Topfloor Systems Terms Of Service
Effective day 12th November 2020
- “Topfloor Systems” means Topfloor Systems Limited. (Also referred to as “Topfloor”, “Letman”, “Blockman”, “MyLetman”, “MyBlockman”, “our”, and “we”).
is the set of features and functions provided by Topfloor Systems via
- letman.ie, letman.co.uk, myletman.ie
- blockman.ie, blockman.co.uk, myblockman.ie, myblockman.co.uk
- Any other successor URLs, mobile/localised versions, related domains, sub domains and/or our mobile applications.
- These Terms of Service (these “Terms”) apply to the Service provided by Topfloor Systems.
- For the purpose of these Terms, you (and, if applicable, the company or entity that you represent) will be referred to as “Customer” or “you” .
- The “Effective Date” of these Terms is the date you first use or access the Service.
- The “Content” is any data, images, materials uploaded by the Customer to the Service.
“Confidential Information” means any technical or business information disclosed
by one party to the other that:
- Is marked “confidential” or “proprietary” at the time of disclosure.
- If disclosed orally, is identified as confidential or proprietary at the time of such disclosure, and is summarised in writing sent by the disclosing Party to the receiving Party within seven (7) days of the disclosure.
- By accessing or using the Service, you agree to be bound by these Terms Of Service. If you do not agree to these Terms, you are not allowed to use the Service.
- If you are using the Service in your capacity as an employee, consultant or agent of a company or other entity, you represent that you are an employee, consultant or agent of that company or entity, and that you have the authority to bind that company or entity to these Terms.
- Topfloor Systems reserves the right to change or modify these Terms, or any of our other policies or guidelines, at any time upon notice to you. We may provide that notice in a variety of ways, including, without limitation, sending you an email, posting a notice on the Service, or posting the revised Terms on the Service and revising the date at the top of these Terms. Any changes or modifications will be effective after we provide notice that these Terms have been modified. You acknowledge that your continued use of the Service following such notice constitutes your acceptance of the modified Terms.
- Systems reserves the right – at any time, and without notice or liability to you – to modify any part of the Service, temporarily or permanently. We may modify the Service for a variety of reasons, including, without limitation, for the purpose of providing new features, implementing new protocols, maintaining compatibility with emerging standards, or complying with regulatory requirements.
- These Terms form a binding agreement between you, the Customer and Topfloor Systems Limited. Violation of any of the Terms below will result in the termination of your licence and access denied to the Service.
Topfloor Systems offers support services for the Service in accordance with the following terms:
- Support is provided Monday - Friday, 9.30am GMT to 4.30pm GMT with the exception of bank and public holidays. We will provide notice of any unscheduled unavailability of support services (in a variety of ways, including, without limitation, sending you an email, posting a notice on the Service).
- Topfloor Systems will provide only an email-based support service. For support queries please send email to firstname.lastname@example.org.
- Topfloor Systems will provide support only to nominated representatives of the Customer who have the required working knowledge and who have attended appropriate Letman/Blockman training courses.
- The Customer is permitted to a maximum of 4 hours per week of support services. Any time in excess of 4 hours in any week shall be charged to the Customer on a time basis at Topfloor Systems's then prevailing rates.
- While we work hard to respond to Customers on a same day basis and resolve issues quickly, we do not warrant that we will respond within any particular timeframe, or that we will be able to resolve your issue.
Topfloor Systems will have no obligation to provide support services in the situation of:
- Use of the Service by Customer in a manner not authorised.
- Use of the Service by Customer in a manner not compliant with regulations the Service has been designed to fulfil.
- General internet problems or other events outside of Topfloor Systems's reasonable control.
- A query in relation to customer's equipment, software, network connections or other infrastructure.
- A query in relation to third party systems, acts or omissions.
Access To Service
Subject to your continued compliance with these Terms & Payment, Topfloor Systems grants the Customer a limited, non-transferable, non-exclusive, revocable right and licence in accordance with the following terms:
- A Customer can access and use the Service and its associated documentation, solely for its own benefit and in accordance with the terms and conditions of this Agreement.
- The Service can only be used within the scope of usage restrictions designated in the applicable Sales Agreement (e.g. number of units, time period of licence).
- Access and use any data or reports that we provide or make available to you as part of your access and use of the Service are considered part of the applicable Service.
- Use of and access to the Service is permitted only by Permitted Users. The Customer will require that all Permitted Users keep username and password information strictly confidential and not share such information with any unauthorised person.
- User accounts are granted to individual, named persons and may not be shared.
- Customer will be responsible for any and all actions taken using Customer's user accounts and passwords.
- Customer may permit its Contractors and its Affiliates' employees and Contractors to serve as Permitted Users, provided Customer remains responsible for compliance by such individuals with all of the terms and conditions of this Agreement, and any use of the Service by such individuals is for the sole benefit of Customer.
- If any Permitted User who has access to a user account is no longer an employee or should no longer have access to the Service, then Customer will immediately delete such user account or disable user account access.
- The Customer acknowledges that Topfloor Systems uses third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to provide the Service, and agrees that Topfloor Systems is not and will not be liable or responsible for the acts or omissions of such third-party vendors or hosting partners.
Except as expressly authorised by these Terms or unless explicit written consent is provided by Topfloor Systems, the Customer may not:
- Licence, sublicence, resell, distribute, lease, rent, lend, transfer, relicence, timeshare the Service to a third party.
- Use the Service to store or transmit any viruses, software routines, or other code designed to permit anyone to access in an unauthorised manner, disable, erase or otherwise harm software, hardware, or data, or to perform any other harmful actions.
- Interfere with or disrupt the integrity or performance of the Service.
- Probe, scan, or test the vulnerability of any system or network used with the Service.
- Access or search the Service by any means other than our publicly supported interfaces, including without limitation by any automated or non-automated tools (e.g. “scraping”).
- Overwhelm or attempt to overwhelm our infrastructure by imposing an unreasonably large load on the Services that consume extraordinary resources.
- Use the Service to generate or send unsolicited communications, advertising or spam, that would cause Topfloor System services to become “blacklisted” for Email or DNS by any other third party communications service provider.
- Reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Service, except to the extent expressly permitted by applicable law (and then only upon advance notice to Topfloor Systems).
- Modify, disclose, alter, translate or create derivative works of the Service.
- Copy or modify the Service or any Documentation, or create any derivative work.
- Publicly disseminate information regarding the performance of the Service.
- Remove, alter or obscure any proprietary notices in the Service, including copyright notices.
- Use the Service for any illegal or unauthorised purpose, or in a manner which violates any laws or regulations in your jurisdiction.
- Cause, permit or aid any third party to do any of the foregoing.
- The Customer retains all right, title and interest ( including any intellectual property rights ) to Content as provided to the Service.
- The Customer grants Topfloor Systems a non-exclusive right to use, copy, store, transmit, modify, aggregate, summarise and display of the Customer's Content soley to the extent neccessary to provide the Service to the Customer.
- The Customer is solely responsible for the accuracy and legality of all Content.
- The Customer has obtained all rights, permissions and consent neccessary to upload and use the Content.
The Customer agrees not to use the Service to collect, store or process any sensitive personal data including, without limitation:
- Personal health information (physical or mental)
- Payment card data
- Racial or ethnic origin information
- Polical opinion information
- Sexual orientation information
- Criminal history information
- Any personal data deemed to be in a “special category” as identified in EU Data Protection Directive 95/46/EC (GDPR) or any successor directive or regulation.
- The Customer ensures the Content does not contain threats, anything of a violent nature, or anything that would violate the privacy or publicity rights of any third party.
- The Customer agrees to comply with all applicable Laws in its uploading of Content on the Service. The Customer will not engage in any unsolicited advertising or marketing activities using the Service.
- The Customer has ensured the Content does not contain or install any viruses or harmful data.
- If Customer deletes Content, Topfloor Systems will use reasonable efforts to ensure all immediate removal from the Service. However the Customer acknowledges that cached copies or other references to the Content may still be available for a reasonable time period after the instruction to delete.
- Topfloor Systems will delete all Content from the Service within a reasonable time period from when the Customer cancels their access to the Service.
- Deleted Content cannot be recovered once deleted and Topfloor Systems does not accept any liability for such loss.
- Topfloor Systems ensures the creation of daily backup archives of Customer Content. It is the Customer's sole responsbility to avail of this archive download and securely store outside the Service.
Topfloor Systems retains the right to reject or remove any Content, without liability or notice to the Customer, that Topfloor Systems
believes, in Topfloor Systems's sole discretion:
- Violates these Topfloor Systems Terms Of Service.
- Violates the Intellectual Property Rights of any third party.
- Is in any way harmful.
- In exchange for rights to access the Service, the Customer agrees to pay the application fees to Topfloor Systems for the Service.
- Fees and payment terms for access to Topfloor Systems services are defined in a Customer's Sales Agreement.
- Topfloor Systems retains the right to charge interest on any sums due from the Customer which are not paid by the due date, at the surcharge rate of 5% above the overdraft rate applicable to Topfloor Systems by its bankers, accruing daily from the due date until payment in full has been made.
- Topfloor Systems retains the right to immediately increase/descrease a Customer's monthly rate if their Service usage increases/decreases to a different pricing package/usage tier/pricing plan.
- The Customer can cancel access to the Service at any time upon thirty (30) days notice. There will be no refund issued for past monthly payments, partially used months or licence fees. A credit note will be issued for unused months in the Sales Agreement.
- IN NO EVENT WILL TOPFLOOR SYSTEMS BE LIABLE TO THE CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, INTERRUPTION OF BUSINESS, LOSS OF DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF, OR IN CONNECTION WITH THESE TERMS OR YOUR USE (OR INABILITY TO USE) ANY PART OF THE SITE OR THE SERVICES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OR ARE OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
- All Services provided by Topfloor Sytstems are provided “as is”. NEITHER TOPFLOOR SYSTEMS NOR ITS SUPPLIERS MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.
Topfloor Systems does not warrant:
- That the Service will meet your specific requirements.
- That the Service will be uninterrupted, timely, secure or error-free.
- That the Content will be accurate, reliable, without loss or corruption.
The Customer will indemnify, defend and hold harmless Topfloor Systems (and its directors, officers, employees, consultants and agents) from and against any and all claims, costs, damages, losses, liabilities and expenses (including resonable legal fees and costs) resulting from or arising out of any issue in relation to:
- Customer Content.
- Customer use of the Service.
- Any other actual or alleged breach of any of the Customer obligations under these Terms.
Topfloor Systems may participate in the defence of any claim by counsel of its own choosing at its cost and expense. The Customer will not settle any claim without Topfloor Systems's prior written consent unless the settlement fully and unconditionally releases Topfloor Systems from all liability.
Suspension & Termination
- These Terms will apply to the Customer starting on the Effective Date, and will continue for as long as the Customer is accessing the Service.
- Topfloor Systems reserves the right to suspend access to Service if Customer breaches any of these Terms and fails to remedy the breach within fourteen (14) days. Suspended access will only result in temporary removal of access and will not result in deletion of Customer Content.
- Either party has the right to terminate this Sales Agreement if the other party breaches any of these Terms and fails to remedy the breach within thirty (30) days.
- Upon any expiration or termination of the Sales Agreement, Customer will immediately cease any and all use of and access to the Service. The Customer acknowledges that following termination it will have no further access to any Content on the Service, and that Topfloor Systems may delete the Customer's Content at any time.
- Both parties agree to not use or disclose Confidential information of the other party except only as permitted by these Terms.
- Both parties agree to maintain in confidence and protect the other party’s Confidential Information.
- The Customer agrees that all advice, feedback from Topfloor Systems (and its directors, officers, employees, consultants and agents) and all elements of the Service will be deemed to be Topfloor Systems's Confidential information regardless of whether is it marked as such.
Confidentiality will not apply with respect to any Confidential Information that:
- Was or becomes publicly known through no fault of the receiving party.
- Was rightfully known or becomes rightfully known to the receiving party without confidential or proprietary restriction from a source other than the disclosing party who has a right to disclose it.
- Is approved by the disclosing party for disclosure without restriction in a written document which is signed by a duly authorised officer of such disclosing party.
- The receiving party independently develops without access to or use of the other party’s Confidential Information.
Ownership & Trademarks
- Topfloor Systems names, trademarks, service marks, logos, trade dress, or other branding included on the Services or other Topfloor Systems websites are owned by Topfloor Systems and may not be copied, imitated, or used (in whole or in part) without Topfloor Systems's prior written consent.
- All other trademarks, names, or logos referenced on the Service or other Topfloor Systems websites are the property of their respective owners. The use of such Third-Party Trademarks is intended to denote interoperability, and does not constitute an affiliation by Topfloor Systems or its licensors with any company or an endorsement or approval by that company of Topfloor Systems, its licensors, or their respective products or services.
- The Customer agrees that Topfloor Systems retains all rights, title, and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Service and all Documentation.
- The Customer may submit Feedback to Topfloor Systems that may result in modifications to the Service or Documentation. The Customer agrees that Topfloor Systems may freely use or exploit this Feedback with no implication of rights, title, or interest being granted to the Customer.
- The Customer acknowledges that it is obtaining only a limited right to access to the Service and that irrespective of any use of the words “sales agreement”, “purchase” or like terms in this Agreement no ownership rights are being conveyed to Customer.
- The Customer agrees that Topfloor Systems has the right to use your name and logo on the Service or other Topfloor Systems websites or marketing materials for only the purposes of identifying you as a Topfloor Systems customer.
- If any portion of these Terms is held to be unenforceable or invalid, that portion will be enforced to the maximum extent possible, and all other provisions will remain in full force and effect.
- Both parties are each independent contractors with respect to the subject matter of these Terms. Nothing contained in these Terms will be deemed or construed in any manner whatsoever to create a partnership, joint venture, employment, agency, fiduciary, or other similar relationship between us, and neither of us can bind the other contractually.
- Except for payments due under these Terms, neither party will be responsible for any delay or failure to perform that is attributable in whole or in part to any cause beyond its reasonable control, including, without limitation, acts of God (fire, storm, floods, earthquakes, etc.); civil disturbances; disruption of telecommunications, power or other essential services; interruption or termination of service by any service providers used by Topfloor Systems to host the Services or to link its servers to the Internet; labor disturbances; vandalism; cable cut; computer viruses or other similar occurrences; or any malicious or unlawful acts of any third party.
- Nothing in this Agreement prevents Topfloor Systems from disclosing Customer Content to the extent required by law, subpoenas, or court orders, but Topfloor Systems will notify Customer where permitted to do so.
- Topfloor Systems Services and documentation are designed with a view to conform with current local legislation and regulation existing at the time of development. The Customer agrees to take steps as may be neccessary to ensure that this always remains the case. The Customer agrees to alert Topfloor Systems in writing of any instances of non-compliance without any undue delay.
- These Terms shall be governed by and construed in accordance with the laws of the Republic of Ireland, and the parties hereby submit to the non-exclusive jurisdiction of the Irish courts to settle any disputes which may arise in connection with Terms.