Terms of Service

The following terms and conditions (the “Terms of Service”) apply and continue to apply from your first use of the services provided on deep.stream (the “Site”). Please read the Terms of Service and make sure you understand them. Your use of the Services constitutes your agreement to be bound by these Terms of Service. If you do not agree with the terms of these Terms of Service, then do not use the Services. These Terms of Service may be amended and updated from time to time.  You should review these terms periodically, and each use of the Service is subject to the then-current form of the Terms of Service.

The Services are provided by DeepStream Technologies Limited, registered in England and Wales under company number 10203383 and with our registered office at 25 Eccleston Pl, London SW1W 9NF, United Kingdom (“DeepStream”, “we” or “us”). We make certain software applications and platforms available to customers on our Site for the purposes of providing a business network, providing a digital medium for transacting goods and services, providing counter-party information within the business network, and supporting the exchange of business documents between our customers. Some of the Services may be provided by our sub-contractors acting on our behalf.

It is agreed as follows:

• “Applicable Law”: means English Law.
  
• “Authorised Users”: means those employees, agents and independent contractors associated with you who are authorised by you to use the Services and the Documentation.
  
• “Business Day”: means any day which is not a Saturday, Sunday or public holiday in England.
  
• “Customer Data”: means the information inputted by you, the Authorised Users, or us on your behalf for the purpose of using the Services or facilitating your use of the Services.
  
• “Documentation”: means the document made available to you by us online via the Site or such other web address notified by us to you from time to time which sets out a description of the Services and the user instructions for the Services.
  
• “EDI”: Electronic data interchange is the electronic transfer, from computer to computer, of commercial and administrative data using an agreed Standard to structure an EDI Message.
  
• “EDI Message”: An EDI Message consists of a set of segments, structured using a Standard, prepared in a computer readable format and capable of being automatically and unambiguously processed.
  
• “Purpose”: means to conduct business and trade with other users on the platform for the purchase and/or supply of goods and services (not as a private individual or consumer).
  
• “Services”: means the services described in the Terms of Service.
  
• “Standard”: Set of internationally recognized standards, directories and guidelines for the electronic interchange of structured data, and in particular, interchange related to trade in goods and services, between independent computerised information systems.
  
• “Software”: means the online software applications provided by us as part of the Services.
  
• “Virus”: means any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including, but not limited to worms, trojan horses, malware and other similar things or devices.
  

• You are at least 16 years of age;
  
• You are using the Services on behalf of a company or other legal entity;
  
• You have the authority to bind to the Terms of Service any company (being a company or other legal entity and its affiliates) you are a director, officer, of employee of, or otherwise act on behalf of, whilst using our Services;
  
• You are using the Services for the Purpose;
  
• You are not barred from using our Services under Applicable Law;
  
• You will not attempt to use the Services with crawlers, robots, data mining or extraction tools or any other functionality;
  
• Your use of the Site and the Services will at all times comply with these Terms of Service;
  
• You will only engage in transactions that comply with the letter and spirit of these Terms of Service;
  
• You have the right to provide any and all information you submit through the Site and Services, and the information and all such information is accurate, true, current and complete; and
  
• You will update and correct information you have submitted through the Site and Services and ensure that it is accurate at all times.
  

• are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  
• facilitate illegal activity;
  
• depict sexually explicit images;
  
• promote violence;
  
• are discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
  
• cause damage or injury to any person or property.
  

• attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
  
• attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
  
• access all or any part of the Services in order to build a product or service which competes with the Services; or
  
• use the Services to provide services to third parties, except where explicitly indicated on the Site; or
  
• license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except you or the Authorised Users, or
  
• attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause.
  

• access to the Software through the Site;
  
• the business network and electronic business documents, and other tools and services provided through the Site and by our application programming interface (“API”) made available via the Site;
  
• all software, data, text, images, sounds, video and content made available through the Site, or developed via our API (the “Content”);
  
• additional applications developed by us or third parties and made available through the Site (“Additional Services”); and
  
• any new features added to or augmenting the Service.
  

• You agree to comply with the following EDI terms set out in this clause (the “EDI Terms”). The EDI Terms apply between you and other users of DeepStream when you connect with a user (you and the relevant user are hereby referred to as the “EDI Parties” or “EDI Party” as applicable). The EDI Terms are applicable to and apply between the EDI Parties for the duration of your use of the Services. Where you send an EDI Message to a user with whom you are not connected on DeepStream, these EDI Terms shall not apply.
  
• EDI Parties agree to issue and receive business documents by the use of EDI through the Site and subject to the technical and functional specifications of the Site as published by DeepStream from time to time, including as varied by DeepStream giving notice to either party.
  

• EDI Parties shall ensure that EDI Messages containing information specified to be confidential by the sender or agreed mutually to be confidential between the EDI Parties, are maintained in confidence and are not disclosed or transmitted to any unauthorised persons nor used for any purposes other than those intended by the EDI Parties.
  
• When authorised, further transmission of such confidential information shall be subject to the same degree of confidentiality.
  

• These EDI Terms and the Services will immediately terminate at such time as an EDI Party terminates its account with DeepStream.
  
• Notwithstanding termination for any reason, the rights and obligations of the EDI Parties shall survive the termination in relation to any matter arising prior to the termination and any obligations which, by their nature, shall survive the termination including, without limitation, the provisions of Clause 4 which by their nature are intended to survive beyond the period covered by these EDI Terms.
  

• you acknowledge and agree that the personal data may be transferred or stored outside the country where we and/or the Authorised Users are located in order to carry out the Services under the Terms of Service;
  
• in the case of users located within the European Economic Area (“EEA”), you acknowledge and agree that the personal data may be transferred or stored outside the EEA in order to carry out the Services under the Terms of Service;
  
• you shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with the Terms of Service on your behalf;
  
• you shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
  
• we shall process the personal data only in accordance with the terms of the Terms of Service and any lawful instructions reasonably given by you from time to time; and
  
• each party shall take appropriate technical and organizational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
  

• Comply with all Applicable Laws and regulations with respect to your use of the Services, including but not limited to ensuring that the information you transmit through the Services is not subject to export restrictions by applicable governments;
  
• Ensure that the Authorised Users use the Services and the Documentation in accordance with these Terms of Service; and
  
• Keep your user name and password confidential. You shall notify DeepStream immediately upon learning of any unauthorised use of your account.
  

• Violates Applicable Laws (including but not limited to intellectual property laws, competition laws, laws relating to rights of privacy and rights of publicity and laws related to defamation);
  
• Contains Viruses or malware;
  
• Offers unauthorised downloads of any copyrighted, confidential, competitive or private information;
  
• Has the effect of impersonating others;
  
• Contains messages by non-spokesperson employees of DeepStream purporting to speak on behalf of DeepStream or provides confidential information concerning DeepStream;
  
• Contains chain letters of any kind; or
  
• Is protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right.
  

• Accessing data not intended for you, such as logging into a server or an account which you are not authorised to access;
  
• Scanning or monitoring the Services for data gathering purposes in an effort to track sales, usage, aggregate offering information, pricing information or similar data;
  
• Scanning or testing the security or configuration of the Site or to breach security or authentication measures; or
  
• Interfering with service to any user in any manner, including, without limitation, by means of submitting a Virus to the Site or any Service or attempting to overload, “flood,” “spam,” “mail bomb” or “crash” the Site or the Services.
  

• Frames, framing techniques or framing technology to enclose any content included on the Site without our express written permission;
  
• The Site or any of the Services to advertise or solicit, for any commercial, political or religious purpose, other than for the Purpose, or to compete, directly or indirectly, with DeepStream; or
  
• The Site or any of the Services to solicit users or other third-parties to become users or partners of other online or offline services directly or indirectly competitive or potentially competitive with DeepStream.
  

• Tampering or interfering with the proper functioning of any part, page or area of the Site or any of the Services provided by DeepStream;
  
• Taking any action that places excessive demand on our Services or imposes, or may impose, an unreasonable or disproportionately large load on our servers or other portion of our infrastructure (as determined in our sole discretion);
  
• Reselling or repurposing your access to the Site;
  
• Accessing, monitoring or copying any content from the Site or any Service using any “robot,” “spider,” “scraper” or other automated means or any manual process for any purpose without our express written permission;
  
• Violating the restrictions in any robot exclusion headers on the Site or bypassing or circumventing other measures employed to prevent or limit access to the Site or any of the Services;
  
• Deep-linking to any portion of the Site or any Services without our express written permission;
  
• Hyperlinking to the Site or any Services from any other website without our initial and ongoing consent in writing;
  
• Acting illegally or maliciously against the business interests or reputation of DeepStream or our Services, or any other Authorised User; or
  
• Violating the terms of our Data and Privacy policy.
  

• on or as soon as practicable after date you order the Paid Service (the “Effective Date”) for the Subscription Fees payable in respect of the initial term of the Paid Service (“Initial Subscription Term”); and
  
• subject to your rights to terminate the Additional Services, at the end of each Subscription Period for the Subscription Fees payable in respect of the next Subscription Period.
  

• we may, without liability to you, disable your password, account and access to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
  
• interest shall accrue on such due amounts at an annual rate equal to 5%, commencing on the due date and continuing until fully paid, whether before or after judgment.
  

• shall be payable in the currency stated on the Site;
  
• are non-cancellable and non-refundable;
  
• are exclusive of all taxes, which shall be added to our invoice(s), as applicable, at the appropriate rate.
  

• DeepStream has no obligation to review any Unsolicited Materials, nor to keep any Unsolicited Materials confidential; and
  
• DeepStream will own, and may use and redistribute, Unsolicited Materials for any purpose without restriction and free of any obligation to acknowledge or compensate you.
  

• Any Content submitted or posted by you, in connection with the Services, or any use of the Site or the Services;
  
• Fraud you commit or your intentional misconduct or gross negligence in connection with the Services, or any use of the Site or the Services; or
  
• Your violation of any Applicable Law or rights of a third-party. You are solely responsible for your interactions with other users of the Site and Services. To the extent permitted under applicable laws, you hereby release DeepStream from any and all claims or liability related to any conduct or user Content, whether online or offline, of any other third-party.
  

• all licenses granted under the Terms of Service shall immediately terminate;
  
• we may destroy or otherwise dispose of any of the Customer Data in our possession in accordance with Clause 5; and
  
• the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or which implicitly survives termination, shall not be affected or prejudiced.
  

DeepStream shall make all commercially reasonable efforts to schedule maintenance during non-peak hours and minimise any such downtime and shall give you at least five (5) days written notice of any planned maintenance outside of the standard window from the weekly Saturday 00:00 to 04:00 GMT. DeepStream agrees to target uptime of >99.99% for the general availability of the system notwithstanding planned downtime or issues related to force majeure.

Your sole and exclusive remedy, and DeepStream’s entire liability, in connection with Services availability for any month within the Service Duration shall be that for each period of downtime (being a lack of Services availability to you until the availability of the Services is restored) lasting longer than one hour, DeepStream will reduce the monthly Paid Service Fees due by you pro-rata (being aggregate time of such downtime in that month as a proportion of total time within that month). In order to receive this reduction in Paid Services Fees, you must notify DeepStream in writing (including by e-mail) within 48 hours from the time of such downtime event occurring. Downtime does not include (i) periods of planned service, release or maintenance window, (ii) periods of non-availability due to an event of force majeure or reasons beyond DeepStream’s control, (iii) any period of suspension of service by DeepStream in accordance with the terms of the Agreement and/ or Terms of Service. DeepStream’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of DeepStream to provide adequate service levels under the Agreement.