Terms and Conditions

Last Updated: 24th May 2018

Sys IQ Ltd (“Baby’s Days” or “we”) provides the Baby’s Days software system (the “Subscription Service”) available for purchase by annual subscription through our website, accessible at www.babysdays.com (the “Site”).

Please read carefully the following terms and conditions (this “Agreement”). This Agreement governs Your access to and use of the Subscription Service and constitutes a binding legal agreement between You and Sys IQ Ltd.

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SUBSCRIPTION SERVICE, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THIS AGREEMENT, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SUBSCRIPTION SERVICE. If you accept or agree to this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement and, in such event, “You” and “Your” will refer and apply to that company or other legal entity.

Modification

Sys IQ Ltd reserves the right to discontinue or terminate, amend, remove or vary the Subscription Service, any section of the Subscription Service, any Content on the Subscription Service, or any service offered on the Subscription Service at any time and without notice, or to modify this Agreement, at any time and without prior notice. If we modify this Agreement, we will post the modification on the Site or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of this Agreement. By continuing to access or use the Subscription Service after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to You, Your only recourse is to cease using the Subscription Service, however, if you are still within your six (6) month contractual period you must make the remainder of your monthly payments in full before you can cancel your system and contract with us.

Account Registration

In order to access the Subscription Service, You must register to create an account (“Account”). During the registration process, You will be required to provide certain information. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Sys IQ Ltd reserves the right to suspend or terminate Your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your data. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under Your Account, whether or not You have authorised such activities or actions. You will immediately notify Sys IQ Ltd of any unauthorised use of Your Account.

Subscription Service

Subject to Your compliance with the terms and conditions of this Agreement, Sys IQ Ltd will make the Subscription Service available to You during the Term subject to our Fair Use Policy. You may access and use the Subscription Service solely for Your internal business purposes and You may not resell the Subscription Service without prior written permission from Sys IQ Ltd.

Restrictions

You shall not attempt to interfere with or disrupt the Subscription Service. You shall not allow access to or use of the Subscription Service by anyone other than Authorised Users (defined below). You shall not: (a) copy, modify or distribute any portion of the Subscription Service; (b) rent, lease, or provide access to the Subscription Service on a time-share or service bureau basis, or otherwise distribute or make the Subscription Service available to third parties, and (c) transfer any of Your rights hereunder to any third party. Notwithstanding the foregoing, You may make the Subscription Service available to Your customers in conjunction with the provision of advertising service to such customers, as part of Your ordinary business activity, provided that the use by Your customers of the Subscription Service shall be subject to all of the restrictions under this Agreement, including, but not limited to, the restrictions under this section. You acknowledge that the Subscription Service constitute and contain valuable trade secrets of Sys IQ Ltd and its licensor's, and, in order to protect such trade secrets and other interests, You agree not to disassemble, decompile or reverse engineer the Subscription Service or allow any third party to do so, except to the extent such restrictions are prohibited by law. You acknowledge and agree that Sys IQ Ltd does not monitor or police communications or data transmitted through the Subscription Service and that Sys IQ Ltd shall not be responsible for the content of any such communications or transmissions. You shall use the Subscription Service exclusively for authorised and legal purposes, consistent with all applicable laws, regulations and the rights of others, and You shall not attempt to gain unauthorised access to the Subscription Service or its related systems or networks. You shall not use the Subscription Service to transmit any unsolicited commercial communications in violation of applicable laws, or to send or store via the Subscription Service (i) materials or information which may violate intellectual property rights or other proprietary rights of third parties, or which have been unlawfully obtained or (ii) materials containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs. You shall keep confidential and not disclose to any third parties, and shall ensure that Authorised Users keep confidential and do not disclose to any third parties, any user identifications, account numbers and account profiles for the Subscription Service. You may not access the Subscription Service if You are a direct competitor of Sys IQ Ltd, except with Sys IQ Ltd prior written consent.

Limitations, Restrictions and Upgrades

When purchasing a subscription package from Sys IQ Ltd You decide on and purchase a package that You feel will meet Your needs and expectations at the time of purchase, the subscription package You purchase may be limited in a number of ways, including the total number of active and archived children you can place on to your system, the number of photographs and size of videos that You can upload to Your system and if Your system has the ability to communicate with mobile phone apps that we offer for free to all customers. If at any time Your needs and / or requirements change You have the ability to upgrade Your subscription package to a larger subscription package, however, You will be unable to downgrade Your subscription package.

Data Security and Storage

Sys IQ Ltd shall adopt adequate archival procedures (data backups) to store the Customer Data (defined below). In the event of any loss or corruption of Customer Data, Sys IQ Ltd shall use its commercially reasonable efforts to restore the lost or corrupted Customer Data from the latest backup of such Customer Data maintained by Sys IQ Ltd in accordance with its archival procedures. Sys IQ Ltd shall not be responsible for any loss, destruction, alteration, unauthorised disclosure or corruption of Customer Data caused by any third party. SYS IQ LTD'S EFFORTS TO RESTORE LOST OR CORRUPTED CUSTOMER DATA PURSUANT TO THIS SECTION SHALL CONSTITUTE SYS IQ LTD'S SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF CUSTOMER DATA. Sys IQ Ltd reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.

Marketing Support.

During the Term of this Agreement, You grant to Sys IQ Ltd a non-exclusive, limited right to use Your name, trademarks, and logos (collectively, the “Customer Marks”) in the production of marketing materials identifying You as a Sys IQ Ltd customer, provided that such use of the Customer Marks is in accordance with Your trademark and logo use guidelines, which You shall provide to Sys IQ Ltd. Such marketing materials shall include but not be limited to Sys IQ Ltd websites, brochures, press releases, trade show displays, and presentations. In addition, during the Term of this Agreement, You grant to Sys IQ Ltd the right to publicly acknowledge You as a Sys IQ Ltd customer. Sys IQ Ltd shall cover the costs of any marketing support set forth in this section. Sys IQ Ltd shall make all commercially reasonable efforts to adhere to the usage guidelines of your Customer Marks. All goodwill developed from such use shall be solely for Your benefit.

Enforcement.

You are responsible for all activity occurring under Your use of the Subscription Service. You shall ensure that all Authorised Users comply with this Agreement, including, without limitation, with Your obligations set forth the “Restrictions” section. You shall promptly notify Sys IQ Ltd of any suspected or alleged violation of this Agreement including any unauthorised use of any password or account or any other known or suspected breach of security. You shall cooperate with Sys IQ Ltd with respect to: (a) investigation by Sys IQ Ltd of any suspected or alleged violation of this Agreement and (b) any action by Sys IQ Ltd to enforce this Agreement. Sys IQ Ltd may suspend or terminate any Authorised User’s access to the Subscription Service upon notice to You in the event that Sys IQ Ltd reasonably determines that such Authorised User has violated this Agreement. You shall be liable for any violation of this Agreement by any Authorised User.

Telecommunications and Internet Service.

You acknowledge and agree that the use of the Subscription Service by You and by any Authorised Users is dependent upon access to telecommunications and Internet service. You shall be solely responsible for acquiring and maintaining all telecommunications and Internet service and other hardware and software required to access and use the Subscription Service, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing. Sys IQ Ltd shall not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet service.

Fees

In consideration for Sys IQ Ltd providing the Subscription Service, You shall pay to Sys IQ Ltd all the applicable subscription Fees, as provided for in this section, billed to Sys IQ Ltd in the course of providing the Subscription Service to You (collectively, “Fees”). Monthly or Yearly Fees for Your use of the Subscription Service shall be (i) as described and/or as selected by You via the Site at www.babysdays.com or (ii) negotiated between you and Sys IQ Ltd by creating an addendum to this Agreement. At the end of each month or year during the Term of this Agreement, Sys IQ Ltd will automatically bill Your credit card or PayPal account for your use of the Subscription Service. Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, “Taxes”). You shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder.

Should any taxes become applicable to Your monthly or Yearly subscription payments, these will be applied immediately and without warning.

As the Subscription Service is enhanced and upgraded, Sys IQ Ltd reserves the right at any time and without notice to increase the Monthly and Yearly subscription Fee, Sys IQ Ltd will provide you with a minimum of 30 days notice of such price increases in accordance with the terms of this Agreement.

Maternity Leave / Pause System

Should You need to Pause Your subscription for maternity leave, We allow You to do this for the cost of £5.00+vat per month or £50+vat per year, the minimum term Your system may be Paused for is 6 months and the maximum term is 12 months, You can Pause Your system by logging into Your system on the web version and going to System > Account Information > Pause, whilst Your system is Paused You will be unable to login to Your system until the minimum term of 6 months has been reached, after 6 months you can login to Your system and pay a month's fees to continue to use Your system as normal.

Active Payment Method

At all times You must have an active payment method on account for the payment of your Monthly or Yearly subscription, if at any time You cancel or remove the active payment method on your account your subscription will be suspended until an active payment method has been re-instated on your account.

Proprietary Rights

Subject to the limited rights expressly granted hereunder, Sys IQ Ltd and its licensor's exclusively own and retain all rights, title and interest in and to the Subscription Service (including all copies of any software used for the provision of the Subscription Service), including all Intellectual Property Rights therein or relating thereto. Sys IQ Ltd shall exclusively own all rights, title and interest in and to the Feedback, and You hereby assign to Sys IQ Ltd all of Your right, title, and interest in the Feedback, including all Intellectual Property Rights therein or relating thereto, and, at Sys IQ Ltd request and expense, You will execute documents and take such further acts as Sys IQ Ltd may reasonably request to assist Sys IQ Ltd to acquire, perfect and maintain such Intellectual Property Rights in the Feedback. You shall exclusively own all rights, title and interest in and to all Customer Data. Customer Data is deemed Confidential Information under this Agreement. All rights not expressly granted to You are reserved by Sys IQ Ltd. All trademarks, service marks, logos, trade names and any other proprietary designations of Sys IQ Ltd used herein are trademarks or registered trademarks of Sys IQ Ltd.

Use and Non-disclosure.

During the Term and after expiration or termination of this Agreement, neither party shall make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purposes other than exercising its rights and performing its obligations under this Agreement. Each party shall take all reasonable steps to ensure that the other’s Confidential Information is not disclosed or distributed by its employees or agents in violation of this Agreement, but in no event will either party use less effort to protect the Confidential Information of the other party than it uses to protect its own Confidential Information of like importance. Each party will ensure that any agents or subcontractors that are permitted to access any of the other’s Confidential Information are legally bound to comply with the obligations set forth herein. Notwithstanding the foregoing, Confidential Information may be disclosed as required by any governmental agency, provided that before disclosing such information the disclosing party must provide the non-disclosing party with sufficient advance notice of the agency’s request for the information to enable the non-disclosing party to exercise any rights it may have to challenge or limit the agency’s authority to receive such Confidential Information. Furthermore, You acknowledge and agree that, upon expiration or termination of the Agreement, Sys IQ Ltd will destroy Your data, and shall have no other obligation to You regarding such Customer Data under this Agreement.

Warranty

Sys IQ Ltd warrants that (i) the Subscription Service shall perform materially in accordance with the Help Videos and (ii) the Subscription Service will not contain or transmit to You any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

Disclaimer. You assume sole responsibility and liability for results obtained from the use of the Subscription Service and for conclusions drawn from such use, including with regard to present or future advertising activity. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. Sys IQ Ltd shall have no liability for any claims, losses, or damage caused by errors or omissions in any information provided to Sys IQ Ltd by You, including, without limitation, Customer Data, in connection with the Subscription Service or any actions taken by Sys IQ Ltd at Your direction. Sys IQ Ltd shall have no liability for any claims, losses or damages arising out of or in connection with the use by You or by any Authorised User of any third-party products, service, software or websites that are accessed via links from within the Subscription Service. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SYS IQ LTD MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE SUBSCRIPTION SERVICE. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED IN THE WARRANTY SECTION ABOVE, SYS IQ LTD DISCLAIMS ANY WARRANTY THAT THE SUBSCRIPTION SERVICE WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. SYS IQ LTD FURTHER DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE SUBSCRIPTION SERVICE AS TO MERCHANTABILITY, ACCURACY OF ANY INFORMATION PROVIDED, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SYS IQ LTD FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SYS IQ LTD OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY.

Term and Termination

Term – The Sys IQ Ltd Subscription Service is for a minimum term of SIX months, this Term and Agreement will commence when You click the check box to accept this Agreement and submit your first payment to Sys IQ Ltd, this will either be a monthly or an annual subscription payment. Thereafter, this Agreement shall automatically renew for subsequent one-month or one-year periods at the then-current Fees. The renewal periods are collectively the “Term”. You may terminate this Agreement by following the instructions within the Cancellation / Termination of Your Subscription section of these Terms and Conditions.

We do not offer refunds on any purchases of a Sys IQ Ltd's subscription package, in addition as the system is a customised software package you do not have any rights under the 7 day cooling off period to request a refund within 7 days of purchasing, we offer a free full trial of the system, we recommend you take advantage of this free trial prior to taking out a subscription with us to ensure the system will meet your needs and expectations.

Termination – Sys IQ Ltd may terminate this Agreement at any time if it reasonably determines that You are in material breach of this Agreement, including, but not limited to, with respect to payment of Fees. If Sys IQ Ltd has not received the full payment on your SIX month Subscription Service, we will attempt to recover the fees from you, if Sys IQ Ltd are unable to recover the fees from you, Your contact information, not limited to, your full name, address and phone number(s) will be passed to a 3^rd party Company to recover the fees on our behalf, this will result in additional charges being added to the fees that are due from you.

Rights and Obligations Upon Expiration or Termination.

Upon expiration or termination of this Agreement, You and Your Authorised Users right to access and use the Subscription Service shall immediately terminate, You and Your Authorised Users shall immediately cease all use of the Subscription Service, and You shall return to Sys IQ Ltd and make no further use of any Confidential Information, materials, or other items (and all copies thereof) belonging to Sys IQ Ltd. Upon expiration or termination of this Agreement, Sys IQ Ltd shall have no obligation to deliver any copy of Your Customer Data to You, and may delete such Customer Data at any time. Furthermore, upon expiration or termination of this Agreement, Sys IQ Ltd shall cease use of the Customer Marks; provided, however, that (a) Sys IQ Ltd shall have a reasonable time to remove the Customer Marks from the Sys IQ Ltd website as well as from any promotional materials, (b) Sys IQ Ltd shall be entitled to distribute all of the promotional materials printed during the Term that include the Customer Marks, and (c) Sys IQ Ltd shall not be required to remove any such printed materials from circulation.

Upgrades

Sys IQ Ltd may provide Your Subscription Service with upgrades as and when they become available, the contents of all upgrades shall be decided upon by Sys IQ Ltd in its sole discretion. If there are upgrades for Your Subscription Service they will be automatically applied and You will be notified about these upgrades by email, however, there are no guarantees that any upgrades will be applied to your system.

Sys IQ Ltd does not commit to a specific release schedule for any upgrades and there is no assurance or guarantee that Baby’s Days will release any available Upgrades to Your Subscription Service during any Term period.

Scheduled and Un-Scheduled Maintenance

Sys IQ Ltd may at times be required to carry out scheduled and unscheduled maintenance on Your Subscription Service, during this scheduled or unscheduled maintenance period Your Subscription Service may become unavailable, should your Subscription Service become unavailable during any scheduled or unscheduled maintenance we will try our upmost to keep the downtime of your subscription service to a minimum. Should we be in a position to inform you of any scheduled or un-scheduled maintenance we will do so, however, due to time constraints it may not always be possible to inform you of all scheduled or unscheduled maintenance that will be taking place on your Subscription Service.  

Cancellation / Termination of Your Subscription

Should You no longer require the use of Your Baby's Days subscription, You may cancel Your subscription with Us at any time after You have made six (6) full monthly payments, paused subscription payments are excluded and do not count as a full monthly payment.

Before You contact Us to cancel Your subscription, You must ensure You have downloaded all the required documents from Your Baby's Days system, We recommend using the bulk download facility built into Your system to download all the required documents in .pdf format, it is Your responsibility to ensure You are fully aware which documents You are required to keep from Your system prior to requesting us to close Your Baby's Days subscription.

When You are ready to cancel / terminate Your subscription contact Us on the day You want Your system cancelled / terminated, We are unable to accept requests to cancel / terminate a subscription on any date in the future.

To cancel Your subscription You must email: cancellation(at)babysdays.com from the email address You used to initially register for Your Baby's Days subscription, within this email You must request Us to cancel / terminate Your Baby's Days subscription. If You are out of Your contracted term of six (6) months we will email you by return advising you that Your Baby's Days subscription has been closed and the data You held on Your Baby's Days system will be destroyed, in addition Your payment plan will also be terminated and no further payments will be taken from You by Us.

Statutory Framework / Governing Body

Should the Statutory Framework / Governing Body within which you operate / are registered with, change / modify / amend requirements related to you or your business, it is Your responsibility to change / modify / amend Your personal documents on Your Subscription Service relative to these changes to ensure that You and Your Subscription Service fall in line with any required changes, these changes include but are not limited to: Policies, Permissions and Risk Assessments etc.

Existing Documentation

Sys IQ Ltd will provide Your Subscription Service with a selection of documents, these documents include but are not limited to: Policies, Permissions, SEF etc, once these documents have been applied to Your Subscription Service they will not be modified again by Sys IQ Ltd. It is, therefore, Your responsibility to ensure that these documents are current / up to date on Your Subscription Service and that they fall in line with the Statutory Framework / Governing Body within which you operate / are registered.

Libel / Defamation

Should it be proven that you have made (or have threatened to make) libellous (written / printed public defamation) comments / posts about Sys IQ Ltd or the Baby's Days product, brand and / or trademark, employees / Directors, or belong to / are a member of / are a part of any internet based hate-related site / group / forum / blog where others are posting libellous statements or comments / posts about Sys IQ Ltd or the Baby's Days product, brand and / or trademark, employees / Directors including but not limited to websites, Facebook, Twitter / other social media sites / blogs etc, we reserve the right to terminate and deny You access to Your Subscription Service with immediate effect.

GDPR

Baby's Days (Sys IQ Ltd) Data Processor obligations to it’s customers (Data Controllers) in line with the General Data Protection Regulation (GDPR).

The General Data Protection Regulation (GDPR) sets specific obligations between the Data Controller and the Data Processor.

With respect to customers who are using Baby's Days (Sys IQ Ltd) as a childcare management system.

The customers using this platform are Data Controllers and Baby's Days (Sys IQ Ltd) is a Data Processor respectively as per the GDPR Regulation.

Processing activities of the Processor Baby's Days (Sys IQ Ltd):

Provision, handling of customer data and providing access to the Data Controller in order to process the personal data of their Data subjects that is hosted on the Data Processor’s Baby's Days (Sys IQ Ltd) servers.

Baby's Days (Sys IQ Ltd) has robust technical and organisational measures to ensure the security of processing, availability and the integrity of Controller’s personal and sensitive data on secure private servers.

Rights of the data subject:

While Baby's Days (Sys IQ Ltd) the Data Processor could assist the Data Controllers (subscribers) by providing appropriate technical and organisational measures to them in order for Data Controllers to respond to data subject requests, Data Controllers are responsible for managing and controlling the personal data of their respective clients (data subjects).

As Data Controllers, Baby's Days (Sys IQ Ltd) customers are being exclusively responsible for overall compliance with the Information Commissioner’s office (Supervisory Authority) requirements.

However as a Data Processor, Baby's Days (Sys IQ Ltd) shall always ensure that the clients who are the Data Controllers have access to data stored on the Processors secure servers should their clients (Data Subjects) invoke their rights to access their personal data.
 
Baby's Days (Sys IQ Ltd) are not legally responsible in responding to any SAR (Subject Access Requests) from data subjects of Data Controllers.

The Data Controllers i.e. the customers of Baby's Days (Sys IQ Ltd) are licensing our childcare management system and must take all reasonable steps to demonstrate compliance and accountability to the General Data Protection Regulation (GDPR).

Indemnification

Indemnification by You. You shall defend (or settle), indemnify and hold harmless Sys IQ Ltd, its officers, directors and employees, from and against any liabilities, losses, damages and expenses, including court costs and reasonable attorneys’ fees, arising out of or in connection with any third-party claim that: (i) a third party has suffered injury, damage or loss resulting from the use by You or by any Authorised User of the Subscription Service, or (ii) the Customer Data, or the use by You or by any Authorised User of the Subscription Service in violation of this Agreement, infringes or violates the Intellectual Property Rights or other proprietary rights of a third party. Your obligations under this section are contingent upon: (a) Sys IQ Ltd providing You with prompt written notice of such claim; (b) Sys IQ Ltd providing reasonable cooperation to You, at Your expense, in the defence and settlement of such claim; and (c) You having sole authority to defend or settle such claim.

Governing Law. This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of the United Kingdom, without regard to its conflict of law provisions. Any legal action or proceeding relating to this Agreement shall be brought exclusively in courts located in the United Kingdom. You hereby agree to submit to the jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding.

Waiver. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.

Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.

Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labour conditions, earthquakes and material shortages (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the non-performing party will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.

Compliance with Laws. Each party agrees to comply with all applicable laws and regulations with respect to its activities hereunder, including, but not limited to, any export laws and regulations of the United Kingdom.

Relationship Between the Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other’s behalf without such other party’s prior written consent.

Assignment. Neither party may assign this Agreement without prior written consent unless in connection with a merger, acquisition, or sale of all or substantially all of Sys IQ Ltd or Your assets, and provided that the surviving entity has agreed to be bound by this Agreement.

Entire Agreement. This Agreement together with the exhibits hereto constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of this Agreement. Any modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorised representatives of both parties.

Equitable Relief. You acknowledge that a breach by You of any confidentiality or proprietary rights provision of this Agreement may cause Sys IQ Ltd irreparable damage, for which the award of damages would not be adequate compensation. Consequently, Sys IQ Ltd may institute an action to enjoin the breaching party from any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and a party may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which the non-breaching party may be entitled at law or in equity.

No Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the parties to this Agreement may enforce it.

Headings. The headings in this Agreement are for the convenience of reference only and have no legal effect.

Notice. Sys IQ Ltd may give notice to You by e-mail to Your e-mail address on record in Sys IQ Ltd account information. You may give notice to Sys IQ Ltd by sending an e-mail to cancellation(at)babysdays.com.

Definitions

“Authorised User” means Your employees, consultants, contractors, customers or agents that have (i) been assigned a unique username / password combination to access and use the Subscription Service, (ii) registered on-line to access and use the Subscription Service and (iii) agree to comply with the terms and conditions of this Agreement. “Customer Data” means proprietary data and information input by You or by any Authorised Users into, and stored by, the Subscription Service or input by You or by any Authorised Users into, and stored by, third parties. “Effective Date” means the date first on record with Sys IQ Ltd for Your clicking the check box to accept this Agreement or the date of Your first accessing and using the Subscription Service. “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world.

We may change these Terms and Conditions at any time. If any clause of these Terms and Conditions shall be deemed unlawful, void or for any reason unenforceable, then that clause shall be deemed severable from the Terms and Conditions and shall not affect the validity and enforceability of the remainder of these Terms and Conditions which shall continue to have full force and effect. We will not be responsible to you for any delay or failure to comply with our obligations under these Terms and Conditions if the delay or failure arises from any cause beyond our reasonable control.

If you breach these Terms and Conditions and we take no action we will still be entitled to use our rights and remedies in other situations where you are in breach. No waiver by us shall be construed as a waiver of any proceeding or succeeding breach of any clause of these Terms and Conditions.

Entire Agreement

These Terms and Conditions supersede any information displayed on the website, govern our relationship with you and supersede any and all preceding and contemporaneous agreements between you and Sys IQ Ltd.

You confirm that, in agreeing or continuing to agree to accept these Terms and Conditions, you have not relied on any representation save insofar as the same has expressly been made a clause of these Terms and Conditions and you agree that you shall have no remedy in respect of any representation.