Kura Free Trial Terms
We are Transport2 (UK) Limited trading as Kura, registered in England and Wales with company number 07238769 and registered address at S C House, Vanwall Road, Maidenhead, England, SL6 4UB. Any reference to (“we”, “us”, and “Kura”) is a reference to Transport2 (UK) Limited.
To contact us, please telephone our customer service team at +44 (0)203 397 8405 or e-mail [email protected]. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us during your registration with us.
The purpose of these Free Trial Terms and Conditions (“Terms”) is to provide a single set of terms and conditions under which we may provide a free trial of our various technology enabled coach transport services.
Please read this document carefully. By taking the free trial of the Services you agree to be bound by its terms.
“Authorised Users” means those individuals named by the Customer who shall have access to use the Services by means of access credentials granted to and administered by the Customer.
“Customer” means the person or entity taking a free trial of the Services from Kura. If an individual enters into these Terms on behalf of an organisation or other legal entity, such individual represents that he or she has the authority to bind such entity to these Terms.
“Data Processing Agreement” means the then current terms describing Kura’s data processing and security obligations with respect to personal data as stated at http://ridekura.com//data-processing-agreement/.
“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential 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.
“Services” means the software and services provided by Kura as part of the free trial.
2. FREE TRIAL
2.1 If Kura offers and the Customer accepts a free trial of certain Services, Kura will make the applicable Services available to the Customer on a trial basis free of charge until the earlier of the end of the free trial period notified to the Customer by Kura or the Customer executing an order for a paid version of the applicable Services.
2.2 The Customer agrees and acknowledges that all Customer data may be deleted at the end of a free trial unless the Customer purchases a paid version of the applicable Services. The Customer is solely responsible for exporting any Customer data before the end of a free trial or such Customer data may be permanently lost.
2.3 The Customer agrees and acknowledges during a free trial any Services are provided “as-is” and without any warranty.
2.4 The Customer agrees and acknowledges the purpose of the free trial is to evaluate the Services and the free trial must not be used as an alternative to or substitute for the Customer purchasing the Services.
Grant of Rights
- Subject to provisions of these Terms, Kura grants to the Customer a non-exclusive, non-transferable, non-assignable, non-perpetual, royalty free, worldwide, limited right to use the Services during the free trial for the purpose of evaluating the use of the Services for the Customer’s internal business purposes. The Customer may allow its Authorised Users to use the Services for this purpose and the Customer will be responsible for such Authorised Users’ compliance with these Terms.
- The Customer shall not
- modify, reverse engineer, decompile or disassemble the Services, except where applicable law permits it despite this limitation, or access or use the Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to Kura.
- license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Services or materials available, to any third party other than, as expressly permitted under the Terms.
- remove or modify any program markings or any notice of Kura’s or its licensors’ proprietary rights;
- make the programs or materials resulting from the Services available in any manner to any third party for use in the third party’s business operations;
- disclose results of any services or program benchmark tests without Kura’s prior written consent.
- Limits on Service. Kura may establish limits on the use of the Services. For example, it may limit the number of days the Services will retain any content that Kura, the Customer or its Authorise Users provide, the number and size of messages that the Customer may send or receive through the Services, the maximum storage space on Kura’s servers available to the Customer, the number of service accounts which the Customer may use, how long Kura retains an Authorised User account, the number of transactions the Customer can conduct through the Services, and the number of asynchronous transactions that can be executed with an organization
- Authorised Third Party Product and Services. Kura may make products and services from authorised third parties available to the Customer its use of the Service. These third-party services are the responsibility of the third party, not Kura. The third-party service providers may require the Customer to accept additional terms and conditions and/or pay a fee in order to use their services. Those additional terms and conditions are between the Customer and the third party. Any third party’s use of information the Customer provides as part of using their service is subject to the privacy statements and practices of that third party and/or their suppliers. Kura encourages the Customer to review the privacy statement of these third-party providers. Kura is not responsible for the privacy statements or privacy practices of these third-party providers or their suppliers.
- Unauthorised Third Party Software. The Customer is solely responsible for any third-party software or files installed by the Customers employees or agents in or used with the Services. Kura is not a party to and is not bound by any terms governing the Customer’s use of such third-party software. The Customer acknowledges that it will direct and control the installation in and use of such software with the Services. Kura will not run or make any copies of third party software licensed by the Customer except to support the Customer’s use of the Services. The Customer may not install or use the third-party software in any way that would subject Kura’s intellectual property or technology to obligations beyond those included in the Terms. Kura does not, and will not have any obligation to, provide technical or other support for any third-party software. Kura does not make any representation or guarantee that any third-party software will operate successfully with the Services or continue performing after an update, upgrade, services patch, support fix or platform migration has been made to the Services.
4. CUSTOMER’S OBLIGATIONS
- The Customer shall:
- co-operate with Kura in all matters relating to the Services;
- provide Kura with such information and materials as Kura may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
- keep any user access credentials confidential, and make every reasonable effort to prevent unauthorised third parties from accessing and using the Services;
- use and ensure that any third parties use all Kura materials with reasonable skill and care and in accordance with any applicable terms or reasonable directions or instructions;
- promptly notify Kura if it learns of a security breach or unauthorised access related to the Services.
- obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
- comply with all applicable laws and policies, including health and safety laws and codes of conduct; and
- comply with any applicable terms and all reasonable directions and instructions given by Kura in the provision of the Services.
- The Customer acknowledges that Kura may audit the Customer’s use of the Services. The Customer agrees to cooperate with Kura’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with the Customer’s normal operations. If, following such audit, it is found that the Customer uses the Services in excess of their rights, the Customer shall pay to Kura any fees applicable to Customer’s use of the Services in excess of the Customer’s rights within 30 days of the relevant written notification. The Customer acknowledges and agrees that Kura shall not be responsible for any of its costs incurred in cooperating with the audit.
- In supplying Services to the Customer, Kura may provide to the Customer links to third-party websites. These third-party websites are not under Kura’s control. If Kura has included these links, it provides them as a convenience only. The Customer acknowledges that the inclusion of these links is not an endorsement by Kura of any third-party website, service or product. Kura reserves the right to disable links to any third-party website that the Customer posts in supplying the Services.
5. INTELLECTUAL PROPERTY RIGHTS
- The Customer acknowledges and agrees that, as between the parties, Kura and/or its licensors own all Intellectual Property Rights in all materials connected with the supply of Services and in any material developed or produced in connection with the performance of the Services by Kura, its officers, employees, subcontractors or agents.
- The Customer grants to Kura an worldwide, royalty free licence in respect of any Intellectual Property Rights arising from any Customer materials and Customer data for the purposes of performing the
- The Customer acknowledges and agrees that Kura may use and incorporate into the Services any Customer’s suggestions, ideas, modification requests, feedback or other recommendations related to the
6. TERM AND TERMINATION
- Customer is not obliged to use the Services and may discontinue use of the Services at any time.
- Kura may at its sole discretion terminate a free trial at any time.
- These Terms will automatically expire at the end of the free trial period notified to the Customer by Kura on the Customer signing up for the free trial.
- Effect of Upon termination or expiry of the free trial for any reason, the Customer must cease all use of the Services and Kura may delete the Customer data permanently from its servers.
- Deletion of Customer data. The Customer acknowledges that, other than as expressly described in these Terms, Kura will have no obligation to continue to hold, export or return the Customer data. The Customer acknowledges that Kura will have no liability whatsoever for deletion of Customer data pursuant to these
7. DATA PROTECTION AND CONFIDENTIALITY
7.1. Kura and The Customer shall treat the terms and conditions of these Terms as confidential and shall not disclose them to any third party except in the furtherance of the parties’ business relationship with each other. The parties also agree that each party will keep confidential and not disclose, whether directly or indirectly, any confidential information belonging to the other. In this clause, ‘confidential information’ means all information of a confidential nature (in any form) which is imparted or disclosed to, or otherwise obtained by a party (whether directly or indirectly) including the other party’s know-how, trade secrets, financial, commercial, technical, tactical, strategic, marketing or customer information, employee information, any information agreed to be or marked as confidential, any other information a party knows, or could be reasonably expected to know, is confidential and any other such information related to or concerning a party’s business.
7.2. The Data Processing Agreement is incorporated by reference into these Terms.
8. LIMITATION OF LIABILITY
- Except as otherwise provided in this clause, to the extent permitted by applicable law, the liability of Kura and of Kura’s contractors to the customer arising under these terms is limited to direct damages up to the amount of £10. These limitations apply regardless of whether the liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties, or any other legal theory. The customer acknowledges the reasonableness of this limitation for a free trial of the services for evaluation purposes.
- Neither party excludes or limits liability for death or personal injury arising from negligence, or for fraud or fraudulent misrepresentation or to the extent not permitted by law.
- Kura is not liable in contract, tort (including negligence) or otherwise for the acts or omissions of providers of telecommunications services or for faults in or failures of their equipment.
- Kura performs regular backups of content for the purpose of recovery in the event of a failure in kura’s data centres. However, notwithstanding the foregoing, the customer is solely responsible for maintaining and backing up any content that it uses with the services. The customer, not kura, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use such content. Kura shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any content that the customer uses with the services.
- The exclusions and limitations of liability set out in this clause 8 shall be considered severable. The invalidity or unenforceability of one clause, sub-clause or provision shall not affect the validity or enforceability of the other parts of this clause 8.
- Exclusion of certain damages. To the extent permitted by applicable law, whatever the legal basis for the claim, kura, nor any of its affiliates or suppliers, will be liable for any indirect damages (including, without limitation, consequential, special or incidental damages, damages for lost profits or revenues, business interruption, loss of business data or information, or damage to goodwill) arising in connection with this agreement, even if advised of the possibility of such damages or if such possibility was reasonably foreseeable.
- The terms implied by sections 3, 4 and 5 of the supply of goods and services act 1982 are, to the fullest extent permitted by law, excluded from the agreement.
- Notices, authorizations, and requests to Kura in connection with these Terms must be sent by regular postal service mail, or express courier, to the addresses given above. Notices will be treated as delivered on the date shown on the return receipt. Notices, authorizations, and requests to the Customer may be emailed to the Customer’s Main Contact. Notices are effective on the date on the return receipt or, for email, when sent.
- The Customer may not assign these Terms, the Services or any part thereof. Kura may assign these Terms to its Affiliates.
- If a court holds any provision of these Terms to be illegal, invalid or unenforceable, the rest of the document will remain in effect and these Terms shall be deemed modified to give effect to the eliminated provision to the maximum extent possible. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.
- A waiver of any breach of these Terms is not a waiver of any other breach. Any waiver must be in writing and signed by an authorised representative of the waiving party.
- Third party rights. These Terms does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
- Applicable law. These Terms and any rights, obligations and liabilities of the parties hereunder shall be governed by English Law without regard to its conflict of laws principles.
- Dispute resolution. Any action to enforce these Terms must be brought before the courts of England who shall exclusive jurisdiction in relation to all disputes (including claims for set-off and counterclaims) arising out of or in connection with these Terms.
- Entire agreement. These Terms constitute the entire agreement between the parties and supersedes and extinguishes any prior or contemporaneous agreements, communications, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- Provisions regarding fees, restrictions on use, transfer of Services, intellectual property, limitations of liability, confidentiality, compliance verification, obligations on termination and the provisions in this Section entitled “Miscellaneous” will survive termination of these Terms.
- Force majeure. Neither party will be liable for any failure in performance due to causes beyond either party’s reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, epidemics, pandemics, strike, embargo, employment disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Services)).