Sentinel and Sentinel Resilience are trading names of YUDU. These terms cover the use by customers ('Customer') of the YUDU Alertline accessed via Sentinelresilience.com (the 'Services') and are accepted once the Service is accessed.
All of the information that we collect from you, such as registration and credit card information, is subject to our Privacy Policy which can be found at https://www.sentinelresilience.com/about/privacy.
YUDU will comply with the data processing provision set out at https://www.sentinelresilience.com/about/gdpr
The Trial Period is 10 days from the Customer accessing the Services. There are no financial obligations for the Customer during this period and the terms of the trial are set out on the sentinelresilience.com website. At the end of the trial period the Customer will have the option of ending the trial with no further access or summiting to the annual license.
The fees for use of the Services are shown on the Website. These fees are payable according to the payment terms detailed on the site or on the Order. Overdue fees will attract a late payment fee calculated on a monthly basis as a percentage of the overdue fee using the current Bank of England base rate plus 5%.
The use of the YUDU Services is granted to Customer under license ('Licensed Products') which is a worldwide, non-exclusive, non-transferrable, terminable license. The term of the license is detailed on the Website or on the Order.
Customer agrees that, except and only to the extent that applicable law permits, it will not (and will not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Licensed Products or any part thereof or otherwise attempt to discover any source code, modify the Licensed Products in any manner or form, or use unauthorised modified versions of the Licensed Products, including (without limitation) for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorised access to the Licensed Products.
The license is for Customer’s own use and Customer is prohibited from directly or indirectly sub-licensing use of the Licensed Products to any third parties.
Customer acknowledges and agrees that YUDU owns all rights, title and interest in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, trade names, rights in trade dress and packaging, moral rights, rights of privacy, publicity and similar rights of any type, including any applications, continuations or other registrations with respect to any of the foregoing, under the laws or regulations of any foreign or domestic governmental, regulatory or judicial authority (collectively, the “Intellectual Property Rights”) in the Licensed Products. The license granted to Customer does not convey any rights in the Licensed Products other than those outlined above, or any Intellectual Property Rights thereto. Any rights not expressly granted herein are reserved by YUDU.
Customer will grant YUDU, during the license term, license to copy, adapt and transmit the Customer Content to the extent necessary to provide the Services to Customer and YUDU may not use it for any purpose other than this. The license from Customer will be non-exclusive and non-transferrable and will not survive the termination of the YUDU license to Customer.
YUDU warrants that the Services will be free from material defects under normal use and that the code of the software underlying the Service meets industry standards in all respects.
YUDU provides the customer with a Service Level Agreement (SLA) with details of acceptable service levels and service credits if levels are not met. Other than the conditions set out in the SLA, YUDU does not warrant that the Alertline Services will be uninterrupted or error free nor give any warranty as to the Content thereon. The Services are provided on an 'As Is' and 'As Available' basis for commercial use of the Customer who assumes all responsibility for determining whether the Service or the information generated thereby is accurate or sufficient for their purposes. Customer acknowledges that computer and communication systems are not fault-free and occasional downtimes occur and YUDU cannot guarantee that the Services will be uninterrupted, timely, secure or error-free or that Content loss will not occur.
In no event will YUDU be liable for incidental, consequential, punitive, special or exemplary damages, or indirect damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising from the use of the Services. The maximum liability of YUDU arising out of or in connection with any license, use or other employment of the Licensed Products, will in no case exceed the price paid to YUDU for the Licensed Products.
YUDU will defend, indemnify, and hold harmless Customer and its subsidiaries and their respective directors, officers, employees, and agents from and against all Claims (being all actions, causes of action, liabilities, claims, suits, judgements, liens, awards and damages of any kind) arising out of a bone fide claim of the infringement of any patent or copyright by the Licensed Products or involving the wrongful use of any trade secret or confidential information by YUDU, and shall give Customer notice of all such Claims against YUDU. Notwithstanding this, YUDU will not be liable to Customer for Customer's consequential damages or lost profits as a result of Customer’s inability to use the Licensed Products due to any permanent injunction. Customer will give YUDU prompt notice of all Claims made against Customer or any of its affiliated or subsidiary companies and shall cooperate with YUDU (at YUDU’s expense) in the defence or settlement of such Claims.
If the Licensed Products are, or are likely to be, the subject of an infringement claim, YUDU, at its expense, will: (a) procure the right to allow Customer to continue to use of the Licensed Products, or (b) modify or replace the Licensed Products or infringing portions thereof to become non-infringing, without loss of material functionality. If YUDU is unable to provide one of the remedies in (a) or (b) within forty-five (45) days of notice of the claim, YUDU will have the right to terminate the license and refund all fees paid hereunder for the use of the Licensed Products. The foregoing remedies are in addition to any other remedies Customer would have at law or equity.
If monitoring shows a Customer is using the SMS registrations and messaging in significant excess of the annual limit or in excess of normal usages, fraud monitoring may automatically suspend the account to allow investigation with the Customer. If a Customer account is still overdue for payment after two overdue account reminders have been sent YUDU reserves the right to suspend Customer's access to and/or use of the Licensed Products without liability to Customer.
The termination date for use of the Licensed Products will be the end of the term of the License stated on the Order Confirmation. Licenses will not automatically renew from this date on an annual basis unless agreed by Customer and YUDU. In the event of the breach of any material provisions of these terms and conditions by the other party, either Customer or YUDU may terminate the use of the Licensed Products provided that the terminating party provides written notice to the other party allowing a 30 day period in which to cure the breach and the breaching party fails to cure the breach during this period.
Upon termination of the License for the Licensed Products Customer will have no rights to continue use of the Licensed Products. If termination is a result of a breach on YUDU's part, YUDU will refund the pro-rata portion of any unused fees that may have been made by Customer. If termination is a result of a breach on Customer's part then YUDU will retain all fees that may have been paid by Customer.
Upon any termination or expiration of License YUDU will return to Customer, or at Customer's option destroy, all Customer Data in YUDU's control or possession.
These terms and conditions apply to YUDU and Customer and do not create any joint venture, partnership, agency, or employment relationship between the parties. YUDU reserves the right to name Customer as a user of the Licensed Products.
Customer cannot sub-license the use of the Licensed Products but is permitted to license users for the purpose of fulfilling Customer's business operations. Any disputes, actions, claims or causes of action arising out of or in connection with these terms or the Licensed Products will be subject to the exclusive jurisdiction of the English courts.
If any provision in these terms is held by a court of competent jurisdiction to be contrary to law, the provision will be limited or eliminated to the minimum extent necessary so that the remainder of the terms will otherwise remain in force and effect.
Neither YUDU nor Customer will be liable for any loss or delay resulting from any force majeure event, including, but not limited to acts of God, fire, natural disaster, terrorism, labour stoppage, war or military hostilities or criminal acts of third parties. This shall not operate to excuse any failure to pay any amounts when due.
YUDU will not process or transfer the Customer Data outside of the United Kingdom unless it has obtained the Customer’s prior written consent. Specifically the transfer of phone numbers (only) to a third-party service provider (Twilio, US based); the sending out SMS messages and conducting conference calls.
The links to the GDPR statements and assurances are:
Twilio’s Data protection addendum to the YUDU/Twilio agreement
https://www.twilio.com/en-us/legal/data-protection-addendum
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