Last updated: 10th December 2024.
The Arbor Support Terms of Use forms the Agreement between Harrap Computer Systems Ltd trading as Harrap ICT and the Customer, explaining our responsibilities as your service provider and your responsibilities as a Customer.
Please read through carefully as these terms of use are your legal obligations and rights, and you must understand and accept them before you can start using Harrap ICT’s Arbor Support Services.
Should there be any disagreement between you and Harrap ICT, we will try our best to resolve it with you. Should we be unable to reach agreement then we agree that it must be resolved by arbitration or through small claims court. Please see Section 14 for more information about disputes.
Harrap ICT provides the Arbor Support Services to you on the basis of this Agreement. We do not sell any part of the Services to you. We remain the owners of the Services at all times.
If you register for a free trial for use of the Services, this Agreement will also govern that free trial.
If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms you or your shall also refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these terms of use, you must not accept this Agreement and may not use the Services.
1.1 The definitions and rules of interpretation in this clause apply in this Agreement and where a word or phrase is shown in brackets, quotation marks and in bold text in the body of this agreement, it shall have the meaning given to it in the Agreement.
The Customer, you and your means you personally and any firm or entity you are authorised to represent.
Harrap ICT, we, us or our means Harrap Computer Systems trading as Harrap ICT, a company registered in England with company number 6803302 and registered office address Unit 4 Moorside Place, Moorside Road, Winchester, SO23 7FX.
2.1 Grant of License. Subject to the terms of this Agreement and payment of applicable Subscription Fees, and other required fees, Harrap ICT grants the Subscriber and any Authorised Users (unless your access is revoked by the Subscriber) a non-exclusive, non-transferable license to access and use the Services during the Term (as defined below), solely for the Customer‘s internal business purposes.
2.2 Harrap ICT agrees to provide the Services to the Customer in accordance with the terms of this Agreement.
2.3 The Customer agrees to use the Services solely for its internal business purposes and in accordance with applicable laws and regulations.
2.4 Service Availability. Harrap ICT will use commercially reasonable efforts to ensure the availability of the Services, subject to scheduled maintenance and Force Majeure Events.
2.5 Restrictions on Use. Customer shall not (i) reverse-engineer, decompile, or disassemble the Services, (ii) sublicense, rent, lease, or otherwise distribute the Services to third parties, (iii) use the Services in a manner that violates applicable law or third-party rights, or (iv) access the Services in order to build a competitive product.
2.6 The Subscriber is responsible for the activity of all Authorised Users. Authorised Users are also bound by this Agreement.
2.7 The Customer shall not (and shall procure that its Authorised Users shall not) access, store, distribute, upload or transmit any Viruses, or any material during its use of the Services or access or use the Services in any way or for any purpose that is in breach of any applicable laws, infringes the rights of any third party or causes damage or injury to any person.
2.8 The Subscriber can transfer the Subscription to another person that is authorised by the entity or company to enter into Agreements on their behalf.
2.9 We may update our Services to add and improve features. These changes may require new terms, and we’ll let you know what these are before you start using them.
2.10 From time to time we may invite you to try Beta Services at no charge. You may accept or decline any such trial at your sole discretion. Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import. Beta Services are for evaluation purposes and not for production use, are not considered Services under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of three months from the trial start date or the date that a version of the Beta Services becomes generally available. We may discontinue Beta Services at any time in our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with any Beta Services. You use Beta Services at your own risk.
2.11 The Subscriber and Authorised Users should keep their information up-to-date (including an active email address) and take all reasonable steps to protect their username and password from being stolen or misused. We enforce minimum password standards, and we recommend more complex passwords for better security.
3.1 Third Party Sites and Services. The Services may use and/or contain links to other Third Party Sites and Services. The Customer acknowledges and agrees that Third Party Sites and Services are not under Harrap ICT’s control and that Harrap ICT is not responsible for any Third Party Sites and Services and does not endorse or approve such Third Party Sites and Services, their content or their privacy policies (if any) including those which the Customer may elect to interact with in using the Services and the parties acknowledge and agree that Harrap ICT shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, events, activities, goods or services available on or through any such Third Party Sites and Services.
3.2 To the extent that the Services connects to other third party applications, the Customer agrees to comply with all terms and conditions of use for those services that are applicable to the Customer’s use thereof provided such terms and conditions are made available to the Customer in advance from time to time.
3.3 The Customer agrees to pay any separate fees applicable for such Third Party Sites and Services.
3.4 Harrap ICT will share Data and Personal Data with those Third Party Sites and Services only as agreed by the Customer under those separate terms.
3.5 Harrap ICT is not responsible for the Data and Personal Data that those Third Party Sites and Services share with us. Harrap ICT will only request Data and Personal Data as agreed by the Customer under those separate terms.
3.7 Harrap ICT may make mobile apps available via third party services such as the Apple App Store or Google Play Store. These companies may have additional terms and conditions that you must agree to in order to access our mobile apps.
3.8 Harrap ICT may receive payments from third parties. These can include, but are not limited to, payments related to advertising, commissions, or referals that the Subscriber has consented to.
4.1 Arbor Data Processing Agreement. In connection with the provision of the Service, the Customer agrees to our Arbor Data Processing Agreement (Arbor DPA) which shall govern the processing of Personal Data under this Agreement, if applicable. The current version of our Arbor DPA is located at www.harrap.it/legal/arbor-dpa.
4.2 Personal Data. The Customer may provide Personal Data to Harrap ICT for processing in accordance with the terms of this Agreement. Harrap ICT will only process Personal Data on the Customer‘s behalf and for the purpose of providing the Services.
4.3 Data about you. Harrap ICT may use Data about the Subscriber in order to communicate regarding the Subscription, Services or other important information. We take your privacy and data protection seriously. Please see our Privacy Policy for further details at www.harrap.it/privacy-policy/.
4.4 Security. Harrap ICT will implement appropriate technical and organisational measures to protect Personal Data from unauthorised access, disclosure, or loss, and will provide reasonable assistance to the Customer in the event of a Data breach.
4.5 Data. The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data whether inputted, published or displayed by the Customer, Authorised Users or any third-party sources which the Customer elects to interact with.
4.6 Data Breach. In the event of unauthorised access to Personal Data that you have entered into the Services, we will notify you and share details of the Data breach, where possible. It is the Customer‘s responsibility to assess whether further action is required, for example notifying individuals or a relevant authority.
4.7 Statistical data. We may collect anonymised statistical data during your use of the Services. This anonymised data may be used for our own purposes, for example to improve the Services, or to develop new Services.
5.1 The Customer shall (and shall procure that each Authorised User shall):
6.1 Support Services. Harrap ICT will offer support services via email, telephone (where the optional telephone support has been selected by the Customer) and reference to support articles.
6.2 Updates and Enhancements. Harrap ICT may periodically update, modify, or enhance the Services. Where additional Terms of Use are required, these will be communicated to the Customer using any reasonable means, including, but not exclusively, some or all of email, social media, support articles and notifications within the Services.
6.3 Availability. Harrap ICT strives to achieve very high levels of availability. When maintenance is required we will aim to inform you in advance but this won’t always be possible. Sometimes your internet connection may prevent you from accessing our Services, and very rarely our internet connection might have issues.
6.4 Compensation for downtime. Should the Services be unavailable for more than four consecutive hours, we may provide compensation at our sole discretion, and only if requested by the Subscriber within 14 days of the period of downtime. Such compensation may be pro-rata, and the format of the compensation will be at our sole discretion. We won’t pay compensation due to downtime caused by a Force Majeure Event, maintenance, your internet connection, computers or a general internet issue, or your use of the Services in breach of these terms. Section 9 “Limitation of Liability” will also apply.
7.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that:
7.2 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 the implementation of this Agreement (and in respect of the Customer’s Confidential Information, the performance by Harrap ICTof the Services and its other obligations under this Agreement which the Customer acknowledges shall include the disclosure of the Customer’s Confidential Information to employees, agents and sub-contractors of Harrap ICT which is necessary for the performance of the Services).
7.3 The confidentiality obligations under this section shall survive termination of this Agreement, however arising.
8.1 The Customer shall defend, indemnify and hold harmless Harrap ICT against any and all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with:
8.2 The Customer agrees to indemnify Harrap ICT against all costs, claims and liabilities incurred by Harrap ICT as a result of the Customer’s and / or the Customer’s sub-contractor’s failure to comply with Data Protection Legislation as required by this Agreement.
9.1 This clause 9 sets out the entire financial liability of each party (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the other party:
9.2 Except as expressly and specifically provided in this Agreement all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.
9.3 Nothing in this Agreement excludes the liability of Harrap ICT or the Customer for
Any such liability shall not count towards the limitations of liability in clause 9.4.
9.4 Subject to clause 9.2 and clause 9.3:
9.5 In the event of Data loss or corruption of Customer Data, our liability will be confined to making reasonable efforts to assist in the recovery the Data. Depending on the circumstances, Harrap ICT reserves the right to quote additional fees for attempted Data recovery.
10.1 No warranties. The Services are provided on an “as-is” and “as-available” basis. Harrap ICT makes no representations or warranties of any kind, express or implied, as to the operation of the Services, or the information, content, materials, or products included in the Services.
10.2 To the fullest extent permissible by applicable law, Harrap ICT disclaims all warranties, express or implied, including, but not limited to, implied warranties of non-infringement, merchantability and fitness for a particular purpose.
10.3 Harrap ICT does not make any warranties or representations regarding the use of the materials in the Services in terms of their correctness, accuracy, adequacy, usefulness, timeliness, reliability, or otherwise.
10.4 Some jurisdictions do not allow the exclusion or limitation of implied warranties or liability for certain types of damages. As a result, some or all of the above limitations and exclusions may not apply to you to the extent prohibited by applicable law.
10.5 Any legally mandated warranty or liability that cannot be excluded or limited under applicable law is unaffected by this warranty disclaimer.
11.1 Ownership. Harrap ICT retains all Intellectual Property Rights in and to the Services, including any modifications, updates, or enhancements. Except as expressly specified in this Agreement, this Agreement does not grant you any rights to, or in, any Intellectual Property Rights which subsist in the Services. The Customer owns all rights, titles, and interests in and to the Data.
11.2 Licence to Use the Customer’s Data. The Customer grants Harrap ICT a limited, royalty free, non-exclusive licence to use the Customer’s Data and materials solely for the purpose of providing the Services.
12.1 Subscription Fees. Use of the Services requires payment of Subscription Fees. These Subscription Fees may vary depending on your region, chosen Subscription level and options, among other factors. We may update or amend the Subscription Fees from time to time, and if we do so we will make all reasonable efforts to inform you.
12.2 Trial Subscription. We may offer a free trial period. If the Customer wishes to continue with their Subscription, at the end of the trial period the Customer must select a Subscription and add a payment method. If the Subscriber does not choose to continue, access to the Services will be suspended until a Subscription level has been chosen and the Subscription Fees have been paid.
12.2 Taxes. Any applicable taxes shall be paid by the Customer.
12.3 Payment. The Subscriber agrees to pay the Subscription Fees for the chosen Subscription to access and use the Services. The Subscriber is responsible for payment of the Subscription Fees.
12.4 Late Payment. In the event that the Subscriber does not make payment when due, Harrap ICT reserves the right to suspend or terminate your Subscription.
12.5 Booked Session. Harrap ICT reserves the right to charge a cancellation fee for any Booked Session that is cancelled or postponed within one Business day, or in the case that the Customer is unable to proceed within 30 minutes of the start of the Booked Session. The Customer being unable to proceed includes, but is not limited to, a member of staff not being available, the Customer telephone number or other specified telephone number not being answered, the specified remote access software not working and/or not being set-up in advance, the Data for import not being accessible. A Booked Session may include but are not limited to training, complex demonstrations requested by the Customer, and technical sessions.
13.1 Term. The term of this Agreement shall begin on the Effective Date and the Subscription continues for the duration of the period covered by the Subscription Fees paid or payable.
13.2 Automatic renewal. These terms are automatically renewed upon payment of the Subscription Fees for the next billing period, for a further period of time the same duration as the previous one.
13.3 Termination by Subscriber. The Customer may terminate this Agreement for convenience by providing 30 days’ written notice to Harrap ICT. The Subscriber will still need to pay all Subscription Fees up to and including the day of termination.
13.4 Termination by Harrap ICT. We may terminate this Agreement by providing 30 days’ written notice to the Subscriber. We may alternatively terminate or suspend your Subscription or access to Data immediately under the following circumstances:
13.5 Effect of Termination. Upon termination, the Customer will immediately cease all use of the Services. Harrap ICT will archive the Subscription.
13.6 Refunds. No refund of the Subscription Fees is due upon termination of this Agreement.
14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws England and Wales, without regard to its conflict of law principles.
14.2 Dispute Resolution. Any disputes arising out of or in connection with this Agreement, which cannot first be resolved by direct communication between Harrap ICT employees and the Subscriber or Authorised Users, shall be resolved by binding arbitration under the rules of the jurisdiction of the Harrap ICT contracting entity, or in small claims court, instead of in courts of general jurisdiction.
14.3 Entire Agreement. This Agreement, including all exhibits and documents incorporated by reference, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements.
14.4 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
14.5 Force Majeure Event. Harrap ICT shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by any Force Majeure Event or any failure by the Customer to perform a dependency in a timely and efficient manner (including access to people, premises, systems or Data), provided that the Customer is notified of such an event and its expected duration if capable of being reasonably known.
14.6 Embargo & Sanctions: You are prohibited from using our Services in violation of any applicable export or trade embargo regulations, or if you are a sanctioned person. You promise that you’re not located in a sanctioned country and are not on a sanctioned persons list
14.7: Subject matter: Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
14.8 Third parties: This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) and the parties shall not require the consent of any third party to vary or rescind this Agreement.
14.9. Notices: Any notices we send to you will be sent to the email address you have provided through your Subscription. Any notices sent to Harrap ICT must be sent to legal@harrap.it.
14.10. Relationship between the parties: These terms do not create a partnership, joint venture, employment, or agency relationship between you and us, or between you and any other Subscriber or Authorised User.
14.11. Transfer of these terms: Harrap ICT may assign these terms, or any of its rights or obligations under these terms, to another entity at its discretion.
14.12. Variation of these terms: These terms may change from time to time. Changes won’t apply retrospectively, and Harrap ICT will endeavour to let you know of upcoming material changes with reasonable notice via email, system notifications or other methods. If Harrap ICT determines, in its reasonable sole discretion, that a change is not material, we may not provide notice to you. If you find any modified term unacceptable, you may terminate your Subscription by providing the standard advance notice to Harrap ICT. By continuing to use the Services after the Effective Date of any modification to this Agreement, you agree to be bound by the updated terms.