PLEASE READ CAREFULLY BEFORE DOWNLOADING OR STREAMING THE APP FROM THIS WEBSITE. These terms and conditions were last updated on 1 November 2021.

This end-user licence agreement (this “EULA”) is a legal agreement between you (the “End-user” or “you”) and Eproductive Limited (Company No. 04076548) whose registered and trading office is at Lymehouse Studios, 3rd Floor Rear, 30-31 Lyme Street, London NW1 0EE (the “Licensor”, “we”, “us”, “our”) for:

Any and all of our application software, currently including (without limitation) EPR, myEPR, EPS, myEPS, EPROS, EPR Touch, Gift Aid Training App, My Charity Shop App and Team and the associated media (the “App”); and
The electronic documents accompanying the App including the user instructions (“Documents”).

We have entered in to a contract with a third party (“Our Client”) who has requested that we make the App and Documents available to you for use by you in order for you to perform your obligations to Our Client (the “Purpose”).

We license use of the App and Documents to you on the basis of this EULA and subject to any terms, conditions, rules and policies applied by any appstore provider or operator (such as, for example, the Apple App Store and Googleplay, each an “Appstore”) from whose site you downloaded the App (“Appstore Rules”). Our Client may also impose certain rules and policies on your use of the App and Documents (the “Client Rules”).

In the event of any conflict between the Appstore Rules, the terms of this EULA and the Client Rules, the order of priority shall be as follows: 1. The Appstore Rules; 2. The terms of this EULA; 3. the Client Rules.

We do not sell the App or Documents to you and/or to Our Client. We remain the owners of the App and Documents at all times.

Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.

The App requires an iOS device supporting iOS9 or an Android device supporting version 4.4 and above.

IMPORTANT NOTICE:

BY DOWNLOADING THE APP FROM THIS WEBSITE OR BY USING THE APP IN ANY WAY (WHICHEVER OCCURS EARLIER) YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU. THE TERMS OF THE LICENCE INCLUDE, IN PARTICULAR, THE PRIVACY POLICY DEFINED IN CONDITION 1.5 AND LIMITATIONS ON LIABILITY IN CONDITION 7.

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

Agreed terms

1. Acknowledgements

1.1 The terms of this EULA apply to the App and any of the services accessible through the App (the “Services”), including any updates or supplements to the App or any Service, unless they come with separate terms, in which case those terms apply. Please be aware that some of the provisions contained in this EULA may be superseded by provisions or notices published elsewhere on the App. If any open-source software is included in the App or any Service, the terms of an open-source licence may override some of the terms of this EULA.

1.2 We may change these terms at any time by notifying you of a change when you next start the App and/or visit our website at eproductive.com. The new terms may be displayed on-screen and you may be required to read and accept them to continue your use of the App and/or Services.

1.3 From time to time updates to the App may be issued through our website and/or the Appstore. Depending on the update, you may not be able to use the Services until you have downloaded or streamed the latest version of the App and accepted any new terms.

1.4 You will be assumed to have obtained permission from the owners of any Devices that are controlled, but not owned, by you prior to you downloading or streaming a copy of the App onto such Devices. You and they (the Device owner) may be charged by your and their service providers for internet access on the Device(s). You accept responsibility in accordance with the terms of this EULA for the use of the App or any Service on or in relation to any Device, whether or not it is owned by you.

1.5 Under data protection legislation, we are required to provide you with certain information about how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is available at https://www.eproductive.com/eproductive-privacy-policy (Privacy Policy). The terms of our Privacy Policy (as in force from time to time), are incorporated into this EULA by reference and apply to those Services that are not specified elsewhere on the App as having separate privacy policies. Additionally, by using the App or any Service, you acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information you send using the App or any Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

1.6 By using the App or any of the Services, you consent to us collecting and using technical information about the Device(s) and related software, hardware and peripherals for Services that are internet-based or wireless to improve our products and to provide any Services to you.

1.7 Certain Services may make use of location data sent from your devices. You can turn off this functionality at any time by turning off the location services settings for the App on the Device. If you use these Services, you consent to us and our affiliates' and licensees' transmission, collection, retention, maintenance, processing and use of your location data and queries to provide and improve location-based and road traffic-based products and services.

1.8 The App or any Service may contain links to other independent third-party websites (each a “Third-party Site”). Third-party Sites are not under our control and we are not responsible for and do not endorse their content or their privacy policies (if any). You will need to make your own independent judgement regarding your interaction with any Third-party Sites, including the purchase and use of any products or services accessible through them.

1.9 You hereby confirm and represent that:

(a) you are at least 16 years old; or

(b) If you are under 16 years old that you have obtained your parent or guardian’s consent to your use of the App and their agreement to the terms of this EULA;

(c) You are not located in a country that is subject to a US Government embargo, or that has been designated by the US Government as a ‘terrorist supporting’ country; and

(d) You are not listed on any US Government list of prohibited or restricted parties

2. Grant and scope of licence

2.1 In consideration of you agreeing to abide by the terms of this EULA, we grant you a non-transferable, non-exclusive licence to use the App on the Devices, subject to these terms, the Privacy Policy and the Appstore Rules, incorporated into this EULA by reference. We reserve all other rights.

2.2 You may:

(a) download or stream a copy of the App onto the Device(s) to view, use and display the App on the Devices for the Purpose only;

(b) receive and use free supplementary software code or update of the App incorporating “patches” and corrections of errors as we may provide to you; and

3. Licence restrictions

Except as expressly set out in this EULA or as permitted by any local law, you agree:

(a) not to copy the App or Documents except where such copying is incidental to normal use of the App, or where it is necessary for the purpose of back-up or operational security;

(b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the App or Documents;

(c) not to transfer (whether paid or for free) the App or Documents to any other third party. If you sell or transfer the device on which the App is installed, you must remove the App from it;

(d) not to download or stream the App onto any phone or other device not owned by you unless you have the owner’s permission to do so;

(e) not to translate, merge, adapt, vary, alter or modify, the whole or any part of the App, Documentation or Services, or permit the App, Documentation or Services or any part of it to be combined with, or become incorporated in, any other programs;

(f) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App or attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the App with another software program, and provided that the information obtained by you during such activities:

(i) is used only for the purpose of achieving inter-operability of the App with another software program;

(ii) is not unnecessarily disclosed or communicated without our prior written consent to any third party;

(iii) is kept secure; and

(iv) is not used to create any software that is substantially similar to the App;

(g) to keep all copies of the App secure and to maintain accurate and up-to-date records of the number and locations of all copies of the App;

(h) to include our copyright notice on all entire and partial copies you make of the App on any medium;

(i) not to provide or otherwise make available the App in whole or in part (including object and source code), in any form to any person without prior written consent from us;

(j) not to access without prior written authority, interfere with, damage or disrupt: i) the App or any part thereof; ii) any equipment, Device or network on which the App and/or Documents are stored; iii) any software used in or used in the provision of the App; and/or iv) any equipment, network or software owned or used by a third party, without obtaining all necessary consents and authorities in advance; and

(k) to comply with all technology control and/or export laws and regulations that apply to the technology used or supported by the App or any Service (“Technology”), together “Licence Restrictions”.

4. Interactive services

4.1 As part of the Services we may, from time to time, provide interactive services via the App, including access to Twitter, Facebook, bulletin boards, blogs and chat rooms (together, the “Interactive Services”). Where we do provide any Interactive Service, we will use reasonable endeavours to provide clear information to you about the type of service being offered, whether it is moderated by us and if relevant, what form of moderation we apply (including where appropriate, whether it is human or technical) but you acknowledge and agree that we are under no obligation to monitor or moderate any Interactive Service made available through the App and, to the fullest extent permitted by law. We expressly exclude any liability suffered or incurred arising from use of an Interactive Service, irrespective of whether it is monitored and/or moderated by us or not.

4.2 Where applicable, we will use reasonable endeavours to provide you with details as to how to contact the moderator of an Interactive Service.

4.3 As part of the Interactive Services you and other users of the App may be able to create and/or post content to other users, such as text, photos and other images (“User Generated Content”). You understand and agree that any and all User Generated Content must:

(a) be factually correct where asserting facts, and genuinely held where stating opinion;

(b) comply with applicable law in the UK and in any country from which they are posted;

(d) not contain any material which is violent, obscene, offensive, hateful or inflammatory;

(e) not promote or contain sexually explicit material;

(f) not promote violence;

(g) not promote discrimination based on race, sex, religion, sexual orientation, nationality, discrimination, age or any other form of discrimination;

(h) not infringe any third party’s copyright or any other intellectual property rights;

(i) not be likely to deceive any person;

(j) not be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;

(k) not promote or endorse any illegal activity;

(l) not be threatening or abusive or cause annoyance, inconvenience or needless anxiety;

(m) not contain any third party’s personal information, such as phone number, emails address, financial information etc. and must not in any way be invasive of a third party’s privacy;

(n) not be likely to harass, upset, embarrass, alarm or annoy any other person;

(o) not be used to impersonate any person, or to misrepresent your identity or affiliation with any person;

(p) not give the impression that the User Generated Content, in whole or in part, originates or emanates from or is endorsed by us and/or the Client unless you have our or our Client’s (as applicable) prior written consent and approval to such assertion and material; and

(q) not advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

5. Acceptable use restrictions

5.1 You must:

(a) not use the App or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the App, any Service or any operating system;

(b) not infringe our intellectual property rights or those of any third party in relation to your use of the App or any Service, including the submission of any material (to the extent that such use is not licensed by this EULA);

(c) not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App or any Service;

(d) not use the App or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;

(e) not use the App or any Service for the purpose (whether direct or indirect) of harming or attempting to harm minors in any way;

(f) not transmit (or procure the sending of) any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);

(g) not knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware; and

(h) not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service; together, the “Acceptable Use Restrictions”.

5.2 You understand that in course of using the App and Services, you may encounter User Generated Content that is of a nature prohibited by the terms of this EULA (“Offensive Material”). Should you become aware of any such Offensive Material you agree to notify us immediately by contacting us at the address detailed in condition 9.1 of this EULA. Upon receipt of such a notice, we shall use reasonable endeavours to review the material in question in a timely manner and, where appropriate, take such action as we, in our sole discretion, deem necessary.

6. Intellectual property rights

6.1 You acknowledge that all intellectual property rights in the App, the Services and the Documents and the Technology anywhere in the world belong to us or our licensors (as applicable); that rights in the App and the Documents are licensed (not sold) to you; and that you have no rights in, or to, the App, the Documents and/or the Technology other than the right to use each of them in accordance with the terms of this EULA.

6.2 You acknowledge that you have no right to have access to the App in source-code form.

6.3 The Appstore shall have no responsibility in the event of any third party claim that the App or your possession and use of the App infringes a third party’s intellectual property rights. In the event of such a claim, we shall be solely responsible for any investigation, defence, settlement and discharge (as we deem necessary or desirable) of such claim and the Appstore shall play no part in any such claim.

7. Limitation of liability

7.1 Nothing in this condition 7 excludes or limits either party’s liability to the other party for death or personal injury caused by its negligence, or in respect of any other liability to the extent that it cannot be excluded or limited as a matter of law.

7.2 You understand that the App, Services and Documents are made available to you at the request of Our Client but you shall have no automatic right to access or use any of the aforementioned. Further, we make no warranty to you with regards to the accuracy, availability or functionality of the App, the Services, the Documents and/or any content or other material (including User Generated Content) you encounter further to your use of any of the aforementioned.

7.3 You acknowledge that the App is provided ‘AS IS’ and has not been developed to meet your individual requirements. It is therefore your responsibility to ensure that the facilities and functions of the App and any Services as described in the Documents meet your requirements.

7.4 We shall not be liable for any loss, cost, damage or expense suffered or incurred by you in connection with any Offensive Material you may encounter in the course of using the App and/or the Services.

7.5 We shall not be liable for any interruption or cessation of transmission to or from our servers.

7.6 Except as expressly set out in this EULA, all warranties, conditions and other terms implied by statute or common law or otherwise are, to the fullest extent permitted by law, excluded from this EULA. Nothing in this EULA limits or excludes either party’s liability for death or personal injury arising from negligence; or for fraud or fraudulent misrepresentation.

7.7 We only supply the App and Documents to you for use by you for the Purpose. You agree not to use the App and Documents for any other purpose and subject to condition ‎7.6 above, we have no liability to you for any loss of profit; loss of business; loss of or damage to goodwill or similar losses; loss or corruption of data or information; business interruption; or loss of business opportunity.

7.8 Subject to condition ‎7.6 above, Our maximum aggregate liability under or in connection with this EULA (including your use of any Services) whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to £0.01.

7.9 You hereby indemnify us in respect of any loss, damage and cost which we may suffer which arises as a result of you breaching condition 4.3 and/or condition 5.1 of this EULA.

7.10 You warrant that you shall back up any content and data used in connection with the App, to protect yourself in case of problems with the App or the Service.

7.11 You understand and agree that the Appstore shall not be responsible in any way for addressing any claim you or any third party may have relating to the App or your possession and/or use of the App.

7.12 You acknowledge that the content may be updated, altered or removed, from time to time, at any time, without notice to you

7.13 We are not responsible for any data usage, roaming or other charges you incur when accessing the internet through your mobile or other Device, as specified in condition 1.4.

8. Suspension and termination

8.1 You understand and agree that we shall be entitled to take such action as we, in our sole discretion, deem appropriate in the event we determine that there has been a breach of this EULA.

8.2 Failure to comply with the terms of this EULA constitutes a material breach of the terms upon which you have been permitted to use the App and Services. In the event we become aware or suspect that you have or are likely to breach the terms of this EULA you understand and agree that such breach or suspected breach may result in us taking all or any of the following actions against you and/or the Client (please note this is not an exhaustive list):

(a) Immediate (without notice), temporary or permanent withdrawal of your right to use and access the App and Services. Where we take such action we may notify Our Client of the action we have taken and you understand that we may, at our discretion, provide details to Our Client as to why we have taken such action;

(b) Immediate, temporary or permanent removal and, at our discretion, deletion, of any User Generated Content uploaded or otherwise posted by you to the App;

(d) Instigate legal proceedings against you for reimbursement of all costs on an indemnity basis (including reasonable administrative and legal costs) arising from the breach;

(e) Legal action against you; and

(f) Disclosure of such information to law enforcement authorities as we deem, in our reasonable opinion, to be appropriate.

8.3 You understand that we may at any time, without notice to you and/or Our Client, remove on a temporary or permanent basis any User Generated Content posted by you using the App and Services if we deem it to be in breach of the terms of this EULA. Unless otherwise agreed in writing in advance, we do not keep copies of any User Generated Content that we have removed from the App and we shall be entitled to irretrievably delete such material at our discretion.

8.4 We may terminate this EULA and your right to use the App and Services, in whole or in part, immediately without notice to you:

(a) if we determine that you have committed a material or persistent breach of this EULA which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so;

(b) if we determine that you have breached any of the Licence Restrictions or the Acceptable Use Restrictions;

(d) at the request of Our Client.

8.5 On termination for any reason:

(a) all rights granted to you under this EULA shall cease;

(b) you must immediately cease all activities authorised by this EULA, including your use of any Services; and

(c) you must immediately delete or remove the App from all Devices, and immediately destroy all copies of the App and Documents then in your possession, custody or control and certify to us that you have done so;

9. Communication between us

9.1 If you wish to contact us in writing, or if any condition in this EULA requires you to give us notice in writing, you can send this to us by e-mail or by prepaid post to us marked for the attention of Client Services Manager at Lymehouse Studios, 3rd Floor Rear, 30-31 Lyme Street, London NW1 0EE or info@eproductive.com. We will confirm receipt of this by contacting you in writing, normally by e-mail.

9.2 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your request for the App.

10. Events outside our control

10.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this EULA that is caused by any act or event beyond our reasonable control, including failure of public or private telecommunications networks (each, an “Event Outside Our Control”).

10.2 If an Event Outside Our Control takes place that affects the performance of our obligations under this EULA:

(a) our obligations under this EULA will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and

(b) we will use our reasonable endeavours to find a solution by which our obligations under this EULA may be performed despite the Event Outside Our Control.

10.3 Notwithstanding condition 10,2 above, should an Event Outside Our Control continue for a period of one (1) month, we may terminate this EULA on written notice to you. Should this EULA be terminated in accordance with this condition 10.3, the provisions of condition 8.5 shall apply.

11. Other important terms

11.1 We may transfer our rights and obligations under this EULA to another organisation, but this will not affect your rights or our obligations under this EULA.

11.2 The Appstore and its subsidiaries are third party beneficiaries of this EULA and will have the right to enforce the terms of this EULA against you as a third party beneficiary. Except as aforementioned in this condition 11.2, no one other than you and us shall have the right to enforce any term of this EULA, under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

11.3 You may only transfer your rights or obligations under this EULA to another person if we agree in advance and in writing.

11.4 If we fail to insist that you perform any of your obligations under this EULA, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

11.5 In the event that you encounter any problems with the App or Services, please contact us at the address detailed in condition 9.1 above or alternatively, please contact the Client. Please be aware that, to the fullest extent permitted by law, the Appstore shall not be liable for the App in any way and shall not be responsible for providing any maintenance or support in respect of it.

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

11.7 Please note that this EULA, its subject matter and its formation, are governed by English law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction.

11.8 This agreement has been entered into on the date of your first download of the App(s).