Terms and Conditions for the Sale of a Telephone System
“Agreement” means this Agreement made between Nexus IP and the Customer, including all documents expressly incorporated herein.
“BABT” means British Approval Board for Telecommunications.
“Bring into Service Date” means the date on which the System is first brought into use by the Customer or, in the event of delays attributable to the Customer, the date from which the System can be used by the Customer if such delays had not occurred.
“BSI” means British Standards Institution.
“Contract Value” means that sum so named in this Agreement together with any additions thereto or deductions there from agreed in writing in accordance with this Agreement.
“Customer means the party with whom Nexus IP has contracted to provide the System and services detailed herein and is defined on the front of this agreement.
“Documentation” means one copy of the Manufacturers Standard user and Operator Handbook(s) together with any other documentation specifically denoted in this Agreement.
“Network Operator” means a public or private telecommunications operator providing a telecommunications network or circuit regulated by statutory licence.
“Ready for Service Date” means the date upon which the Systems has passed Nexus IP’s standard installation test and Nexus IP has informed the Customer that the System is available for Pre-Connection Inspection.
“Nexus IP” means Nexus IP Limited.
“Site” means the place defined in this Agreement to which Nexus IP will deliver the System and where required by this Agreement will undertake installation and commissioning of the System.
“Software” means all operating systems and other programs of a machine readable form that are necessary for the System to operate in compliance with the performance parameters defined in this Agreement and excluding all source material including but not limited to source code listings, object code listings, flow charts and assembler instructions.
“System” means all System hardware, software, documentation and services specified in the Agreement to be provided by Nexus IP to the Customer.
EXTENT OF AGREEMENT
This Agreement shall constitute the complete agreement between Nexus IP and the Customer and any other terms, conditions, performance criteria, guarantees or prior representations whatsoever shall be of no effect unless expressly incorporated herein. No variation of the conditions in this Agreement shall have effect unless expressly accepted in writing by a duly authorised officer of Nexus IP.
The Customer shall not rely upon any warranty (other than stated under Condition 13 hereof) or technical statements concerning the system, which is to be supplied under this Agreement except where such statements have been confirmed in writing, and signed by a duly authorised officer of Nexus IP and expressly incorporated herein. Nexus IP reserves the right to change the specifications and parameters of the System to be supplied insofar as such changes do not materially affect the operational performance of the System.
NEXUS IP’S OBLIGATIONS
Nexus IP shall be responsible for the following:
To obtain, where there is a statutory requirement for Nexus IP to do so, technical approval from the designated regulatory authority for the System to be supplied and installed in accordance with the terms of this agreement except those items which are specified by the Customer for which Nexus IP has disclaimed such responsibility in writing.
To supply, install and commission the System detailed in this Agreement.
To fulfil the warranty obligations defined herein.
To enter, at Nexus IP’s discretion, into a maintenance agreement with the Customer upon the current Nexus IP’ terms and conditions for provision of maintenance services and at the rates then prevailing.
Nexus IP will at all times endeavour to liaise with and advise the Customer on all aspects of the installation programme. The Customer however, is responsible for undertaking and bearing the cost of the following unless otherwise agreed in writing by a duly authorised officer of Nexus IP
The Customer is responsible for supplying Nexus IP when required with all necessary technical information regarding the Site at which the System is to be installed and the Customer’s operating requirements.
Preparation of The Site:
Before delivery is due to take place the Customer shall prepare the Site in accordance with the specifications stipulated by Nexus IP and the Network Operator, and any extra costs incurred as a result of failure to do so, including storage costs, shall be paid to Nexus IP by the Customer.
Provisions of Facilities:
The Customer will provide at its own expense scaffolding, unskilled labour, lifting gear, builders’ work, electric power, heating, lighting and ventilation, and where electrical supplies are required these shall be clean and stable and will be provided and maintained by the Customer at its own expense. Any cutting away and making good of floors, ceilings, ceiling tiles and panels, trenching, back filling, the supply and erection of poles and the provision of trunking or ducting shall not be supplied by Nexus IP unless expressly agreed in writing.
The Customer shall provide Nexus IP and Nexus IP’s authorised contractors with access to the Site at all reasonable times.
The Customer shall obtain and pay for all necessary wayleaves and secure the approval of appropriate planning and other authorities as required.
Although the manufacturer will be responsible for securing BABT/BSI approval of the design of the System, the Customer shall obtain the Network Operator’s consent for connection of an approved System to the relevant networks (if required). It is the Customer’s responsibility to arrange for such connection to be made together with the provision of any test lines, as may be required and top pay any connection and PCI charge, and to comply with any conditions relating to the connection. Installation of the System under this Agreement does not include any such connection. No liability shall attach to Nexus IP if the Network Operator denies or withdraws connection facilities to an approved System.
Any other attachments to the System that are made by the Customer shall be at the Customer’s risk and the Customer shall be responsible for ensuring that they are suitable for use with the System and comply with the Network Operator’s regulations. The Customer shall not make attachments, which diminish performance or reliability of the System.
Self-Provision Licence (SPL) and the Telecommunications Services Licence (TSL):
The Customer is responsible for ensuring that the System will be used only in accordance with the terms and conditions of the Self-Provision Licence or the Telecommunications Services Licence, as appropriate, and as issued (from time to time) by the Secretary of State for Trade and Industry (or any special licence obtained by the Customer) and that only such private circuits are connected to the System as are permitted by such licence to be connected.
Where the provision of block or extension wiring is not included under this Agreement the Customer shall be responsible for ensuring that it is or is brought up to relevant BSI standards at its own expense and shall pay the cost of any acceptance tests carried out by Nexus IP in respect of it.
Changes to the technical specification and configuration of the System requested by the Customer prior to delivery will only be effective if accepted in writing by a duly authorised officer of Nexus IP and expressly incorporated into the terms of this Agreement and their implementation will be subject to full agreement in writing having been reached on any consequential adjustment to the Contract Value and target dates.
The Contract Value shall, unless otherwise specified in this Agreement, be inclusive of:
Packing and delivery of the System to the Site.
Block wiring to the extent specified in this Agreement.
Installation where this forms part of this Agreement. o Training, to the extent specified in this Agreement.
One set of Documentation.
The Contract Value shall, unless otherwise specified in this Agreement, be exclusive of:
Value Added Tax or other government imposts.
All items denoted as Customer’s Obligations in Condition 4 of these Conditions.
Where Nexus IP is installing the System, payment of the Contract Value shall be due and payable without deduction, set off or counterclaim as follows:
40% of the Contract Value with the order for the System; and
40% of the Contract Value on commencement of delivery of the System to the Site; and
20% of the Contract Value upon Ready for Service Date
Where Nexus IP is not installing the System, payment of the Contract Value shall be due and payable without deduction, set off or counterclaim in full prior to delivery of the System to the Site.
In the event that the Customer is unable to take delivery of the System upon the agreed delivery date, Nexus IP reserve the right to deliver the System into Nexus IP’s stores and the Customer shall be immediately liable to pay Nexus IP the Contract Value of the System (or the portion of it so delivered) as though delivery had been made to Site.
Nexus IP shall also be entitled to recover any reasonable additional costs incurred as a result of the Customer’s delay. Payments shall be made within thirty (30) days of the date of Nexus IP’s invoice and payment shall not be prevented by minor defects, which do not materially affect operational use, but Nexus IP shall remedy such minor defects within a reasonable time where it is Nexus IP’s responsibility to do so.
Where payments are not received within thirty (30) days of the date of Nexus IP’s invoice Nexus IP reserves the right to:
Suspend deliveries on this and any other order held with the Customer, its Parent Company, Subsidiaries or Associates. and/or
Recover such sums by deduction of monies otherwise due by Nexus IP to the Customer, its Parent Company, Subsidiaries or Associates. and/or
Charge interest at four per cent (4%) above Midland Bank base rate per month or part thereof on the unpaid sum for that period the sum remained properly due. and/or
Enter onto the Customer’s premises and recover the System delivered or installed. In such an event Nexus IP shall return any sums previously paid less sums reasonably incurred by it in the delivery, installation and recovery of the System, including depreciation in the System’s subsequent resale value.
SYSTEM AND INSTALLATION SPECIFICATION
The System and installation specification shall be that which has been agreed upon in writing and expressly incorporated into this Agreement and any prior representations be they written or verbal shall be of no effect unless expressly incorporated herein. Where no such specification is detailed in this Agreement the System and installation details in Nexus IP’s quotation shall apply.
The illustrations and engravings in Nexus IP’s catalogue and data sheets are intended to display the general features of the System and in the information contained in such publications shall not form part of this Agreement.
All drawing, sketches and information provided by the Customer in relation to wiring and installation are contractual documents upon which Nexus IP has placed reliance. Any changes, errors or omissions to such drawings, sketches or information shall form a change to this Agreement with regards to which Nexus IP reserves the right to make additional charges, amend timescales or offer an alternative system, whichever is appropriate and suitable.
RISK AND TITLE
Risk in the System shall pass from Nexus IP to the Customer upon delivery to the Site (or, in the event of instalment delivery to the Site, risk shall pass as and when each instalment is delivered to the Site) and the Customer shall indemnify Nexus IP against all risks in respect of the same and accept full responsibility to provide insurance cover at full replacement value.
For the purpose of this Condition the term System includes any item leased by Nexus IP for demonstration purposes.
Risk in all other equipment, such as tools and plant taken on to the Customer’s Site by Nexus IP for the purpose of this Agreement, shall pass to the Customer when brought onto the Site by Nexus IP (or its agents or sub-contractors) until such equipment is removed from the Site except in so far as any damage to such equipment is due to any act of negligence on the part of Nexus IP
Title to System hardware shall pass to the Customer only when Nexus IP has received full payment for the System hardware. However, title to System Software and the media on which it is embodied and copyright and other intellectual and industrial property right in System Software and in all data and information embodied in System hardware shall at all times remain with Nexus IP and its licensors.
The Contract Value includes packaging and delivery to the Site nominated by the Customer in this Agreement by any means at Nexus IP’s disposal.
Unless otherwise agreed in writing the System price comprised in the Contract Value is based upon the normal delivery timescale for the System. Where an extended delivery timescale is required by the Customer Nexus IP reserved the right to deliver to storage and claim payment accordingly.
Delivery will be recorded by a Nexus IP Delivery Note and the Customer or his nominated agent shall acknowledge receipt by countersigning a copy of the Delivery Note if appropriate
Where Nexus IP site personnel sign to acknowledge receipt of deliveries they do so as the Customer’s agent unless an agent is otherwise notified to Nexus IP by the Customer in writing prior to delivery. In this instance such personnel as are nominated by the Customer must be available to receive the System.
Nexus IP shall repair or at Nexus IP’s option replace free of charge any part of the System which is lost or damaged in transit, provided that Nexus IP is given written notification of such loss or damage within such times as will enable Nexus IP to comply with the carrier’s Conditions of Carriage or, where delivery is made by Nexus IP’s own transport, within five (5) working days after counter signature by the Customer or the Customer’s agent of the Delivery Note.
INSTALLATION/READY FOR SERVICE
Where installation is included the Contract Value is based on the work being carried out during Nexus IP’s normal working hours and proceeding without hindrance to completion and may be increased if the Customer requests the work to be carried out at any other time or if the work is interrupted for reasons outside Nexus IP’s control. All ordinary cutting away is included but not making good or redecorating or work normally carried out by a specialist tradesman. Nexus IP or its contractors will install and commission the System and, within seven (7) days of Nexus IP giving notice of completion of installation, Nexus IP will carry out its standard installation tests to show that the System is Ready For Service.
The System shall be Ready For Service on completing such installation tests and on completion of the same the installation will be complete and the System accepted by the Customer. The Customer will then sign Nexus IP’s Completion Certificate. If Nexus IP is unable to proceed with the tests for reasons within the control of the Customer or the Customer’s other contractors, then the System shall be deemed accepted seven (7) days after Nexus IP’s notice of completion of installation.
If any part of the System fails to pass the installation tests they will be repeated within a reasonable time and on the same conditions.
The System will not be deemed to have failed the installation tests on account of minor failures that do not materially affect its operational use, but Nexus IP will be obliged to rectify such failures within a reasonable time.
Nexus IP will assist the Customer in arranging the Network Operator’s Pre-Connection Inspection (PCI) and be in attendance during PCI. This does not relieve the Customer from its obligations defined in Condition 4.
If the System is subject to testing by the Network Operator Nexus IP accepts no responsibility for the timely conduct of such tests, and final introduction into service will occur at a date to be agreed with the Network Operator.
Following PCI, Nexus IP will assist the Customer in arranging for the Network Operator to connect the System to the network. This does not relieve the Customer from his obligations under Condition 4.
Following connection to the Network the System will be brought into Service.
The System Software is supplied under licence in object code form and current release state on suitable media together with a configuration manual. Source materials will not be supplied under any circumstances whatsoever.
Nexus IP grants the Customer non-exclusive licences to use the System Software solely with and for the operation of the System (and for no other purpose), for so long as the Customer wishes to use System Software for that purpose.
The Customer may not copy, modify or merge any part of the Systems Software, media or configuration manual, nor part with possession of the same not deal with them in any manner prejudicial to Nexus IP, without Nexus IP’s prior written consent. Any copies for which consent is given must reproduce the copyright notice of Nexus IP and its licensors.
The Customer undertakes to hold the Software and any associated manuals and/or documentation in strict confidence and not to make copies or make available or otherwise disclose them to any third party without the prior written consent of Nexus IP.
Nexus IP transfers any manufacturer’s warranty to the customer and the customer agrees it is the manufacturer that warrants that the System will be free from defects in materials and workmanship for a period of twelve (12) months after the Ready For Service Date, subject to the System being properly used for its designed purposes and to proper maintenance, in appropriate environment conditions.
Nexus IP will use all reasonable endeavours to assist the customer should they need to pursue the manufacturer during the twelve month period to repair (or at its sole option replace) defective items of Systems hardware and to correct defects in System Software, free of charge, where the defect arises as a result of faulty materials or workmanship but the manufacturer shall have the right to charge for repair, replacement or correction of defects due to any other cause.
Nexus IP will pass on to the Customer any warranty offered to Nexus IP by a third party manufacturer of equipment which is attached to the System.
Nexus IP shall have no liability to the Customer for any defects that occur outside the scope of this warranty.
The Customer acknowledges that the System Software cannot be tested in every possible permutation and accordingly Nexus IP does not warrant that System Software will be free of all defects or that its use will be uninterrupted.
The Customer assumes responsibility for ensuring that performance data equipment, Systems features and facilities stipulated by it are sufficient and suitable for the Customer’s purpose save in so far as its stipulations or orders are in accordance with Nexus IP’s written advice.
All other express or implied terms, conditions or warranties in respect of quality, fitness, use or conditions of the Systems are excluded.
LIABILITY FOR DELAY
All target dates quoted on the face of this Agreement are subject to prompt receipt by Nexus IP in accordance with agreed timescales of all necessary information from the Customer to enable Nexus IP to put the work in hand. In respect of the target dates, time shall not be of the essence.
The completion date will be subject to extension if any incidence of delay is the result of the Customer’s instructions or lack of instruction, industrial dispute or any other cause beyond Nexus IP’s reasonable control.
If the Ready for Service Date of all or part of the System is delayed by more than two weeks for reasons other than industrial disputes or any other causes outside Nexus IP’s reasonable control, for each further complete week of delay there shall be deducted from the Contract Value one quarter of one per cent (0.25%) of the value of such portion or portions only of the System as cannot in consequence of the said failure be made Ready for Service. The amount so deducted shall not in any case exceed five per cent (5%) of the Contract Value. Such damages shall be in full and final satisfaction of all liability of Nexus IP to the Customer for all losses of whatsoever kind the Customer may have suffered as a result of Nexus IP’s delay.
LIABILITY FOR ACCIDENTS AND DAMAGE
Nexus IP shall indemnify the Customer against damage to property (other than the System) and death or injury to person to the extent caused by the negligence of Nexus IP or its personnel, but not otherwise, provided that:
Nexus IP and its insurers are immediately notified of any claim and have full power to negotiate and settle any claims.
Nexus IP’s total liability for damage to property shall be limited to £1,000,000.
The Customer shall similarly indemnify Nexus IP and shall maintain or procure appropriate insurance for damage to Nexus IP’s property (to the same limit) to the extent caused by the negligence of the Customer or its personnel, agents or contractors.
INDUSTRIAL AND INTELLECTUAL PROPERTY RIGHT
Nexus IP will indemnify the Customer against all actions, claims demands, proceedings, damages, charges and expenses arising from or incurred by reason of any infringement of third party United Kingdom patents, design or copyright as a consequence of the Customer’s use of the System subject to the Customer:
Promptly notifying Nexus IP of any allegation of infringement;
Making no prejudicial statement without Nexus IP’s consent;
Permitting Nexus IP to conduct and settle all negotiations and litigation.
Such indemnity shall not apply to any infringement due to the use of the System in combination with other equipment and/or software not supplied by Nexus IP, or which is due to Nexus IP’s having followed the Customer’s design or instructions, or which is due to the System being used in a manner or for a purpose not specified by or disclosed to Nexus IP prior to the date of execution of this Agreement.
If a claim of infringement is made or in Nexus IP’s opinion is likely to be made in respect of the System, Nexus IP shall have the right but not the obligation to procure for the Customer the right to continue using the System or to modify it in any way that it becomes non-infringing provided that the System remains capable of performing substantially the same functions as that originally supplied and the indemnity set out in Condition 15 shall not apply to the extent that Nexus IP exercises any such right.
EXCLUSION AND LIMITATION OF LOSS
Except in the case of death or personal injury due to the negligence of Nexus IP or its subcontractors and liability of Nexus IP arising under Part 1 of the Consumer Protection Act 1987, Nexus IP shall not be liable for loss of contracts, profits, anticipated savings, revenue, business, data, software programs, use or fraudulent used of the System, or interruption In the use or availability of data, stoppage to other work or indirect or consequential loss, howsoever arising including from negligence, breach of contract and/or statutory duty before and after any termination of the Agreement.
Subject to the express exceptions set out in this Agreement Nexus IP’s liability howsoever arising including from negligence, breach of contract and/or statutory duty before and after termination of this Agreement shall in no event exceed the Contract Value.
TERMINATION OF AGREEMENT
Without prejudice to other rights Nexus IP shall have the right forthwith to terminate this Agreement and claim any resulting losses or expenses if:
The Customer commits a breach of this or any other Agreement with Nexus IP and fails to remedy such breach within a reasonable time.
The Customer commits an act of bankruptcy, or compounds with its creditors, or a petition or receiving order in bankruptcy is presented or made against it; or a resolution or petition to wind up the Customer is passed or presented (otherwise than for reconstruction or amalgamation), or a receiver or manager is appointed, or the Customer is deemed under Section 123 of the Insolvency Act 1986 to be unable to pay its debts.
The Customer fails to enter into an appropriate third party leasing or financing arrangement.
Where the Customer has entered or will enter into third party leasing or financing arrangements this will not affect or invalidate the Terms and Conditions of this Agreement, save that title in the System (excluding software) shall pass to the third party finance provider only when Nexus IP has received full payment of the Contract Value.
Other than as described above the Terms and Conditions of this Agreement have precedence over the terms and conditions of any third party leasing or financing arrangement entered into by the Customer.
Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure results from circumstances beyond the affected party’s reasonable control.
The Customer undertakes that, whether this Agreement continues in force or not, it will keep confidential all information communicated to it by Nexus IP and will not without the prior written consent of Nexus IP disclose the same to any third party.
Nexus IP Nexus IP may assign or transfer this agreement to any other company. o Customer The Customer may only assign or transfer this Agreement with Nexus IP’s prior written agreement.
If any provision of this Agreement becomes invalid, illegal or unenforceable, the other provisions of this Agreement shall not be affected thereby.
This Agreement shall in all respects be construed and operated as an English contract and in conformity with English Law.
The legal construction of these conditions shall not be affected by their headings.
Nexus IP and the Customer hereby irrevocably agree to submit to the exclusive jurisdiction of the English Courts.
This Agreement becomes effective when signed by a duly authorised Nexus IP’s signatory. These conditions shall prevail over any others proposed by the Customer or implied by trade customer or practice. Nexus IP’s failure to object to any other terms and conditions shall not be deemed as a waiver of this condition.
Third parties have no rights under the contracts (Rights of third Parties) Act 1999 or any amendments to or re-enactment of it to enforce any provision of this agreement.
Terms and Conditions for the Maintenance of a Telephone System
For customers obtaining access to Circuit via Nexus IP
Circuit is Produced by Unify and Provided to you by Nexus IP, an Authorised Reseller of Unify. These TOS are part of terms and conditions of your Agreement with Nexus IP. There is no contractual relationship between you and Unify
1 – Welcome to Circuit!
1.1 “Circuit” is Unify’s cloud-based team collaboration and communication product. Circuit helps people to communicate and collaborate with others in their work environment in real time and through multiple channels, including email, chat, telephone and by sharing documents. It is provided as a Software-as-a-Service (SaaS) application and is constantly improved and further developed.
1.2 Please read this document carefully. It is part of the legal relationship between your business or organisation and Nexus IP regarding the use of Circuit and the associated software and services. Prior to using Circuit, your business or organisation must accept the TOS and agree that any person to whom your business or organisation grants access to its Circuit Tenancy, are bound by these TOS and the documents referenced herein.
1.3 You and your business, or your organisation, are collectively addressed as “you”. This and other capitalised terms used in the Agreement are defined in the section Definitions in this document.
2 – Provision of Circuit
2.1 Circuit will be provided to you by Nexus IP from the Effective Date. Nexus IP will obtain the Circuit service –possibly via distributors – ultimately from Unify. The scope of Circuit’s functionalities is described in the document Product and Service Description which is posted on the Circuit portal on Nexus IPs website. The Service Level Agreement (SLA) included in this document describes the service levels that apply to Circuit.
2.2 You acknowledge that Circuit is not a replacement for your primary telephone or internet service. You do not rely on Circuit as your sole means of telecommunication. The services of a telecommunications provider for the public are not part of the Agreement.You also acknowledge that Circuit is not intended to support or carry emergency calls such as calls to hospitals, police, fire departments or other kind of services that connect a user to emergency services answering point. It is your responsibility to provide for fixed (landline) telephone services or wireless(mobile) telephone services that offer access to such emergency services. Circuit does not support the special features required by emergency services, such a providing information about the location of the caller to the emergency service. Please note that this also applies if, technically, you could actually connect from Circuit to an emergency service. In this case, you will need to provide details of your physical location to enable the emergency services to respond to you.
2.3 When using Circuit, you must at all times comply with all Applicable Laws, including, but not limited to:
(a) with respect to Personal Data, all applicable privacy laws and regulations and
(b) laws or regulations relating to the recording of communications, including, when required, advising all participants in a recorded Circuit audio or video conversation or meeting that it is being recorded and that Circuit User Data and Personal Data may be transferred outside the European Economic Area and the US. It is your responsibility to ensure that you have the right to use the Services where you are located, as well as where your meeting invitees are located.
3 – Support for Circuit
When you sign up for Circuit, Unify will provide you with access to a variety of support services for Circuit, including FAQs, videos and other technical support literature, support and communication forums such as the Circuit Support Forum and other product- and service-related information. The exact scope of the support services available to you may vary by the applicable Service Package/Circuit Support Plan.
4 – Eligibility to sign up for Circuit
4.1 Circuit is offered only to businesses and organisations i.e. all natural or legal persons or a partnership with legal personality who or which act in exercise of his, her or its trade, business or profession. Circuit is not offered to other persons, in particular to consumers. In any case, a person less than 18 years old or who is considered a minor in its state or country of residence, cannot register for Circuit or be signed up by you as a Circuit User.
4.2 Without limitation to the statutory rules on businesses by appearance, if Nexus IP reasonably believes that you or a specific Circuit User does not meet the above-stated requirements, Nexus IP may, without liability and at its sole discretion, block or delete that Circuit User Account(s) and their Circuit User Data and/or any portion, aspect or feature of Circuit. Depending on the case, Nexus IP may elect to terminate the entire Agreement for the cause with immediate effect.
5 – Signing up for Circuit
5.1 To sign up for Circuit, you must complete a registration process and provide current, complete and accurate information, as prompted by the registration form. If you act for a business or organisation, you may need, depending upon the legal jurisdiction in which your business or organisation operates, to conclude the Data Processing Agreement (DPA) with Nexus IP .
5.2 The registration for Circuit, whether or not it is for a Free or Trial version, and including those registrations made through Nexus IP, will result in a binding proposal from your business or organisation to Nexus IP to enter into a Subscription Agreement. You will be informed if your proposal is accepted via direct email or through Nexus IP.
Nexus IP and Unify are free to accept or deny any such proposal at their sole discretion.
If it is accepted, the Agreement becomes effective, and if it is rejected, there is no Agreement and neither you nor Nexus IP nor Unify have any liability against any other party.
5.3 Once your proposal has been accepted, you and any other Circuit User you create through the Circuit administration console will be given a username and password via email, which, upon initial access, must be changed to a password known only to such Circuit User. You must ensure that your password(s) do not become known to unauthorised third parties. In the event you reasonably suspect that your password(s) have been compromised, you must notify Nexus IP without delay. You are liable for all damages due to your fault to maintain the confidentiality of the passwords.
5.4 The first Circuit User that is created for your business or organisation during the signup process will hold the role of the Circuit Tenancy Administrator. That first Circuit User will also hold the role of Customer Contact. The password for that account should be handled with special care.
6 – Feedback about Circuit
Unify and Nexus IP are very interested to hear your comments, criticisms and suggestions for changes with respect to the design, the functionality and the performance of Circuit.To the extent you provide Unify or Nexus IP with such information and data about the tests you have done, the test results, and other material such as screenshots, recordings, concepts, etc. (collectively,“Feedback”), you agree that Unify or Nexus IP own all Feedback that you submit to Unify. You hereby assign and grant Unify or Nexus IP all rights, title and interest in the Feedback and all Intellectual Property Rights herein, including the right to use, share, and commercialise the Feedback in any way and for any purpose. If requested by Unify, you or the competent person(s) within your organisation will execute such further instruments as Unify may reasonably request confirming Unify’s unlimited ownership interest in such Feedback.You will not give any Feedback that is subject to a license that requires Unify or your Nexus IP to grant any rights (e.g. Freeware and Open Source License) or make any payments to third parties because the Feedback was incorporated into Circuit or the Documentation or any other of Unify’s products, software, or services or other items. These rights survive this Agreement.For the avoidance of doubt, with the exception of the Feedback you provide to Unify, Unify does not claim ownership of any of the User Content you submit to Circuit (see also below). You should carefully review your Feedback and possibly clean it of any User Content that you do not want Unify or Nexus IP to own.
7 – Right to Use Circuit User Data Handling of Circuit User Data
7.1 By signing up for Circuit and submitting Circuit User Data to Circuit, you agree, for the term of the Agreement, that such Circuit User Data are used, modified, processed, reproduced and distributed by the Circuit Service, solely for the purpose of providing Circuit to you and the Circuit Users you appoint. This includes the public performance or public display the Circuit User Data, where such facilities are provided within or through Circuit and if effected by you. The obligations of Unify to maintain the confidentiality of the Circuit User Data or our data privacy obligations shall not be limited thereby.