the receiving party will, if permitted, provide the disclosing party with prompt written notice so the disclosing party may, at the disclosing party’s sole expense, seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event such protective order or other remedy is not obtained, the receiving party will not be in breach of Section 24 by furnishing such Confidential Information as legally required and will exercise commercially reasonable efforts to obtain assurance that confidential treatment will be accorded the Confidential Information so disclosed, at the disclosing party’s expense.
17. Consequences of Breach of These Terms
17.1. In the event that Orbidal considers or determines, in their discretion, that the Licensee has breached, violated or contravened any provision of this Agreement or have otherwise demonstrated inappropriate conduct in the use of the Service, Orbidal reserves the absolute right, at its sole discretion to:
- Warn the Licensee of the License violation and ask the Licensee to discontinue such conduct. and/or
- Discontinue the Licensee’s access to the Service and/or any other related services, including paid-for content/features, and/or
- Take measures (including terminating, suspending or restricting the User’s use of the Service) to prevent the Licensee from using the Service or linking to or accessing the website, and/or
- Terminate this Licence with immediate effect.
17.2. If Orbidal terminates this Agreement or suspends the Licensee’s User account(s) for any of the reasons set forth in this Agreement, Orbidal shall have no liability or responsibility to the Licensee, and Orbidal will not refund any amounts that the Licensee has previously paid.
18. Infringement of Intellectual Property Rights
18.1. If Orbidal receives a notice alleging that the Licensee has engaged in behaviour that infringes Orbidal’s or any other party’s intellectual property rights, or reasonably suspects the same, Orbidal may suspend or terminate the Licensee’s account without notice. If Orbidal suspends or terminates the Licensee’s account under this paragraph, it shall have no liability or responsibility to the Licensee, including for any amounts that the Licensee has previously paid.
18.2. The Licensee shall have no liability or responsibility for any claim that arises in respect of an infringement by Orbidal against a third party’s intellectual property rights.
19. Patents and Trade Marks
19.1. All trademarks, service marks, trade names, slogans, logos, and other indicia of origin that appear on or in connection with the Service are the property of Orbidal and/or its affiliates. The Licensee may not copy, display or use any of these marks without prior written permission of the relevant owner. The Service and/or portions of the Service may be protected under patent law and may be the subject of issued patents and/or pending patent applications.
20. Modifications to Service
20.1. Orbidal reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice to the Licensee, without any liability to the Licensee or to any third party.
20.2. Orbidal reserves the right to vary the free and paid-for content/features of the Service and does not guarantee that the content/features of the Service provided free of charge will remain free of charge and does not guarantee that the content/features of the Service provided subject to payment will remain a paid-for service.
21. Limited Warranty
21.1. Orbidal will use reasonable endeavours to make the Service available 24 hours a day during the Licensee’s Subscription period. However, Orbidal will not be liable if for any reason the Service is not available at any particular time or for any reasonable period.
22. End User Remedies
22.1 Orbidal’s entire liability and the Licensee’s exclusive remedy in the event that a valid claim is made by the Licensee to Orbidal within the terms of the aforesaid warranty shall be, at Orbidal’s option, the repair, reinstatement or replacement of the Service within a reasonable time.
22.2 If any provision of this Licence is judged to be illegal or unenforceable by a court of competent jurisdiction, the remainder of the provisions of the Licence shall continue in full force and effect.
23. No Other Warranties
23.1. Orbidal and its licensors disclaim all other conditions or warranties express or implied, statutory or otherwise which are hereby expressly excluded to the extent permitted by law. For the avoidance of doubt, neither Orbidal nor its licensors warrant the quality or accuracy of any information or documentation resulting from or transmitted using the Service. There is no warranty by Orbidal or any other party or person that the functions contained in the Service will meet the Licensee’s requirement or that the operation of the Service will be uninterrupted or error free. The Licensee assumes all responsibility for the selection of the Service to achieve the Licensee’s intended results, and for the installation use and results obtained from it.
24. No Liability for Indirect or Consequential Loss
24.1. Neither Orbidal nor its licensors shall be liable for any indirect, special or consequential loss, loss of profits, loss of revenue, loss of business, loss of use, loss of contracts, loss of anticipated savings or for any indirect economic or financial loss whatsoever and howsoever suffered, even if Orbidal has been advised of the possibility of such damages.
24.2. Nothing in this Licence shall exclude or limit Orbidal’s liability for death or personal injury or any other liability that cannot be lawfully excluded under any applicable law.
25. Force Majeure
25.1. Orbidal will not be liable for any delay in performing or failure to perform its obligations under this Licence due to any cause outside Orbidal’s reasonable control. Such delay or failure shall not constitute a breach of this Licence and the time for performance of the affected obligation shall be extended by such period as is reasonable.
26. Privacy and Cookies
27. Local Laws and Export Control
27.1. Orbidal Solutions operates the Service from its headquarters in the Ireland and makes no representation that it is appropriate or available for use in other locations. If the Licensee uses the service from other locations, the Licensee is responsible for compliance with applicable local laws including but not limited to the export and import regulations of other countries.
27.2. The Licensee acknowledges and agrees that Materials are subject to Irish laws and Regulations. Diversion of such Materials contrary to Irish law is prohibited.
28. Law And Jurisdiction
28.1. These Terms and Conditions shall be governed by and construed in accordance with the laws of Ireland and any disputes shall be subject to the jurisdiction of the courts of Ireland, unless otherwise submitted by Orbidal Group Ltd.
Orbidal Group Ltd do not warrant, represent or offer undertakings in respect of the content of the website (including but not limited to quality, accuracy, completeness or fitness for particular purpose of the information contained therein) and do not accept responsibility for loss occasioned as a result of reliance on the said information. For the avoidance of doubt, this disclaimer extends to the content of any third-party website accessed through hypertext link. Orbidal Group Ltd do not endorse or approve information contained in any third-party site, nor can we be liable for any alleged infringement of another individual or body’s intellectual property rights.
Unless stated to the contrary, material in this website is copyright to Orbidal Group Ltd. Reproduction is limited to the downloading to a local hard disk for your personal use. The content of the website may not be copied or otherwise incorporated into or stored in any other website, electronic retrieval system, publication or other work in any form.
31. Data Protection Act
Your personal data is protected in Ireland by the Data Protection Act. This provides amongst other things that the data we hold about you should be processed lawfully and fairly. It should be accurate, relevant and not excessive. The information should, where necessary, be kept up to date and not retained for longer than is necessary. It should be kept securely to prevent unauthorised access by other people. You have the right to see what is held about you and correct any inaccuracies.
Orbidal Group Ltd may hold other details about you, particularly if you have a subscription or user account, which was applied for either via post or electronically. This information is not available on line.
We are committed to the principles inherent in GDPR and particularly to the concepts of privacy by design, the right to be forgotten, consent and a risk-based approach. In addition, we aim to ensure:
Transparency with regard to the use of data.
That any processing is lawful, fair, transparent and necessary for a specific purpose.
That data is accurate, kept up to date and removed when no longer necessary.
That data is kept is safely and securely.