TERMS AND CONDITIONS FOR USE OF THE IKORDO SERVICE

You must read these Terms and Conditions BEFORE clicking either the 'Sign-Up' or 'Download' button.

1. These Terms and Conditions apply to your use and, where applicable, downloading of the Software.
2. In these Terms and Conditions, except where the context otherwise requires, the following definitions apply, and shall be treated as incorporating both genders, corporations, bodies corporate, unincorporated associations and partnerships, the singular and the plural as may be appropriate:

   "Agreement"	These Terms and Conditions, the Privacy Policy (www.ikordo.com/privacy.cfm) and any other document or information expressly referred to in these Terms and Conditions;
   "Application"	The components of the Software that can be downloaded onto your CPU and which will operate in conjunction with Microsoft Outlook;
   "Confidential Information"	All information supplied by one party to the other which the disclosing party identifies as confidential or which relates to the disclosing party's business or financial affairs, and any Log In details;
   "ikordo Service"	The meeting scheduling service offered by Volutio;
   "Intellectual Property Rights"	All copyright, database rights, trademarks, patent rights, design rights and other world-wide intellectual property rights whether registered or not and including the right to register or defend such rights;
   "Log In"	The password and log in details to be provided by Volutio to you which are necessary for you to access or use the Software;
   "Software"	The software known as ikordo, together with any and all future releases and versions of the same, used to provide the ikordo Service which Volutio owns or is authorised to use and sub-licence, and any modifications, new releases, versions or patches to that software issued from time to time;
   "Terms and Conditions"	These terms and conditions;
   "Territory"	The United Kingdom;
   "Virus"	Any malicious computer code, back door, time bomb, drop dead service or other software routine designed to disable a computer program (either automatically with the passage of time or under the control of a person other than the computer's authorised user) or a Trojan horse, worm or other software routine designed to permit unauthorised access or to disable, erase or to otherwise harm software, data or any computer or computer system;
   "Volutio"	Volutio Limited, a company registered in England whose registered office address is 2 Greenways Business Park, Chippenham, Wiltshire SN15 1BN and who is registered in England and Wales, company number 05042097;
   "Volutio Group"	Volutio and any subsidiary or holding company (as defined in section 736 of the Companies Act 1985) of Volutio or any subsidiary of such holding company or any other entity controlling or controlled by Volutio (where "control" is the right to appoint a majority of the board of directors of a company or where it has a right to exercise a dominant influence over a company by virtue of a contract or by anything in that company's constitution) and Volutio Group Company shall mean any one of them;
   "Website"	The website: http://www.ikordo.com; and
   "you"	An individual entering into this Agreement for the purpose of benefiting from the ikordo Service (and "you" and "yours" shall be construed accordingly).

3. Upon clicking the 'Sign-Up' button below you will receive an email from Volutio, which will confirm your acceptance of this Agreement by following the link to an activation page on the Website. Upon clicking this link, this Agreement will come into effect, free of charge, and shall remain in effect until terminated. In addition to the other termination rights under this Agreement, either party can terminate this Agreement immediately for any reason on written notice to expire at any time.
4. Upon clicking the 'Download' button for the Application, a dialogue box will appear on your screen with instructions on how to install the Software on your CPU. By installing the Application, this Agreement will come into effect, free of charge, and shall remain in effect until terminated. In addition to the other termination rights under this Agreement, either party can terminate this Agreement immediately for any reason on written notice to expire at any time.
5. Volutio may alter its pricing model and may charge a fee for all or any part of your access to or use of the Software. Volutio will notify you prior to any changes and you will be given the option of terminating this Agreement if you do not consent to any fees being charged. Volutio reserves the right to limit or terminate your access to or use of the Software if you have not consented to any fees being charged.
6. Subject to your compliance with each and every term of this Agreement, Volutio grants to you a non-exclusive, non-transferable, revocable, right to access over the Internet or download the software in connection with the ikordo Service, solely for your own business purposes.
7. Following your registration for the ikordo Service, Volutio will use all reasonable endeavours to enable you to utilise the Software in connection with the ikordo Service but shall not be liable for any reasonable delay in the provision of such access.
8. You must ensure that you understand and agree to be bound by these Terms and Conditions before you have access to or download the Software. You shall be fully responsible for any breach of these Terms and Conditions by you or any third party which gains access to use of the Software licensed to you. Without affecting its other rights and remedies, Volutio reserves the right to exclude you from accessing or using the Software where you are in breach of these Terms and Conditions.
9. It is your responsibility to ensure that you have a suitable internet service provider and that you have the hardware, telecommunications lines and software necessary to access or use of the Software as instructed by Volutio from time to time. Volutio takes no responsibility for the performance or cost of any such hardware, telecommunications lines, software or Internet service provider, or for the performance or availability of the Internet itself. You agree, and Volutio assumes, that you will ensure that you have taken adequate measures to protect your hardware, telecommunication lines and software against Viruses.
10. You warrant and agree that you will only use the Software in connection with the ikordo Service and any express instruction of Volutio or the licensors of the Software. You acknowledge that the Volutio Group has no liability in respect of any use of the Software that is not in connection with the ikordo Service.
11. You warrant and agree that you will:
    1. ensure that the Software is not used to send any unlawful, harassing, threatening, libellous, obscene, blasphemous, tortious, or otherwise objectionable content, or content that infringes or may infringe the Intellectual Property Rights or other rights of any third party and shall ensure that it is at all times only used in accordance with all applicable laws and advertising practices;
    2. keep all Log Ins confidential and follow any security instructions issued by Volutio from time to time and will immediately notify Volutio if you become aware of any unauthorised use of the Log In or circumstances which give rise to a risk of such unauthorised use;
    3. comply with any data protection legislation or other law, regulation or order which may be applicable to your use of the Software;
    4. use the Software only for your own business purposes and will not operate it on behalf of any third party or sub-licence it;
    5. not reverse engineer, de-compile or disassemble the Software except to the extent that is permitted by law;
    6. not adapt, modify, revise, improve, upgrade, enhance or create derivative works of the Software;
    7. except for proper use of the Software in connection with the ikordo Service, not access or interfere with any programs or data of Volutio or any of its other customers; and
    8. use your best endeavours to ensure that you do not import any virus into the Software or Volutio's computer systems.
12. Volutio warrants that the Software will perform, in all material respects, the functions set out in the description of the ikordo Service on the Website. The Volutio Group does not accept any responsibility for the Software being fit for the purpose for which you are accessing it.
13. You acknowledge that it is technically impossible to guarantee an uninterrupted or fault free access to or use of the Software or to other services provided via the Internet under this Agreement. Although Volutio will use reasonable endeavours to keep the Software and other services available and to correct material errors in the Software, no guarantees, representations or warranties are given about the availability of the Software or error correction. Volutio reserves the right to upgrade or amend the Software from time to time during the course of this Agreement.
14. Volutio and/or its licensors will at all times, both during and after the Term, retain ownership of all Intellectual Property Rights in all Software, Log Ins, the Application, the Website and anything created by the Volutio Group or on its behalf and you acknowledge and agree that you will, at no time, obtain any Intellectual Property Rights in any of the same.
15. You shall fully and promptly indemnify Volutio and any Volutio Group Company (as the case may be) and keep them indemnified from and against all actions, claims, losses, liabilities, damages, costs and expenses (including legal costs) whatsoever which any of them may suffer or incur caused by or arising out of any infringement of third party Intellectual Property Rights, or as a result of any act, omission, default or negligence breach of contract, or breach of statute on your part or that of your agents or third parties to whom you have knowingly supplied your Log In details.
16. Volutio will, during the Term, indemnify and hold you harmless against any proven claim by a third party that the Software delivered by Volutio infringes any Intellectual Property Right subsisting in the Territory of such third party and shall pay all costs losses, damages, expenses and legal costs incurred or suffered by you as a direct result of such Claim ("Claim"). In the event of such Claims, Volutio may, at its option:
    1. obtain the necessary licence from the third party claiming the Intellectual Property Right infringement; or
    2. amend the Software so it does not infringe the third party Intellectual Property Right; or
    3. terminate this Agreement.
    The above indemnity is subject always to:
    4. you promptly informing Volutio of any Claim;
    5. you take all steps necessary to mitigate your and Volutio's losses;
    6. you refrain from making any statement or admission of liability; and
    7. the Volutio Group having the right to defend and settle the Claim at its own expense.
    Volutio's total liability in respect of any Claim shall be £500,000.
17. Nothing in this Agreement shall serve to limit or exclude Volutio's liability for death or personal injury caused by Volutio's negligence. The total liability of Volutio to you in connection with all claims or series of claims arising under this Agreement (excluding the limit on liability under clause 15) whether in contract, tort (including, without limitation, negligence) or howsoever is limited to any monthly subscription fee that may be payable under this Agreement, or £50,whichever is greater. In any event, Volutio has no liability to you whether in contract, tort (including, without limitation, negligence) or howsoever, for loss of revenue, profit, anticipated cost saving, goodwill, loss of contract, loss of or damage to your information or data or any other indirect or consequential loss or damage. You undertake to take all steps necessary to mitigate any loss arising in connection with this Agreement.
18. Each provision of this Agreement, excluding or limiting liability, operates separately. If any part is held by a court to be unreasonable or inapplicable, the other parts will continue to apply.
19. The parties agree to keep the Confidential Information of the other party confidential and both parties agree not to disclose it or otherwise make it available to any person other than in the normal use of business or to professional advisers as required by law except where the Confidential Information comes into the public domain other than as a result of a breach of this Agreement by you. This clause 18 will remain in effect for 5 years after termination of this Agreement.
20. Volutio or any Volutio Group Company may suspend this Agreement and the licence granted under it if you are in breach of any of the provisions of this Agreement, without prejudice to any right or remedies you are entitled to hereunder or at law.
21. Without prejudice to any other rights that either party may have under this Agreement or at law, either party may terminate this Agreement immediately by written notice to the other if:
    1. the other party commits a material breach of any of the Terms and Conditions provided that where such breach is capable of remedy the party in default has been advised in writing of the breach and has not rectified it within 30 days of receipt of such advice; and/or
    2. the other party is unable to pay its debts as they become due, makes any voluntary arrangement with its creditors or becomes bankrupt, insolvent or the subject of a re-organisation, re-construction, dissolution, administration order or has a receiver, manager or administrative receiver appointed over its assets or any part of its business or has a winding-up order made against it or goes into liquidation or if anything having a substantially similar effect to such events occurs.
22. Upon termination you will cease to use the Software, delete the Application from your CPU and will destroy or erase the Log In.
23. Notwithstanding anything contained in this Agreement, if total or partial performance hereof is delayed or rendered impossible for Volutio by virtue of any reason whatsoever beyond its reasonable control then such non performance will be deemed not to constitute a breach by Volutio of this Agreement and Volutio shall not be liable for any loss or damage which you may suffer as a result.
24. Other than in the case of any claim or proceedings based upon fraud, this Agreement represents the entire agreement between the parties relating to its subject matter, and supersedes all non-fraudulent prior agreements, discussions, correspondence and communication, representations and/or warranties.
25. This Agreement sets out the full agreement of the parties and therefore, to the maximum extent permitted by law, all implied conditions, warranties, terms and undertakings, by law or otherwise in respect of the subject matter of this Agreement are hereby excluded.
26. Time is not of the essence as regards the obligations of Volutio under this Agreement.
27. Where any part of this Agreement is held invalid, illegal, ambiguous or unenforceable such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. You may not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder nor sub licence or sub contract this Agreement.
28. You may not vary or amend any of this Agreement without the prior written consent of Volutio.
29. Any Volutio Group Company who is given any rights or benefits under this agreement shall be entitled to enforce those rights or benefits against you in accordance with the UK Contracts (Rights of Third Parties) Act 1999 (the "Act"). Save as provided in the previous sentence, the operation of the Act is hereby excluded.
30. This Agreement shall be governed by the laws of England and each party hereby submits to the exclusive jurisdiction of the courts of England and Wales.
31. If you would like to request a paper copy of this Agreement, please contact Volutio at support@volutio.com