Agreements

PLEASE READ CAREFULLY BEFORE ACCESSING ANY SERVICES ON THIS WEBSITE:

This licence agreement (Licence) is a legal agreement between you (you or your) and STERLING DCS Limited (company number 10425509) whose registered office is Kenmore House, Navigation Road, Chelmsford, Essex CM2 6HX (us, we or our) for:

• the subscription services made available at https://sterling-dcs.io and any data supplied with the services (Services); 

• any online software applications provided as part of the Services (Software); and 

• any online documents provided as part of the Services (Documents). 

We licence use of the Services, Software and Documents to you on the basis of this Licence. We do not sell the Services, Software or Documents to you. We, or our licensors, remain the owners of the Services, Software and Documents at all times.

We licence use of the Services, Software and Documents to you on the basis of this Licence. We do not sell the Services, Software or Documents to you. We, or our licensors, remain the owners of the Services, Software and Documents at all times. 

The browser requirements for the Software are available at https://www.sterling-dcs.com/agreements/requirements (Browser Requirements). 

Any words following the terms including, include, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. 

IMPORTANT NOTICE TO ALL USERS: 

• By clicking “Accept” you agree to the terms of this Licence which will bind you. 

• If you do not agree to the terms of this Licence, you must click “reject” and you may not download, stream or access the Services, Software or Documents. 

You should print a copy of this Licence for future reference. 

1. LICENCE

   1.1 The following definitions apply in this Licence: 

   
   

   1.1.1 Good Industry Practice means the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a leading company within your relevant industry or business sector; 

   
   

   1.1.2 Your Data means the data inputted by you or on your behalf, for the purpose of using or facilitating your use of the Services, Software or Documents and any data generated by, or derived from your use of the Services, Software or Documents, whether hosted or stored within the Services, Software or Documents or elsewhere; 

   
   

   1.1.3 Viruses means any thing or device (including any software, code, file or programme) which may: (i) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; (ii) prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or (iii) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices; 

   
   

   1.1.4 Vulnerability means a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly. 

   
   

   1.2 In consideration of you agreeing to abide by the terms of this Licence, we grant to you a limited, non-exclusive, non-transferable, revocable licence (without the right to sublicence) to access and use the Services (and the Software and the Documents in connection with the Services) on the terms of this Licence, solely for your internal business operations. 

   
   

   1.3 You shall: 

   1.3.1 provide us with: 

   1.3.1.1 all necessary co-operation in relation to this Licence; 

   1.3.1.2 all necessary access to such information as may be required by us, 

   
   

   in order to provide the Services, Software and Documents including Your Data, security access information and configuration services;

    

   1.3.2without affecting your other obligations under this Licence, comply with all applicable laws and regulations with respect to your activities under this Licence; and 

   
   

   1.3.3 ensure that your network and systems comply with the relevant specifications provided by us from time to time (including the OS Requirements). 

   
   

   1.4 Manufacturers of operating systems may make changes to such systems, which affect the performance and/or operation of Software. Whilst we do what we can to ensure the Software remains compatible, changes made by manufacturers of operating systems are outside our control. We will have no liability to you if the Software fails to operate as expected and this is caused by a change made to the operating system by its manufacturer. 

   
   

   1.5 You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all of Your Data and you hereby licence us to use Your Data for: 

   1.5.1 the proper performance of the Services, including the provision of the Software and the Documents; 

   1.5.2 the purposes set out in our Privacy Notice as described in clause 7; and 

   1.5.3 all other purposes relevant to the proper exercise of our rights and obligations under this Licence. 

   
   

   1.6 You undertake that: 

   1.6.1 you shall permit us or our designated auditor to audit your use of the Services, Software and Documents (this audit may take place physically on your premises, or remotely, at our option, and we may deploy reasonable online audit tools via the Services for these purposes); and 

   1.6.2 you shall comply with all applicable technology control or export laws and regulations. 

   
   

2. RESTRICTIONS

   2.1 Except as expressly set out in this Licence or as permitted by any local law which is incapable of exclusion by agreement between the parties, you shall not:

   2.1.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, Services and/or Documents (as applicable) in any form or media or by any means;

   2.1.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or Services;

   2.1.3 access all or any part of the Services, Software or Documents to build a product or service which competes with the Services, Software or the Documents;

   2.1.4 use the Services, Software or Documents to provide services to third parties;

   2.1.5 licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, Software or Documents available to any third party; or

   2.1.6 attempt to obtain, or assist third parties in obtaining, access to the Services, Software or Documents, other than as provided under this Licence.

   
   

   2.2 You shall not access, publish, store, disseminate, distribute or transmit any Viruses or Vulnerabilities, or any material during the course of your use of the Services and/or the Software that:

   2.2.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

   2.2.2 facilitates illegal activity;

   2.2.3 depicts sexually explicit images;

   2.2.4 promotes unlawful violence;

   2.2.5 is discriminatory based on a protected characteristic under the Equality Act 2010; or

   2.2.6 is otherwise illegal or causes damage or injury to any person or property,

   and we reserve the right, on no less than 30 days’ prior written notice to you, such notice specifying the breach of this clause 2.2 and requiring it to be remedied within the 30 day period, to disable your access to the Services, Software and Documents for the duration of time that the breach remains unremedied.

   
   

3. INTELLECTUAL PROPERTY RIGHTS

   3.1 You acknowledge that:

   3.1.1 all intellectual property rights in the Services, Software and Documents anywhere in the world belong to us or our licensors;

   3.1.2 that rights in the Services, Software and Documents are licenced (not sold) to you;

   3.1.3 you have no rights in, or to, the Services, Software or the Documents other than the right to use them in accordance with the terms of this Licence; and

   3.1.4 you have no right to have access to the Software in source code form.

   
   

4. NO WARRANTY

   4.1 If and to the extent permitted under law, we provide no warranties (whether implied or otherwise) to you in relation to the Services, Software or the Documents and all such warranties are excluded.

   4.2 Please refer to the conditions at https://www.sterling-dcs.com/agreements/standard-saas or https://www.sterling-dcs.com/agreements/subcontractor-saas (Conditions) for details of any warranties provided under those Conditions.

   
   

5. TERMINATION

   5.1 Without affecting any other right or remedy available to us, we may terminate this Licence immediately on written notice to you.

   5.2 On termination for any reason:

   5.2.1 all rights granted to you under this Licence shall cease;

   5.2.2 you must immediately cease all activities authorised by this Licence; and

   5.2.3 you must immediately and permanently delete or disable interfaces to the Services from all computer equipment in your possession, and immediately destroy, delete or return to us (at our option) all copies of the Documents and Software then in your possession, custody or control and, in the case of destruction or deletion, certify to us that you have done so.

   
   

6. UPDATES AND COMMUNICATIONS BETWEEN US

   6.1 We may update the terms of this Licence at any time on notice to you in accordance with this clause 6.

   6.2 Your continued use of the Services, Software and Documents following the deemed receipt and service of the notice under clause 6.4 shall constitute your acceptance to the terms of this Licence, as varied.

   6.3 If you do not wish to accept the terms of the Licence (as varied) you must immediately stop using and accessing the Services, Software and Documents on the deemed receipt and service of the notice.

   6.4 Any notice:

   6.4.1 given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter; and

   6.4.2 given by you to us will be deemed received and properly served 24 hours after an email is sent or three days after the date of posting of any letter.

   6.5 In proving the service of any notice, it will be sufficient to prove:

   6.5.1 in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice;

   6.5.2 in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and

   6.5.3 in the case of an email, that such email was sent to the email address of the recipient given for these purposes.

   
   

7. HOW WE MAY USE YOUR PERSONAL INFORMATION

   7.1 By entering into this Licence, you consent to all actions taken by us in connection with the processing of Your Data, provided these are in compliance with the then-current version of our privacy policy available at https://sterling-dcs.com/privacy-policy as may be amended, updated or replaced from time to time (Privacy Policy).

   
   

8. OTHER IMPORTANT TERMS

   8.1 We may transfer our rights and obligations under this Licence to another organisation.

   8.2 You may only transfer your rights or your obligations under this Licence to another person with our prior written consent.

   8.3 This Licence constitutes the entire agreement between you and us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between you and us, whether written or oral, relating to its subject matter.

   8.4 You acknowledge that in entering into this Licence you do not rely on and 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 Licence or any document expressly referred to in it.

   8.5 You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or any document expressly referred to in it.

   8.6 It is agreed between you and us that nothing in this Licence shall limit or exclude any liability for fraud.

   8.7 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

   8.8 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

   8.9 Each of the clauses of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.

   8.10 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law and it is irrevocably agreed between you and us that the courts of England and Wales shall have exclusive jurisdiction.