Particulars
A. Key Terms
Defines the parties, the service, the commercial terms, and the term of any agreement entered into to access UgoRound.
B. Agreement
Confirms that use of the service constitutes acceptance of these terms by the user and the contracting organisation.
User-specific Terms
C. Administrator Terms of Use
Obligations of administrators who configure organisations, manage staff accounts, and post content on the platform.
D. Organisation Terms of Use
Obligations of the contracting organisation, including responsibility for staff conduct, content posted, and data accuracy.
E. Staff Terms of Use
Day-to-day usage rules for staff who post alerts, run incidents, or moderate community input.
F. Citizen Terms of Use
Terms applying to members of the public who interact anonymously with maps, alerts, and feedback channels.
Core Provisions
G. Electronic Authority
Acceptance of electronic acceptance and electronic signatures as binding for the purposes of these terms.
H. Verification
Reasonable steps that may be taken to verify identity, role, or authority of administrators and staff.
I. Term & Limitations
How long the agreement runs, renewal logic, and any limitations on the service.
J. Registration
Account creation, verification, and the requirement to keep credentials secure.
K. Confidential Information
Treatment of information identified or reasonably understood to be confidential.
L. Termination
Grounds and process for ending the agreement, and the consequences for data and access.
General Conditions
1. Background
Context for the agreement and the relationship between UgoRound and the customer.
2. Interpretation
How defined terms and references should be interpreted within this document.
3. Application & Disclaimer
Scope of the agreement and limits on representations and warranties beyond those expressly stated.
4. Solution
Description of the platform, modules, and services provided.
5. Licence
Grant of a non-exclusive, non-transferable licence to use the platform for the agreed purposes.
6. Use
Permitted and prohibited uses of the platform.
7. Authorised Users
Definition of authorised users and limits on user counts and access.
8. Customer Data
Ownership of customer-provided data and the licences needed to operate the service.
9. Privacy
Cross-reference to the Privacy Policy and obligations regarding personal information.
10. Fees
Fees, fee structure, and how changes to fees may be made.
11. Invoicing & Payments
Invoicing cadence, payment terms, late payment, and disputes over fees.
12. Data — Security, Transmission, Storage, Backup
Operational obligations for protecting and handling customer data.
13. Access
Service availability targets, scheduled maintenance, and access restrictions.
14. Intellectual Property
Allocation of intellectual property rights between the parties.
15. Confidentiality
Mutual confidentiality obligations during and after the term.
16. Liability & Indemnity
Allocation of liability, exclusions, and indemnification obligations.
17. Breach
What counts as a breach, cure periods, and remedies available to the parties.
18. Termination
Mechanisms by which the agreement may be terminated and the consequences of termination.
19. Disputes
Process for resolving disputes, including escalation and any agreed forum.
20. Force Majeure
Excusal of performance during qualifying events of force majeure.
21. Electronic Communication, Amendment & Assignment
Use of electronic communication, how the agreement may be amended, and rules about assignment.
22. General
Standard contractual provisions including notices, severability, governing law, and jurisdiction.