nGaje Tools Terms and Conditions of use

Date Last Revised: March, 2019

Welcome to nGaje. By accessing and using the nGaje, you agree to the terms and conditions provided in this Terms and Conditions document including all applicable Addendums for specific service offerings and the policies and guidelines provided herein. This T&C constitutes an agreement between Itsgone Ltd t/a nGaje, (“nGaje”, “we”, “us”, or “our”) and you, as an individual, or the entity you represent. You represent that you are legally able to enter into agreements, that you are of legal age to do so, and if you are accepting this T&C on behalf of an entity, such as your company, you have all rights and authority to legally bind such entity. You further represent that you are not a person barred from receiving the nGaje under the laws of the United Kingdom (including export controls) or other applicable jurisdiction (including the country in which you are resident or from) in which you use nGaje. You further affirm that you are over the age of 16, as the use of nGaje is not intended for persons under the age of 16. nGaje reserves the right to modify the T&C from time to time without prior notice.

nGaje Tools

1. nGaje means the cloud-based services and products provided by nGaje to you under this T&C. nGaje does not include Third Party Software and Services, which is defined below.

2. You must maintain the confidentiality of your nGaje account information

You are responsible for maintaining the confidentiality of your account username and password, and you acknowledge and agree that you, and not nGaje, are responsible for all activities that occur under your account. You agree to immediately notify nGaje of any unauthorised use of your nGaje account, username or password.

3. You are responsible for your use of the nGaje Tools 

A. General. You, and not nGaje, are responsible for: (a) all information, data, text, software, music, sound, photographs, graphics, video, messages, files, attachments, or other materials, including images of your instances (“Personnel Data”) that is created, transmitted, stored, or displayed by, from, or within your account including content of your end user; (b) the technical operation of the Personnel Data including maintaining compatibility with nGaje’s APIs for the Cloud Service; (c) the conduct of all users of your account and for any consequences of such conduct; (d) the monitoring of any Personnel Data you provide to nGaje in connection with your use of the nGaje; (e) the procurement of, and compliance with, any third party software licenses for software that you run within the Cloud Service. While nGaje reserves the right to monitor your Personnel Data, we are under no obligation to do so.

B. Personal Privacy and Copyright. You are responsible for properly handling and processing notices sent to you (or any of your affiliates) by any person claiming that Personnel Data violates such person’s rights, including notices pursuant to breach of Copyright.

C. Security. You are responsible for using reasonable security precautions to maintain appropriate security and protection of all of your Personnel Data.

D. Personnel Data Preservation. You are responsible for the preservation of all of your Personnel Data. You and not nGaje, are responsible for backing-up Personnel Data and any other content that you use with nGaje. Best practices include routine archiving of Personnel Data. nGaje is not obligated to retain any Personnel Data after the termination of your access to nGaje for any reason. nGaje may transfer data between major geographic regions (for example, between the United Kingdom and North America) for data redundancy, backup or other purposes. nGaje will not transfer Personnel Data outside the resident major geographic region if you specifically request, in writing, for the data to be preserved within the native region (for example, within the United Kingdom, United States or Europe).

E. Your Employees Use. You are responsible for your employee’s use of nGaje and ensuring that such use is in compliance with the terms and conditions of the T&C and with applicable law. If you discover that an employee user is in violation of this T&C or any applicable law, you will terminate such employee’s access to the nGaje immediately.

4. Your use of the nGaje must be lawful and is subject to certain restrictions

You shall use nGaje only for purposes that are legal, proper and in accordance with the T&C. Furthermore, you agree that you will not engage in any activity that interferes with or disrupts nGaje, servers or networks connected to nGaje.

You shall not:

  1. Access and/or use nGaje if you are a direct competitor of nGaje, for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes, including in order to design, create or build a service or product that is competitive with nGaje, or which uses ideas, features or functions that are similar to nGaje;
  2. Sell, resell, rent, lease, offer any time sharing arrangement, service bureau or any service based upon nGaje on a stand-alone basis (for the avoidance of doubt, this subsection shall not be deemed to preclude you from offering services that use and rely upon nGaje where your other products or services add substantial value as compared to nGaje alone);
  3. Interfere with or disrupt the integrity or performance of nGaje;
  4. Attempt to gain unauthorised access to nGaje or any associated systems or networks; 
  5. Modify or make derivative works based upon nGaje or any part thereof, or directly or indirectly disassemble, decompile, or otherwise reverse engineer nGaje or any portion thereof.

5. Third Party Software and Services

In connection with your use of nGaje, solely as a convenience for you and solely at your election, nGaje may make available to you the use of certain third party software and/or services (“Third Party Software and Services”). nGaje is not liable or responsible for claims, damages, losses or any other complaints arising out of or related to your use of such Third Party Software and Services. Your use of any Third Party Software and Services are subject to the terms and conditions directly between you and the applicable third party vendor and at your own risk. You hereby acknowledge that no purchase or license of any Third Party Software and Services is required to use nGaje.

6. If you use nGaje improperly, nGaje may suspend or terminate your access to nGaje.

We reserve the right to suspend or terminate your access to nGaje if we determine (in our sole discretion) that you are in violation of the T&C or any applicable laws. For example, we may suspend or terminate your access to nGaje if your use of nGaje:

  1. poses a security risk to nGaje or any third party,
  2. may be damaging to, or degrading of, nGaje's network integrity,
  3. may subject us, our affiliates, or any third party to legal liability, or
  4. may be fraudulent.

7. Fees, Billing and Free Trials

For the use of nGaje, you shall pay us the applicable fees and charges in GB Pounds if you reside within the UK/Europe, or U.S. Dollars if you reside within North America by payment methods that we authorise. If you are paying with a credit or debit card, you hereby authorise nGaje to charge your credit/debit card for any and all charges you may incur in connection with your use of nGaje. An invoice is issued for those charges at the beginning of each calendar month or as set out in the pricing matrix at: http://www.ngaje.com. nGaje reserves the right to bill you more frequently for fees and charges for use of nGaje if nGaje suspects that your account is at risk of non-payment or is fraudulent. For nGaje’s Tools account, you shall be charged in arrears for all billable instances during the previous calendar month. An account instance is billable from the time it is provisioned, whether by you or by nGaje, until the time it is deleted. Unless and until you delete your account instance, you shall continue to incur usage fees even if such account instance is inactive.

If you elect to purchase nGaje Support Services, Support Services fees will be charged in arrears for the period engaged at the end of the month. Support Services fees are calculated, using the applicable rate corresponding to the selected tier. No refunds will be given for partial use.

All payments must be made without contra charges, counterclaims, deductions or withholdings. nGaje shall not be responsible for any additional bank fees, interest charges, finance charges, overdraft charges, or other fees resulting from charges billed by nGaje. If you choose to pay by credit card, currency exchange settlements shall be based on agreements between you and the provider of your credit card. Late payments hereunder will be subject to a monthly charge of one and one-half percent (1.5%) per month, or the highest rate allowed by applicable law, whichever is lower.

IF YOU BELIEVE THAT YOUR CHARGES ARE INCORRECT, YOU MUST CONTACT HRMAGIK IN WRITING WITHIN 30 DAYS FROM THE DATE OF THE APPLICABLE INVOICE (“DISPUTE PERIOD”) TO CONTEST SUCH CHARGES, TO BE ELIGIBLE TO RECEIVE AN ADJUSTMENT OR CREDIT. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY WAIVE ALL CLAIMS RELATING TO ANY AND ALL CHARGES NOT DISPUTED BY YOU DURING THE DISPUTE PERIOD (THIS DOES NOT AFFECT YOUR CREDIT CARD ISSUER RIGHTS).

All amounts payable to nGaje are exclusive of any tax, levy or similar governmental charge that may be assessed by any jurisdiction, whether based on gross revenue, the delivery, sale or use of nGaje or otherwise arising out of the execution or performance of this T&C, and including without limitation, all sales, use, excise, import or export, value added, governmental permit fees, license fees, and customs; provided, however, that you shall have no liability for any net income, net worth or franchise taxes assessed on nGaje.

nGaje reserves the right to change its fees and charges for nGaje at any time. Any such changes will be effective when such changes are posted on the nGaje website, unless we indicate otherwise. Similarly, we may introduce pricing and charges for new products, features or services at any time by posting on the nGaje website.

For Free Trials, each company/business entity is eligible to participate in one free trial. If we discover that a company/business entity has multiple free trial accounts, we reserved the right to terminate all but one free trial account of our choice in our sole discretion.

8. NO REFUNDS. All charges are non-refundable unless expressly stated otherwise, or otherwise provided by applicable law.

9. If you are delinquent on your payment, nGaje may suspend or terminate your access to nGaje.

10. Your cancellation of nGaje. You may terminate your use of nGaje at any time by following the procedures below: As soon as you delete an account or service, you will lose all Personnel Data on that instance or service. As a reminder, you are responsible for backing up all Personnel Data you use with nGaje. Termination of nGaje account by you will not alter your obligations to pay all charges due to nGaje.

11. Support Services. nGaje Support Services offerings are described on nGaje’s website http://www.ngaje.com with additional information and detail available in supporting documentation. Basic support is included with your nGaje Cloud Service, which provides for support assistance if you are experiencing problems with your Cloud Service (e.g. machine not provisioning, not responding, etc.) Additional levels of Support Service may be purchased from nGaje.

If you purchase nGaje Support Services you must do so for the entire set of machines under your account. Personnel who have multiple accounts can select the appropriate Support Service tier for individual accounts, but cannot mix and match Support Service tiers within an account.

Support Services are delivered under the terms and conditions of this T&C and the nGaje Support Services Policy.

12. Privacy Policy

Your use of nGaje is subject to the terms and conditions of our Privacy policy which can be found at:

13. Modifications to and Discontinuation of nGaje:

A. Tools. We may modify or discontinue nGaje including adding, removing or changing features or functionality of nGaje from time to time. We will make information available regarding any material change to or discontinuation of nGaje.

B. New Applications. We may make new applications, tools, features or functionality available from time to time through nGaje, the use of which may be contingent upon your agreement to additional terms.

C. APIs. We may modify or discontinue any APIs to nGaje from time to time.

D. T&C and Policies. We reserve the right to modify the terms and conditions of our T&C and Policies (including, but not limited to, our Security and Privacy Policy) from time to time. We will make information available regarding any material changes.

14. Intellectual Property Rights

nGaje, including all Intellectual Property Rights therein and thereto, and any modification thereof, are and shall remain the exclusive property of Itsgone Ltd t/a nGaje and its licensors. You shall not take any action that jeopardises nGaje’s or its licensors’ proprietary rights or acquires any right in nGaje or nGaje’s Confidential Information, except the limited rights expressly granted in this T&C. “Intellectual Property Rights” means any and all (by whatever name or term known or designated) tangible and intangible and now known or hereafter existing (i) rights associated with works of authorship throughout the universe, including, but not limited to, all exclusive exploitation rights, copyrights, neighboring rights, moral rights and mask-works, (ii) trademark, trade dress, and trade name rights and similar rights, (iii) trade secret rights, (iv) patents, designs, algorithms and other industrial property rights, (v) all other intellectual and industrial property and proprietary rights (of every kind and nature throughout the universe and however designated), whether arising by operation of law, contract, license or otherwise, and (vi) all registrations, applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force throughout the universe.

You hereby grant to nGaje a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into nGaje any suggestions, enhancement requests, recommendations or other feedback related to the Cloud Service T&C provided by you to nGaje.

15. Indemnification

You agree to hold harmless and indemnify nGaje, and its subsidiaries, affiliates, officers, agents, and employees, advertisers or partners, from and against any third party claim arising from or in any way related to Personnel Data, your use of nGaje, or violation of these T&C or any other actions connected with your use of nGaje, including any liability or expense arising from all claims, losses, damages (actual and consequential), lawsuits, judgments, settlements, litigation costs and reasonable legal fees, of every kind and nature. In such a case, nGaje will provide you with written notice of such claim, suit or action and reasonable assistance at your cost.

16. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF HRMAGIK IS AT YOUR SOLE RISK. HRMAGIK IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ANY USE OF HRMAGIK IS DONE AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM USING HRMAGIK. HRMAGIK MAKES NO, AND HEREBY EXPRESSLY DISCLAIMS (TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW) ALL WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, OR STATUTE, AS TO HRMAGIK OR ANY MATTER WHATSOEVER. IN PARTICULAR, ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE EXPRESSLY EXCLUDED. HRMAGIK DOES NOT WARRANT THAT THE OPERATION OF HRMAGIK WILL BE COMPLETELY SECURE, ERROR FREE OR UNINTERRUPTED, OR THAT ALL ERRORS WILL BE CORRECTED. YOU ASSUME ALL RISK OF DELAYS OR INTERRUPTIONS IN ACCESS TO OR USE OF HRMAGIK RESULTING FROM USE OF THE INTERNET AND/OR TELECOMMUNICATIONS TO ACCESS HRMAGIK, AND HRMAGIK SHALL HAVE NO LIABILITY FOR ANY SUCH DELAYS OR INTERRUPTION.

17. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL HRMAGIK BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, OR FOR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN ANY WAY RELATED TO THIS T&C OR HRMAGIK. SUCH LIMITATION ON DAMAGES INCLUDES, BUT IS NOT LIMITED TO, LOST GOODWILL, LOST PROFITS, LOSS OF DATA OR SOFTWARE OR WORK STOPPAGE, REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BROUGHT, EVEN IF HRMAGIK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY PROVIDED IN THIS T&C. HRMAGIK’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS T&C OR HRMAGIK, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT YOU PAID TO HRMAGIK DIRECTLY ATTRIBUTABLE TO THE HRMAGIK CLOUD SERVICE PROVIDED UNDER THIS T&C DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY UNDER THIS T&C. HRMAGIK SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY PERSONNEL DATA OR THIRD PARTY SOFTWARE. THE FOREGOING LIMITATION OF LIABILITY IS INDEPENDENT OF, AND SHALL NOT BE DEEMED TO MODIFY HRMAGIK’S OBLIGATION UNDER ANY EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY SET FORTH IN THIS T&C.

18. Notices

18.1. Notices to You. Notices by nGaje may be given to you under this T&C in any of the following manners: a) by sending notices to your email address registered with your nGaje account; b) by overnight courier, personal delivery, or registered or certified mail; or c) posting such notices on the nGaje website. Notices will be effective upon posting or when sent, as applicable.

18.2. Notices to Us. Notices by you to nGaje must be given in either of the following manners: a) by using the Contact Us form found at http://www.ngaje.com or b) by registered/recorded post to the address provided at the end of this document.

19. Entire Agreement

This T&C and including any policies or amendments that may be presented to you from time to time constitute the entire agreement between you and nGaje and shall govern your use of nGaje, including any prior (written or verbal) offers and statements.

20. Governing Law

The Terms of Service and the relationship between you and nGaje, solely relating to the delivery and use of nGaje, shall be governed by the laws of the United Kingdom without regard to its conflict of law provisions. You and nGaje agree to submit to the personal and exclusive jurisdiction of the courts located within the United Kingdom.

21. Nature of Relationship

The Terms of Service do not create or imply any partnership, agency or joint venture between you and nGaje.

22. Feedback, Comments and Questions

We are always looking for ways to improve our services. If you have feedback, comments and/or questions regarding nGaje, please feel free to contact us at:

Itsgone Ltd t/a nGaje

Castor Road

Peterborough

United Kingdom

PE6 7JA