Coeus Software Ltd | Quvo mobile working platform | Terms and Conditions
PoliceBox© and Quvo© are workforce mobility platform, designed for any
organization employing mobile work teams. They deliver straightforward digital
transformation of workflow and business processes empowering organisations to
be in control of the design, management, and implementation of their operational
processes, without needing to rely on third party suppliers or consultants.
PoliceBox is designed specifically for operational Policing in the UK
operating at OFFICIAL.
Quvo is designed for public sector organisations such as Local and Central
Government, Fire, Ambulance, NHS, Justice operating at OFFICIAL.
PoliceBox and Quvo allow offline and online working with smartphones, tablets
or PCs running Android, iOS or Windows.
Coeus Software Ltd (Coeus) reserves the right to amend and revise these terms
and conditions when necessary due to changes in legislation, codes of conduct,
regulations and Government policy. When this occurs, Coeus will bring any
changes to your attention in as many formats as necessary, but primarily in email
format, to the principal contact associated with this agreement. Your acceptance
may be provided in writing to Coeus but will be implied through your continued
use of the Solutions, after notification of any such changes has been issued.
This licence agreement is between you as a Solutions subscriber (“you”, “your”,
“your organisation” or the “Customer”) and Coeus Software Ltd (Company No.
05830505) whose registered office is Pixel Mill Business Centre, Appleby Road,
Kendal, Cumbria, England, LA9 6ES, England (“Coeus” or “we”) for this software
Coeus are the sole owner and operator of the Solutions. The agreement
includes a licence to the Software, all maintenance releases, updates, upgrades
or features to the Software, if any, provided by Coeus either directly or indirectly
to you and the associated documentation and training materials provided during
the installation process.
You agree to be bound by the following terms and conditions. If you are entering
into this agreement on behalf of an organisation (e.g. Police Force) or other
legal entity you represent, you have the authority to bind such entity (and its
affiliates) to these terms and conditions hence, the terms “you” and “your” shall
refer to the entity (and its affiliates).
Any breach of these terms and conditions by you or your organisation’s users
may result in the termination of this agreement and your use of the Software
will be terminated. In the event that Coeus suspects that a data breach or any
unlawful use of the Software has taken place, then the relevant authorities will
This Licence covers the subscription agreement (Agreement) for the Software
and ‘Standard’ support services1 (Support) which are made on a non-exclusive,
non-transferable basis as well as any optional services that you may wish to
purchase from time to time during the term of the agreement.
The Agreement allows you to use the Software which includes the Software as
a Service cloud service, the Hybrid Server, the Process Design Tool and Client
Application under the terms set out herein and integrated into your back office
systems in whole or in part using Connectors which comply with the relevant
The Agreement (including Licence grant) does not cover Connectors obtained
from third party suppliers (including Coeus partners), nor does it cover the
Licence to use integration capabilities of third party systems such as target
backoffice systems, which will require separate Licence cover. The arrangement of
such cover remains your responsibility.
The Agreement may incorporate a minimum term, which will be clearly stated
on your order.
1.1. The following definitions in this clause apply to these terms and conditions:
“Client App” means the mobile phone and tablet application via which the
Customer’s end-users of the Solution get access to the Solution.
“Connectors” means the optional modules to the PoliceBox and Quvo
cloud services, some of which are made available ‘off the shelf’ by Coeus
or which may be specially developed by Coeus or specially selected third
parties upon the request of the Customer.
“Data Protection Laws” means the UK Data Protection Legislation and (for
so long as and to the extent that the law of the European Union has legal
effect in the UK) the General Data Protection Regulation ((EU) 2016/679)
and any other directly applicable European Union regulation relating to
“Hybrid Server” means the virtual server to be installed on the Customer’s
network, in accordance with the instructions provided by Coeus, on which
the PoliceBox API will be installed.
“Platform” means the Microsoft Azure platform on which PoliceBox and
Quvo are hosted.
“Price List” means Coeus’ pricing for the supply of any Services as outlined
to the Customer upon the Customer’s order of Services.
“Business Process APP Design Tool” means the tool made available to
the Customer as an optional extra to the Services for the purposes of
assisting in process mapping and management.
“Services” means all services to be provided to the Customer by Coeus in
accordance with these terms and conditions, as more specifically outlined
in the Specification, which will include the On-Boarding Services, OffBoarding Services, the Hybrid Server, the Client App and support services
together with any Connectors, Training Services and Data Return Services
that the Customer may choose to procure at its sole discretion.
“Software” means the Solution’s application, the Hybrid Server, the
Process Design Tool, the Client App and any Connections supplied by
Coeus to the Customer under these terms and conditions.
“Solution” means each of PoliceBox or Quvo together and/or interchangeably
(where the context requires) depending on which specific Solution you
“Specification” means the specification agreed between Coeus and the
Customer detailing the Services to be provided by Coeus, the timescales
for such Services to be delivered and such other details as the parties
“UK Data Protection Laws” means any data protection legislation from
time to time in force in the UK including the Data Protection Act 1998 or
2018 or any successor legislation.
Terms and Conditions of Use
a. Prior to making the Solution ‘live’ for the Customer’s end users Coeus will
provide the on-boarding Services as outlined in the Specification.
b. As part of the on-boarding service Coeus will provide support services
as outlined in the Specification, included within the charge for the onboarding services as outlined in the Price List.
1.3. User Management
c. In this section the phrase ‘you’ covers both the Customer and the
Customer’s end-users of the Solution.
d. As a PoliceBox customer, you undertake to use the Software for valid
operational policing purposes, in the context of a mobile information
processing solution, for data classified up to and including OFFICIAL.
e. As a Quvo customer, you undertake to use the Software for valid
operational purposes, in the context of a mobile information processing
solution, for data classified up to and including OFFICIAL.
f. You shall remain the owner of the data that is collected with and handled
by the Software. You agree that Coeus Software is not responsible for
the content collected by you, during your use of the Solution.
g. You undertake to maintain your responsibilities in relation to the European
Convention on Human Rights, the Data Protection Act (1988 & 2003),
Protection of Freedoms Act (2012) and the Home Office Code of Practice
on Management of Police Information and all prevailing legislation and
guidance in relation to the collection and use of data handled using the
h. You undertake to audit the usage and behaviour of your user community
to ensure that the Solution is being used for a valid policing or security
purpose to ensure that the Software’s integrity and compliance is
1.4. Inappropriate Use
a. You understand that you as (or anyone acting as an agent of) a commercial
competitor of Coeus are prohibited from using or handling the Software in
any respect unless you have prior written permission from Coeus. Coeus
will take legal action against any contravention of this requirement.
b. The Solution has been developed by, and as a result is owned by, Coeus
and is not available as an open-source solution. Nothing in these terms,
or any agreement between Coeus and you will result in the Solution
c. You are not permitted to rent, lease or sub-licence any aspect of the
Software under this agreement without the prior written consent of Coeus
and unless the sub-licensee is considered by Coeus to be in scope, under
the terms of this Agreement.
d. You are not permitted to make any alterations to the Hybrid Server, the
Business Process App Designer Tool, any supplied Connectors or the
Client App other than for:
1) Deploying Connector(s) to the Hybrid Server for the purposes of
integration with back-office systems,
2) Modifying business processes (configuration) with the Process Design
3) Deploying the Client App to devices such as through a Mobile Device
Management (MDM) platform.
e. You are not permitted to disassemble, de-compile, reverse-engineer
or create derivative works based on the whole or part of the Software
1) The apparent purpose of achieving integration since the Software
provides adequate integration points,
2) The purpose of creating software which is substantially similar to the
3) The apparent or deliberate purpose of unauthorised connecting to the
SaaS components of the Software.
4) Obtaining data in bulk from your subscription.
f. You must not permit the creation or use of tools or applications which
falsely represent the Solution product, both in terms of the functionality
or the user interface which the Solution provides.
g. You must not misuse the Solution by knowingly introducing viruses or
malware of any kind and you agree to ensure that users and devices under
your control are appropriately safeguarded with endpoint protection and
device controls which limit the extent by which unsolicited information
can be used from the Internet.
1.5. Data Management and Protection
a. In this section capitalised terms that have not been defined shall have the
meaning given to them in the Data Protection Laws.
b. You understand and agree that the data inputted into the Solution will
be transferred between the Solution components held within your ICT
environment and endpoints known as the Mobile Interface Gateway (MIG)
and the Interface Gateway (BIG) on the Platform across an appropriately
protected network infrastructure for the purposes of information assurance.
c. The Solution technical processing of data, through all of its components,
ensures that it is compressed and encrypted when transferred between
endpoints. This is in addition to the use of any VPNs and other information
assurance products implemented by you.
d. Coeus is not responsible for the failed or delayed transferring of data when
the network connectivity service that is under your control (and outside the
control of Coeus) is disrupted or unavailable. However, Coeus may provide
knowledgebase information to assist in expedient resolution associated with
incident and problem management.
e. You agree that the Solution may store data at rest on the user’s device in a
compressed and encrypted manner in order to achieve the ‘offline’ capability.
This data at rest may include part-completed tasks as well as completed or
abandoned tasks that are waiting to be sent to the Solution database, and
recently completed tasks to which the user may need to refer. Data at rest
also includes user profile data.
f. You acknowledge that completed or abandoned tasks and business processes
will be stored in the Solution database in the cloud environment, which will
be segregated specifically for your sole use and held in an encrypted state.
You agree that it is your responsibility to vet, filter and cleanse such data as
per the legislation and guidelines applicable to you.
g. You acknowledge that the Solution and the Client App utilise location data
to provide the functionality you require from the Software as a whole. By
using the Client App you accept that such data will be collected, stored and
transferred in accordance with the terms of this agreement.
h. The Solution database will be protected at its boundary by security appliances
(including firewalls) within the Platform.
i. In ensuring that only genuine users have access to the service and its data,
the Solution database will also be protected by an intelligent service, in the
cloud, governed by federated identity management. The service protects
the interconnectivity with Solution components that are stated as installed
in your ICT environment including the Client application. You acknowledge
that it is your responsibility to ensure that access is granted only to users
that have a requirement in order to perform their duties on your behalf.
j. Accessing and use of all aspects of the Solution will be continuously audited
and the audit will be made available to you for monitoring purposes upon
k. Data held in the Solution database serves as the authentic copy of your
data as collected by the user at the time of capture. Should you require
such data to be authenticated the Solution will be able to assist with such
authentication at the rates set out in the Price List.
l. The parties acknowledge that for the purposes of the Data Protection Laws,
Coeus is the Data Processor and the Customer is the Data Controller of any
Personal Data transferred or processed using the Software.
m. Both parties warrant to one another that they shall comply with their
respective obligations under the Data Protection Laws in respect of such
n. The Customer will ensure that it has all necessary appropriate consents and
notices in place to enable lawful transfer of the Personal Data to Coeus for
the duration and purposes of this agreement.
o. Coeus shall, in relation to any Personal Data processed in connection with
performance by Coeus of its obligations under this agreement:
i. process that Personal Data only on the written instructions of the
ii. ensure that it has in place appropriate technical and organisational
measures, reviewed and approved by the Customer, to protect
against unauthorised or unlawful processing of Personal Data
and against accidental loss or destruction of, or damage to,
Personal Data, appropriate to the harm that might result from the
unauthorised or unlawful processing or accidental loss, destruction
or damage and the nature of the data to be protected, having
regard to the state of technological development and the cost of
implementing any measures (those measures may include, where
appropriate, pseudonymising and encrypting Personal Data,
ensuring confidentiality, integrity, availability and resilience of its
systems and services, ensuring that availability of and access to
Personal Data can be restored in a timely manner after an incident,
and regularly assessing and evaluating the effectiveness of the
technical and organisational measures adopted by it);
iii. ensure that all personnel who have access to and/or process
Personal Data are obliged to keep the Personal Data confidential;
iv. assist the Customer, at the Customer’s cost, in responding to
any request from a Data Subject and in ensuring compliance
with its obligations under the Data Protection Legislation with
respect to security, breach notifications, impact assessments and
consultations with supervisory authorities or regulators;
v. notify the Customer without undue delay on becoming aware of a
Personal Data breach; and
vi. at the written direction of the Customer, delete or return Personal
Data and copies thereof to the Customer on termination of the
agreement unless required by any laws to store the Personal Data.
p. In respect of PoliceBox and Quvo Coeus warrants that any Personal Data
stored by it for the provision of the Services shall be stored only within
q. In the event of a suspected data breach, Coeus will assist the relevant
authorities on a case-by-case basis to provide audit trails and system
logs for the purposes of investigation of any such allegation. Coeus will
apply a charge to you for this assistance in accordance with the Price List
unless such breach can be attributable directly to Coeus in which case
such assistance shall be provided without charge.
r. The parties agree that nothing in this agreement shall prohibit or prevent
Coeus collating anonymised data generated by the Customer’s use of the
Services and/or Solution, which can be used by Coeus for the purposes of
monitoring and improving the performance of the Services and Solution
together with providing to the Customer, and third parties, reports and
collateral regarding such anonymised data.
1.6. Hybrid Server Licence
a. To make use of the PoliceBox and Quvo Solutions you must have installed
on your network the Hybrid Server.
b. Prior to the launch of the Solution (as detailed in the Specification) Coeus
will make available to the Customer an executable copy of the Hybrid
Server, together with clear instructions as to how to install the Hybrid
Server on the Customer’s network.
c. Coeus shall provide such reasonable assistance as the Customer may
require in installing and setting up the Hybrid Server so as to enable it to
utilise the Services.
d. The licence for the Hybrid Server shall commence upon the delivery of
the executable file, as outlined above, and shall renew annually in line
with these terms and conditions and shall automatically expire on the
termination of the agreement.
e. The Customer agrees that it shall not alter any settings within the Hybrid
Server unless under the express instruction of Coeus.
f. Should, by reason of the actions of the Customer, a fault arise with the
Hybrid Server Coeus shall provide such support and assistance as may be
reasonably required to rectify such fault at the costs outlined in the Price
g. Coeus warrants that the Hybrid Server shall operate materially in
accordance with the Specification throughout the term of the agreement.
h. Upon termination of the agreement the Customer shall immediately
uninstall the Hybrid Server from its network and shall delete any files
relating to the Hybrid Server from its systems. Coeus reserves the right
to perform such actions without reference to the Customer in the event
the Customer has failed to comply with its obligations in this clause by 14
days after the termination of the agreement.
1.7. Connectors provided by Coeus
a. Connectors provided by Coeus (either off-the-shelf or specially created
for you) are licensed in accordance with these terms and conditions with
the following exceptions:
1) They are licensed on an annual basis which will cover update releases
and service management.
2) The licence shall automatically expire on the termination of this
3) They are licensed in accordance with the Price List or built to an agreed
specification and price for specially developed Connectors.
4) Pricing for ‘off-the-shelf’ Connectors, built by Coeus, may be found on
the Price List.
5) Pricing for our specialist Connector development capability will be
dependent on your requirement. Coeus will work with you to agree a
specification from where pricing will be derived from our rate card on
the basis of the amount and types of resources needed to build, test,
deploy and maintain the Connector for you.
6) Where Coeus is producing specially developed Connectors for you, the
specification of the Connectors shall be agreed between the parties,
together with a timescale for delivery of the completed Connectors, and
this shall form part of the Specification. The Customer acknowledges
and agrees that where it asks for Coeus to develop Connectors
specifically for the Customer Coeus shall be entitled to make these
Connectors available to any other users of the Software. Coeus agrees
that where it does make such bespoke Connectors available for other
users of the Software it shall only charge such customers for any time
spent by Coeus in altering the Connector for their own purposes and
not for the Connector itself.
7) Coeus warrants that any Connectors provided by it shall operate
materially in accordance with their description and any specification
throughout the term of this agreement.
1.8. Connectors provided by You or Third Parties
a. You are able to build your own Connectors (either by yourself or by
engaging a separate third party) as long as those connectors:
1) Comply with the Connector API and SDK provided by Coeus which we
will supply to you.
2) Are fully tested by you before it is deployed to ensure that its use (and
distribution) of your data is appropriate and proportionate to your
b. Connectors that are built either by yourself or by engaging a separate
third party are deployed at your own risk. Coeus cannot accept liability
for loss, damage or corruption to data brought about by the use of such
a Connector. Should the use of such Connectors result in the reduction
of functionality of, or damage to, the Software, Coeus shall be entitled to
charge the rates set out in the Price List to complete any corrective action
required to fix such damage.
1.9. Process Mapping Services
a. Where Coeus is providing process mapping services it can only perform
such services effectively with the full cooperation of the Customer.
b. The Customer warrants that to enable Coeus to effectively provide the
process mapping services it shall:
1) Cooperate fully with Coeus;
2) Give Coeus access to such resource, personnel and systems as Coeus
may reasonably require to perform the Services;
3) Give clear instructions and guidance to Coeus as to what processes
require mapping and the expected outcome from the Services;
4) All process mapping services shall be charged at the rates set out in
the Price List.
1.10. Training Services
a. Where Coeus is providing training services the parties will agree the scope
of such Services in the Specification.
b. All training Services will be provided at the costs outlined in the Price List.
c. Coeus warrants that the training will be provided by personnel with
sufficient experience and expertise in the subject area of the training.
d. Coeus warrants that any personnel attending the Customer’s premises
shall follow all reasonable instructions given by the Customer in respect
of security, confidentiality and health and safety.
e. The Customer shall provide Coeus with such access to its premises and
systems as Coeus reasonably requires to provide the training services.
f. The Customer warrants that any of its personnel attending training shall
arrive to the training promptly and shall not act in a disruptive manner
throughout the provision of the training services.
g. The Customer shall provide Coeus and its personnel with suitable
refreshments throughout the course of the training and shall also arrange
for such equipment to be available to assist with the training as may be
reasonably required by Coeus.
1.11. Business Continuity
a. Coeus will ensure data stored in the Platform on your behalf is backed
up on a daily basis and stored for a retention period of at least fourteen
(14) days in accordance with Coeus’ disaster recovery policy, which is
available upon request. However, this does not remove the responsibility
on the Customer to keep its own backup of such data and Coeus shall not
be liable for any loss of data where the Customer has not complied with
best practice with regard to its own backups of its data.
b. Should you require a copy of the latest back-up of your data you must
notify Coeus as soon as reasonably practicable and Coeus will arrange for
the data to be supplied to you in a manner agreed between the parties.
1.12. Bandwidth Usage
a. Your use of the Solutions will incur bandwidth usage with the Platform
provider our price plan will state our fees associated with your use of the
b. You acknowledge that the cost of such bandwidth is not set by Coeus and
is subject to change at the discretion of Microsoft. We will use reasonable
efforts to notify you as soon as reasonably practicable should we become
aware of any changes to such charges.
1.13. Solution Management
a. Coeus provides support through its service desk, which is available to
subscribers under the terms outlined below.
b. Service management includes the day to day running and monitoring of
the Solution service in the cloud, which includes
5) The Solution Database,
6) Mobile Interface Gateway,
7) Back office Interface Gateway, and
8) Self-Service html interface.
c. Service management includes the correct operation of the following the
Solution components which are held in your ICT environment. Incident
and problem management will commence upon You placing a service
desk ticket being with Coeus.
1) The Solution Client Application,
2) 2) Business Process App Designer Tool,
3) the Solution Connector API and SDK,
4) Hybrid Export Server,
5) Real-time Search Gateway, and
6) Graph Server (Active Directory Federated Identity integration).
d. It is your responsibility to inform Coeus of any planned or unplanned
downtime of back office systems upon which your subscription depends.
Effective resolution of service desk tickets is dependent upon this essential
1.14. Off-Boarding and Data Return Services
a. The off-boarding services will automatically commence upon receipt
of notice of termination by Coeus, where the Customer is terminating
this agreement, or upon issue of notice of termination where Coeus is
terminating this agreement.
b. Coeus shall use commercially reasonable endeavours to complete the offboarding services by no later than the date termination of this agreement
c. Where the Customer did not select the data return services at the point
of order, by no later than fourteen days (14) following the termination
of this agreement the Customer shall notify Coeus whether it wishes to
receive the data return services. All such Services shall be charged in
accordance with the Price List.
d. Should the Customer not select the data return services at the point
of order, or fail to notify Coeus of its requirement for the data return
services in accordance with clause 1.14 c above, Coeus shall be entitled
to deem that such Services are not required and delete any data held by
it for the Customer in accordance with the terms of this agreement or any
applicable legislation relating to the storage and retention of such data.
e. Should the Customer require the provision of the data return Services the
parties shall mutually agree a date and location and method for the data
to be returned to the Customer.
f. It shall be the responsibility of the Customer to supply any such hardware
that may be required to complete the transfer of the data. Coeus shall
provide such reasonable assistance as may be required by the Customer
in this regard.
g. Coeus shall be responsible for arranging all such access (whether physical
or electronic) as may be required by the Customer to obtain its data.
h. Coeus shall not be liable for the outcome of the data return Services
unless it has agreed to perform such services on behalf of the Customer.
a. You understand and accept that Coeus uses Microsoft Azure as its partner
to host the Solutions. While Coeus takes every care to ensure that the
Platforms’ availability terms are at least in accordance with good industry
practice, Coeus makes no warranties or guarantees as to Service or
Solution availability and Coeus cannot and will not be held responsible
for outages or disruption to the service which occurs within the hosting
environment that is out of the control of Coeus.
b. You understand and accept that the Solution service is reliant upon
specialist network connectivity that is owned and operated outside the
control of Coeus. Coeus cannot be held responsible for outages or
disruption to the service which occurs within these specialist networks.
c. Subject to what is agreed in Your order, You agree that Coeus shall not
be liable for any direct costs, expenses, loss of revenue, profit, data,
savings, opportunity, contracts or interest or any indirect, incidental,
special or consequential losses arising in connection with this agreement
and your use of the Solution, including but not limited to damages for loss
of: productivity, goodwill, use or other intangible losses (even if Coeus
have been advised of the possibility of such damages) resulting from:
1) The use (including misuse) or inability to use the Solution service
(including but not limited to the Solution Connector API and associated
Connectors whether they use the API and the SDK or seek an alternative
integration point not approved by Coeus).
2) The cost of procurement of professional services entered into by you
for the creation of business processes or Connectors from third parties
engaged by you.
3) The cost of procurement of tools, products and services, including
but not limited to: Mobile Device Management (MDM) systems, VPNs,
mobile devices and mobile broadband services and servers (including
operating systems and associated licensing) which are to be used by
you, for the running of the Solution components which are stated as
being installed in your ICT environment.
4) Unauthorised access to or alteration of your transmissions or data,
including that which caused by unauthorised manipulation of Coeus
software components or, the invocation of the Solution service by
software components that are not the Solution components or, using
Connectors from untested sources or a combination of any of any such
d. Without prejudice to the clause, 1.15 c (above) or any other provision of
this agreement and to the extent only that Coeus cannot lawfully exclude
its liability, Coeus’s maximum aggregate liability under or in connection
with this agreement whether in contract, tort (including negligence) or
otherwise, shall in all circumstances be limited to a sum equal to the
charges paid by you to Coeus for the Services during the previous 12
months (or anticipated to be paid in the 12 months immediately following
any such claim where the Services have not yet been provided for 12
e. Other than for that which is expressly stated in this agreement to set
out the obligations and liabilities of Coeus Software Ltd in the delivery
of the Solution service to you, there are no conditions, warranties,
representations or other terms, express or implied, that are binding on
f. Any condition, warranty, representation or other term concerning the
provision of the Solution Service which might otherwise be implied into,
or incorporated in, this agreement whether by statute, common law or
otherwise, is excluded to the fullest extent permitted by law.
1.16. Cancellation and Termination
a. Coeus may terminate this license agreement (and thereby the Solution
subscription) without liability in any form, by written notice to you if it is
found that you are in breach of any aspect of this agreement and you fail
to evidence that such breach has been remedied within a period of 14
working days from the issue of the written notice.
b. If you are provided with a trial of the Solution, this will be given on a timebounded basis which may be delivered from a cloud environment which is
not suitable for operational protected information. It is your responsibility
to ensure that the trial is suitable for your requirements in this regard.
The length of the trial will be clearly outlined upon its commencement.
At the end of the trial, your subscription will be cancelled and your data
will be removed if you do not purchase a subscription before the end of
the trial. Coeus will not be liable to you for any such actions.
c. You may cancel this license agreement, by written notice to Coeus at any
time, giving not less than 30 days’ notice, such notice to expire at the
end of the minimum subscription term (as outlined in your order) or any
renewed term as outlined in the following sentence. Save for where the
agreement has been terminated, at the end of the minimum subscription
term (or any renewed term) this agreement shall automatically renew
for a further period the same length of time as the minimum subscription
term. You remain responsible for ensuring that the Solution service
has been cancelled. You undertake to do so formally, in writing, by an
authorised signatory in your organisation. A telephone call or email will
not be sufficient to cancel your subscription.
d. Your agreement commences on the date you accept it (or are deemed to
accept it by your use of the Solution) and is valid for the stated minimum
1.17. Intellectual Property Rights (IPR)
a. All intellectual property rights in the Solutions, Software and Services,
including any specially developed Connectors developed by Coeus under
professional services shall remain vest in and owned by Coeus.
b. You acknowledge that in respect of any third party intellectual property
rights in the Solution, Software and Services (including those relating
to the Platform) these are sub-licenced to you by Coeus as a channel
partner and the rights in them remain with those third parties.
c. All supplier materials are the exclusive property of that supplier.
a. You shall not, without the prior written agreement of Coeus, issue any
form of press release or publicity relating to your use of the Solution.
b. You agree to allow access to your Active Directory to the Solution, using
Active Directory Federation Services (ADFS), for federated identity
management for the purposes of integrated authentication of genuine
c. You understand that end users can continue to collect information
using the Solution client application when bandwidth is unavailable
(offline capability), and that your completed tasks and processes will
be transmitted on your behalf as soon as mobile bandwidth is restored
to the device. You also acknowledge that it is not possible to transmit
completed tasks or conduct back-office systems research or information
retrieval when such bandwidth remains unavailable.
d. Coeus, as the service provider, is unable to access or inspect your
data at any point within the Solution service (including the constituent
components). Coeus will not access your data (other than for reviewing
run-time logging information for incident and problem management
purposes) in any respect.
e. Coeus shall provide all Services with reasonable skill and care and in
accordance with good industry practice.
f. Unless otherwise stated, time shall not be of the essence for the delivery
of any Services under these terms and conditions.
g. This agreement, its subject matter and its formation (and any noncontractual disputes or claims) are governed by English law and subject
to the exclusive jurisdiction of the English courts.
h. Each of the provisions of this agreement operate separately. If any
court or competent authority decides that any of them are unlawful or
unenforceable, the remaining provisions will remain in full force and
i. If Coeus fails to insist upon that you perform any of your obligations
under this agreement or if Coeus does not enforce its rights against you,
or if Coeus delays in doing so, that will not mean that Coeus has waived
its rights against you and will not mean that you do not have to comply
with those obligations. If Coeus does provide a waiver by you, Coeus
will only do so in writing and will not mean that Coeus will automatically
provide any later waiver to you.