Terms and Conditions
Where these terms conflict with any written contract between yourself and Cordero, the Terms shall take precedence.
These Terms are binding on any use of the Service and apply to You in relation to your use of the Service. If you do not agree to these Terms, then you must stop using the Services immediately.
Cordero may enhance the Service from time to time, partly based upon user feedback. Furthermore, Cordero reserves the right to change these terms at any time, effective upon the posting of such modified terms, and Cordero shall make every effort to communicate such changes to You via email or notification via the Website. It is Your obligation to ensure that You have read, understood and agree to the most recent terms available on the Website.
By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.
"Confidential Information" includes all information exchanged between the parties to these Terms, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
"Data" means any data inputted by You or with Your authority into the Website.
"Intellectual Property Right" means any patent, trade mark, service mark, copyright, database right, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
"Invited User" means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time. Invited Users will include staff (full time and casual) employed by the Subscriber’s company as well as any person or organisation to whom the Subscriber provides services.
"Cordero" means Cripps Barn Group Limited incorporated and registered in England and Wales with company number 06521845 and whose registered office is at Cripps Barn, Fosscross Lane, Bibury, Cirencester, GL7 5BA.
"Service" means the event management platform and services made available (as may be changed or updated from time to time by Cordero) via the Website.
"Service Fee" means the monthly fee (excluding any taxes and duties) payable by the Subscriber.
"Subscriber" means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
“Virus” means any thing or device (including any software, code, file or programme) 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 programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme 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" means the Internet site at the domain cordero.cloud or any other site operated by Cordero.
"You" means the Subscriber, and where the context permits, an Invited User. "Your" has a corresponding meaning.
USE OF SOFTWARE
2.1 Cordero grants You a non-exclusive, non-transferable, limited licence to access and use the Service via the Website with the particular user roles available to You according to Your subscription type.
Where applicable, You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:
(a) the Subscriber determines who is an Invited User and what level of user role, access to the relevant organisation and Service that Invited User has;
(b) the Subscriber is responsible for all Invited Users’ use of the Service;
(c) the Subscriber controls each Invited User’s level of access to the relevant organisation and Service at all times and may revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be; and
(d) if there is any dispute between a Subscriber and an Invited User regarding access to any organisation or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.
2.2 Cordero may restrict any access as it deems reasonably necessary.
2.3 For the purpose of the Data Protection Act 1998 and the General Data Protection Regulations, You are the data controller, the data processor is Cordero.
3 YOUR OBLIGATIONSPayment obligations:
3.1 An invoice for the Service Fee will be issued each month starting one month from the date You added Your first event to Your Cordero account. All invoices will include the Service Fee for the preceding period of use. Cordero will continue invoicing You monthly until these Terms are terminated in accordance with clause 8.
3.2 All Cordero invoices will be sent to You, or to a billing contact whose details are provided by You, by email. You must pay or arrange payment of all amounts specified in any invoice by the due date for payment and are payable within 10 days of the invoice date. You are responsible for payment of all taxes and duties in addition to the Service Fee.Preferential pricing or discounts:
3.3 You may from time to time be offered preferential pricing or discounts for the Service Fees as a result of the number of events or organisations that You have added to the Service or that have been added with Your authority or as a result of Your use of the Service ('Organisations'). Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Service Fees in relation to all of Your Organisations. Without prejudice to any other rights that Cordero may have under these Terms or at law, Cordero reserves the right to render invoices for the full (non-discounted) Service Fees due or suspend or terminate Your use of the Service in respect of any or all of Your Organisations in the event that any invoices for those Service Fees are not paid in full by the due date for payment.General obligations:
3.4 You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Cordero or condition posted on the Website. You may use the Service and Website on behalf of others, as an Invited User, or in order to provide services to others but if You do so you must ensure that You are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of these Terms that apply to You.Access conditions:
3.5 You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Cordero of any unauthorised use of Your passwords or any other breach of security of which you become aware, following which Cordero will reset Your password. You will then be required to take all other actions that Cordero reasonably deems necessary to maintain or enhance the security of Cordero's computing systems and networks and Your access to the Services.
3.6 You must not:
(a) attempt to undermine the security or integrity of Cordero's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
(b) use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
(c) attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
(d) transmit, or input into the Website, any files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); or
(e) attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.Usage Limitations:
3.7 Use of the Service may be subject to limitations, including but not limited to the number of calls You are permitted to make against Cordero’s application programming interface.Communication Conditions:
3.8 As a condition of these Terms, if You use any communication tools available through the Website (such as the file portal or message centre), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): unsolicited commercial e-mail, files that may damage any other person's computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).
3.9 When You make any communication on the Website, You represent that You are permitted to make such communication. Cordero is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based system, You must exercise caution when using the communication tools available on the Website. Where Cordero moderates the communication tools, Cordero does reserve the right to remove any communication at any time in its sole discretion.Indemnity:
3.10 You shall defend, indemnify and hold harmless Cordero against all claims, actions, proceedings, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Cordero, including (but not limited to) any costs relating to the recovery of any Service Fees that are due but have not been paid by You.
4 CONFIDENTIALITY AND PRIVACYConfidentiality:
4.1 Unless the relevant party has the prior written consent of the other or unless required to do so by law:
(a) Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
(b) Each party's obligations under this clause will survive termination of these Terms.
4.2 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by a third party.
4.3 The provisions of clauses 4.1 and 4.2 shall not apply to any information which:
(a) is or becomes public knowledge other than by a breach of this clause;
(b) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
(c) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
(d) is independently developed without access to the Confidential Information.Privacy:
5 INTELLECTUAL PROPERTYGeneral:
5.1 Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of Cordero.Ownership of Data:
5.2 Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data through the Website, is contingent on full payment of the Cordero Service Fee when due. You grant Cordero a licence to use, copy, transmit, store, and backup Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.Backup of Data:
5.3 You should maintain copies of all Data inputted into the Service. Cordero adheres to its best practice policies and procedures to prevent data loss, including a daily system data backup regime, but does not make any guarantees that there will be no loss of Data. Cordero, as far as permissible under relevant law, expressly excludes liability for any loss of Data no matter how caused.Third-party applications and your Data.
5.4 If You enable third-party applications for use in conjunction with the Services, You acknowledge that Cordero may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. Any contract entered into and any transaction completed via any third-party website is between You and the relevant third party, and not Cordero. Cordero shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers. Cordero does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.Analytics:
You authorise Cordero to use the Data, on an anonymised basis, to provide analytics related the usage of the Service.
6 WARRANTIES AND ACKNOWLEDGEMENTSAuthority:
6.1 You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.Acknowledgement:
6.2 You acknowledge that:
(a) You are authorised to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorised to use the Service. You are also authorised to access the processed information and Data that is made available to You through Your use of the Website and the Services.
(b) You will not access, store, distribute or transmit any Viruses, or any material during the course of Your use of the Services.
(c) Cordero has no responsibility to any person other than You and nothing in these Terms confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
(i) You are responsible for ensuring that You have the right to do so;
(ii) You are responsible for authorising any person who is given access to information or Data, and you agree that Cordero has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and
(iii) You will indemnify Cordero against any claims or loss relating to:
(1) Cordero's refusal to provide any person access to Your information or Data in accordance with these Terms; and
(2) Cordero’s making available information or Data to any person with Your authorisation.
(d) The provision of, access to, and use of, the Services is on an "as is " and “as available” basis and at Your own risk.
(e) Cordero does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Cordero is not in any way responsible for any such interference or prevention of Your access or use of the Services.
(f) Cordero is not Your event manager and use of the Services does not constitute the receipt of event management advice.
(g) It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
(h) You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).No warranties:
6.3 Cordero gives no warranty about the Service. Without limiting the foregoing, Cordero does not warrant that the Service will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.Consumer guarantees:
6.4 Where you are using the Services in the context of an employer, and not an employee, You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.
7 LIMITATION OF LIABILITY
7.1 To the maximum extent permitted by law, Cordero excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
7.2 If You suffer loss or damage as a result of Cordero's negligence or failure to comply with these Terms, any claim by You against Cordero arising from Cordero's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Service Fees paid by You in the previous 6 month period from the date of such losses, costs, or damages being incurred by You.
7.3 If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.
8 TERMINATIONPrepaid Subscriptions:
8.1 Cordero will not provide any refund for any remaining prepaid period for a prepaid Service Fee subscription.No-fault termination:
8.2 These Terms will continue for the period covered by the Service Fee paid or payable under clauses 3.1 and 3.2. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Service Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period. If You terminate these Terms You shall be liable to pay all relevant Service Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms.Breach:
8.3 If You:
(a) breach any of these Terms (including, without limitation, by non-payment of any Service Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
(b) breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clauses 3.5 and 3.6 or any payment of Service Fees that are more than 30 days overdue); or
(c) You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction.
8.4 Cordero may take any or all of the following actions, at its sole discretion:
(a) Terminate these Terms and Your use of the Services and the Website;
(b) Suspend for any definite or indefinite period, Your use of the Services and the Website;
(c) Suspend or terminate access to all or any Data.
(d) Take any of the actions in these sub-clauses 8.4(a), (b) and (c) in respect of any or all other persons whom You have authorised to have access to Your information or Data.
For the avoidance of doubt, and where relevant, if payment of any invoice for Service Fees due in relation to any of Your billing contacts, Billing Plans or any of Your Organisations (as defined at clause 3) is not made in full by the relevant due date, Cordero may: suspend or terminate Your use of the Service, the authority for all or any of Your Organisations to use the Service, or Your rights of access to all or any Data.Accrued Rights:
8.5 Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of these Terms You will:
(a) remain liable for any accrued charges and amounts which become due for payment before or after termination; and
(b) immediately cease to use the Services and the Website.Expiry or termination:
8.6 Clauses 3.1, 3.2, 3.9, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.
9 HELP DESKTechnical Problems:
9.1 In the case of technical problems, You must make all reasonable efforts to investigate and diagnose problems before contacting Cordero. If You still need technical help, please check the support provided online by Cordero on the Website or failing that email us at email@example.com.Service availability:
9.2 Whilst Cordero intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place.
9.3 If for any reason Cordero has to interrupt the Services for longer periods than Cordero would normally expect, Cordero will use reasonable endeavours to publish in advance details of such activity on the Website.
10 GENERALEntire agreement:
10.2 Failure to enforce any rights granted hereunder shall not constitute a waiver. No waiver will be effective unless made in writing.Delays:
10.3 Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay any monies due.No Assignment:
10.4 You may not assign or transfer any rights to any other person without Cordero's prior written consent.Governing law and jurisdiction:
10.5 In all situations these Terms are governed by the laws of England and Wales and You hereby submit to the exclusive jurisdiction of the courts of England and Wales for all disputes arising out of or in connection with these Terms.Severability:
10.6 If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of these Terms will be binding on the parties.Notices:
10.7 Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Cordero must be sent to firstname.lastname@example.org or to any other email address notified by email to You by Cordero. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.No partnership or agency:
10.8 These Terms do not intend or operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other 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).Rights of Third Parties:
10.9 A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
11.1 Refunds for purchases or recurring charges may be requested by contacting customer support.Should a refund be issued by Cordero for any reason, it will be credited solely to the payment method used in the original transaction. Cordero will not issue refunds by cash,