RR PLATFORM TERMS OF USE

Health2Works Limited, a company registered in England and Wales under company number 06983940, whose registered office is Suite G12, Copthall House, King Street, Newcastle Under Lyme, Staffordshire ST5 1UE and who owns and operates the Rally Round Platform (hereinafter referred to as ‘RR’ or ‘We’) set out the following terms and conditions (the ‘Terms’) upon which RR offers a RR Member (or an unregistered RR Visitor as applicable) (hereinafter referred to as ‘You’, ‘Your’ or ‘RR Member’) a licence to access and use Rally Round ‘RR’, namely the RR Platform application at www./ (‘RR Platform’) to access the RR Services. These Terms incorporate our RR Cookie Policy and the RR Privacy Statement as applicable by this reference (collectively, the ‘Licence’).

1. GENERAL

1.1 RR facilitates an online venue enabling family members, friends and carers to create and organise support for someone they care about (‘RR Support Network’). RR was designed to help frail older people and/or their family carers, but it can be used to help anyone who is vulnerable and needs more practical support. RR is promoted by various local authorities, NHS organisations, third sector organisations and housing associations and their personnel who We refer to as our Customers and RR Agents (as defined).

1.2 Whether You are a:

1. RR Authorised User (defined individually as ‘RR Agent’ or ‘RR Administrator’ or ‘RR Assisted Project Worker’ or ‘RR Managed Project Worker’ and where applicable, ‘RR Network Coordinator’); or,
2. RR End User (defined individually as ‘RR Network Helper’ and/or ‘RR Network Coordinator’ (or either or both of the former in addition to a ‘RR Cared for Person’)); or,
3. RR Visitor (unregistered);

by using any of the RR Services and the RR Platform, You expressly agree to be bound by these Terms and all applicable laws and regulations governing the proper use of the RR Services and the RR Platform. These Terms form a legally binding agreement between You and RR and apply to all RR Members registered to access the RR Services (who may also be contributors of user generated content (‘UGC’) posted on the RR Platform) or RR Visitors.

1.3 You should read these Terms carefully and ensure that You understand their effect. If You disagree with any part of these Terms, do not use the RR Platform. If You violate these Terms, RR may terminate Your use of the RR Platform, bar You from future use of the RR Platform and/or take appropriate legal action against You. RR reserves the right to make reasonable modifications at any time with or without notice, effective immediately upon posting on the RR Platform. You agree that RR will treat Your use of the RR Services and the RR Platform as acceptance of the Terms including Your continued use subsequent to any changes.

2. RR SERVICES

2.1 RR undertakes that the RR Services will be performed with reasonable skill and care.

2.2 The undertaking at Clause 2.1 shall not apply to the extent of any non-conformance which is caused by Your use of the RR Services contrary to the terms of the Licence, or modification or alteration of the RR Services by any party other than RR or RR’s duly authorised contractors or agents. If the RR Services do not conform with the foregoing undertaking, RR will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes Your sole and exclusive remedy for any breach of the undertaking set out in Clause 2.1.

2.3 These Terms shall not prevent RR from entering into similar terms with third parties, or from independently developing, using, selling or licensing services which are similar to those provided hereunder.

2.4 RR warrants that it has and will maintain all necessary licences, consents and permissions necessary for the performance of its obligations hereunder.

3. RR PLATFORM REGISTRATION

3.1 In order to gain access to the RR Platform (backend as a RR Authorised User, or frontend as a RR End User), You shall be required to input some information in to an online registration form in order to become a registered RR Member. All details submitted by You must be true, accurate, complete and kept up-to-date.

3.2 Where You are a RR End User and You request that a RR Authorised User (‘RR Assisted Project Worker’ or ‘RR Managed Project Worker’) inputs Your Personal Data in to the RR Platform either with You or on Your behalf, You hereby formally provide Your consent to these activities taking place in such manner as may be requested by You from time to time and in such circumstances, You hereby release, acquit and forever discharge the relevant RR Authorised User from any and all Claims asserted against, or Losses suffered by You (actual and consequential, direct or indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such instruction or request by You (unless the RR Authorised User in question has been negligent as deemed so by an appropriate and competent authority).

3.3 By creating a RR Network, You hereby confirm that You have been given full and express authority either by the RR Cared for Person or by a person entitled to act on their behalf with regards to their affairs that are communicated and managed via the RR Platform including but not limited to the authority to collect, upload and share their Personal Data (including any Sensitive Personal Data) to the extent such activities are required to successfully access and utilise the RR Platform.

3.4 The registration information that You provide to RR may be verified internally. It is in RR’s absolute discretion to decide if You qualify as a RR Member for the purposes of creating a RR Support Network (which shall largely be governed by whether You or the person You are caring for or assisting (where You are not the RR Cared for Person) reside within the Customer Postcode (as the Customer will hold the relevant licence enabling them and the residents within, or linked (via the relevant RR Support Network) to the Customer Postcode) to access the RR Platform).

3.5 Upon successful registration, a RR Member Account will be automatically activated and a unique RR Login will be created by You during the process which You may change. Please ensure that You keep Your RR Login details relevant to the RR Platform and the RR Services confidential and do not reveal it to anyone else. RR will not be liable where a RR Login is unlawfully used by You or another. You agree to notify RR immediately by email to [email protected] of any such unauthorised use.

4. RR CONTENT, INTELLECTUAL PROPERTY & IP LICENCES

4.1 With the exception of UGC submitted to the RR Platform by You in respect of the RR Support Network that You are involved in, all other content and the selection and arrangement of such content on the RR Platform constitutes ‘RR Content’ and is either owned by, or licensed to, RR and is subject to copyright, trade mark rights, and other Intellectual Property Rights of RR and licensors of RR. Such RR Content is protected by UK copyright laws and international laws. Any third party trade or service marks present in RR Content not uploaded or posted by You are trade or service marks of their respective owners. RR Content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited by You for any other purpose whatsoever without the prior written consent of RR or, where applicable, the licensors of RR. RR and/or its licensors reserve all rights not expressly granted in and to their RR Content.

4.2 When using the RR Platform to access the RR Services, if You make use of a feature that allows You to publish any UGC to and/or via the RR Platform in connection with registering and/or creating and/or managing and/or being a part of a RR Support Network by way of uploading text, comments, links, photos, You automatically grant:

1. to RR a worldwide, non-exclusive, royalty-free, perpetual, transferable licence (with right to sub-license) to use, record, publish, distribute, prepare derivative works of, display and perform all that UGC, or any part of it, and the Intellectual Property Rights therein, in connection with the provision of the RR Services:
2. to each RR Member who is entitled to input UGC on to the RR Platform on Your behalf pursuant to any terms in the Licence, a worldwide, non-exclusive, royalty-free licence to use, reproduce, distribute, prepare derivative works of, display and perform such UGC to the extent permitted by the functionality of the RR Services and under the terms of this Licence (or any other applicable terms). (‘IP Licences’).

4.3 Unless terminated (or suspended) for reasons such as those set out in the terms of the Licence or unless RR is no longer providing the RR Services to You, the above IP Licences granted by You terminates when Your UGC is removed or deleted. Save for where You are a RR Network Coordinator or a Managed Project Worker (who can remove UGC generate by themselves (or that UGC generated by a RR Network Helper in the case of the former), You must contact RR by email to request removal or deletion of UGC or to cancel your registration as a RR Member.

4.4 You understand and agree that You are solely responsible for Your own UGC and the consequences of posting or publishing it. RR do not claim ownership of the UGC You submit or make available for inclusion on the RR Platform. You retain all of Your ownership rights in Your UGC but You grant the limited IP Licences set out in Clause 4.2.

4.5 RR makes no representation or warranty as to the validity or enforceability of the Intellectual Property Rights persisting in any RR Content. 4.6 You shall not:

1. copy RR Content or any part of any of it or make any use of, or otherwise exploit, any RR Content save as expressly permitted pursuant to the Terms herein; or,
2. modify, adapt, develop, create any derivative work, reverse engineer, decompile, disassemble or carry out any act otherwise restricted by copyright laws.

4.7 Other than any licences expressly granted herein, neither party grants any licence of, right in or makes any assignment of any of its Intellectual Property Rights.

4.8 We will terminate Your privileges if You use the RR Platform to unlawfully transmit copyrighted material without a licence, express consent, valid defence or fair use exemption to do so. In particular, if You submit UGC to the RR Platform You must ensure that the UGC You upload does not infringe the copyrights or other rights of third parties (such as privacy or public rights). If You use the RR Platform as an instrument of unlawful infringement, We will terminate Your rights to use and/or access the RR Platform.

5. SENSITIVE PERSONAL DATA

It is important to note that certain types of Sensitive Personal Data that could possibly be shared on the RR Platform may consist of racial or ethnic origin, political opinion, religious or other beliefs of a similar nature, trade-union membership, physical or mental health or condition, sex life, the commission or alleged commission by them of any offence, any proceedings for any offence committed or alleged to have been committed by them and the disposal of such proceedings or the sentence of any court in such proceedings. You must be mindful at all times as to with whom You share Your Personal Data (which includes Sensitive Personal Data) within the RR Support Network in which You are involved. Do not share anything that You do not want others within Your RR Support Network to read and access.

6. GENERAL RESTRICTIONS ON USE

6.1 Subject to the following express restrictions, RR grants You permission to access and use the RR Platform and the RR Services. You may view RR Platform pages, download RR Platform pages (for caching purposes only) and print RR Platform pages (excluding RR Platform images) and retain a copy of the same solely for Your own personal, non-commercial use. You agree that Your failure to adhere to any of these restrictions shall constitute a breach of these Terms on Your part. You agree:

1. not to sell, license, rent, distribute or otherwise exploit any RR Content for any other purposes without the prior written consent of RR or the respective licensors of the RR Content;
2. not to post, frame, deep link, publish, reverse engineer or modify or make any derivative works of any part of the RR Platform or the RR Services including but not limited to any RR Content, in any medium without RR’s prior written authorisation or unless RR makes available (and expressly known) the means for such activity through the functionality offered by the RR Services;
3. not to establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists;
4. not to establish a link to the RR Platform in any website that is not owned by You and authorised by RR;
5. not to alter or modify any part of the RR Platform or use the same in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
6. not to access RR Content through any technology or means other than the RR Platform or such other means as RR may explicitly designate for this purpose;
7. not to access or attempt to use the RR Login of other RR Members or penetrate or attempt to penetrate RR’s security measures;
8. not to (or attempt to) circumvent, disable or otherwise interfere with any security related features of the RR Platform or features that (i) prevent or restrict use or copying of RR Content; or, (ii) enforce limitations on the use of the RR Services or the accessible RR Content;
9. not to use the RR Platform to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, Viruses, trojans, worms, keystroke logger, rootkit, logic bombs or other material which is malicious or technologically harmful;
10. not to attempt to gain unauthorised access to the RR Platform, the server on which the RR Platform is stored or any server, computer or database connected to the RR Platform;
11. not to conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to the RR Platform;
12. not attack the RR Platform via a denial-of-service attack or a distributed denial-of service attack.

By breaching certain provisions above, You would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and We will co-operate with those authorities by disclosing Your identity to them. In the event of such a breach, Your right to use the RR Platform will cease immediately. You are responsible for configuring Your information technology, computer programmes and platform in order to access the RR Platform. You should use Your own Virus protection software.

7. PROHIBITED CONTENT

7.1 The following is a partial list of content which is illegal or prohibited on the RR Platform. You agree that You will not submit any UGC to the RR Platform or in any way connected with the RR Platform, that:

1. is offensive to the online community, such that it promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
2. is content in breach of any applicable laws and regulations including any applicable codes or guidance of any governmental, non-governmental or other applicable regulatory organisation;
3. is content which could be harmful to minors or vulnerable adults including the RR Cared for Person;
4. could be seen to incite abusive behaviour to another person or harasses or advocates harassment of another person;
5. involves the transmission of “junk mail”, “chain letters”, or unsolicited mass mailing or “spamming”;
6. promotes information that You know is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous;
7. promotes an illegal or unauthorised copy of another person’s copyrighted work or links to them;
8. contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
9. displays pornographic or sexually explicit material of any kind;
10. provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits Personal Data from anyone under 18;
11. provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer Viruses;
12. solicits passwords or personal identifying information for commercial or unlawful purposes from other RR Members; or,
13. engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising and pyramid schemes.

8. DATA PROTECTION & PRIVACY

8.1 In respect of any Personal Data processed by RR (or a RR Authorised User as applicable) when using the RR Platform, You individually hereby warrant that You:

1. have made all necessary notifications of your particulars in accordance with Data Protection Law and any regulations made thereunder and all details supplied to the data protection registrar in relation to each application are accurate and complete;
2. comply and will continue to comply with the Data Protection Law and any regulations made thereunder (including but not limited to the data protection principles, as defined in the Data Protection Law);
3. will co-operate fully in complying with any Subject Access Request(s) made pursuant to the Data Protection Law.

8.2 Subject to all Data Protection Law and the terms of the RR Privacy Statement, each RR Member who uploads any UGC to the RR Platform that contains Personal Data shall do so at their own risk and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the all UGC whether or not it incorporates Personal Data. You agree to use the RR Platform only in compliance with Data Protection Law.

8.3 In the event of any loss or damage to Your Personal Data or UGC, Your sole and exclusive remedy shall be for RR to use reasonable endeavours to restore (or to procure the restoration of) the lost or damaged Personal Data or UGC from the latest back-up maintained by RR or a RR Service Provider. RR shall not be responsible for any loss, destruction, alteration or disclosure of Personal Data or UGC caused by any third party except RR Service Providers.

8.4 These Terms incorporate our RR Privacy Statement and RR Cookie Policy by these references which apply in full to Your use of the RR Platform and the RR Services.

9. CONFIDENTIALITY

9.1 Save as is otherwise required by law or any regulatory authority, each RR Member undertakes to other RR Members when using the RR Services that it shall keep secret and shall not without the prior written consent of the other party disclose to any third party any Confidential Information learned by the recipient party or disclosed to the recipient party by the disclosing party pursuant to, or otherwise in connection with, the Terms herein, except to the extent that any Confidential Information is:

1. expressly authorised to be disclosed by the disclosing party;
2. or shall (otherwise than by breach of the Terms herein) be in the public domain;
3. in the possession of the recipient party other than pursuant to disclosure from the other party;
4. independently developed by the receiving party, which independent development can be shown by written evidence; or,
5. required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

9.2 To the extent that it is necessary to implement the Terms herein, the recipient party may disclose Confidential Information to its direct personnel as may reasonably be necessary for the sole purposes of using the RR Platform and RR Services provided that the recipient party shall:

1. before disclosure, make such personnel aware of their obligations of confidentiality hereunder; and,
2. at all times procure compliance with such obligations of confidentiality.

9.3 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than for the successful use of the RR Services.

9.4 The obligations in this Clause 9 shall survive for perpetuity.

10. AVAILABILITY AND SECURITY OF THE RR PLATFORM

10.1 RR shall use reasonable efforts to ensure that scheduled maintenance downtime is kept to a minimum in accordance with industry standards and, where possible, scheduled downtime shall be completed outside of normal UK working hours.

10.2 RR is entitled to make such changes to the specification, functionality and features of the RR Platform it desires at its entire sole discretion but shall provide notice of the same to You where necessary.

10.3 Unscheduled emergency maintenance may be required at any time. RR agrees, however, to use all reasonable efforts to keep emergency maintenance to a minimum and reduce the effects of any emergency maintenance required.

10.4 RR does not warrant the validity and accuracy of information on the RR Platform or otherwise as part of the RR Services or that the same is kept up-to-date. The RR Platform and its content and the RR Services are delivered on an “as-is” and “as-available” basis. RR shall use reasonable endeavours to ensure that the RR Services and any information it holds on You are kept secure. However, due to the nature of the internet, RR does not represent or warrant to You that:

1. Your use of the RR Platform and the RR Services will be uninterrupted, timely, secure or free from error at all times, nor that it will provide specific results from use of the RR Platform or any content or link on them;
2. Your use of the RR Services will meet Your requirements;
3. any information obtained or downloaded by You as a result of Your use of the RR Services will be accurate, reliable or free of Viruses or contamination or destructive features;
4. Your shared UGC will not be used by a third party in various ways;
5. there will not be any defects in the operation or functionality of any part of the RR Services; and,
6. those who intentionally attempt to and/or gain unauthorised access to the RR Platform by means such as, without limitation, computer hacking will not be successful.

11. HYPERLINKS AND SEARCH RESULTS

The RR Platform may contain hyperlinks or produce search results that reference or link to third party sites throughout the World Wide Web. These are provided for Your ease of reference only and RR do not endorse such websites or accept any responsibility for the content of such websites and cannot therefore guarantee, represent or warrant that the content contained in the websites is accurate, legal and/or inoffensive or that they will not contain Viruses or otherwise impact Your computer. By using the RR Platform to search for, or link to, another website You agree and understand that You may not make any claim against RR for any damages or Losses whatsoever resulting from Your use of the RR Platform to obtain search results or to link to another website. RR advises You to read the terms and conditions including the privacy, cookie and other website policies of any other website that You visit. RR will not be liable for any Loss or damage that may arise from Your use of such links.

12. SUSPENSION AND TERMINATION

12.1 If You change Your mind after registering to become a RR End User, You can cease Your membership via Your “Account Details” page. If You change Your mind after registering to become a RR Authorised User, You will need to contact us directly to have Your role unassigned.

12.2 In the event that the Customer’s subscription licence has expired or is terminated for any reason, Your membership shall automatically expire ninety (90) calendar days from the effective date of such termination or expiry of the Customer’s subscription. RR reserve the right to continue to provide You with access to the RR Platform subject to agreed subscription fees or in on the basis of other agreed terms. In the event that We have provided You with access to the RR Services where no Customer relationship exists with a principal subscription licence holder, We shall provide You with reasonable notice in the event that We need to stop providing You with access to the RR Services for any reason.

12.3 You acknowledge that RR has no obligation to monitor any UGC provided by RR Members. You further understand and agree that in RR’s sole discretion, and without prior notice, RR may terminate its Licence with You and may therefore choose to suspend or terminate Your access to the RR Platform and the RR Services at any time or exercise any other remedy available and modify or delete any unauthorised UGC, if RR believes that the UGC You have provided has violated or is inconsistent with the Licence or has violated the rights of RR or a RR Member. Notwithstanding this, You are solely responsible for, and bear the legal risk associated with, such UGC anywhere in the world.

12.4 RR may release RR Member information about You if required by law or subpoena, or if the information is necessary or appropriate to release to deal with an unlawful or harmful activity.

12.5 You agree that monetary damages may not provide a sufficient remedy to RR for violations of these Terms and You consent to injunctive or other equitable relief for such violations.

12.6 You acknowledge and agree that to improve the RR Platform and the RR Services, RR may stop (permanently or temporarily) providing the RR Services (or any features within the RR Services) to You generally at RR’s sole discretion, with or without prior notice to You.

13. RR MEMBER WARRANTIES

13.1 You represent and warrant that:

1. You have noted our staying safe advice and accept responsibility for acting in accordance with this advice.
2. You have (and will continue to have whilst Your UGC remains posted on the RR Platform) all necessary licences, rights, consents, and permissions which are required to enable RR to use or display Your UGC in the manner contemplated by these Terms;
3. You are happy to share Your UGC with other RR Members of the RR Support Network in which You are involved in in accordance with the RR Privacy Statement as the case may be who register to access the RR Platform where applicable;
4. You will not post nor upload any UGC which contains material which is unlawful for You to possess, or which it would be unlawful for RR to use or possess in connection with the provision of the RR Services;
5. the UGC that You submit to RR will not contain any third party copyright material, or material that is subject to other third party proprietary rights (including rights of privacy or rights of publicity), unless You have a formal licence or permission from the rightful owner, or are otherwise legally entitled, to post the material in question and to grant the IP Licences referred to in Clause 4.2 above; and,
6. You shall comply with all Your obligations hereunder when using the RR Platform to access the RR Services in respect of General Restrictions on Use (Clause 6) and Prohibited Content (Clause 7).

14. LIABILITY

14.1 Nothing in this Clause 14 shall exclude or restrict liability for:

1. fraudulent misrepresentations;
2. any liability where the law does not permit such exclusion of liability; and,
3. death or personal injury arising from negligence.

14.2 Subject to Clause 14.1, neither You nor RR shall be liable in contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising hereunder.

14.3 Subject to Clause 14.1, RR shall not be liable to You as a result of:

1. any breach by You of these Terms or breach of warranty by You or Your acts or omissions including Your use of, or inability to use, the RR Platform and the RR Services;
2. any reliance placed by You on the completeness, accuracy or existence of any RR Content;
3. any changes which RR may make to the RR Services, or for any permanent or temporary cessation in the provision of the RR Services (or any features within the RR Services);
4. the deletion of, corruption of, or failure to store, any UGC and other communications data maintained or transmitted by or through Your use of the RR Services;
5. the availability of third party sites or resources, or as a result of any reliance placed by You on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites or resources; or,
6. the acts, omissions and conduct of any RR Members in connection with, or connected to, or otherwise related to the RR Support Network in which You are involved, Your use of the RR Platform and the RR Services.

14.4 The limitations on RR’s liability to You in this Clause 14 shall apply whether or not RR has been advised of, or should have been aware of, the possibility of any such Losses arising.

14.5 Your sole and exclusive remedy in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with any failure to comply with its obligation set out at Clause 2.1 shall be as provided for in Clause 2.2.

14.6 No party shall be in breach of any of its obligations hereunder which arise or occur due to the act, omission, or default of any other party including the other party’s failure to comply with any of its obligations hereunder.

14.7 You shall indemnify and hold harmless RR on demand, and shall keep RR fully and effectively indemnified against any and all Losses incurred by or asserted against RR, arising out of or in connection with:

1. any breach of Your RR Member warranties at Clause 13 (other than and to the extent that any Losses arise directly from breach of these Terms by RR or through RR’s negligence); any action or claim that any part of the UGC uploaded by You to the RR Platform is infringing the Intellectual Property Rights of a third party or is deemed inappropriate content; or,
2. any complaint made by another RR Member about You.

14.8 Except as expressly set out in these Terms, RR gives no warranties and excludes all other express or implied terms, conditions and warranties to the fullest extent permitted by law.

15. ENTIRE AGREEMENT/ SEVERABILITY

The Licence (which includes by reference the applicable RR Cookie Policy and the RR Privacy Statement) constitutes the entire agreement and understanding between You and RR with respect to the subject matter herein and supersedes any and all prior agreements, arrangements and understandings relating to the matters provided for herein. You acknowledge that You have not relied on any oral or written representations made by RR in entering into these Terms, including any information or material provided by RR personnel and subject to Clause 14.1, You irrevocably and unconditionally waive any right You may have to rescind the Terms herein or claim damages for misrepresentation, whether innocent or negligent, or breach of any warranty not contained herein or implied by operation of law.

16. ASSIGNMENT

These Terms shall be personal to You and You may not assign, transfer, lease or delegate all or any of Your rights and obligations, without the prior written consent of RR. RR reserves the right to assign or transfer all or any of its rights and obligations under these Terms to any companies in the same group as RR or any other third party. In the event of assignment or transfer, notification will either be given to You by e-mail or will be posted on the RR Platform.

17. INSTRUCTIONS

You agree to comply with all reasonable and lawful instructions of RR in relation hereto.

18. FORCE MAJEURE

Neither party shall have any liability to the other party hereunder if it is prevented from or delayed in performing its obligations, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm, provided that the affected party has notified the other party of such an event and its expected duration.

19. ENFORCEABILITY

If any one or more of the provisions herein should be held to be invalid, illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired and RR shall amend these Terms to add a new provision having an effect as near as legally permissible to the one held to be invalid, illegal or unenforceable.

20. STATUS

These Terms are not intended to create any partnership or joint venture relationship between You and RR or authorise any party to act as agent for the other party, and no party shall have the authority to act in the name of, or on behalf of, or otherwise to bind the other party in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

21. NO WAIVER

Failure by either RR or You to exercise or enforce any right conferred shall not be deemed to be a waiver of any such right nor operate so as to bar that exercise or enforcement thereof or of any other right on any later occasion.

22. THIRD PARTY RIGHTS

You may enforce these Terms in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999. Except as provided above, these Terms do not create any rights enforceable by any person who is not a party to it under the Act, but do not affect any right or remedy that a third party has which exists or is available apart from that Act.

23. LAW AND JURISDICTION

If You are not happy with the way RR deal with any dispute or disagreement between You and RR and You want to take court proceedings, You must do this within England. Relevant English law will apply to the Licence and the relevant courts of England and Wales will have exclusive jurisdiction in relation to these Terms.

24. CHANGES TO PLATFORM TERMS OF USE

We keep our RR Platform terms of Use under regular review. This version of the Terms of Use was last updated in March 2020.

25. DEFINITIONS

In these Terms (except where the context otherwise requires) the following words shall have the following meanings:

Claim(s): means all demands, claims and liability (actual and consequential and direct and indirect and whether known and unknown, suspected and unsuspected, disclosed and undisclosed, criminal or civil, in contract, tort or otherwise) for all Losses including any other expenses of any nature whatsoever. Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in Clause 9.

Customer: refers to the organisation that hold the Principal Licence to use the RR Platform, for example a local authority.

Customer Content: the content inputted by the Customer or any Secondary Authorised User on Customer’s behalf, for the purpose of using the RR Services or facilitating the RR End User’s use of the RR Services (which may or may not include Personal Data).

Customer Postcode: refers to the geographical remit of the Customer. Data Protection Law: refers to the Data Protection Act 1998 together with any other applicable regulations, orders, code of practice and guidance.

Intellectual Property Rights: patents, rights to inventions, copyright and neighboring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, 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.

IP Licences: refers to the licences set out at Clause 4.2.

Licence: refers to the RR Cookie Policy, the RR Privacy Statement, and the RR Platform Terms of Use as applicable.

Losses: claims, losses, demands, actions, third party claims, damages, costs (including court costs and legal fees), fines, liabilities, obligations, liens and expenses.

Personal Data: has the meaning set out in section 1(1) of the Data Protection Act 1998.

Primary Authorised User(s): refers to RR Agents (who may also act in the capacity of a Secondary Authorised User).

RR Administrator: refers to one type of Secondary Authorised User i.e. someone who works for the Customer or a RR Agent, who has administrative privileges to view the RR Dashboard and who is tasked with the general administration of the Customer (or RR Agent’s) access including but not limited to issuing RR Notices to RR End Users.

RR Agent: refers to the Primary Authorised User i.e. an organisation that has been identified by the Customer to promote and encourage the use of the RR Platform by Secondary Authorised Users and RR End Users. A RR Agent can act in the capacity of a Secondary Authorised User i.e. a RR Managed Project Worker or a RR Assisted Project Worker and/or a RR Network Coordinator and may have full privileges to view the RR Dashboard in the capacity of a RR Administrator. RR Agent Content: the content inputted by the RR Agent or any Secondary Authorised User on the RR Agent’s behalf, for the purpose of using the RR Services or facilitating the RR End User’s use of the RR Services (which may or may not include Personal Data).

RR Assisted Project Worker: refers to one type of RR Authorised User i.e. someone who works for the Customer or a RR Agent who can either (1) assist with the first stage of getting a RR Support Network set up by inputting the name of the RR Support Network and the email of the designated RR Network Coordinator, sending a RR Invite to the RR Network Coordinator to complete the rest of the process; or, (2) guide a RR End User through the self-serve process from the RR Platform.

RR Authorised User: refers to a Primary Authorised User and/or a Secondary Authorised User.

RR Cared for Person: refers to one type of RR End User i.e. the vulnerable person who requires assistance by way of the RR Support Network.

RR Content: the content including all Intellectual Property Rights (including UGC) residing on the RR Platform in addition to the content inputted by RR from time to time for the purpose of using the RR Services or facilitating the RR Services (which may or may not include Personal Data).

RR Dashboard: refers to the RR Platform dashboard.

RR End User: refers to the RR Network Coordinator (who is not a Secondary Authorised User of Customer) or a RR Network Helper or a RR Cared for Person.

RR End User Content: the content inputted onto the RR Platform by a RR End User (which may or may not include Personal Data).

RR Invite: refers to an email invitation issued to a RR End User to join a RR Support Network in any one capacity.

RR Login: refers to the unique login created by a RR Member upon registration to access the RR Platform.

RR Managed Project Worker: refers to one type of Secondary Authorised User i.e. someone who works for the Customer or a RR Agent who can start RR Support Networks, become the RR Network Coordinator of the same (subject to subsequent transfer to a RR Network Helper) and/or become (and possibly remain), a RR Network Helper.

RR Member: refers to any party who can register on the RR Platform as a RR Authorised User or RR End User excluding RR Visitors.

RR Member Account: refers to the online account accessible by way of a RR Login.

RR Network Coordinator: refers to either:

• one type of RR End User i.e. a family member, friend or the RR Cared for Person per se; or,
• a Secondary Authorised User who is a RR Managed Project Worker who adopts the role of a RR Network Coordinator either temporarily or permanently;

who can also be a RR Network Helper and can inter alia, issue RR Invites, update status messages, close down the RR Support Network, input and delete RR Tasks on the RR Dashboard and remove other RR Network Helpers. Such a role may be shared at its discretion.

RR Network Helper: refers to one type of RR End User e.g. a family member, friend or the RR Cared for Person who accepts a RR Invite issued by a RR Network Coordinator to join a RR Support Network.

RR Notice(s): refers information that may be issued by a Secondary Authorised User from time to time.

RR Platform: refers to the RR platform accessible via the Website inclusive of the RR Software.

RR Services: the services provided by RR via the RR Platform under this Licence.

RR Service Provider: refers to a third party who may provide services to RR from time to time solely in relation to, and enabling RR to, fulfil the RR Services only (including making improvements to the RR Services).

RR Software: the online proprietary software application integrated in to the RR Platform.

RR Support Network: refers to the support network put in place via the RR Platform geared to support a RR Cared for Person and/or the RR Network Helper and/or the RR Network Coordinator in respect of the care of the RR Cared for Person.

RR Tasks: refers to the tasks to be input in to the RR Support Network plan which are to be carried out by a RR Network Helper.

RR Visitor: refers to a party who is not yet a RR Member authorised to use the RR Platform but who may browse the RR Platform to a limited extent.

Secondary Authorised User(s): refers to those parties who act on behalf of Customer or a RR Agent i.e. RR Administrators, RR Managed Project Workers, RR Assisted Project Workers and RR Network Coordinators (where the latter are acting on behalf of the Customer as opposed to in the capacity of an RR End User) and their employees or consultants acting on their behalf.

Sensitive Personal Data: has the meaning set out in section 2 of the Data Protection Act 1998.

Subject Access Request(s): means a written request made in accordance with section 7 of the Data Protection Act 1998.

UGC: refers to Customer Content and/or RR Agent Content and/or any RR End User Content which is provided generated by a RR Member when accessing and using the RR Services which are uploaded, embedded or otherwise displayed and/or stored on the RR Platform by You for any purpose which may include but are not limited to text, articles, images, graphics, photos, stories, audio, video, software, audio-visual combinations, interactive features and other advertising materials in any form, medium or technology now known or hereinafter developed (which may or may not include Personal Data).

Virus: any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Website: the website accessible via the domain / or such alternative or sub-domain domain designated by RR from time to time.