Terms of Use¶

By applying for a PyGrail Account you are agreeing to be bound by these Terms of Use.  Please read them carefully, and in particular clause 3 (User Content) and clause 6 (Warranties).  If you do not agree to any of the terms set out in these Terms of Use, then please do not apply for PyGrail Account.

1.    Definitions and Interpretation

1.1 Except to the extent expressly provided otherwise, in these Terms of Use and in a User Application:

1.2 In these Terms of Use, a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

1.3 The clause headings do not affect the interpretation of these Terms of Use.

1.4 In these Terms of Use, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

1.5 In case of an inconsistency or conflict between these Terms of Use and any provision in a User Application, the provision in the User Application prevails.

2.    pygrail.com Account

2.1 Macro People shall promptly provide to the User login details for the pygrail.com Site to enable the User to access and use the pygrail.com Account.

2.2 Macro People grants to the User a non-exclusive licence to access and use the pygrail.com Account for the User’s private, non-commercial purposes during the Term.

2.3 The licence granted by Macro People to the User under clause 2.2 is subject to the following:

(a) the User must not (without written approval) sub-license his or her right to access and use the pygrail.com Account to any third party, or use the pygrail.com Account to provide any commercial services or any other benefit to any third party; 

(b) the User shall use reasonable endeavours, including implementing reasonable security measures relating to his or her account access details, to ensure that no unauthorised person gains access to the pygrail.com Account;

(c) the User must not use the pygrail.com Account in any way that causes, or may cause, damage to the pygrail.com Site or which impairs or may impair the availability or accessibility of the pygrail.com Account; and

(d) the User must not use the pygrail.com Account:

(i) in any way that is unlawful, illegal, fraudulent or harmful; or

(ii) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

2.4 For the avoidance of doubt, the User has no right to access the software code (including object code, intermediate code and source code) of the pygrail.com Site, either during or after the Term.

3.    User Content

3.1 The User grants to Macro People a non-exclusive, perpetual, irrevocable, royalty-free licence:

(a) to copy, reproduce, store, distribute, publish, post, remove, export, adapt, edit, translate, and to create derivate works from, the User Content;

(b) to aggregate the User Content with content and other data provided by other users of the pygrail.com Site, and to provide such aggregated data to third parties on a commercial basis; and

(c) to authorise others to exercise the rights granted to Macro People under 3.1(a) and 3.1(b), including on a commercial basis, 

in each case throughout the world and in any form or media.

3.2 The User agrees that Macro People may:

(a) review and verify any User Content, or any other information transmitted or received via the User’s pygrail.com Account; and

(b) refuse to post, amend or delete any User Content, including where Macro People considers (in its absolute discretion) that the User or the User Content is in breach of any of the warranties set out in clause 6.2.

4.  Intellectual Property Rights

4.1 Nothing in these Terms of Use shall operate to assign or transfer any Intellectual Property Rights from either party to the other party.

4.2 All Intellectual Property Rights in all materials generated or otherwise created by Macro People, solely or jointly with any person, in the course of making the pygrail.com Account available to the User shall vest or remain vested in Macro People.

4.3 If Macro People reasonably determines, or any third party alleges, that the use of the pygrail.com Account by the User in accordance with these Terms of Use infringes any person's Intellectual Property Rights, Macro People may at its own cost and expense:

(a) modify the pygrail.com Account in such a way that they no longer infringe the relevant Intellectual Property Rights; or

(b) procure for the User the right to use the pygrail.com Account in accordance with these Terms of Use; or

(c) if neither of the options set out in (a) or (b) are commercially or technically practicable, cancel the User’s pygrail.com Account.

4.4 Subject to Macro People’s rights under the licence granted under clause 3, all Intellectual Property Rights in the User Content shall vest and remain vested in the User.

4.5 The User agrees to indemnify Macro People, its officers, agents, partners and employees from any and all claims or damage, including reasonable legal fees, made by third parties due to, or arising out of the User Content, the licence granted to Macro People under clause 3, or the User’s use of the Macro Accounts Site.

5.  (Removed)

6.  Warranties

6.1 Each party warrants to the other party that:

(a) it, he or she has the legal right and authority to enter into these Terms of Use and to perform their obligations under these Terms of Use; and

(b) it, he or she will comply with all applicable legal and regulatory requirements applying to the exercise of their rights and the fulfilment of their obligations under these Terms of Use.

6.2 The User warrants and represents to Macro People that:

(a) the User Content:

(i) is the User’s own, original work, and (without limitation) is not copied or derived from the work of any third party;

(ii) is true and accurate in all respects, and not misleading; 

(iii) is not abusive, vulgar, discriminatory, sexually explicit, violent, obscene, hateful, fraudulent, unlawful, threatening, harassing or defamatory or discloses private or personal matters concerning any person;

(iv) does not impersonate any person or entity, include their email address or name, or falsely state or otherwise misrepresent your affiliation with anyone or entity;

(v) does not post or transmit any spam, advertising, promotional materials or other forms of solicitation;

(vi) does not post or transmit any file that contains viruses, corrupted files, Trojan Horses, keystroke loggers, time bombs, worms, spyware, adware or any contaminating or destructive features that may damage someone else's computer or affect its operation; and

(vii) post or transmit any material that is in any way contrary to any applicable law or which constitutes an infringement of another person's proprietary rights or a breach of any contractual or fiduciary obligation (including the unauthorised posting or transmission of any copyright work or confidential information); and

(b) the use and commercial exploitation of the User Content by Macro People in accordance with these Terms of Use will not:

(i) breach the provisions of any law, statute or regulation;

(ii) infringe the Intellectual Property Rights or other legal rights of any person; or

(iii) give rise to any cause of action against Macro People,

in each case in any jurisdiction and under any applicable law.

6.3 The parties' warranties and representations in respect of the subject matter of these Terms of Use are expressly set out in these Terms of Use. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of these Terms of Use will be implied into these Terms of Use or any related contract.

7.  Acknowledgements and warranty limitations

7.1 The User acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms of Use, Macro People gives no warranty or representation that the pygrail.com Site or the pygrail.com Account will be wholly free from defects, errors and bugs.

7.2 The User acknowledges that complex software is never entirely free from security vulnerabilities; and Macro People gives no warranty or representation that the pygrail.com Account will be entirely secure.

7.3 Except to the extent expressly provided otherwise in these Terms of Use, Macro People does not warrant or represent that the use of the pygrail.com Account by the User will be suitable for the User’s purposes, or will provide the User with any specific result, return on investment or other outcome.

8.  Data protection

8.1 Macro People and the User agree that, for the purposes of Data Protection Laws, the User is the Data Controller and Macro People is the Data Processor of the User Personal Data.

8.2 The User warrants to Macro People that he or she has the legal right to disclose all User Personal Data that he or she does in fact disclose to Macro People under or in connection with these Terms of Use, and that the processing of that User Personal Data by Macro People in accordance with these Terms of Use will not breach any Data Protection Laws.

8.3 Macro People will, at all times:

(a) carry out all processing of User Personal Data in accordance with these Terms of Use, the Privacy Policy and any written instructions received from the User from time to time; 

(b) have in place appropriate technical and organisational security measures so that User Personal Data is protected against unauthorised or unlawful processing and against accidental loss, destruction or damage;

(c) only process the User Personal Data for the purposes of performing its obligations and exercising its rights under these Terms of Use; and

(d) it will process the User Personal Data in compliance with all applicable laws.

8.4 Macro People warrants that it will:

(a) promptly carry out any request from the User to amend, transfer, delete or return the User Personal Data;

(b) not disclose User Personal Data to any third party other than at the User’s request, as set out in these Terms of Use, the Privacy Policy, or as required by law;

(c) immediately notify the User in the event of a request for disclosure of User Personal Data by a law enforcement authority or any communication from any supervisory or government body or any notice or request from an individual in relation to the User Personal Data; and 

(d) not transfer User Personal Data outside the EEA unless it has the prior written consent of the User.

9.  Limitations and exclusions of liability

9.1 Nothing in these Terms of Use will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(c) limit any liabilities in any way that is not permitted under applicable law; or

(d) exclude any liabilities that may not be excluded under applicable law.

9.2 The limitations and exclusions of liability set out in this clause 9 and elsewhere in these Terms of Use:

(a) are subject to clause 9.1; and

(b) govern all liabilities arising under these Terms of Use or relating to the subject matter of these Terms of Use, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms of Use.

9.3 Macro People shall not be liable to the User in respect of:

(a) any losses arising out of a Force Majeure Event; or

(b) any loss of profits or anticipated savings; or

(c) any loss of revenue or income; or

(d) any loss of use or production; or

(e) any loss of business, contracts or opportunities; or

(f) any loss or corruption of any data, database or software.

9.4 Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.

9.5 The liability of each party to the other party under these Terms of Use in respect of any event or series of related events shall not exceed the higher of:

(a) an amount equal to five (5) times all sums paid or payable by the User to Macro People under these Terms of Use; or

(b) £1,000.

10.  Force Majeure Event

10.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under these Terms of Use (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

10.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under these Terms of Use, must:

(a) promptly notify the other; and

(b) inform the other of the period for which it is estimated that such failure or delay will continue.

10.3 A party whose performance of its obligations under these Terms of Use is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

11.  Cancellation

11.1 The User may cancel their pygrail.com Account at any time, for any reason and with immediate effect.

11.2 Macro People may cancel the User’s pygrail.com Account at any time, for any reason and with immediate effect

12.  Effects of cancellation

12.1 Upon the cancellation of a User Account, all of the provisions of these Terms of Use shall cease to have effect, save that the following provisions of these Terms of Use shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely):  clauses 1, 3, 4, 6, 7, 9, 10, 12, 13, 16, 17, 18 and 19.

13.  Notices

13.1 Any notice from one party to the other party under these Terms of Use must be given by one of the following methods (using the relevant contact details set out on the pygrail.com Site and in clause 13.2):

(a) delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery; or

(b) sent by recorded signed-for post, in which case the notice shall be deemed to be received two (2) Business Days following posting; or

(c) sent by email using, in the case of Macro People, the contact form at https://pygrail.com/contact or, in the case of the User, the email address set out in the User Application.

     provided that if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

13.2 Macro People’s contact details for notices under this clause 13 are as follows:

29 Oldfield Road

Windermere

LA23 2AZ

Attn: Mr Allan Bowe

13.3 The addressee and contact details set out in clause 13.2 may be updated from time to time by Macro People by posting a change of address and contact details on the pygrail.com Site.

14.  Subcontracting

14.1 Macro People may subcontract any of its obligations under these Terms of Use, provided that Macro People shall remain responsible to the User for the performance of any subcontracted obligations.

15.  Assignment

15.1 The User must not assign, transfer or otherwise deal with his or her contractual rights and/or obligations under these Terms of Use.

16.  No waivers

16.1 No breach of any provision of these Terms of Use will be waived except with the express written consent of the party not in breach.

16.2 No waiver of any breach of any provision of these Terms of Use shall be construed as a further or continuing waiver of any breach of that provision or any other provision of these Terms of Use.

17.  Severability

17.1 If a provision of these Terms of Use is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

17.2 If any unlawful and/or unenforceable provision of these Terms of Use would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

18.  Variation

18.1 Macro People may vary these Terms of Use by posting revised Terms of Use on the pygrail.com Site.  It is the User’s responsibility to check the pygrail.com Site for any changes to these Terms of Use.

19.  Law and jurisdiction

19.1 These Terms of Use shall be governed by and construed in accordance with English law.

19.2 Any disputes relating to these Terms of Use shall be subject to the exclusive jurisdiction of the courts of England.