Data Upload Terms and Conditions

Renishaw plc ("Renishaw")

Effective from 01/05/2018

You need to have a registered MyRenishaw account with valid security permissions in order to access and use Data Upload.

In these terms and conditions, “we” or “us” or “our” means Renishaw and “you” or “your” means both: (1) the registered MyRenishaw account holder (who has been given the necessary valid security permissions in order to have access to Data Upload and) who accepts these terms and conditions by ticking the “accept” box on Data Upload prior to uploading any document, file or information via Data Upload; and (2) the employer of the registered MyRenishaw account holder, where the account holder is using Data Upload during the course of his or her employment.

1. All access and use subject to these terms and conditions

1.1 Data Upload is operated by Renishaw. Your use of Data Upload is subject to these terms and conditions as well as the MyRenishaw Account Terms and Conditions and to any other notices on either Data Upload or MyRenishaw generally, which operate in addition. If there is any conflict between these terms and conditions, the MyRenishaw Account Terms and Conditions, or any notices, these terms and conditions shall take precedence.

2. Authorised Access

2.1 Access to Data Upload is solely restricted to named persons authorised by Renishaw. The grant of authorised access to Data Upload or any part of it is at our sole and absolute discretion and shall require: (i) a valid MyRenishaw account; and (ii) such security permissions as are required to allow access to Data Upload.

2.2 You cannot permit others to use your MyRenishaw account, or to upload information to Data Upload on your behalf, or transfer your right to use Data Upload to any third party without our prior written consent.

2.3 If you are provided with a password or any other piece of information as part of our security permissions, you must treat such information as confidential.

2.4 We reserve the right, at any time for any reason, to remove you from the authorised list of users for any part of Data Upload. In the event that, for whatsoever reason, your MyRenishaw account is suspended or terminated, access to Data Upload shall automatically end.

3. User conduct

3.1 You must use Data Upload only for lawful purposes and in a manner that does not infringe the rights of, or restrict or inhibit the use of, Data Upload by any other persons.

3.2 You must ensure that any document, file or information which you upload via Data Upload does not contravene any applicable law, including but not limited to export control laws and regulations or contravene any person's legal rights.

3.3 You must not import, upload, post, transmit, distribute via Data Upload any document, file or information: (a) in which you do not own (or have a licence of) the intellectual property rights; (b) which contains material which (in our reasonable opinion) is threatening, abusive, libellous or defamatory, pornographic or otherwise obscene, or racially or ethnically or otherwise objectionable; (c) which restricts or inhibits or is reasonably likely to restrict or inhibit any other user from using Data Upload; (d) which contains misleading or false statements of fact regarding our or your products; or (e) which you reasonably suspect or know contains a virus, Trojan horse, worm, time bomb, corrupted file or other similar material (“Virus”) that is malicious or technologically harmful.

3.4 You are responsible for configuring your information technology, computer programmes and platform to access Data Upload.

3.5 You shall use your own up to date virus protection software to scan any information, documents and/or files for Viruses prior to uploading via Data Upload.

3.6 We reserve the right to remove any material that we deem to breach the requirements of these terms and conditions.

3.7 We may monitor your Data Upload account use at any time, and may keep records of your Data Upload use even after your account has been terminated by us or deleted by you.

3.8 You are solely responsible for securing and backing up the information, documents and/or files that you upload to Data Upload. Data Upload is not designed as a document storage system (see paragraph 4.2 below).

3.9 Any attempt or use of Data Upload for the service of any notice relating to any contractual agreement between you and us (by uploading such notice via Data Upload) shall not be deemed to be valid service.

4. Disclaimers

4.1 Whilst we will take such reasonable steps as are appropriate in the circumstances to ensure that no unauthorised access is given to the information, documents and/or files uploaded via Data Upload, we cannot guarantee that unauthorised persons will not be able to access anything that is uploaded.

4.2 Data Upload is intended solely for the purposes of providing a mechanism for the uploading of information, documents and/or files for the purposes of diagnostic analysis by us. As such, we cannot be required under any circumstances to return information, documents and/or files to you once uploaded via Data Upload and you are encouraged to keep copies of any uploaded information, documents and/or files.

4.3 We are not responsible for the content of information, documents and/or files uploaded via Data Upload by any persons.

4.4 We shall be under no duty to retain information, documents and/or files uploaded via Data Upload and shall be entitled to delete these at our sole and absolute discretion.

5. Operation and downtime

5.1 Data Upload is made available to you free of charge.

5.2 We do not guarantee that Data Upload will always be available, uninterrupted or fault free. The Data Upload may from time to time require periods of downtime (when it will not be available for use) for the purposes of repair, maintenance or upgrading. We may also suspend, withdraw or restrict the availability of all or any part of Data Upload for business or operational reasons. We will always try to give you reasonable notice of any suspension or withdrawal and in the case of any suspension will use reasonable efforts to minimise any periods during which it is not available.

6. Intellectual property rights

We are the owner (or the licensee) of all intellectual property rights in Data Upload, including, but not limited to all copyright in the software that runs it. You must not modify, download, distribute or decompile this software without our express written consent.

7. Exclusion of warranties and liabilities

7.1 ANY WARRANTIES, WHICH WOULD OTHERWISE BE IMPLIED BY LAW, INCLUDING, WITHOUT LIMITATION, WARRANTIES AS TO SATISFACTORY QUALITY, FITNESS FOR PURPOSE OR SKILL AND CARE, ARE HEREBY EXCLUDED, AND ALL DATA TRANSFER SERVICES ON DATA UPLOAD ARE PROVIDED “AS IS”.

7.2 SUBJECT TO PARAGRAPH 7.3, WE EXCLUDE ALL LIABILITY ARISING OUT OF OR IN CONNECTION WITH DATA UPLOAD, WHETHER ARISING FROM TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR STATUTORY DUTY OR OTHERWISE, INCLUDING ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE AND ANY: (a) LOSS OF GOODWILL, BUSINESS OPPORTUNITY, REPUTATION, OR ANTICIPATED SAVINGS, (b) LOSS OF DATA; OR (c) LOSS OF PROFITS.

7.3 Nothing in these terms and conditions excludes or limits our liability for fraud or for death or personal injury arising out of our negligence, or any other matter that cannot be limited or excluded by law.

8. Changes to the Data Upload and these terms and conditions

We reserve the right to alter, update or close all or any part of Data Upload at any time and to change these terms and conditions. If we do change these terms and conditions, we will post a notice of the changes on Data Upload and such changes shall take effect from the next time you upload any information, documents and/or files via Data Upload.

9. Governing law

9.1 These terms and conditions and any claim or dispute arising from or in connection with Data Upload (including non-contractual disputes and claims) (“Disputes”) shall be governed by and interpreted in accordance with English law and the Parties irrevocably agree that all Disputes will be subject to the exclusive jurisdiction of the English Courts.

9.2 If any of these terms or conditions should be determined to be illegal, invalid or otherwise unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant term or part-term shall be deemed severed and deleted. Any modification or deletion shall not affect the validity and enforceability of the remaining terms and conditions.

9.3 No failure or delay by us in exercising any rights under these terms and conditions shall constitute a waiver by us, or prevent any other or further exercise of rights under these terms and conditions.