Please read these Terms & Conditions (“Terms”) carefully. If you electronically accept these Terms, or otherwise use Strategic Blue Services Limited (“Strategic Blue”) services or software (if any) (collectively, the “Service”), you agree to be bound by all of these Terms (the “Agreement”) as a legally binding agreement between you and Strategic Blue, except where there is a direct conflict between these terms and any other contract (“Contract”) in force between you and Strategic Blue, in which case the Contract shall take precedence solely with respect to that conflict. If you do not accept the Terms, you are not permitted to use the Service. If you are entering this Agreement as an employee or representative of your employer, you represent and warrant that you have full authority to bind said employer or other legal entity to these Terms and the term “you” includes your employer and any other party on whose behalf you act. If you do not agree to comply with and be bound by these Terms, or do not have authority to bind your employer or other legal entity, please do not accept these Terms or access or use the Service. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. If you provide or may provide a service similar to the Service provided by Strategic Blue, you are strictly prohibited from entering into this Agreement.
Our Service: Strategic Blue offers a broad range of financial cloud brokerage services, including for example the Blue Review, described at www.strategic-blue.com . For the convenience of our clients, we provide a client portal as an electronic means of exchanging information.
Provision of Service: This Agreement describes the terms and conditions upon which Strategic Blue will provide the Service to you. Subject to your payment of the applicable fee and your compliance with this Agreement, Strategic Blue will provide the Service to you as described herein. In order to use the Service, you will be issued an individual username and password. You must safeguard your username and password and keep them confidential, and you will be responsible for any use of the Service by means of your username and password.
Similar Services: Notwithstanding any provision contained in this Agreement, in the event that you compete with or provide services similar to the Services of Strategic Blue Services, you are strictly forbidden to enter into this Agreement.
Software License: Strategic Blue grants you a non-exclusive, non-transferable license to use the accompanying software documentation (“Documentation”) in connection with your use of the Software. You acquire no right, title, or interest to the Software or Documentation except the limited license described in this paragraph.
Limited Access to your Cloud: By entering into this Agreement, where you choose to provide the means for Strategic Blue to have Read Only access your cloud account(s) (“Your Cloud”) via the Internet for the purposes of providing aspects of the Service to you, you represent and warrant that you have the right to grant such access to Strategic Blue.
Access to Your Data: In providing aspects of the Service to you, Strategic Blue may collect and analyse data (“Client Data”) from Your Cloud that relates to the pricing and billing of Your Cloud, together with any tags that may be found in the same files. Where read only access is granted to any files stored on Your Cloud, Strategic Blue will only collect and analyse data in files generated by your cloud provider. Any other files are expressly excluded from Client Data, and Strategic Blue has no rights to view, collect or analyse any data found in such files.
Use of Your Data: Strategic Blue undertakes to keep Client Data confidential, use it only to deliver the Service to you, and not disclose it to any third party except Strategic Blue employees and contractors who have entered into binding agreements with Strategic Blue that contain non-disclosure obligations no less onerous than those herein.
Aggregated Data: Strategic Blue may aggregate Client Data with data from other Strategic Blue clients and third parties to create aggregated data that does not identify any individual client or the metrics or information pertaining to any individual client (“Aggregated Data”). Strategic Blue will own all rights to Aggregated Data, and has the irrevocable right to maintain, store, use and disclose Aggregated Data.
Feedback: If upon request by Strategic Blue, you provide feedback to Strategic Blue relating to any aspect of our Services, you consent to our collection and use of such feedback.
Partners: Where you were introduced to Strategic Blue by a third party partner of Strategic Blue (“Partner”), unless you notify Strategic Blue to the contrary, you consent to Strategic Blue sharing your Client Data with that Partner, where applicable, for the purposes of delivering our Services to you.
Intellectual Property: Strategic Blue owns and will retain all right, title and interest, including without limitation all copyright, trademarks, trade secret, patent and other proprietary rights, in and to the Service, Software, Documentation and Aggregated Data (the “Strategic Blue IP”).
Confidentiality: You shall keep confidential and not disclose, sell, lease, transfer, sublicense, dispose of, or otherwise make available the Strategic Blue IP or any portion thereof, to any third party other than your employees or contractors who need access to the Strategic Blue IP in order to use the Service.
Limited Support: Strategic Blue may, in its discretion, provide you with reasonable assistance through its email help address at [email protected] Except for any such assistance, the Service does not include any implementation, helpdesk, support or maintenance services with respect to the Software, nor to any bug fixes, error corrections, updates, upgrades or new versions of the Software. The assistance provided by Strategic Blue is not bound to any SLAs.
Fees: Your access to and use of the Service is subject to your timely payment in full of any applicable fees outlined in a Strategic Blue proposal accepted by you (for example by issuing a purchase order).
Disclaimer: You acknowledge that no part of the Service includes the implementation of any actions or decisions on your behalf and you are solely responsible for taking or not taking actions or decisions arising out of or in connection with the Service as well as for the consequences thereof.
Delivery As Is: Whilst Strategic Blue makes reasonable commercial endeavours to deliver the Services to the best of its ability, Strategic Blue provides the Service and software to you “as is” and without warranty of any kind, express, statutory, implied or otherwise, including without limitation any warranty of merchantability, fitness for a particular purpose, or non-infringement.
Limitation of Warranty: Strategic Blue does not warrant that the Service will be error free (whether as a result of our own errors, or those resulting from Client Data provided by your Cloud provider), or that errors will be rectified on any given timescale. Strategic Blue does not offer a warranty or make any representation regarding any information, results, or advice that you obtain through the Service, and you may not rely on any such information or advice. In no event shall Strategic Blue be liable for any breach of this Agreement to the extent such breach is outside its reasonable control.
Limitation of Liability: In no event shall Strategic Blue or its licensors and any of the respective shareholders, directors, officers, employees, agents or other affiliates of Strategic Blue be liable to you for any special, consequential, incidental or indirect damages of any kind (including without limitation the cost of cover, damages arising from loss of data, use, profits or goodwill), whether or not Strategic Blue has been advised of the possibility of such loss, however caused. Strategic Blue’s maximum liability arising out of this Agreement will not exceed the amount of the fees you have paid for the service provided under this Agreement.
Compliance with Laws: Each party shall comply with all applicable laws relating in any way to its performance of its obligations under this Agreement. You agree to comply fully with all applicable export laws and regulations in any jurisdiction to ensure that neither the Service nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
Governing Law: This Agreement and any non-contractual obligations arising from or connected with this Agreement will be governed by and construed in accordance with English law and each party to this Agreement submits to the exclusive jurisdiction of the English courts. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (LCIA) Rules, which Rules are deemed to be incorporated by reference into this clause. The Parties consent to the exclusive jurisdiction and venue of such courts and irrevocably waive any objections thereto.
Assignment: You may not assign this Agreement or any right or license hereunder without the prior written consent of Strategic Blue.
Enforceability: Failure to comply with any terms of this Agreement shall be deemed a material breach of this Agreement and Strategic Blue reserves the right to take any and all necessary legal actions to enforce its rights according to this Agreement. In the event any term of this Agreement is held by a court of competent jurisdiction not to be enforceable, the remaining terms shall survive and be enforced to the maximum extent permissible by law. No waiver of any right or obligation contained herein shall be given except in writing signed by the party against whom the waiver is sought to be enforced.
Complete Agreement: This Agreement (together with any other Contract in force between you and Strategic Blue) constitutes the entire agreement between you and Strategic Blue in relation to the Service, and supersedes all proposals, oral or written, all negotiations, conversations, discussions and all past course of dealing between you and Strategic Blue relating to the Service.