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Terms & Conditions

AXIS WORKSHOPS LIMITED

SUBSCRIPTION TERMS AND CONDITIONS

ONLINE SUBSCRIPTION TERMS

ACCEPTANCE OF TERMS

By ticking the acceptance box marked [“I agree”], you, the Customer, are indicating acceptance of these Terms in full.

If you do not accept these terms and conditions, you should not tick the acceptance box.

If you are accepting these terms on behalf of an organisation, firm or company named by you in the registration process then you are agreeing, on behalf of that organisation, firm, or company, that you have authority to enter into these terms on their behalf.

These subscription terms set out the terms under which Axis Workshops Limited (registered number 10935798) whose registered office is at 9a Stradbroke Road, London, England, N5 2PZ ("us", "we" or "Axis") agree to provide software as a service and other online services to you, the customer or user.

Please note that these terms relate to our online service and certain features and functionality is only available to our enterprise customers.

These terms set out the terms under which we provide a non-exclusive licence to you to access the Axis service (“Service”).

1. Definitions

In this agreement the following expressions have the meanings stated, unless the context otherwise requires:

“Administrator” any person who uses the Service in order to manage the access of Facilitators to the Service;

“Data Legislation” all applicable laws and regulations relating to the processing of Personal Data and privacy as may be applicable from time to time, which at the date of this Agreement means the Data Protection Act 1998 and the GDPR (EU General Data Protection Regulation 2016/679), and any successor legislation;

“Facilitator” means you, the person who has signed up to use the Service in order to facilitate Workshops;

“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (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;

“Participant” a person who participates in a Workshop facilitated by you;

“Service” Any online service or services provided by us to you.

"Software" refers to the software which operates the Service;

"Subscription Fees" means the fees payable for the subscription as the same may be varied in accordance with this Agreement;

“Third Party Software” means any third party which may be used in conjunction with the Service.

"Use" the use, copying or transmission of the Service in any manner whatsoever.

“Workshop” means any workshop operated or facilitated using the Service in whole or in part;

2. Subscription and Registration

2.1 These terms together with any proposal or order form signed by us (together “this Agreement”) comprise the contract between you and us for the use of the Service.

2.2 In order to use the Service you will be required to register with us. We are not obliged to permit anyone to register with the Service and we reserve the right to refuse registration to anyone for any reason.

2.3 Certain functionality is only available to paid subscribers and you may be required to subscribe to our paid tier to access certain functionality. Other functionality is only available to enterprise users. If you take out a subscription for the Service either we will collect payment electronically through our payment processors or we will invoice you on a monthly basis. We may have more than one paid subscription tier with different levels of functionality and features.

2.4 We reserve the right to add or remove services and functionality from any registration or subscription type or to add or remove registration or subscription types. We also reserve the right to change our subscription periods. When we change our subscription types or subscription periods you will be entitled to keep your existing subscription until the end of your then-current subscription period and at the end of that period you will be required to subscribe on the new basis.

2.5 We may offer a free trial period during which we allow you, for a limited period, to access functionality which is usually only available to subscribers. Once a trial period ends if you do not take out a subscription we reserve the right to withdraw your access to the Service. We may, at our sole discretion, extend or withdraw any trial period. Trial periods are offered strictly at our discretion and we may reduce the period or change the terms of any trial period we offer at any time.

2.6 Your subscription will last for the agreed subscription period which may be monthly, annually or on some other basis. Unless otherwise specified your subscription period will be monthly.

2.7 Subject to these terms and conditions we hereby grant to you a non-exclusive, non-transferable right to allow you to use the Service as a Facilitator for your business and personal purposes. We may limit the number of Participants for each Workshop for a given subscription tier.

2.8 This Agreement does not permit the use of the Service to supply services to any customer, client or third party other than in the context of the provision of your own workshop facilitation services to that client or third party save as specifically agreed in writing (subject to such conditions as may be specified).

2.9 You undertake that:

(a) You will not share your login details with any other person;

(b) You will not authorise any other person to act as a facilitator of any Workshop;

(c) A workshop operated on the Service must be managed and facilitated by you and you will not permit a workshop using the Service to be facilitated by anyone else;

(d) You will not seek to combine or merge Workshops which would ordinarily be operated as separate Workshops;

(e) You will activate a separate Workshop each time it is run for a different group of Participants.

2.10 Our online Service only permits access and use by a single Facilitator – you – if  you wish to authorise additional Facilitators you will be required to take out an enterprise subscription.

3. Restrictions

3.1 You agree that you will not except as may be allowed by any applicable law which is incapable of exclusion by this Agreement between the parties and except to the extent expressly permitted under these terms or agreed between us in writing:

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

(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

(c) access all or any part of the Service in order to build a product or service which competes with the Service; or

(d) provide the Service to third parties other than in the context of the provision of your own workshop facilitation services to that client or third party ; or

(e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service available to any third party except the Authorised Users or as otherwise permitted pursuant to the Order Form, or

(f) attempt to obtain, or assist third parties in obtaining, access to the Service other than in accordance with these terms.

3.2 In the event that you wish to integrate the operation of the Service with the operation of other software or systems used by you agree that you will request that we carry out such integration before carrying out the integration yourselves or requesting that any other party carries out the relevant integration. You also agree that we will be permitted to carry out such integration provided that we agree to do so at a reasonable cost and within a reasonable timescale. You also agree that whether or not we carry out the relevant integration, you will supply information relating to the relevant integration to us on request.

3.3 You shall use commercially reasonable endeavours to prevent any unauthorised access to, or use of, the Service and, in the event of any such unauthorised access or use, promptly notify us.

4. Additional Services

4.1 We shall, during term of this Agreement subject to any period of implementation and payment of the applicable fees make available the then-current version of the Service available to you, subject to the applicable subscription tier.

4.2 We may from time to time, and by agreement in writing, as part of our Services carry out professional or consultancy services (“Professional Services”). We warrant that any such Professional Services will be subject to any terms agreed between us in writing including applicable fees and charges. Professional Services will be carried out with reasonable skill and care in accordance with good industry practice. Please note that the limitations on liability set out in this Agreement will apply to Professional Services unless otherwise agreed in writing.

5. Subscription Fees

5.1 The Subscription Fees (together with value added tax, if applicable) shall be paid by you in accordance with the applicable subscription tier. We will collect our Subscription Fees using the credit or debit card details provided, by direct debit, or by invoice (at our discretion).

5.2 We will be entitled to increase the Subscription Fees at any time by notice in writing to you (please note that you are under no obligation to continue to use the Service after such increase has come into effect).

5.3 We reserve the right to charge you interest in respect of the late payment of any sum due under this agreement (after as well as before judgment) at the rate of 4 per cent per annum above the base rate from time to time of the Bank of England from the due date therefore until payment.

5.4 In the event that this Agreement is terminated for any reason no Subscription Fees will be refunded.

6. Intellectual Property

6.1 You acknowledge that all Intellectual Property Rights in the Software belongs and shall belong to us, and you shall have no rights in or to the Software other than the right to access the Service in accordance with these Terms.

7. Warranty

7.1 Subject to the exceptions set out below and the limitations on our liability we warrant that we have the right power and authority to authorise access to the Service upon the terms and conditions of this agreement and that the Service will comply in material respects with its Functional Specification.

7.2 We do not warrant that the use of the Service will be uninterrupted or error-free.

7.3 The Service may be unavailable during:

7.3.1 planned maintenance carried out during the our planned maintenance windows; and

7.3.2 unscheduled maintenance performed outside normal business hours, provided that we have used reasonable endeavours to give you notice in advance.

7.4 You accept responsibility for the selection of the Service to achieve your intended results and acknowledge that the Service has not been developed to your specific requirements.

7.5 We will have no liability to remedy a breach of warranty where such breach arises as a result of any breach by you of the terms of this Agreement.

7.6 All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

7.7 We may, at our discretion, remedy any breach of warranty by the provision of technical support free of charge.

8. Limitation of liability

8.1 Except as expressly stated in clause 8.2:

8.1.1 We shall not in any circumstances have any liability for any losses or damages which may be suffered by you (or any person claiming under or through you), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

(a) special damage even if we were aware of the circumstances in which such special damage could arise;

(b) loss of profits;

(c) loss of anticipated savings;

(d) loss of business opportunity;

(e) loss of goodwill;

(f) loss or corruption of data;

(g) indirect or consequential losses;

provided that this clause 8.1.1 shall not prevent claims for direct financial loss that are not excluded by any of categories (a) to (g) inclusive of this clause 8.1.1;

8.1.2 we will use reasonable endeavours to ensure that the Service operates within applicable regulatory requirements as reported to us to you, but we will not be responsible for or liable for any regulatory requirements or obligations;

8.1.3 we will not be liable for any losses (including financial losses) arising from the integration of the Service with any other software or systems used by you;

8.1.4 our total liability, whether in contract, tort (including negligence) or otherwise and whether in connection with this Agreement or any collateral contract, shall in no circumstances exceed a sum equal to the higher of: a) 100% of the Subscription Fees paid by you in the 12 months leading up to the date of the claim; and b) £5,000; and

8.1.5 you agree that, in entering into this Agreement, either you did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this Agreement or (if you did rely on any representations, whether written or oral, not expressly set out in this Agreement) that you shall have no remedy in respect of such representations and (in either case) we shall have no liability in any circumstances otherwise than in accordance with the express terms of this Agreement.

8.2 The exclusions in clause 7 and 8 shall apply to the fullest extent permissible at law, but we do not exclude liability for:

8.2.1 death or personal injury caused by our negligence, or the negligence of our officers, employees, contractors or agents;

8.2.2 fraud or fraudulent misrepresentation;

8.2.3 breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

8.2.4 any other liability which may not be excluded by law.

8.3 All dates supplied by us for delivery of any Services shall be treated as approximate only. We shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.

8.4 All references to "we” or “us” in this clause 8 shall, for the purposes of this clause only be treated as including all employees, subcontractors and suppliers of ours, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause.

9. Confidentiality and Data

9.1 Each of the parties hereto undertakes to the other to keep confidential all information (written or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or the entering into of this agreement save that which is:

9.1.1 trivial or obvious;

9.1.2 already in its possession other than as a result of a breach of this clause; or

9.1.3 in the public domain other than as a result of a breach of this clause.

And each of the parties undertakes to the other to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of this clause by its employee's agents and sub contractors.

9.2 Subject to clause 9.3, you will own all right, title and interest in and to any data of yours which is processed using the Service and you shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the data. You agree that you will be validly licensed to use any data you upload to the Service or process using the Service for the purposes for which such data is used and we will have no liability for any misuse of data by you.

9.3 You agree that we will be entitled to use data obtained from your Workshops (on a strictly anonymous basis) as part of a dataset which is used to train our artificial intelligence or machine learning engine.

9.4 You agree that we will be entitled to refer the name of your firm, company or organisation in our website and other publicity materials as a customer of ours, provided that if the relevant firm, company or organisation objects to any such reference on reasonable grounds we will remove your name from such materials.

10. Duration of agreement

10.1 Your subscription or registration will, unless otherwise terminated as provided in this clause 10, start on the date on which we confirm your subscription or registration is active and shall continue until either you or us have terminated your subscription, subject to any minimum subscription term which is agreed or specified.

10.2 If no minimum subscription term is agreed or specified, then either party may terminate your registration or subscription by giving not less than one months’ prior notice.

10.3 In addition to, but without prejudice to the other rights and remedies of each under this Agreement, in the event that:

10.3.1 Either party fails to perform or comply with any of its material obligations under this Agreement and such failure is not remedied to the reasonable satisfaction of the other party within 30 days of written notification; or  

10.3.2 Either party commits a material or persistent breach of the terms of this Agreement; or

10.3.3 Either party enters into insolvency;

Then the other party may terminate this Agreement immediately by written notice to the party who is subject to 10.2.1 to 10.2.3.

10.4 For the purposes of clause 10.2, a party shall be regarded as entering into insolvency if:

10.4.1 It is declared bankrupt;

10.4.2 it suspends or ceases or threatens to suspend or cease all or a substantial part of its operations; or

10.4.3 a meeting is convened, an order made or a resolution passed for its winding-up (except for the purposes of a reconstruction or amalgamation whilst solvent); or

10.4.4 a petition is presented for its winding up and not stayed, dismissed or withdrawn within 10 days (unless it is demonstrated to the other party’s satisfaction that the petition is frivolous or vexatious and it is dismissed before the petition is advertised and in any event within 14 days of presentation); or

10.4.5 a petition is presented for the appointment of an administrator in relation to it and is not dismissed within two days or in the case of a petition presented by a creditor, within two days of actual service by that creditor on it; or

10.4.6 a distress, execution or other legal process is levied against any of its assets and is not discharged or paid out in full within three days; or

10.4.7 an encumbrancer takes possession of or a receiver or an administrator or similar official is appointed in respect of the whole or any part of its assets or undertaking; or

10.4.8 it ceases or suspends generally the payment of its debts or is unable to pay its debts or is deemed unable to pay its debts within the meaning of s123 Insolvency Act 1986; or

10.4.9 or if any event occurs which, under the applicable law of any relevant jurisdiction, has an analogous or equivalent effect to any of the events mentioned above.

11. Data and GDPR

You agree not to upload any personal data (as defined by Data Legislation) to the Service without our prior written consent other than user data required for registration purposes (including name, email address and telephone number), and you confirm that we have the right to process such user data in order to deliver the Service as set out in this Agreement. We agree to comply with Data Legislation in the delivery of the Service.

12. General

12.1 We will not be liable for any breach of our obligations in these terms resulting from causes beyond our reasonable control including but not limited to fires strikes (of its own or other employees), terrorism, insurrection or riots embargoes container shortages wrecks or delays in transportation inability to obtain supplies and raw materials requirements or regulations of any civil or military authority (an "Event of Force Majeure").The waiver by us of a breach or default of any of the provisions of this agreement by you shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party. If any provision of this agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.

12.4 We will not be liable to you for loss arising from or in connection with any representations agreements statements or undertakings made prior to the date of execution of this agreement other than those representations agreements statements or undertakings confirmed by our duly authorised representative in writing or expressly incorporated or referred to in this agreement.

12.5 not entitled to assign or otherwise transfer this agreement of any of your rights or obligations, nor are you permitted to sub license the use (in whole or in part) of the Software or the Service without our prior written consent.

12.6 Headings to clauses in this agreement are for the purpose of information and identification only and shall not be construed as forming part of this agreement.

12.7 This agreement shall be governed by and construed in accordance with English law and the parties hereto agree to submit to the non exclusive jurisdiction of the English courts.

12.8 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, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

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