EFLOW TERMS AND CONDITIONS OF ACCESS AND USE BY AUTHORISED USERS

"Agreement" means these terms and conditions for access to and use of eFlow by Authorised Users.

"Authorised User" means a Client’s authorised employee, agent, bidder, potential supplier and independent contractor (as the case may be) who is entering into this Agreement to get access to and use eFlow.

"Client" means the entity Efficio entered into the eFlow terms and conditions of access and use, who is responsible to pay Efficio the charges for the Authorised Users access to and use of eFlow.

"Efficio" means Efficio Limited incorporated and registered in England with company number 4010379 whose registered office is at 33 Regent Street, London SW1Y 4NE.

"Efficio Data" has the meaning set forth in clause 3.6.

"eFlow terms and conditions of access and use" means the agreement concluded between Efficio and its Client granting the Client a non-exclusive, non-transferable right and licence to permit Authorised Users to use eFIow during the duration of the contractual relationship solely for the Client’s internal business operations. 

"Party" means Efficio or the Authorised User.

"Parties" means Efficio and the Authorised User.

"Usage Right" has the meaning set forth in clause 1.

"Usage Period" has the meaning set forth in clause 6.1.

"User Account" has the meaning set forth in clause 2.1.

BY CLICKING ON THE "ACCEPT" BUTTON BELOW THE AUTHORISED USER 

•    REPRESENTS, WARRANTS AND AGREES THAT IT IS DULY AUTHORIZED TO ENTER INTO THIS AGREEMENT IN HIS/HER PERSONAL CAPACITY AND ON BEHALF OF THE ENTITY HE/SHE REPRESENTS, IF ACCESSING OR USING EFLOW IN HIS/HER ROLE AS AN EMPLOYEE OR AGENT OF SUCH ENTITY, AND
•    AGREE TO BE BOUND BY THIS AGREEMENT.

1    USAGE RIGHT

Based on the Client's non-exclusive, non-transferable right and licence to permit Authorised Users to use eFlow under the eFlow terms and conditions of access and use, Efficio acknowledges and agrees that the Client authorised the Authorised User to use eFlow subject to Authorised User's continued compliance with this Agreement during the Usage Period ("Usage Right"). The Usage Right will automatically terminate upon the ending of the Usage Period.


2    AUTHORISED USER'S OBLIGATIONS

2.1    The Authorised User shall use the user account issued by Efficio to the Client (“User Account”) to access and use eFlow. The Authorised User is required to provide certain information about itself (such as identification, contact details, etc.) either as part of the registration process or as part of Authorised User's ability to access and use eFlow. The Authorised User agrees that any information it provides will always be accurate, correct and up to date.

2.2    The Authorised User shall keep a secure password for the use of eFIow, and such password shall be changed no less frequently than quarterly. The Authorised User shall keep the password confidential and use all reasonable endeavours to prevent any unauthorised access to, or use of, eFIow by anyone else then the Authorised User itself and, in the event of any such unauthorised access or use, promptly notify Efficio.

2.3    The Authorised User shall not access, store, distribute or transmit any viruses, malware, or any material during the course of its use of eFIow that (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; or (b) facilitates illegal activity; or (c) depicts sexually explicit images; or (d) promotes unlawful violence; or (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and Efficio reserves the right, without liability or prejudice to its other rights to the Authorised User, to disable Authorised Use's access to any material that breaches provisions of this clause.

2.4    The Authorised User shall not, except as may be agreed between Efficio and the Client:

2.4.1    attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of eFIow in any form or media or by any means; or

2.4.2    attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of eFIow; or

2.4.3    access all or any part of eFIow in order to build a product or service which competes with eFIow; or

2.4.4    use eFIow to provide services to third parties; or

2.4.5    license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make eFIow and/or relevant documentation available to any third party, or

2.4.6    attempt to obtain, or assist third parties in obtaining, access to eFIow and/or relevant documentation.

2.5    The Authorised User shall ensure that its network and systems comply with the relevant specifications provided by Efficio and or the Client on behalf of Efficio from time to time.

2.6    The Authorised User acknowledges that it is solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the internet, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Authorised User’s network connections or telecommunications links or caused by the internet.

2.7    The Authorised User shall comply with all applicable laws and regulations with respect to its activities under this Agreement.

2.8    The Authorised User shall co-operate with Efficio in all matters relating to eFIow and, where reasonably required, provide access in a timely manner to any information and materials that the Client requires the Authorised User to make available to or provide Efficio with.

2.9    The Authorised User acknowledges that Efficio may, in providing eFIow, use publicly available information and information contained in reports and other materials provided by third parties, including, without limitation, information provided by the Authorised User on behalf of the Client in accordance with clause 2.8 and that Efficio does not assume responsibility for and may rely, without independent verification, on the accuracy and completeness of any such information. The Authorised User agrees to furnish or cause to be furnished to Efficio all necessary and appropriate information for use in providing access to and use of eFIow under this Agreement and hereby warrants that any information provided in accordance with clause 2.8 will be true and accurate in all material respects, not misleading and does not infringe intellectual property rights of any third party.

2.10    The Authorised User acknowledges that any information or data rendered by Efficio and made available via eFIow is for the confidential use of the Client and only as far as the Client requires the Authorised User to have access to and use it and provided Efficio gave the Client its prior written consent, the Authorised User. The Authorised User will not permit any third party access to or use of eFIow or any data or information contained there without Efficio's prior written consent given to the Client.

2.11    The Authorised User acknowledges that Efficio uses third party proprietary software and/or open source software in the provision of eFIow and the Authorised User agrees to comply with all reasonable requests of Efficio as may be required to ensure Efficio's compliance with its legal obligations to the third party software owner and/or open source licence.

2.12    Provided that the Authorised User got access to and uses any materials retrieved from eFlow in accordance with clause 2.10, it shall not remove or obscure the copyright notice or other notices contained in such materials.

2.13    Provided that the Authorised User got access to and uses Efficio Data, outputs from eFIow and  any forecasts and analysis that Efficio may make via eFIow in accordance with clause 2.10, the Authorised User may not publish, disclose or refer to any such data or information to any person or entity other than the Client. 

2.14    The Authorised User may not use, reproduce or display any Efficio Data or eFIow or prepare any works derived from Efficio Data or eFIow for the benefit of any person or entity other than the Client.

2.15    The access to and use of eFIow is personal to the Client and the Authorised Users and intended to be used solely and exclusively for the Client’s material business use and the Authorised User therefore agrees that it shall not download, store, reproduce, transmit, display, print, copy, distribute or use any of eFIow or materials from eFIow. All access to and use of eFIow via mechanical, robotic or any other automated means not provided as part of eFIow is strictly prohibited. Use of eFIow is permitted only via manually conducted activities.

2.16    Efficio reserves the right, without liability or prejudice to its other rights to the Client and the Authorised User, to disable the Authorised User's access to any material that breaches the provisions of this clause.

3    PROPRIETARY RIGHTS

3.1    The Authorised User acknowledges and agrees that Efficio and/or its licensors own all intellectual property rights in eFlow and Efficio Data. Except for the Usage Right, this Agreement does not grant the Authorised User any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other intellectual property or proprietary rights or licences in respect of eFlow or Efficio Data.

3.2    The Authorised User acknowledges and agrees that if Efficio makes any adaptations to eFIow to accommodate the objectives of or any request by the Client and/or any deliverables from Efficio are adaptations or additional modules to or derivative works of eFIow, Efficio shall own all rights in the same.

4    LIMITATION OF LIABILITY

4.1    The Authorised User acknowledges that it accesses and uses eFlow either (i) on behalf of and/or (ii) in the interest of and/or (iii) based on the instructions of, the Client, and in any case at the Client's costs and solely for the Client's material business use. 

4.2    The Authorised User therefore acknowledges that there are no conditions, warranties, representations or other terms, express or implied, in this Agreement, that are binding on Efficio. Any condition, warranty, representation or other term concerning the Usage Right which might otherwise be implied into, or incorporated in, this Agreement whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

4.3    Efficio shall not in any circumstances whatever be liable to the Authorised User, whether in tort (including fraud, negligence or breach of statutory duty), contract, misrepresentation or otherwise for: (a) direct damages; (b) loss of profit; (b) loss of business; (c) depletion of goodwill and/or similar losses; (d) loss of anticipated savings; (e) loss of use or interruption of business; (f) loss or corruption of data or information; or (g) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

4.4    Nothing in this Agreement limits or excludes the liability of Efficio: (a) for death or personal injury resulting from negligence; or (b) for fraud or fraudulent misrepresentation by Efficio; or (c) any other liability that cannot be excluded or limited by English law.

5    TERM AND TERMINATION

5.1    The term of this Agreement will begin upon the Authorised User clicking on the “ACCEPT” button accompanying this Agreement. The term of this Agreement will continue from that date until the earlier of (a) the termination of the eFlow terms and conditions of access and use, or (b) the termination of the User Account in accordance with the eFlow terms and conditions of access and use, and (c) our suspension or termination of access to and use of eFlow in accordance with clause 6.2 (“Usage Period”). The term of this Agreement will automatically terminate at the end of the Usage Period.

5.2    Efficio may suspend or terminate the access to and use of eFlow immediately by giving written notice to the Authorised User if:

5.2.1    the Authorised User commits a material breach of any of the terms of this Agreement;

5.2.2    Efficio concludes that such termination or suspension is necessary to (a) maintain the security or integrity of eFlow or (b) prevent misuse of eFlow by the Authorised User.

6    DATA PROTECTION AND COOKIES

6.1    Under data protection legislation, Efficio is required to provide Authorised Users with certain information about who Efficio is, how it processes the personal data of Authorised Users using eFlow, the purposes of such processing and the Authorised Users rights in relation to their personal data and how to exercise them. This information is provided in here and it is important that the Authorised User reads that information.

6.2    Efficio does also use cookies in relation to eFlow. A cookie is a small piece of data (text file) that the eFlow platform – when visited by an Authorised User – asks their browser to store on their device in order to remember information about them. A number of these cookies are essential for eFlow to function properly and which help to provide the Authorised User with a better online experience.  These cookies cannot be switched off and do not store any of the Authorised Users' information.  Efficio also uses “analytical” cookies alongside specialist monitoring tools which allow Efficio to see how users move around eFlow when using it.  This helps Efficio analyse and improve the way eFlow works, for example, by ensuring that Authorised Users are finding what they are looking for easily.  An Authorised User is not identified by the use of these cookies and tools. The Authorised User herewith acknowledges and consents to the use of these cookies in relation to eFlow. 

7    GENERAL

7.1    Entire Agreement. This Agreement and any document expressly referred to in it constitutes the entire agreement between Efficio and the Authorised User and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between Efficio and the Authorised User, whether written or oral, relating to its subject matter. The Authorised User agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement, or any document expressly referred to in it. The Authorised User agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement or any document expressly referred to in it.

7.2    Force Majeure. Efficio shall have no liability to the Authorised User under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including but without limitation strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

7.3    Variation. Efficio reserves the right in its sole discretion to change the terms of this Agreement in accordance with the eFlow terms and conditions of access and use eFlow from time to time. Where such changes do not materially or adversely affect the performance of eFIow, such changes shall take effect immediately by Efficio making the new terms available online within eFlow when accessing the platform. 

7.4    Waiver. If Efficio fails to insist that the Authorised User performs any of its obligations under this Agreement, or if Efficio does not enforce its rights against the Authorised User, or if Efficio delays in doing so, that will not mean that Efficio has waived its rights against the Authorised User and will not mean that the Authorised User does not have to comply with those obligations. If Efficio does waive a default by the Authorised User, it will only do so in writing, and that will not mean that Efficio will automatically waive any later default by the Authorised User.

7.5    Severance. If any provision (or part of a provision) or this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, the other provisions will remain in force. If any invalid, enforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal. The parties agree, in the circumstances referred to in the first sentence of this clause and if the second sentence of this clause does not apply, to attempt to substitute for any invalid, unenforceable or illegal provision a valid, enforceable and legal provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.

7.6    Assignment. The Authorised User shall not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Efficio may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

7.7    Conflict. In the event of a conflict between the terms of this Agreement and the eFlow terms and conditions of access and use, the latter will control and prevail. 

7.8    Governing Law & Jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales. The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).