Terms of Use

Terms of Use for Armstrong Services

Last Updated: ____________, 2018

Definitions.
The following definitions will apply in these Terms and Conditions

“Affiliate” is any entity that directly or indirectly controls, is controlled by, or is under common control with Us;

“Agreement” is defined in Section 3;

“Annual Charge” the annual charge for the Services as set out in Our quotation;

“Armstrong” means Us together with any of our Affiliates;

“Armstrong Persons” means Armstrong and any of Armstrong’s employees, officers, directors and agents, licensors, contractors and any of their respective employees;

“Available Services” means the equipment monitoring services, which We may be willing and able to provide to You from time to time and which may include the services described in Section 4.1;

“Charges” means the charges payable by You for the supply of the Services in accordance with Section 6 and include the Annual Charge and Monthly Charges;

“Deliverables” means all products, documents and materials developed by Us or our Affiliates, contractors or employees in relation to the Services in any form including any data or reports provided to You;

“Eligible Equipment” means the Armstrong equipment purchased by You and identified on our quotation and which is to be monitored pursuant to the Services;

“Equipment Data” means the data collected from the Eligible Equipment by way of the Services (in whatever form or manner) and any messages sent to or by the Eligible Equipment or Monitoring Device;

“Feedback” any feedback or input provided by You, your employees, consultants, or clients relating to the Services and other Armstrong Products or services;

“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Initial Term” means the period of one year, commencing from the date of our acceptance of your Order;

“Marks” any trademarks, logos or service marks;

“Monitoring Device” means the device, [as referred to on our quotation] that is used to obtain Equipment Data via [insert brief details of the communication means of transmitting the data];

“Monthly Charge” means an amount equivalent to 1/12 of the Annual Charge as amended in accordance with this Agreement from time to time;

“Order” means your written acceptance of our quotation;

“Registered User” is a person authorized by You to access the Equipment Data and Services as described in Section 4.3;

“Services” means the equipment monitoring services, including without limitation any Deliverables, that we may supply to You from time to time, as set out in our quotation;

“Software” means software, firmware, data, apps, and related settings that Armstrong makes available to You (collectively, “Software”) in connection with the Services;

“Specification” the specification for the Services [provided in writing to You] or [as set out on our Website on the date of your Order];

“Website” means the website we operate with the landing page located at armstrongfluidtechnology.com;

“You” means the customer stated on the Order Form.
Applicability
These Terms and Conditions are between the customer stated on the Order Form (You) and Armstrong Integrated Limited (“Us” or “We”). They apply to and govern your use of the equipment monitoring services we make available to You from time to time as further defined below (the “Services”). Your standard terms and conditions (if any) attached to, enclosed with, or referred to in your Order shall not govern the Agreement.
Agreement to Terms.

When You submit an Order for the Services or when You access or use the Services, You are indicating that You have read, understand, and agree to be bound by these Terms and Conditions and the other terms, policies, guidelines, and processes they refer to (collectively, the “Agreement”) which include:
1. these Terms and Conditions;
2. the Acceptable Use Policy (as set out in Appendix A)
3. the Privacy Policy (as referred to in Appendix B); and in relation to Equipment Monitoring Apps will, in addition to the above, also include:
4. the License (as set forth in Appendix C of these Terms and Conditions); and
5. other terms, guidelines, policies, or procedures that we post on the Website or communicate through our mobile application.
The Order is an offer by You to purchase Services in accordance with these Terms and Conditions and shall be deemed accepted when we commence Services or we issue a written acceptance of Your Order. Accordingly, the return of the acceptance of Your Order by Us, or our commencement of the Services, shall establish a legally binding contract for the supply and purchase of those Services on the terms of the Agreement.

The Services.
1. Our Website describes the Available Services from time to time, including instructions for each service setup and operation, and any further terms, privacy policies, pricing, conditions, and limitations of the Available Services. We may add, change, or remove Available Services from time to time, as described on the Website or other notices we make available to You. Any descriptions or illustrations on our Website are published for the sole purpose of giving an approximate idea on the services described in them. They will not form part of the Agreement or have any contractual force. Available Services may include:
  1. Equipment Health Monitoring. Services may be available for the Eligible Equipment that collect Equipment Data via the Monitoring Device and provide You and Us with diagnostic and prognostic notifications. These Services do not report all conditions that may affect the operation of the Equipment. For example, conditions occurring while the Equipment is off or conditions that develop rapidly may not be reported using these Services.
  2. Equipment Monitoring Apps. Services may be available to You that allow You to download or use applications through your mobile device, including services offered through those applications and updates or upgrades to those applications and services (collectively referred to as “Apps”). An App may be offered by us. In addition to the terms of the Agreement, access and use of each App is subject to the End User License Agreement (the “License”) attached as Appendix C to these Terms and Conditions, and to any additional terms presented when You access or use the App. Please refer to each App for details on the specific features.
2. Subject to the terms of this Agreement, We shall:
  1. provide the Services using reasonable care and skill;
  2. supply the Services to You in accordance with the Specification in all material respects; and
  3. use commercially reasonable endeavors to meet any performance dates or availability targets but any such dates or targets are estimates only.
3. You may be required to create a Services Account and/or nominate a Registered User to use and access the Service Account. Where the Services Account requires a Registered User, We will provide the Registered User with a username and password. Only that Registered User may use the Service Account. If You create a Service Account, You must:
  1. provide accurate and complete information, and update that information so it remains accurate and complete;
  2. be solely responsible for your Service Account activity;
  3. keep your Service Account and password secure and not disclose them to anyone; and
  4. notify us immediately of any breach of security or unauthorized use of your Service Account.
4. We will not be liable for any losses resulting from unauthorized access to or use of the Services or your Services Account. However, You may be liable to Armstrong or other parties due to such unauthorized access or use. You may request termination of your Services Account at any time and for any reason by sending an email to info@armstrongfluidtechnology.com however cancellation of the Services Account will not affect your obligation to pay the Charges for the Services for the Term. If You cancel the Services Account and later wish to reactivate it, You may be required to pay reactivation fees.
5. We may be required from time to time and reserve the right to, without notice:
  1. suspend or limit your access to or use of the Services; or
  2. amend the Specifications without liability to You:
  3. to address system issues, issues with your Services Account, or other issues that may impact the performance, enjoyment, or security of the Services;
  4. to address performance degradation, or to address changes in technology, customer interests, regulatory requirements; or
  5. for other business needs if the amendment will not materially affect the nature of quality of the Services.
6. We, and Armstrong make no representations that the Services will be free from loss, interruption, corruption, attack, viruses, interference, hacking or other security intrusion, and we and Armstrong disclaims any liability relating thereto. We do not provide any warranty as to the availability of the services or that the services will operate without interruption or be error free.
7. The Services are not a substitute for professional advice, diagnosis and maintenance. Any recommendation or suggestions provided by or through the Services are only recommendations. You must independently verify all recommendations made by or through the Services with a trained professional. We shall have no liability or responsibility for any decisions made on the basis of any recommendations or suggestions made by or through the Services. No advice or information, whether oral or written, obtained by You from Us, shall create any warranty not expressly stated in these Terms and Conditions. If you choose to rely on such information, you do so solely at your own risk.
8. The Services do not include, and We are not obligated to provide, any maintenance or support for the Monitoring Device or the Eligible Equipment, technical or otherwise. If we provide any maintenance or support for the Monitoring Device or Eligible Equipment, we may stop any such maintenance, support, or services at any time. Any such maintenance and support of services shall be carried out pursuant to our standard conditions for service in force from time to time.
9. You agree that Armstrong may remotely deliver Software updates or changes to the Equipment Monitoring Device without any further notice or consent. For example, these updates or changes may enhance safety or security, or may maintain the proper operation of the Eligible Equipment and/or Monitoring Device. These Software updates or changes may affect or erase data that You have stored in the Equipment Monitoring Device. We are not responsible for any affected or erased data due to a Software update or change;
10. If we provide further notice or request further consent to a Software update or change, the notice or consent may be received or provided by any Registered User of the Services on behalf of You, the Equipment owner(s), and all Registered Users. You and the Registered User receiving or providing that notice or consent are responsible for notifying all other Registered Users of the provided notice and consent. However, You agree that in any case, we may access, modify or update the Software without additional notice or consent.
11. This Agreement will govern any updates or other changes we make to the Services or Software for all Registered Users.
Service Limitations and Your Responsibilities

The Eligible Equipment and Monitoring Device must have a power and Internet connectivity for the Services to operate. You shall be responsible (at your own cost) for preparing the relevant premises for the supply of the Services [and ensuring that it has properly functioning browser Software and internet access of sufficient quality].
The Services may not work if:
1. the Equipment is not properly installed;
2. you have not maintained the Equipment in good working order;
3. you do not comply with all applicable laws;
4. you try to add, connect, or modify the Equipment or Software, including firmware, in the Equipment; or
5. other problems arise that we cannot control that interfere with the delivery or quality of the Services.
You agree and confirm that:
1. You have the right and authority to enter into this Agreement and will be legally bound by it;
2. You will monitor access and use of the Service in connection with the Equipment to ensure that, at all times, such access and use is lawful and complies with the Agreement;
3. You will provide us with true and accurate information and will keep that information up to date and will co-operate with us in all matters relating to the Services;
4. You will be responsible for all costs and expenses, including taxes, losses, and liabilities, incurred in connection with your use of the Services and any activities that You undertake in connection with the Services or with this Agreement in any way;
5. Your agreement to and compliance with this Agreement does not violate any of your existing obligations; and
6. You will obtain and maintain all necessary licenses permissions and consents that may be required for the Services before the date on which the Services begin, including but not limited to the consent of any third party owner of the Eligible Equipment of the owner of the premises at which the Eligible Equipment is located.
We are not responsible for any delay or failure in performance that:
1. may have been prevented by You taking reasonable precautions;
2. is caused by your failure to perform any relevant obligation; or
3. is caused by acts of nature, or forces or causes beyond our reasonable control (for example: public utility electrical failure, acts of war, government actions, terrorism, civil disturbances, labor shortages or difficulties - regardless of cause - or equipment failures including Internet, computer, telecommunication, or other equipment failures).
You must notify us if You plan to sell or transfer the Equipment. This is important to help protect your Services Account and your information.
You agree to be bound by our Acceptable Use Policy and to ensure compliance with the Acceptable Use Policy by the Registered User.

Charges and Payment.
1. The Annual Charge for the Services shall be the amount set out on our quotation.
2. All stated Charges are exclusive of VAT and any other sales tax or incidental charges. The Annual Charge is fixed for the Initial Term. We reserve the right to increase the Annual Charge at any time effective after the end of the Initial Term on giving you not less than 60 days’ notice so that You can cancel the service if You do not wish to pay the higher price.
3. Unless We have agreed to You paying the Charges on your Payment Account, payments for the Initial Term are due annually in advance and we shall submit an invoice for the Annual Charge upon commencement of this Agreement. After the end of the Initial Term the Monthly Charges shall be due monthly in advance and We shall invoice the Monthly Charge at the commencement of the Extended Term and thereafter monthly. You shall pay each invoice submitted to You by Us in full, and in cleared funds, within 30 days of receipt.
4. If You have a credit or debit card account or similar payment account on file with us (collectively, “Payment Account”), We will automatically charge it 1/12 of the Annual Charge monthly in advance according to the terms of your authorization if You have not otherwise pre-paid for Services You have requested. We will take your first monthly payment upon acceptance of Your Order. You may cancel your authorization at any time by notifying us in accordance with Section XX. Once You place your Payment Account on file with Us, We may receive automatic updates of that account information from the financial institution for that account in order to keep that payment information current. Applicable fees for the Services, if any, must be paid in advance unless the Service offer expressly states otherwise.
5. Without prejudice to any other right or remedy that we may have, if You fail to pay any Charges on the due date We may:
  1. charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of the Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and
  2. suspend all Services until payment has been made in full and the cost of suspending and reactivating shall be borne by You.
6. Time for payment shall be of the essence of this Agreement.
7. All amounts due under this Agreement shall be paid by You to Us in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). We may, without prejudice to any other rights it may have, set off any liability of You to Us against any liability of Us to You.
Term and Termination.
1. This Agreement will commence from the date of our acceptance of Your Order and shall continue for the Initial Term. After the Initial term, the Agreement shall automatically renew for consecutive additional periods of one month each unless either party gives the other party written notice of its intention not to renew at least one month prior to the date on which the Agreement would otherwise renew.
2. Without affecting any right or remedy available to Us, We may terminate this agreement with immediate effect by giving written notice to You if You commit a material breach of any term of the Agreement. For the avoidance of doubt, a material breach shall be deemed to include, but not be limited to, any breach of our Acceptable Use Policy or if you fail to pay an amount due under the Agreement on the due date for payment.
3. We may terminate this Agreement at any time upon thirty (30) days prior written notice to You.
4. On termination or expiration of this Agreement:
  1. You must immediately stop using the Services and your license to any Software is automatically and immediately terminated; and
  2. You shall immediately pay to Us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, We will submit an invoice, which shall be payable immediately by You on receipt.
5. All provisions of this Agreement which by their nature survive termination or expiration, shall survive termination or expiration of this Agreement. Termination of this Agreement shall not affect any rights remedies obligations or liabilities of the parties that have accrued up to that date.
Indemnity.

In consideration of Us providing the Services to You and the rights granted to You, to the maximum extent allowable by law and unless prohibited by law, You agree to indemnify all Armstrong Persons, and hold Armstrong Persons harmless from and against any and all losses, damages, injuries (including death), causes of action, claims, penalties, interest, additional taxes, demands, and expenses, including reasonable legal fees and expenses, of any kind or nature arising out of or on account of, or resulting from, any third-party claim or demand made to or against any Armstrong Person(s):

arising out of your access to or use of the Services;
arising out of your failure to comply with this Agreement;
relating to the inaccuracy or untruthfulness of any representation or warranty that You made under this Agreement;
arising out of any activities of anyone other than You in connection with the Services conducted through your Services Account;
arising out of access to or use of, or inability to access or use, any of the Services; or
arising out of any of your other activities under or in connection with this Agreement or the Services;
arising out of any activities of any third party owners of the equipment, or any claims by third party owners of equipment.

Intellectual Property and Software
1. All Intellectual Property Rights in or arising out of or in connection with the Services including, but not limited to, Intellectual Property Rights in the Software, the Equipment Data and the Feedback shall be owned by Armstrong. You shall not sub-licence, assign or otherwise transfer the rights granted in this Agreement.
2. You grants to Us a fully paid-up exclusive, royalty free transferable licence to copy and modify any materials provided by You to Us for the purpose of:
  1. providing the Services;
  2. for our own business purposes; and
  3. to develop our own business, products and services; and
  4. for Armstrong’s internal business purposes, including to develop Armstrong’s products and services.
3. We grant to You, or shall procure the direct grant to You of a worldwide, royalty free license for the Term of the Agreement to use the Software, Equipment Data and any Deliverables for the purposes of receiving the Services hereunder.
4. Any Marks displayed in connection with the Services are the registered and/or unregistered trademarks of Armstrong or other third parties. Nothing contained in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use or display any Mark or any variation thereof without the written permission of Armstrong or the other owner thereof.
Data Collection / Privacy.
1. In the event that we collect any Personal Data, as defined in the Data Protection Act 1998 pursuant to this Agreement, it will only be collected by Us in accordance with your instructions and for the purposes of performing this Agreement. We may collect personal data from Registered Users for the purposes of setting up and operating the Service Account and for contacting You in relation to the Services and/or this Agreement. You shall ensure that any data subjects involved are informed and consent to the processing of their personal data by Armstrong under your instruction.
2. We collect, use, and share information, which is not Personal Data, from and about You and the Equipment. You instruct and consent to Our collecting storing and using the Equipment data for the purposes set out in Section 9.2 and to sharing that data with Armstrong.
3. The Armstrong Privacy Policy describes what Armstrong may do with information it collects. You consent to the collection, use, and sharing of information described in this Agreement including in the Privacy Policy and in any revisions to the Privacy Policy, which may be modified as described in that document.
4. If You sell, transfer, or dispose of the Equipment and/or the Monitoring Device, You are solely responsible for deleting information about You contained in your related Services Account.
Limitation of liability
1. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
2. Nothing in these Terms of Use excludes our liability:
  1. for death or personal injury caused by our negligence; or
  2. for fraud or fraudulent misrepresentation; or
  3. for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; or
  4. for any other liability which cannot be limited or excluded by applicable law.
3. Subject to Section 11.1 and Section 11.2, We shall not in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:
  1. loss of profits; or
  2. loss of business; or
  3. depletion of goodwill or similar losses; or
  4. loss of anticipated savings; or
  5. loss of goods; or
  6. loss of contract; or
  7. loss of use; or
  8. loss or corruption of data or information; or
  9. any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
4. Our total liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Annual Charge paid or to be paid in the calendar year in which the loss or damage occurred.
General.
1. Assignment. You cannot assign this Agreement (or any portion thereof) without our written consent and any attempted assignment without our consent is null and void. We may assign this Agreement with or without notice to You.
2. Relationship. Nothing contained in this Agreement will be construed to make You and Armstrong, partners, joint ventures, principals, agents, or employees of the other. Neither party has any right, power or authority, express or implied, to bind the other.
3. Notices. Unless otherwise stated in this Agreement, all notices, requests, consents, approvals, and other communications required or permitted by You under this Agreement must be in writing and shall be deemed given when delivered in hand or five business days after being mailed using a reliable national mail service, registered or certified mail, postage prepaid, and addressed to our registered office.
4. We may issue notices via various channels, including by sending You e-mail. You consent to receive such notices and agree that any such notices that We send to You shall be legally effective when sent to you or to your Registered User. You agree that any notices sent by us by e-mail or physical mail satisfy any requirement that the notices be provided in writing. If You do not agree, do not accept this Agreement. By accepting these terms, You verify that You are able to receive, access, and retain the notices we may send.
5. Severability. If any term or provision of this Agreement, or of any document incorporated herein by reference, is held by a court of competent jurisdiction to be contrary to law, then that term shall be severed from this Agreement, and the remaining provisions of this Agreement or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby. Each provision of this Agreement shall be valid and enforceable to the extent permitted by law and unless prohibited by law.
6. Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
7. References; Headings; Examples. In this Agreement, the article and section headings are for convenience of reference only and will not be considered in the interpretation of this Agreement. Examples given in this Agreement, which may be preceded by “including,” “for example,” “such as,” or similar language, are solely intended to be illustrative and are not limitative.
8. Governing Law. The Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) are governed by and construed in accordance with the law of England and Wales.
9. Entire Agreement. This Agreement, including the additional terms and policies that are referenced in this Agreement, are the entire agreement between the parties with respect to its subject matter, and there are no other representations, understandings or agreements between the parties relative to such subject matter. You cannot change this Agreement unless Armstrong agrees in writing to the change. Unless otherwise provided in this Agreement, for any conflict between these Terms and Conditions and other terms, policies, or other materials that are referenced herein, these Terms and Conditions will govern.
10. Third Party Rights. Except as expressly provided in Section 12.11 or otherwise in this Agreement, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
11. Armstrong Affiliates. This Agreement is also made for the benefit of each and any of our Affiliates and this Agreement may be enforceable by each of them to the fullest extent permitted by law as if they were a party to this agreement.

Acceptable Use Policy

PLEASE READ THE TERMS OF THIS POLICY CAREFULLY BEFORE USING THE SERVICES

What's in these terms?
This Acceptable Use Policy sets out the standards that apply when you use our Services or interact with our Software in any way.

By using our services you accept these terms
By using our services, you confirm that you accept the terms of this policy and that you agree to comply with them.

If you do not agree to these terms, you must not use our services.

We recommend that you print a copy of these terms for future reference.

There are other terms that may apply to you
Our Terms and Conditions also apply to your use of our Services.

We may make changes to the terms of this policy
We amend these terms from time to time. Every time you wish to use our services, please check these terms to ensure you understand the terms that apply at that time.

Prohibited uses
You may only use our services for lawful purposes. You will access the Services only through your established Services Account;
You may not use our Services:

In any way that breaches any applicable local, national or international law or regulation.
In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
For the purpose of harming or attempting to harm minors in any way.
For any unlawful purpose, to harass any person, or for any purpose not allowed by us.
To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, date bombs, time-bombs, keystroke loggers, spyware, spiders, web-bots, screen-scrapers, or web crawlers adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
To exploit our services or software in any unauthorized way, including by trespass or burdening server or network capacity or infrastructure.
To “frame,” “mirror,” or resell any part of the services or software; or
To harvest or collect information about users.

You also agree.

Not to reproduce, duplicate, copy, modify, adapt, sublicense, translate or re-sell any part of our software.
not to copy, reproduce, distribute, decompile, reverse engineer, disassemble, remove, alter, circumvent, or otherwise tamper with any security technology.
Not to not claim ownership in the Services or our or any other party’s information or materials associated with the Services
Not to access without authority, interfere with, damage or disrupt:
1. any equipment or network or website on which our services are supplied;
2. any software used in the provision of our services; or
3. any equipment or network or software owned or used by any third party
Not to remove, modify, or obscure any copyright notices, trademarks, or other proprietary rights notices on or contained in or on any portion of the Services or any information or materials on or obtained from the Services.

Breach of this policy
When we consider that a breach of this acceptable use policy has occurred, we may take such action as we deem appropriate.
Failure to comply with this acceptable use policy constitutes a material breach of our Terms and Conditions and may result in our taking all or any of the following actions:

Immediate, temporary or permanent withdrawal of your right to access your Service Account or use our Services.
Issue of a warning to you.
Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
Further legal action against you.
Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.

We exclude our liability for all action we may take in response to breaches of this acceptable use policy. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.

Which country's laws apply to any disputes?

The terms of this policy, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

Terms of Use

Terms of Use for Armstrong Services

Acceptable Use Policy

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