Terms of Use for the Reskube Unit and Services
These Terms of Use, together with our Terms of Sale, Order Form and Service Descriptions form a legal contract between Reskube Ltd, a company registered in England at 28 Wilton Road, Bexhill On Sea, East Sussex, England, TN40 1EZ with company registration number 13332971 (Reskube or we or us) and you as user of the Reskube Unit, Software and Services – the specifications of which of are all set out in the Service Descriptions (Services).
These Terms of Use will help you to understand your duties, rights, roles and responsibilities in accessing and using the Reskube Unit, Software and Services.
1. SET UP AND INSTALLATION
1.1 The Reskube Unit is the physical hardware depicted in the product diagram in the set up instructions in the Product Manual (Product Manual) enclosed within the packaging. (Reskube Unit). The Reskube Unit must be carefully removed from all packaging and placed on a flat surface away from direct sunlight and within the normal distance of a wi-fi router from any device you wish to connect it to.
1.2 Continue to follow the Product Manual in order to connect the Reskube Unit and activate it.
1.3 To access the dashboard (the Software and Documentation as licenced in clause 2) and register the ResKube Unit, please visit the Reskube Registration Page and follow the instructions on screen.
2. END USER LICENCE AGREEMENT
2.1 This licence agreement (Licence) is a legal agreement between you and ResKube for:
(a) APC PowerChute Personal Edition computer software, the data supplied with the software, and the associated media (Software); and
(b) Electronic documentation (Documentation).
2.2 We license use of the Software and Documentation to you on the basis of this Licence. We do not sell the Software or Documentation to you. We remain the owners of the Software and Documentation at all times.
2.3 OPERATING SYSTEM REQUIREMENTS: THIS SOFTWARE REQUIRES A COMPUTER WITH A MINIMUM OF 104 MB OF MEMORY AND THE WINDOWS OPERATING SYSTEM VERSION 7 SP1, 8.1 OR 10 (Operating System).
2.4 In consideration of you agreeing to abide by the terms of this Licence, we hereby grant to you a non-exclusive, non-transferable licence to use the Software and the Documentation on the terms of this Licence until terminated in accordance with this Licence.
2.5 You may:
(a) install and use the Software for your personal purposes or internal business purposes only:
(i) on one central processing unit (CPU) if the Licence is a single-user licence or the Software is for single use; or
(ii) if the Licence is a multi-user or network licence, for the number of concurrent users agreed between you and us.
(b) provided you comply with the provisions in clause 4, 1 copy of the Software for back-up purposes;
(c) Receive and use any free supplementary software code or update of the Software incorporating “patches” and corrections of errors as may be provided by us from time to time (but see clause 2.6 and clause 2.7.); and (d) use any Documentation in support of the use permitted under this clause 2.5 and make up to 1 copy of the Documentation as are reasonably necessary for its lawful use.
2.6 We may update or require you to update the Software, provided that the Software shall always match the description of it that we provided to you before you bought it.
2.7 The Software may be upgraded to reflect changes in the Operating System. The Software will work with the current or previous version of that Operating System (as it may be updated from time to time).
2.8 We only supply the Software and Documents for either your personal purposes or internal use by your business, and you agree not to use the Software or Documents for any re-sale purposes.
3. END USER LICENCE AGREEMENT (FOR USERS OF RESKUBE HOME ENTERPRISE MANAGEMENT)
3.1 If you are purchasing Enterprise Management (RKHEMS), the following licence set out in clauses 3.2 to 3.8 binds you, in addition to the Licence set out in clause 2.
3.2 This licence agreement (Licence) is a legal agreement between you and ResKube for:
(a) Remote Management System Portal computer software, the data supplied with the software, and the associated media (Software); and
(b) Electronic documentation (Documentation).
3.3 We license use of the Software and Documentation to you on the basis of this Licence. We do not sell the Software or Documentation to you. We remain the owners of the Software and Documentation at all times.
3.4 OPERATING SYSTEM REQUIREMENTS: THIS SOFTWARE REQUIRES AN INTERNET CONNECTION AND OPERABLE WEB BROWSER. WEB BROSWERS THAT ARE SUPPORTED INCLUDE GOOGLE CHROME, APPLE SAFARI, MICROSOFT INTERNET EXPLORER, MICROSOFT EDGE AND MICROSOFT FIREFOX LATEST VERSIONS.
3.5 In consideration of you agreeing to abide by the terms of this Licence, we hereby grant to you a non-exclusive, non-transferable licence to use the Software and the Documentation on the terms of this Licence until terminated in accordance with this Licence.
3.6 You may:
(a) access and use the Software for your internal business purposes only:
(i) on one central processing unit (CPU) if the Licence is a single-user licence or the Software is for single use; or
(ii) if the Licence is a multi-user or network licence, for the number of concurrent users agreed between you and us.
(b) provided you comply with the provisions in clause 4, make up to 1 copy of the Software for back-up purposes;
(c) receive and use any free supplementary software code or update of the Software incorporating “patches” and corrections of errors as may be provided by us from time to time (but see clause 3.7); and
(d) use any Documentation in support of the use permitted under this clause 3.6 and make up to 1 copy of the Documentation as are reasonably necessary for its lawful use.
3.7 We may update or require you to update the Software, provided that the Software shall always match the description of it that we provided to you before you bought it.
3.8 We only supply the Software and Documents for internal use by your business, and you agree not to use the Software or Documents for any re-sale purposes.
4. PROPER USAGE OF SOFTWARE
4.1 This clause 4 sets out your proper usage of the software licenced in both clause 2 and clause 3.
4.2 Except as expressly set out in this Licence or as permitted by any local law, you undertake:
(a) not to copy the Software or Documentation, except where such copying is incidental to normal use of the Software 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, alter or modify, the whole or any part of the Software or Documentation nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
(c) not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the Software to obtain the information necessary to create an independent program that can be operated with the Software or with another program (Permitted Objective), and provided that the information obtained by you during such activities:
(i) is used only for the Permitted Objective;
(ii) is not disclosed or communicated without our prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and
(iii) is not used to create any software that is substantially similar in its expression to the Software;
(d) to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
(e) to make arrangements for the installation of a release of the Software which corrects faults, adds functionality or otherwise amends or upgrades the Software (Maintenance Release) within three months of our notifying you that such Maintenance Release is available for installation;
(f) to include our copyright notice on all entire and partial copies of the Software in any form;
(g) not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us;
(h) to comply with all applicable technology control or export laws and regulations.
5. INTELLECTUAL PROPERTY RIGHTS IN SOFTWARE
5.1 You acknowledge that all intellectual property rights in the ResKube Unit, Software and the Documentation throughout the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no intellectual property rights in, or to, the Software or the Documentation other than the right to use the ResKube Unit, Software and the Documentation in accordance with these Terms of Use.
5.2 You acknowledge that you have no right to have access to the Software in source code form other than as expressly provided in the Licence.
6. LIMITATION OF LIABILITY
6.1 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.
6.2 You acknowledge that the Software or ResKube Unit has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documents meet your requirements.
6.3 If you are purchasing from ResKube as a consumer, for purposes outside of your business, then clauses 6.5 to 6.7 set out our liability to you and your rights. Clauses 6.8 to 6.10 to do not apply to you.
6.4 If you are purchasing from ResKube as a business user, for the purposes of your business, then clauses 6.8 to 6.10 set our liability to you. Clauses 6.5 to 6.7 do not apply to you.
6.5 If you are a consumer, we are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Terms of Use, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these Terms of Use or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time these Terms of Use were made, both we and you knew it might happen.
6.6 If you are a consumer, we are not liable for business losses. The Software is for your domestic and private use. If you use the Software for any commercial, business or resale purpose, we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
6.7 If you are a consumer and defective digital content that we have supplied damages a ResKube Unit or digital content belonging to you, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
6.8 If you are a business user, we shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms of Use for:
(a) loss of profits, sales, business, or revenue;
(b) business interruption;
(c) loss of anticipated savings;
(d) loss or corruption of data or information;
(e) loss of business opportunity, goodwill or reputation;
(f) where any of the losses set out in clause 6.8(a) to clause 6.8(e) are direct or indirect; or
(g) any special, indirect or consequential loss, damage, charges or expenses.
6.9 If you are a business user, other than the losses set out in clause 6.8 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence, whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 100% of the cost of the ResKube Unit, Software and Services. This maximum cap does not apply to clause 6.1.
6.10 The Terms of Sale and these Terms of Use set out the full extent of our obligations and liabilities in respect of the supply of the ResKube Unit, Software and Services. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software and Documents which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
7. TERMINATION OF THE SOFTWARE LICENCE
7.1 We may terminate either licence set out in clauses 2 and 3 immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
7.2 Upon termination for any reason:
(a) all rights granted to you under the Licence shall cease;
(b) you must cease all activities authorised by the Licence; and
(c) you must immediately delete or remove the Software from all computer equipment in your possession and immediately destroy or return to us (at our option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
8. WARRANTIES FOR THE SOFTWARE
8.1 We warrant that:
(a) the Software licenced in clause 2 and clause 3 will, when properly used on an operating system for which it was designed, perform substantially in accordance with the functions described in the Documentation;
(b) the Documentation correctly describes the operation of the Software in all material respects for a period of 12 months from the date of installation or your first access of the Software (Warranty Period).
8.2 If, within the Warranty Period, you notify us in writing of any defect or fault in the Software as a result of which it fails to perform substantially in accordance with the Documentation, we will, either repair or replace the Software, provided that you give us proof of purchase and make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault.
8.3 The warranty does not apply:
(a) if the defect or fault in the Software results from you having altered or modified the Software; or
(b) if the defect or fault in the Software results from you having used the Software in breach of the terms of the Licence.
8.4 We do not warrant that the use of the Software will be uninterrupted or error-free or that it will meet any Heightened Cybersecurity Requirements.
8.5 If you are a consumer, this warranty is in addition to your legal rights in relation to Software that is faulty or not as described. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.
9. OTHER WARRANTIES
9.1 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from this contract.
9.2 If you are a consumer, the warranties set out in this clause 9 are in addition to your legal rights under the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 in relation to the quality of goods and Services supplied to you. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.
9.3 If you are purchasing Reskube Home Product (RKH) and are not purchasing Reskube Home Extended Support (RKHES1 or RKHES3) or Reskube Home Enterprise Management (RKHEMS), the following clauses 9.4 to 9.6 set out our warranties to you about the hardware you purchase.
9.4 We warrant that, on your return of the warranty form, and for a period of 12 months from the date of purchase (Warranty Period), the ResKube Unit shall:
(a) Conform in all material respects with those details set out in These Terms and the Product Manual
(b) Be free from material defects in design, material and workmanship; and
(c) Be fit for any purpose held out by us.
9.5 Subject to clause 9.6, if: (a) You give notice by writing to us at [email protected] during the warranty period that the ResKube Unit does not comply with the warranty set out in clause 9.4; and
(b) You (if asked to do so by us) arrange shipment of the faulty ResKube Unit to the address requested, at your cost; and
(c) We inspect the product and confirm the fault
We will either repair the faulty unit and send it back to you or send you a new or refurbished ResKube Unit. The repaired, new or refurbished ResKube Unit will be dispatched to you within 3 working days of our confirmation of the fault (for Mainland UK addresses. We will confirm to you a reasonable dispatch date for other countries upon request).
All refurbished units will include a new battery and meet the same product specifications. Battery issues will be addressed with a replacement battery and not a full ResKube Unit.
9.6 We will not be liable for the ResKube Unit’s failure to comply with the warranty set out in clause 9.4 and will not provide a repair or replacement if:
(a) You make any further use of the unit after giving notice in accordance with clause 9.5(a);
(b) The defect arises because you failed to follow our instructions as to the storage, installation, use and maintenance of the ResKube Unit, including but not limited to instructions in our Product Manual;
(c) You alter or repair the ResKube Unit without our written consent;
(d) The defect arises as a result of misuse, abuse, wilful damage, negligence, or improper maintenance of the ResKube Unit; or
(e) The ResKube Unit differs from its description as a result of changes made to ensure it complies with applicable statutory or regulatory requirements.
9.7 If you are purchasing Reskube Home Extended Support (RKHES1 or RKHES3), the following clauses 9.8 to 9.11 set out our warranties to you about the hardware and the Services you purchase.
9.8 We warrant that, on your return of the warranty form, and for a period of either 12 months (if you have purchased one year of Extended Support RKHESI) or 3 years (if you have purchased three years of Extended Support RKHES3), from the date of purchase (warranty period), the ResKube Unit shall:
(a) Conform in all material respects with its Service Description;
(b) Be free from material defects in design, material and workmanship; and
(c) Be fit for any purpose held out by us.
9.9 Subject to clause 9.10, if:
(a) You give notice by either writing to us at [email protected] or calling us on our support telephone number (provided to you with your welcome pack) during the warranty period that the ResKube Unit does not comply with the warranty set out in clause 9.8; and
(b) We diagnose and confirm the fault
We will send either a new or refurbished ResKube Unit to you the next working day (for Mainland UK addresses). We will arrange collection of the faulty ResKube Unit from your address at our cost.
All refurbished units will include a new battery and meet all factory fresh specifications.
9.10 We will not be liable for the ResKube Unit’s failure to comply with the warranty set out in clause 9.8 and will not provide a repair or replacement if:
(a) You make any further use of the unit after giving notice in accordance with clause 9.9(a);
(b) The defect arises because you failed to follow our instructions as to the storage, installation, use and maintenance of the ResKube Unit, including but not limited to our Product Manual;
(c) You alter or repair the ResKube Unit without our written consent;
(d) The defect arises as a result of misuse, abuse, wilful damage, negligence, or improper maintenance of the ResKube Unit; or
(e) The ResKube Unit differs from its description as a result of changes made to ensure it complies with applicable statutory or regulatory requirements.
9.11 We warrant that we will supply the support Services to you in accordance with clause 10 in all material respects and using reasonable skill and care.
10. PRODUCT SUPPORT
10.1 If you are purchasing Reskube Home Product (RKH) and are not purchasing Reskube Home Extended Support (RKHES1 or RKHES3) or Reskube Home Enterprise Management (RKHEMS), email support is available at [email protected]. Support hours are Monday to Friday from 9:00am to 5:30pm and response time will be the next working day.
10.2 If you are purchasing Reskube Home Extended Support (RKHES1 or RKHES3) and are not purchasing Reskube Home Enterprise Management (RKHEMS), the email support set out above in clause 10.1 will be available to you. In addition, telephone support is available, with an estimated support time of 30 minutes during support hours between 9:00am and 5:30pm. The telephone support number will be supplied to you with your welcome pack.
10.3 If you are purchasing Reskube Home Enterprise Management (RKHEMS) remote support will be available to you through the Remote Management System Portal (hosted on AWS). Onboarding Services and support will be available either remotely or at a convenient location of your choice. You will also be assigned a Technical Account Manager who will be available to provide additional support as required.
11. HOW WE MAY USE YOUR PERSONAL INFORMATION
Under data protection legislation, we are required to provide you with certain information about who we are, 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 provided in our Privacy Policy and it is important that you read that information.
12. OTHER IMPORTANT TERMS
12.1 We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
12.2 You may only transfer your rights or your obligations under these terms to another person if we agree in writing or under clause 4.2(a).
12.3 This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
12.4 Each of the conditions of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining conditions will remain in full force and effect.
12.5 If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
12.6 These terms are governed by English and Welsh law and you can bring legal proceedings in respect of the products in the English and Welsh courts. If you live in Scotland, you can bring legal proceedings in respect of the products in either the Scottish or the English and Welsh courts. If you live in Northern Ireland, you can bring legal proceedings in respect of the products in either the Northern Irish or the English and Welsh courts.