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Letly Platform Terms & Conditions

Please read these licence terms carefully.

This licence agreement ("Licence") is a legal agreement between you ("End User" or "you") and LETLY GROUP (UK) LTD, registered in England and Wales with company number 16256509 and registered address at 15 Stratton Street, London, England, W1J 8LQ ("Letly", "us" or "we") for:

  • Letly's software application known as Letly, including any related API, App, or Website from time to time ("Platform");
  • Provision by Letly of access and use of the Platform ("Services"); and
  • Any online documents provided as part of the Services ("Documents").

We license use of the Services, Platform and Documents to you on the basis of this Licence. We do not sell the Services, Platform or Documents to you. We remain the owners of the Services, Platform and Documents at all times.

Important Notice

By ticking the "Accept" box you agree to the terms of this Licence which will bind you. The terms of this Licence include, in particular, limitations on liability in Condition 5.

If you do not agree to the terms of this Licence, you must not tick the box and you may not download, stream, install or otherwise access or use the Platform.

You should print or save a copy of this Licence for future reference.

1. Definitions

The following defined terms are used in this Licence:

End User Data means the data inputted by or on behalf of you, for the purpose of using or facilitating your use of the Platform and any data generated by, or derived from your use of the Platform, whether hosted or stored within the Platform or elsewhere.

Insights means data derived from your use of the Platform, or the processing of End User Data, including statistical or aggregated data, but excluding personal data.

User Subscriptions means any applicable right granted to you by Letly (or an entity authorised by Letly) to access and use the Services, Platform and Documents in accordance with the terms of this Licence (including any fees or transaction charges, if applicable).

Viruses 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.

Vulnerability means a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term "Vulnerabilities" shall be construed accordingly.

2. Grant and Scope of Licence, Minor Changes, Updates

2.1 Licence Grant

In consideration of you agreeing to abide by the terms of this Licence, Letly hereby grants to you a limited, non-exclusive, non-transferable, revocable licence, to access and use the Services, Platform and the Documents in accordance with the terms of this Licence. You do not have the right to transfer or allow anyone else to use the Services, Platform or Documents without our express permission.

2.2 Your Obligations

You shall:

  1. Provide Letly with all necessary co-operation in relation to this Licence and all necessary access to such information as may be required by Letly to enable Letly to provide the Platform and/or Services.
  2. Without affecting your other obligations under this Licence, comply with all applicable laws and regulations with respect to your activities under this Licence.
  3. Ensure that your network and systems comply with the relevant specifications provided by Letly from time to time.

2.3 End User Data

You shall have the sole responsibility for the legality, reliability, accuracy, integrity and quality of all End User Data. You hereby grant Letly a licence to use the End User Data for:

  1. The proper performance of the Services, including the provision of the Platform;
  2. The development, training, testing, monitoring and improvement of the Services and/or the Platform, including to create aggregated, de-identified and/or pseudonymised insights and datasets, in each case subject to and in accordance with applicable Data Protection Laws and our Privacy Notice;
  3. The purposes set out in our Privacy Notice; and
  4. All other purposes relevant to the proper exercise of our rights and obligations under this Licence.

2.4 Security

You must use reasonable endeavours to prevent any unauthorised access to, or use of, the Platform. You must promptly notify Letly if you become aware of any such unauthorised access or use. You are responsible for maintaining the confidentiality and security of any password or login credentials associated with your account.

2.5 Your Equipment and Connectivity

You are solely responsible for procuring and maintaining your internet access, devices, and telecommunications links required to use the Platform. Letly accepts no responsibility or liability for any third-party platform, hardware, services or networks used by you.

2.6 Updates

Letly may update or require you to update the Platform from time to time, provided that such updates shall not materially degrade the functionality or features of the Platform as described at the time of your registration.

2.7 Operating System Compatibility

The Platform may be upgraded to reflect changes to your device's operating system. Letly does not guarantee compatibility with all future versions of your operating system.

3. Restrictions

3.1 Prohibited Actions

Except as expressly set out in this Licence or as permitted by any local law which is incapable of exclusion by agreement between the parties, you shall not:

  1. Attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means;
  2. Attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform;
  3. Access all or any part of the Services, Platform or Documents to build a product or service which competes with the Services, Platform or the Documents;
  4. Use the Services, Platform or Documents to provide services to third parties;
  5. License, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, Platform or Documents available to any third party except the Authorised Users; or
  6. Attempt to obtain, or assist third parties in obtaining, access to the Services, Platform or Documents, other than as provided under this Licence.

3.2 Prohibited Content

You shall not use the Platform to access, store, distribute or transmit to Letly any Viruses, Vulnerability or any material during the course of your use of the Platform that is unlawful, harmful, infringing, offensive, discriminatory, or which facilitates illegal activity or depicts sexually explicit images or causes damage or injury to any person or property.

We reserve the right, on no less than thirty (30) days' prior written notice to you (such notice specifying the breach of this condition and requiring it to be remedied within the thirty (30) day period), to disable your access to the Platform for the duration of time that the breach remains unremedied.

4. Intellectual Property Rights

4.1 You acknowledge that all intellectual property rights in the Services, Platform, Documents and Insights throughout the world belong to us or our licensors, that rights in the Platform are licensed (not sold) to you, and that you have no intellectual property rights in, or to, the Platform other than the right to use the Platform in accordance with the terms of this Licence.

4.2 You acknowledge that you have no right to have access to the Platform in source code form.

5. Limitation of Liability

5.1 Selection of the Platform

You accept responsibility for the selection of the Platform to achieve your intended results and acknowledge that the Platform has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Platform as described in the Documentation meet your requirements.

5.2 Personal Use Only

We only supply the Services, Platform and Documents for your personal use, and you agree not to use the Services, Platform or Documents for any resale purposes.

5.3 Excluded Losses

We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:

  1. Loss of profits, sales, business, or revenue;
  2. Business interruption;
  3. Loss of anticipated savings;
  4. Wasted expenditure;
  5. Loss or corruption of data or information;
  6. Loss of business opportunity, goodwill or reputation;

where any of the losses set out in conditions 5.3.1 to 5.3.6 are direct or indirect; or

  1. Any special, indirect or consequential loss, damage, charges or expenses.

5.4 Liability Cap

Other than the losses set out in condition 5.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to £500. This maximum cap does not apply to condition 5.5.

5.5 Liabilities We Do Not Exclude

Nothing in this Licence shall limit or exclude our liability for:

  1. Death or personal injury resulting from our negligence;
  2. Fraud or fraudulent misrepresentation; or
  3. Any other liability that cannot be excluded or limited by English law.

5.6 Full Extent of Obligations

This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Services, Platform and Documents. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Services and Documents which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

6. Termination

6.1 Termination by Us

We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.

6.2 Consequences of Termination

Upon termination for any reason:

  1. All rights granted to you under this Licence shall cease;
  2. You must cease all activities authorised by this Licence; and
  3. You must immediately and permanently delete or disable interfaces to the Platform and Services from all computer equipment in your possession, and immediately destroy, delete or return to us (at our option) all copies of the Documents and Platform then in your possession, custody or control and, in the case of destruction or deletion, certify to us that you have done so.

7. Communications Between Us

7.1 Updates to This Licence

We may update the terms of this Licence at any time on notice to you in accordance with this condition 7. Your continued use of the Platform and Services following the deemed receipt and service of the notice under condition 7.3 shall constitute your acceptance to the terms of this Licence, as varied. If you do not wish to accept the terms of the Licence (as varied) you must immediately stop using and accessing the Platform and Services on the deemed receipt and service of the notice.

7.2 Contact Methods

If we have to contact you, we will do so by email or by pre-paid post to the address you provided in accordance with your order of the Platform.

7.3 Deemed Receipt of Notices

Any notice:

  1. Given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter; and
  2. Given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter.

7.4 Proof of Service

In proving the service of any notice, it will be sufficient to prove:

  • In the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice;
  • In the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and
  • In the case of an email, that such email was sent to the email address of the recipient given for these purposes.

8. How We May Use Your Personal Information

Under data protection legislation, we are required to provide you with certain information about who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in our Privacy Notice and it is important that you read that information.

9. Other Important Terms

9.1 Transfer of Rights by Us: We may transfer our rights and obligations under this Licence to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under this Licence.

9.2 Transfer of Rights by You: You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.

9.3 Entire Agreement: This Licence constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter.

9.4 No Reliance on Representations: You acknowledge that in entering into this Licence you do not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence.

9.5 Misrepresentation: You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence.

9.6 Waiver: A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

9.7 Delay in Enforcement: A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

9.8 Severability: Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

9.9 Third Party Rights: This Licence does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence.

9.10 Our Rights: If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

9.11 Governing Law: This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.