THE SPIRAX SOFTWARE AND PORTAL – Terms of Use

NOTICE: Please read these Terms of Use carefully. These Terms of Use govern your access and use of the Spirax Software and Portal. By using the Spirax Software and Portal, you agree to these Terms of Use. You may not use the Spirax Software or Portal if you do not accept these Terms of Use.

  1. These Terms of Use

    1. These Terms of Use are made and issued to you either in relation to a:

      1. Software as a Service agreement between SPIRAX-SARCO LIMITED and the ORGANISATION of which you are an employee, director or partner or with which you are otherwise associated pursuant to which Spirax licenses the Spirax Software and grants access to the Portal to the Organisation ("SaaS Agreement"); or

      2. mobile software application licence agreement between SPIRAX-SARCO LIMITED (1), the ORGANISATION of which you are an employee, director or partner or with which you are otherwise associated (2) and YOU (3) for you to download and use a mobile software application for the purpose of entering Static Data (as defined below) which can then be viewed on the Portal ("App"); or

      3. if you are a sole trader a mobile software application licence agreement between SPIRAX-SARCO LIMITED and YOU for you to download and use the App,

(the agreements described in paragraphs 1.1.2 and 1.1.3 each an "App Licence").

  1. In the event that these Terms of Use are made and issued to you in relation to:

    1. an App Licence, your use of the Spirax Software and Portal is restricted to Static Data and you shall have no right to view existing Live Data or to cause or enable new Live Data to be added to the Portal or to edit or add any data on the Portal save Static Data which may be added using the App;

    2. a SAAS Agreement or an App Licence as described at paragraph 1.1.2, the Organisation has authorised you, as notified by the Organisation in writing to and agreed by us, to access and use the Spirax Software and the Portal, whether as an administrator user or as a read-only user; and

    3. an App Licence as described at paragraph 1.1.2, your acceptance of these Terms of Use will bind you and the Organisation and you represent to us that you have the authority of the Organisation to enter into these Terms of Use on its behalf.

  2. Use of the Spirax Software and Portal is subject to the most current version of the Terms of Use posted on the Portal at the time of use.

  3. We may amend these Terms of Use at any time by making changes to this page or, where in our opinion appropriate, by written notice to the Authorised User or the Organisation. The Authorised User’s continued use of the Spirax Software or the Portal after changes are made or after receiving written notice will signify the assent of the Authorised User to the amended Terms of Use.

  1. Interpretation

    1. In these Terms of Use, except where the context requires otherwise:

"Agreement"

means the SaaS Agreement or App Licence in relation to which these Terms of Use are issued to you;

"Authorised User", "You"

means you the person who has accepted these Terms of Use by using the Spirax Software or Portal;

"Client Data"

means information, documentation and other material uploaded to the Portal by the Organisation and its Authorised Users pursuant to a SaaS Agreement;

"Data"

Client Data and Steam System Data;

"Documentation"

the user guide and any other documentation provided by Spirax (whether in hard copy form or online) to the Organisation or Authorised Users relating to the functionality and use of the Spirax Software or Portal;

"Live Data"

any live data which is captured by a Steam System and transmitted to the Portal by or using the Spirax Software;

"Organisation"

means the Organisation referred to in paragraph 1.1.1 or 1.1.2 above of which you are an employee, director or partner or with which you are otherwise associated;

"Portal"

the web portal made available to you for gaining access to the Steam System Data;

"Spirax Software"

Spirax’s software for the retrieval and monitoring of: (a) Live Data; and (b) Static Data, accessible through the Portal via any supported web browser;

"Static Data"

any data relating to a Steam System, which is entered manually on to the Portal by or on behalf of Spirax or the Organisation or otherwise by you, pursuant to an App Licence;

"Steam System"

a steam system, product for a steam system or other steam solution or steam technology (or any component part thereof);

"Steam System Data"

Live Data and Static Data;

"we, us, our", "Spirax"

means Spirax-Sarco Limited, a company registered in England and Wales under number 00509018 and having its registered office at Charlton House, Cirencester Road, Charlton Kings, Cheltenham, Gloucestershire GL53 8ER.

  1. Right of Access and Use

    1. We grant the Authorised User a non-transferable, revocable, non-exclusive licence to access and use the Spirax Software and the Portal upon and subject to these Terms of Use.

    2. We may grant different access and user rights to different users of the Spirax Software and Portal. Only administrator users shall be entitled to upload content to, and delete and modify content on, the Portal.

    3. You may only use the Portal and the Spirax Software while you are authorised to do so by the Organisation.

    4. We may establish reasonable general practices and fair usage limits concerning use of the Spirax Software and the Portal. The Authorised User shall observe such practices and fair usage limits as may from time to time be notified by us to the Authorised User or the Organisation or published on the Portal.

    5. We may, for technical, legal or operational reasons make changes to the specification of the Spirax Software and temporarily suspend or withdraw access to the Spirax Software in whole or in part, with or without notice. We shall not be liable to the Authorised User for any such change, suspension or withdrawal of the Spirax Software.

    6. We are not responsible for providing the technical means by which the Authorised User can gain access to the Spirax Software or the Portal. The Authorised User or the Organisation is responsible for making all arrangements necessary and paying any applicable fees in order to procure access to the Spirax Software and the Portal, including without limitation, any equipment and services necessary to connect to the Spirax Software and the Portal.

    7. We reserve the right, but without obligation, to monitor, moderate, edit or remove any Data on the Portal.

  2. Security

    1. The Authorised User shall use all reasonable endeavours to prevent any unauthorised access to the Portal or use of the Spirax Software and shall not disclose his or her password, or grant access to any part of the Portal or the Spirax Software, to any other person, firm or company.

    2. The Authorised User is entirely responsible for maintaining the confidentiality of his or her login and password. The Authorised User shall notify us immediately of any actual or suspected unauthorised access or use of his or her account or if another person knows his or her password. Until the Authorised User notifies us, he or she is fully responsible for any and all activities that occur under his or her account.

    3. We may amend or withdraw the Authorised User’s login and/or password at any time, in our absolute discretion, without notice and without incurring any liability whatsoever.

  3. Authorised User’s undertakings

    1. You may only use the Portal and the Spirax Software for lawful purposes and must not use the Portal or the Spirax Software in any way that breaches any applicable local, national or international law or regulation or is in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.

    2. When using the Spirax Software and Portal, you must observe the terms of any licence to Spirax or the Organisation of Third Party Software.

    3. You warrant to and undertake with us that you shall not upload to the Portal any Data that:

      1. contains any content that is libellous, defamatory, obscene, pornographic or sexually explicit, abusive or otherwise violates any law;

      2. infringes any patent, trademark, database right, trade secret, copyright or other proprietary right of any party;

      3. you do not have the right to transmit under any law or contractual relationship (such as confidential information);

      4. contains viruses or any other codes, files or programs designed to damage, interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment.

    4. You shall not:

      1. save for the allocation of Authorised User accounts, license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Spirax Software or the Portal in any way;

      2. interfere or attempt to interfere with the proper working of the Spirax Software or the Portal or disrupt the Spirax Software or any server or network connected to the Portal;

      3. take any action which imposes an unreasonable or disproportionately large load on the Spirax Software’s or the Portal’s infrastructure;

      4. gain or attempt to gain unauthorised access to any computer system or network connected to the Spirax Software;

      5. reverse compile, disassemble or engineer the Spirax Software, the Portal or its technology;

      6. use or access the Spirax Software in order to build a product or service which is the same as or similar to the Spirax Software or the Portal; or

      7. enter or cause to be entered any false or inaccurate Steam System Data.

  4. International Use

    1. The Portal and the Spirax Software are provided from the United Kingdom. If you choose to access the Portal from locations outside the United Kingdom, you do so at your own risk and we make no representations that the content and services on the Portal are lawful to use or available for use in locations outside the United Kingdom.

  5. Data Protection

    1. We may process the Authorised User’s personal data (on the Organisation’s behalf or otherwise) for the purposes of performing our obligations under the Agreement and providing the Spirax Software and the Portal.

    2. The Authorised User acknowledges and agrees that his or her personal data may be transferred or stored outside the EEA or the country where the Authorised User and the Organisation are located in order to provide the Spirax Software or the Portal.

    3. We are not responsible for ensuring that the Organisation is entitled to transfer personal data to us so that we may lawfully use, process and transfer the personal data in accordance with the Agreement on its behalf.

    4. By using the Spirax Software or the Portal the Authorised User consents to such use, processing and transfer.

    5. We shall process the Authorised User’s personal data only in accordance with the terms of the Agreement and any lawful instructions reasonably given to us by the Organisation from time to time.

    6. We shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Authorised User’s personal data or its accidental loss, destruction or damage.

  6. Intellectual property rights

    1. All proprietary rights, including without limitation, copyright, trade marks, database rights and other intellectual property rights in and to the Portal, the Spirax Software and Documentation shall be and remain vested in us or our licensors

    2. Except for the rights specifically granted under this Agreement, nothing in this Agreement shall be construed as transferring any such rights to the Organisation or any Authorised User and all rights in the Portal, the Spirax Software and Documentation not specifically granted in this Agreement are reserved by us.

  1. If the Authorised User gives us any feedback or other suggestions or ideas in relation to the Spirax Software, we reserve the right to use that feedback or those suggestions or ideas in the development of the Spirax Software.

  2. Liability

    1. Our sole liability in relation to the Spirax Software or the Portal shall be to the Organisation (or you, in the case of an App Licence specified at paragraph 1.1.3) and in accordance with the Agreement. We shall not have any liability whatsoever to any Authorised User or any other person (whether for negligence, breach of contract, tort, misrepresentation, restitution or otherwise) for any loss or damage (including without limitation direct, indirect, incidental, special, punitive, consequential or exemplary damages and damages for loss of profits, goodwill, use, data, business opportunity or anticipated saving or other intangible losses) resulting from or in connection with the Portal or the Spirax Software or any Authorised User’s use of or inability to use it.

    2. Save as expressly set out in the Agreement, to the maximum extent permitted by law, we disclaim any and all representations, conditions and warranties whether express or implied by statute or common law or otherwise that the Portal, the Spirax Software or Documentation are or will be of satisfactory quality, fit for a particular purpose, provided with reasonable care and skill or non-infringing.

    3. Any of our employees, agents, representatives and/or independent contractors shall be entitled to the benefit of the exclusions and limitations of liability set out in these Terms of Use in our favour.

    4. Nothing in these Terms of Use shall exclude or limit any liability for death or personal injury resulting from our negligence, fraud or fraudulent misrepresentation or any other liability that cannot by law be limited or excluded.

    5. The Authorised User and the Organisation shall defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with or in relation to the Authorised User's use of or inability to use the Spirax Software or of a breach of these Terms of Use by the Authorised User.

  3. General

    1. No failure or delay by a party to exercise any right or remedy provided under these Terms of Use or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.

    2. If any provision of these Terms of Use (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, such provision is deemed severable and will not affect the validity or enforceability of the remaining provisions.

    3. 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 these Terms of Use.

  4. Governing Law

These Terms of Use shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms of Use or their subject matter or formation.