Terms of Service

1. Introduction

1.1 Terms and Conditions for Use of the Mycroft System
These TERMS AND CONDITIONS – CUSTOMER TERMS (hereinafter Terms & Conditions) apply to the Mycroft system (hereinafter the “System”) that Mycroft Technologies Ltd, UK reg. no. 15973233, 7 Bell Yard, London, England, WC2A 2JR (hereinafter “Mycroft”) provides to the customer (hereinafter the “Customer”) in accordance with these Terms and Conditions.

1.2 Agreement Structure
The Mycroft contract together with any appendices and these Terms & Conditions constitute the agreement (hereinafter the “Agreement”) between Mycroft and the Customer. In case of any discrepancies between the Order Confirmation and these Terms & Conditions, the terms of the Order Confirmation will take precedence.

2. License and usage of the System

2.1 Definition
The System is an online solution and platform that enables the customer to streamline investigations. Mycroft hereby grants the Customer the right to use the System based on these Terms and Conditions. The right of usage is restricted to the Customer's personnel. Other users may only be granted rights of usage to the System subject to written agreement between Mycroft and the Customer.

2.2 Rights of usage
The Customer’s right of usage is non-exclusive and limited to the term of the Agreement.

3. Technical Requirements

The System is available online and access to the System may be established by usage of most available browsers.

4. Limitation on the Customer's usage

4.1 Rights of Use
All rights granted under these Terms and Conditions are non-exclusive and non-transferable. Accordingly, if not expressly permitted in these Terms and Conditions, the Customer may not distribute, sublicense, rent, lease, lend, resell or transfer its right of usage of the System, in whole or in part.

In case the Customer is a part of a group of associated companies such associated companies must be specified in the agreement between the Customer and Mycroft and these Terms and Conditions shall apply concurrently to all such companies. The group companies are jointly referred to as the Customer in these Terms and Conditions.

4.2 Permitted Use and Restrictions
The Customer may use the System only in accordance with these Terms and Conditions, and the Customer may particularly not reverse engineer, decompile or disassemble the System, or attempt to do so, work around any technical limitations in the System or against restrictions in System documentation.

4.3 Verification of Eligibility and Suspension of Access
Mycroft reserves its rights to verify eligibility with clause 4, specifically that rights of use are not shared or resold, at any time and suspend the Customer's access to the System if the eligibility requirements are not met. Mycroft is further entitled to suspend the Customer’s access to the System if the Customer fails to pay its subscription after the first reminder of late payment.

5. Changes and updates

5.1 System Changes and Customer Rights
Mycroft may change the content or scope of the System. If Mycroft wishes to implement major changes that may result in a change in the Customer's current procedures, Mycroft shall inform the Customer about the matter as soon as possible and no later than one (1) month prior to the implementation of such changes. Regardless of clause 16.2, the Customer is entitled to terminate the subscription with effect from the end of the notice period of thirty (30) days and to receive a proportionate share of the paid license fee for the Contract term.

5.2 Customer Requests
The Customer may forward wishes to change in the scope or content of the System. Mycroft is, however, not obliged to change the System to accommodate the wishes of the Customer.

6. Prices and Payments

6.1 Pricing
The Customer agrees to pay the prices specified in the contract, which may be adjusted on an annual basis.

6.2 Invoicing and Payment Schedule
Unless otherwise agreed the payment for the System will be invoiced annually prior to the commencement of a Term, however, the first Term is invoices upon the acceptance of the contract.

6.3 Payment Terms and Interest on Late Payments
Payments shall be made no later than 14 days following the Customer’s receipt of invoice from Mycroft. In case of late payment, Mycroft charges interest for default on the amount owing at the time in question, at a rate of 1.5 (one and a half) per cent per month from the due date. Interest will be calculated each month on the outstanding balance due.

7. Support

During the Term, Mycroft will provide technical support for the System. Unless otherwise specified, support will be available via email or phone during Mycroft’s standard working hours. Support requests will be addressed within a reasonable timeframe, but no specific response time is guaranteed. Any agreement on response time must be made in writing and attached as an appendix to the Agreement or these Terms and Conditions.

8. Service Level Agreement

Mycroft endeavours that the System is available all times. However, the System may be unavailable due to preventive, corrective or adaptive maintenance or other forms of service announced by Mycroft in advance and due to other circumstances beyond Mycroft's control. Mycroft will endeavour to notify the Customer in advance about any circumstances that may affect the availability of the System.

9. Back-up

Mycroft does not retain backups of the Customer’s data. The Customer is responsible for ensuring that any necessary backups are made. The Customer can delete their data via the software at any time during the Term. Upon expiry of the Term, all data stored within the system will be permanently deleted in accordance with clause 17.

10. Intellectual Property Rights

10.1 Ownership and Usage Rights
The Customer’s right of usage of the System, including documents, images, tools, videos and guides contained in the System, is limited to the Term, in accordance with clause 2. Mycroft retains all other rights to the System including documents, images, tools, videos and guides contained in the System including ownership rights and copyrights.

10.2 Customer Data Ownership and De-identified Data Use
The Customer's data is the property of the Customer, and Mycroft is not permitted to copy or delete the Customer's data without instructions from the Customer. Mycroft is, however, entitled to use de-identified data including, but not limited to, amount of cases, case categories and amount of users in the system, for statistical or research purposes in order to enhance the performance of the System.

10.3 Use of Logo
The Customer grants to Mycroft the right to use the Customer logo in marketing, sales, financial, and public relations materials and other communications solely to identify the Customer as a customer.

11. Personal data

11.1 Data Processing Roles and Agreement
Mycroft processes personal data on behalf of the Customer, and the Parties have agreed to a data processing agreement pertaining to Mycroft’s processing of personal data on behalf of the Customer. The parties maintain that Mycroft is the “processor” and the Customer is the “controller” within the meaning of the personal data legislation. 

11.2 No Charges for Data Processing Assistance
Mycroft is not entitled to payments for its assistance to the Customer pursuant to the data processing agreement. 

12. Confidentiality

Both parties must ensure that all information received from the other party is kept secret in accordance with the data processing agreement.

13. Guarantee

13.1 Uptime
The function of the System is described in clause 1. Mycroft does not guarantee that the System is free of errors and functions without interruption. However, Mycroft shall continuously maintain the System and make its best efforts to fix errors in the System within reasonable time.

13.2 Binding Guarantees, Representations, and Warranties
Guarantees, representations and warranties are binding on Mycroft only if agreed to specifically in writing.

14. Expiry

The Customer is entitled to receive its data on an accessible media format on expiry of the Term. Further, Mycroft is obliged to delete the Customer's data, including personal data, no later than three (3) months following the expiry of the Term. Mycroft is not entitled to payment for its services rendered to the Customer in connection with the expiry of the Customer's usage of the System. Mycroft is, however, entitled to use anonymised data including, but not limited to, amount of cases, case categories and amount of users in the system, for statistical or research purposes in order to enhance the performance of the System.

15. Governing law and disputes

15.1 Governance
The Agreement and these Terms and Conditions are governed in accordance with the laws of England and Wales.

15.2 Dispute Resolution
Any dispute arising out of or in connection with the Agreement and these Terms and Conditions, including any disputes regarding the existence, validity or termination thereof, shall be resolved through mediation or, if necessary, arbitration, before a panel located in London, England.