Last Updated:  3rd September 2020

Important:  Please read these terms in full to be certain that you agree to them before continuing with your account creation.  By accepting these terms, you agree to the terms as set out below.

Terms of use agreement

Group Genius (the ‘Site’) is Software as a Service (SaaS) provided by Openskies Brand Management Consultancy Limited (Us/We/Our/the Company) registered in England and Wales under company number 4756373, and is contactable by email:  support@groupgenius.co.uk.

Acceptance of agreement

You agree to the terms and conditions outlined in this Terms of Use Agreement (‘Agreement’) with respect to the Site. This Agreement constitutes the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content, products or services provided by or through the Site, and the subject matter of this Agreement. This Agreement may be amended at any time by us from time to time without specific notice to you. The latest Agreement will be posted on the Site, and you should review this Agreement prior to using the Site.

Scope of provision

Group Genius provides subscription web sites and/or ‘WorkSpace’ for use by customers and their nominated users within three tiers of tariff: LITE, FLEX and ENTERPRISE. Lite and Flex infrastructure is shared across multiple customers (referred to as ‘miltitenanted infrastructure’) in order to share/reduce the cost of provisioning services.  Enterprise infrastructure is ‘dedicated infrastructure’ (built-to-order) and not shared with any other Site customer.  LITE sites/WorkSpaces are designed to support teams with a specific use case that can be fulfilled within known bandwidth and storage constraints. Flex sites/WorkSpaces are designed to cater for teams that are sensitive to constraints, yet do not wish to commit to a prepaid Service Level Agreement (SLA). Enterprise sites/WorkSpaces cater for teams that wish to purchase dedicated infrastructure and wish to commit to a prepaid Service Level Agreement (SLA). A Flex site will burst to support user demand with no charges being levied for such occurrences. If a Flex Site is required to burst agreed constraints, then notice shall be served and remedy agreed by means of service charges for such future occurrences or limitations set against a user’s account and/or Site/WorkSpace. SLAs for the provision of services and support exist to support this Agreement and take a lesser priority.

Access and accounts

All users and customers are required to create an Account in order to access the Site, their WorkSpaces and related Merchant’s Services (see Third-Party Merchant Policies clause).

Nontransferable

Your right to use the Site is not transferable. Any password or right given to you to obtain information or documents is not transferable.

Digital signature

Your Account is your unique digital signature and should remain private to you and for your sole use.  If you share your Account access details (E.g. Email Address and Password), then third-parties will be able to represent you within the Site.

Support and Help Desk

All support will be provided by users of the Site.  Where support has been provided using means outside the Site, regardless of whether such support is provided by a user of or Third-Party Merchant advertised within the Site or any non-related, Third-Party, such support is provided at the sole risk of the person or entity commissioning such support.

Copyright

The content, organisation, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by you of any such matters or any part of the Site, except as allowed by the Limited Right to Use clause, is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials.

Service marks

Products and names mentioned on the Site may be trademarks of their respective owners.

Limited right to use

The viewing, printing or downloading of any content, graphic, form or document from the Site grants you only a limited, nonexclusive license for use solely by you for your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use. No part of any content, form or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your personal use (but not for resale or redistribution).

Editing, deleting and modification

We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on the Site.

Data exit

The individual or legal entity responsible for paying for and administering a WorkSpace within the Site will, subject to their rights to the data, retain the right to remove, transfer out or control access to data associated with their WorkSpace.  Such actions will be undertaken using user management tools made available to them by the Site, access to such tools can be assigned to other users by the WorkSpace owner and/or Administrator. Assigning user privileges allows users the ability to undertake tasks and does not transfer or assign rights to the data. Assigning users with such privileges is at the discretion and sole risk of the individual or legal entity responsible for paying for and administrating the WorkSpace within the Site.

Indemnification

You agree to indemnify, defend and hold Us and our Partners, Legal Representatives, Staff, Advertisers, Product and Service Providers, and Affiliates (collectively, "Affiliated Parties") harmless from any liability, loss, claim and expense, including reasonable legal fees, related to your violation of this Agreement or use of the Site.

Disclaimer and limits

THE INFORMATION FROM OR THROUGH THE SITE IS PROVIDED "AS-IS," "AS AVAILABLE," AND ALL WARRANTIES, EXPRESSED OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS SITE AND THE PRODUCTS, SERVICES, AND INFORMATION PRESENTED WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. WE DO NOT PROVIDE LEGAL ADVICE NOR ENTER INTO ANY SOLICITOR-CLIENT RELATIONSHIP.

ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING THE FORM OR DOCUMENT IS DISCLAIMED. WE WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND THAT MAY RESULT FROM USE OF OR INABILITY TO USE OUR SITE. OUR MAXIMUM LIABILITY TO YOU UNDER ALL CIRCUMSTANCES WILL BE EQUAL TO THE PURCHASE PRICE YOU PAY FOR ANY GOODS, SERVICES OR INFORMATION.

Use of information

We reserve the right, and you authorise us, to the use and assignment of all information regarding Site uses by you and all information provided by you in any manner consistent with our Privacy Policy. All remarks, suggestions, ideas, graphics, or other information communicated by you to us through the Site (collectively, the "Submission") will forever be the property of Group Genius. Group Genius will not be required to treat any Submission as confidential, and will not be liable for any ideas for its business (including without limitation, product, service or advertising ideas) and will not incur any liability as a result of any similarities that may appear in future Group Genius products, services or operations. Without limitation, Group Genius will have exclusive ownership of all present and future existing rights to the Submission of every kind and nature everywhere. Group Genius will be entitled to use the Submission for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Submission. You acknowledge that you are responsible for whatever material you submit, and you, not Group Genius, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.

Third-party services

We may allow access to or advertise third-party product or service providers ("Merchants") from which you may purchase certain goods or services. You understand that we do not operate or control the products or services offered by Merchants. Merchants are responsible for all aspects of order processing, fulfilment, billing and customer service. We are not a party to the transactions entered into between you and Merchants. You agree that use of such Merchants is AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT SITES OR ANY OTHER SITE LINKED TO OUR SITE.

Third-party merchant policies

All rules, policies (including privacy policies) and operating procedures of Merchants will apply to you while on such sites. We are not responsible for information provided by you to Merchants. We and the Merchants are independent contractors and neither party has authority to make any representations or commitments on behalf of the other.

Privacy policy

Our Privacy Policy, as it may change from time to time, is a part of this Agreement.

Payments

You represent and warrant that if you are purchasing something from us or from Merchants that (i) any credit information you supply is true and complete, (ii) charges incurred by you will be honoured by you and your credit card company, and (iii) you will pay the charges incurred by you at the posted prices, including any applicable taxes.

Links to other web sites

The Site contains links to other web sites. We are not responsible for the content, accuracy or opinions expressed in such web sites, and such web sites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked web site on our Site does not imply approval or endorsement of the linked web site by us. If you decide to leave our Site and access these third-party sites, you do so at your own risk.

Copyrights and copyright agents

We respect the intellectual property of others, and we ask you to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent the following information:

1. An electronic or physical signature of the person authorised to act on behalf of the owner of the copyright interest;
2. A description of the copyrighted work that you claim has been infringed;
3. A description of where the material that you claim is infringing is located on the Site;
4. Your address, telephone number, and email address;
5. A statement by you that you have a good faith belief that the disputed use is not authorised by the copyright owner, its agent, or the law; and
6. A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorised to act on the copyright owner's behalf.

Our Copyright Agent for Notice of claims of copyright infringement on the Site can be reached by directing an e-mail to the Copyright Agent at support@groupgenius.info

Proposed product and service offerings

All descriptions of proposed products and services are based on assumptions subject to change and you should not rely on the availability or functionality of products or services until they are actually offered through the Site. We reserve the right in its sole discretion to determine how registration and other promotions will be awarded. This determination includes, without limitation, the scope, nature and timing of all such awards.

Information and press releases

The Site contains information and press releases about Us. While this information was believed to be accurate as of the date prepared, we disclaim any duty or obligation to update this information or any press release. Information about companies other than ours contained in the press release or otherwise, should not be relied upon as being provided or endorsed by us.

Governing law and jurisdiction

This Agreement shall be treated as though it were executed and performed in the United Kingdom, and shall be governed by and construed in accordance with the law of England and Wales (without regard to conflict of law principles). Any cause of action by you with respect to the Site (and/or any information, products or services related thereto) must be instituted within one (1) year after the cause of action first arose or be forever waived and barred. All actions shall be subject to the limitations set forth in the Disclaimer and Limits and Third-Party Services clauses. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against either party. All legal proceedings arising out of or in connection with this Agreement shall be brought solely in the United Kingdom. You expressly submit to the exclusive jurisdiction of said courts and consent to extra-territorial service of process. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.

Dispute settlement

If a dispute arises between the Parties in the performance, breach, validity or termination of the Agreement or subsequent amendments, the Parties will first attempt to settle such disputes themselves. Should agreement not be reached the Parties agree to select an independent mediation service. Unless otherwise prescribed under the rules of mandatory law or terms agreed as part of the mediation service should the Parties fail to reach agreement pursuant to mediation, within 60 days, either Party may issue to the other a request for Arbitration. The arbitral tribunal will consist of a sole arbitrator, the language to be used will be English and matters decided in accordance with the law of England and Wales.