1. Licence

• 1.1 Provided that you agree to and comply with the terms of this agreement, we grant you a temporary, non-exclusive, non-transferable and non-sub-licensable licence to access and use the sandbox on a trial basis, for the term of this agreement, solely for the purposes of evaluating and testing the sandbox and not for any commercial use.

2. Restrictions on use

• 2.1 When using the sandbox in line with this agreement, you agree that you will:

  • 2.1.1 not permit any third party to access the sandbox using your credentials and maintain adequate security measures to prevent unauthorised access and use by any person;

  • 2.1.2 notify Griffin as soon as you become aware of any unauthorised access or use of the sandbox by any person;

  • 2.1.3 not interfere or attempt to interfere with the proper working of the sandbox, disrupt the sandbox, or any gain or attempt to gain unauthorised access to any computer system or network connected to the sandbox;

  • 2.1.4 reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the sandbox, except as might be allowed by any applicable law; and

  • 2.1.5 not take any action which imposes an unreasonable or disproportionately large load on the sandbox's infrastructure.

• 2.2 You agree to inform your employees, agents, and contractors who use the sandbox, of the terms of this agreement, and you will be responsible for their compliance with the terms of this agreement.

3. Data security

• 3.1 You agree and understand that:

  • 3.1.1 the sandbox is provided on a trial basis for use only with test data;

  • 3.1.2 the sandbox is not suitable for uploading, hosting or processing any confidential information or personal data (as defined in data protection laws) and you will not upload any confidential information or personal data to the sandbox;

  • 3.1.3 your use of the sandbox will not in any circumstances result in Griffin becoming a data processor on your behalf for the purposes of the applicable data protection laws;

  • 3.1.4 if you upload confidential or personal data to the sandbox in contravention of clause 3.1. of this agreement, Griffin accepts no responsibility or liability that may arise as a result;

  • 3.1.5 we accept no responsibility or liability for any breach of security or technical issue leading to the accidental or unlawful destruction, loss, alteration of that data, or any unauthorised disclosure of or access to that data; and

  • 3.1.6 we are not obliged to assist you with extracting or recovering your data from the sandbox at any point during or after the term of the agreement.

• 3.2 You will indemnify Griffin against any and all losses, including administrative fines, which Griffin incurs or suffers arising out of or in connection with any claim, proceedings or enforcement action made in connection with any breach by you of clause 3.1.

4. Support

• 4.1 We will use reasonable efforts to provide you with support for the sandbox during standard business hours on banking days. That said, as the sandbox is provided free of charge for testing purposes only and not for commercial use, we do not give any service level guarantee for support.

5. Disclaimer

• 5.1 You acknowledge that the sandbox is provided on a trial basis and that it may contain bugs and errors, experience disruptions, and not operate as intended. Accordingly, you acknowledge and agree that we do not give any condition, warranty or representation and do not accept any liability (whether under contract, tort, in negligence or otherwise) in relation to the sandbox or the consequences of its use.

• 5.2 To the maximum extent permitted by law, Griffin disclaims any and all representations, conditions and warranties - whether express or implied by statute or common law or otherwise - including any such representations, conditions and warranties that the sandbox is or will be fit for a particular purpose, provided with reasonable care and skill or non-infringing.

6. Limitation of liability

• 6.1 Griffin does not exclude or limit liability for (i) fraud or fraudulent misrepresentation; (ii) death or personal injury caused by negligence; or (iii) any other liability which may not be excluded by law.

• 6.2 Subject to clause 6.1, Griffin will not in any circumstances be liable whether contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, for any:

  • 6.2.1 loss of profits, loss of business, depletion of goodwill, and/or similar losses (direct or indirect);

  • 6.2.2 loss or corruption of data or information; or

  • 6.2.3 special, indirect or consequential loss costs, damages, charges or expenses.

• 6.3 Subject to clause 6.1, Griffin's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising under or in connection with this agreement or the use of the sandbox will never exceed the sum of £10. You acknowledge and agree that this is fair and reasonable on the basis that the sandbox is provided free of charge for testing and evaluation purposes only and not for commercial use.

7. Intellectual property rights

• 7.1 You agree that all intellectual property rights in the sandbox are, and will remain, the property of Griffin or its licensors. You agree that you have no rights in or to the sandbox other than the limited and temporary right to access and use it, in accordance with this agreement.

8. Confidentiality

• 8.1 You acknowledge and agree that the sandbox and all proprietary technology, know-how, and documentation related to it, constitute confidential proprietary information of Griffin. You will not disclose to any person or entity any information about the sandbox or any part of Griffin's confidential information that is provided to you or that you otherwise become aware of. You may only disclose such information on a need-to-know basis to your employees, who are also obliged to keep such information confidential.

• 8.2 Your obligation to maintain the confidentiality of such information does not apply to information which:

  • 8.2.1 was known to you before receiving such information;

  • 8.2.2 is in the public domain, not as a result of a breach by you of this clause; or

  • 8.2.3 is received from a third party who was legally entitled to make an unrestricted disclosure.

9. Term and termination

• 9.1 This agreement and the licence granted under it will continue until terminated by either party under this clause 9 or clause 11.2.

• 9.2 Either party may terminate this agreement at any time with seven days' prior written notice.

• 9.3 Either party may terminate this agreement at any time by giving notice in writing to the other party if:

  • 9.3.1 the other party commits a material breach of this agreement and such breach is not remediable; or

  • 9.3.2 the other party commits a material breach of this agreement which is not remedied within seven days.

• 9.4 Any breach by you of clause 2 or 8 is considered a material non-remediable breach of this agreement.

10. Consequences of termination

• 10.1 If this agreement is terminated or expires for any reason, the licence and rights granted under it by Griffin are immediately withdrawn and you must cease access to and use of the sandbox.

• 10.2 Termination or expiry of this agreement does not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry.

• 10.3 Clauses 2, 3.2, 5, 6, 7 and 8 will survive the termination or expiry of this agreement.

11. General

• 11.1 This agreement constitutes the entire agreement between you and us and supersedes all previous written and/or oral agreements, understandings, and arrangements regarding the sandbox. Each party acknowledges that it has not entered into this agreement in reliance on any representation or warranty that is not explicitly covered by the agreement, and will have no remedies in respect of the same. Nothing in this agreement will limit or exclude any liability for fraud.

• 11.2 We may need to make changes to this agreement from time to time. Where this is the case we will notify you by email at least 28 days before the changes take effect. If you do not agree to the changes you may terminate this agreement by giving us written notice before they take effect. Once this agreement is terminated, the consequences of termination set out in clause 10 will apply. If we do not hear from you before the changes take effect, you will be treated as accepting the changes.

• 11.3 You will not assign, sub-license or deal in any way with any of your rights or obligations under this agreement without our prior written consent.

• 11.4 not partners, nor principal and agent, nor employer and employee, nor in any other relationship of trust to each other.

• 11.5 A person who is not a party to this agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.

• 11.6 If any clause or part of a clause of this agreement is or becomes illegal, invalid or unenforceable under applicable laws, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified, the relevant clause will apply with whatever deletions or modifications are required to make it legal, valid, and enforceable.

• 11.7 Unless otherwise expressly agreed, no delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

• 11.8 Notice given under this agreement must be in writing and delivered by email. Notice is deemed to have been received when the email is sent.

12. Governing law and jurisdiction

• 12.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by and construed according to the laws of England and Wales.

• 12.2 Both parties agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation.