Hive User Terms & Conditions

Last Updated: 2024-05-30

THIS USER AGREEMENT is made

BETWEEN

(1) Turner & Townsend Consulting Limited incorporated and registered in England and Wales with company number 03154483 whose registered office is at Calverley Lane, Horsforth, Leeds LS18 4GH (the “Supplier”).

(2) You (the “User”).

BACKGROUND

(A) The Supplier has developed certain software applications and platforms and supporting documentation which it makes available to subscribers via the internet on a subscription basis for the purpose of enabling its customers to analyse their capital project data. These services are collectively referred to as the Services.

(B) The Customer (as defined below) has entered into the Customer Agreement (as defined below) with the Supplier for the provision of Services. The User will require access the Services as a member of the Customer Personnel (as defined below) and in performance of its duties to the Customer.

(C) As a pre-condition of the User’s use of the Services, the User must agree to and accept the terms of this User Agreement.

IT IS HEREBY AGREED

  1. Interpretation

    1. The definitions and rules of interpretation in this clause apply in this User Agreement.

      “Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

      “Customer” means the entity receiving Services from the Supplier under the Customer Agreement.

      "Customer Agreement” means the agreement entered into by the Customer and Supplier for the provision of the Services by the Supplier to the Customer.

      “Customer Personnel” means the Customer’s employees, officers, workers, agents and contractors, and those of its subcontractors (of any tier).

      “Confidential Information” means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in accordance with the terms of the Customer Agreement.

      “Data” means the data inputted and/or provided by the customer or Users for the purpose of using the Services or facilitating the customer and/or User’s use of the Services.

      “Data Protection Legislation” means the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications) and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.

      “Personal Data” has the meaning given to it under the Data Protection Legislation.

      “Services” means the software and/or services (and all related documentation and materials) made available to the Customer by the Supplier under the Customer Agreement. “UK Data Protection Legislation” all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679);the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) as amended.

      “User Agreement” means this user agreement.

      “Virus” means any thing or device (including any software, code, file or programme) 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 programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

  2. User Obligations

    The User shall:

    1. only use the Services:

      (a) in the course of performing its obligations for the Customer and, for the avoidance of doubt, not use the Services for purposes that are outside of its trade, business, craft or profession;

      (b) in accordance with the terms of this User Agreement; and

      (c) in accordance with applicable laws;

    2. keep a secure password for their use of the Services and shall keep such password confidential;

    3. not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

      (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

      (b) facilitates illegal activity;

      (c) depicts sexually explicit images;

      (d) promotes unlawful violence;

      (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

      (f) is otherwise illegal or causes damage or injury to any person or property,

    4. provide all necessary co-operation and information requested by the Supplier in respect of the Services;

    5. not:

      (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services and/or any related documentation (as applicable) in any form or media or by any means;

      (b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services;

      (c) obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2; or

      (d) access all or any part of the Services in order to build a product or service which competes with the Services; or

      (e) use the Services to provide services to third parties; or

      (f) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party, or

      (g) introduce or permit the introduction of, any Virus into the Supplier’s network and information systems; and

    6. use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the Supplier,

    and the Supplier reserves the right, without liability or prejudice to its other rights to the User, to suspend or disable the User’s access to the Services if the User is in breach of the provisions of this clause.

  3. Data

    1. The Supplier shall process any User Personal Data obtained in the course of providing the Services, in accordance with:

      (a) the applicable requirements of the Data Protection Legislation; and

      (b) its latest privacy policy and security policy (as such document may be amended from time to time by the Supplier in its sole discretion).

    2. Both parties will comply with all applicable requirements of the Data Protection Legislation.

  4. Third party providers

    1. The User acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk.

    2. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the User, with any such third party.

    3. Any contract entered into and any transaction completed via any third-party website is between the User and the relevant third party, and not the Supplier.

    4. The Supplier recommends that the User refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website.

    5. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

  5. Supplier’s obligations

    1. Subject to compliance by:

      (a) the User with the terms of this User Agreement; and

      (b) the Customer with the terms of the Customer Agreement,

    the Supplier agrees to permit access to, and use of, the Services by the User.

    1. The Supplier:

      (a) does not warrant that:

      (i) the User's use of the Services will be uninterrupted or error-free; or

      (ii) that the Services and/or the information obtained by the User through the Services will meet the User’s requirements;

      (b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the User acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

  6. Proprietary rights

    1. The User acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this User Agreement does not grant the User any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services.

  7. Confidentiality and compliance with policies

    1. The User may be given access to the Supplier’s Confidential Information from its use of the Services. The Supplier’s Confidential Information shall not be deemed to include information that:

      (a) is or becomes publicly known other than through any act or omission of the User;

      (b) was in the User’s lawful possession before the disclosure;

      (c) is lawfully disclosed to the User by a third party without restriction on disclosure; or

      (d) is independently developed by the User, which independent development can be shown by written evidence.

    2. The User shall hold the Supplier’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this User Agreement and/or the Customer Agreement.

    3. The User acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier’s Confidential Information.

  8. Limitation of liability

    1. Except as expressly and specifically provided in this User Agreement:

      (a) the User assumes sole responsibility for results obtained from the use of the Services by the User, and for conclusions drawn from such use;

      (b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this User Agreement; and

      (c) the Services are provided to the User on an “as is” basis.

    2. Nothing in this User Agreement excludes the liability of the Supplier:

      (a) for death or personal injury caused by the Supplier’s negligence; or

      (b) for fraud or fraudulent misrepresentation.

    3. Subject to clause 8.1 and clause 8.2:

      (a) the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this User Agreement; and

      (b) the Supplier’s total aggregate liability, in any calendar year, in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this User Agreement shall be limited to £100.

    4. Subject to clause 8.2, the User may not make double recovery of losses recovered under the Customer Agreement by the Customer.

  9. Termination and Suspension

    1. This User Agreement shall automatically terminate with immediate effect upon termination of the Customer Agreement.

    2. The Supplier may terminate this User Agreement at any time with immediate effect by giving written notice to the User or the Customer if the User is in breach of the User Agreement that cannot be remedied or, if it is capable of remedy, that has not been remedied within seven (7) days of receiving notice of the breach from the Supplier.

    3. The Supplier may suspend the Services in accordance with clause 2 (User Obligations).

  10. Force majeure

    1. The Supplier shall have no liability to the User under this User Agreement if it is prevented from or delayed in performing its obligations under this User Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, a pandemic or epidemic, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

  11. Anti-Bribery, Corruption and Competition Law

    1. Neither party shall engage in any activity, practice or conduct which would: (a) constitute an offence in relation to any applicable anti-bribery and corruption legislation and specifically the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act 1977 in the jurisdictions in which each party operates; and (b) breach any applicable competition laws.

  12. Severance

    1. If any provision or part-provision of this User Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this User Agreement.

  13. Governing law

    1. This User 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) shall be governed by and construed in accordance with the law of England and Wales.

  14. Jurisdiction

    1. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this User Agreement or its subject matter or formation (including non-contractual disputes or claims).

  15. Updates to the User Agreement

    1. The Supplier may from time to time update the terms of this User Agreement by providing at least 30 days’ notice of such update, with the update taking effect at the end of the relevant notice period.

  16. Assignment

    1. The User may not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this User Agreement.

    2. The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this User Agreement.

  17. Third Party Rights

    1. This User Agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

  18. Entire Agreement

    1. The User Agreement constitutes the whole and only agreement between the parties relating to its subject matter and supersedes and excludes all prior agreements or arrangements made between them that relate to it.

  19. Waiver

    1. No failure or delay by a party to exercise any right or remedy provided under this User Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.