Terms of Use

safedealroom.com is a site operated by Clave3Tech Limited. Clave3Tech Ltd is registered in England and Wales under company number 8645411 and has a registered office 145-157 St John Street, London EC1V 4PW, United Kingdom.

Clave3Tech Ltd’s VAT number is GB214725818.

1. Definitions

Client: Individual responsible for the setup of the Dataroom, its organisation, governance and content. Client has the right to appoint accounts with editor rights (“Editor”) but is solely responsible for all content stored on safedealroom services.

Client Data: any documents or information uploaded by the Client to the Dataroom.

Dataroom: Secured environement provided by safedealroom where Client Data is being stored.

Users: individuals nominated by Client who have the permission to access the dataroom to review Client Data.

2. Introduction

These terms of use, together with any documents referred to within them, are the terms on which you ,the “Client” and/or “User”, may make use of the safedealroom website (the “safedealroom website”), whether as a guest or a registered user. The service provided to you by the safedealroom website includes the ability to access or browse the material that has been uploaded on the safedealroom website (the “Service”) by the Client.

By accessing this website, you are agreeing to be bound by and comply with these website terms of use and all applicable laws and regulations. You agree that you are responsible for compliance with any applicable local laws. Please read these terms of use carefully before you start to use the safedealroom website, as these will apply to your use of the safedealroom website. safedealroom recommends that you print a copy of these terms for future reference.

You are responsible for making all arrangements necessary for you to have access to the safedealroom website.

The Client is also responsible for ensuring that all Users who access the safedealroom website through its internet connection or as persons authorised by the Client are aware of these terms of use, and that they comply with them.

If you do not agree with any of these terms, you are prohibited from using or accessing this site.

The Client/User acknowledges that the Internet is separate from the Services and that use of the Internet is at its own risk and subject to any applicable Laws. safedealroom has no responsibility for any goods, services, information, software, or other materials which the Client/User may obtain from a third party when using the Internet.

safedealroom does not check, scan or verify content of information and data transmitted on the Internet. safedealroom does not make judgments with regard to the appropriateness of material for transmission, or guarantee the nature, content, truth, accuracy or reliability of such material. While safedealroom backs up its server computers as a regular part of its internal systems administration, safedealroom does not guarantee any storage or backup of the Client Data.

The Client acknowledges that breach to these terms of usemay result in suspension or termination of the Client’s or Users’ right to use the Service: The materials contained in this web site are protected by applicable copyright and trade mark law.

3. Safedealroom Services

Safedealroom provide the following Services to make Client Data available for acess to Users:

4. Use Licence

safedealroom grants access to its website to you as a Clientor as a User nominated by the Client. This is the grant of a non-exclusive, revocable licence, not a transfer of title, and under this licence you may not:

5. Disclaimer

The materials on the safedealroom website are provided “as is” and for general information only.

The content on the safedealroom website is not intended to amount to advice on which you should rely. safedealroom makes no representation, warranty or guarantee, express or implied, including without limitation, any implied warranty of fitness for a particular purpose, or non-infringement of the intellectual property of a third party or non-violation of other rights. Further, safedealroom does not represent, warrant or guarantee the accuracy, completeness, likely results, or reliability of the use of the materials on the safedealroom website or otherwise relating to such materials or on any websites linked to this website.

You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the safedealroom website.

6. Personal Information

safedealroom will protect personal data by setting up security safeguards against loss or theft, as well as unauthorised access, disclosure, copying, use or modification in compliance with the UK Data Protection Act 1998.

safedealroom’s privacy policy sets out the terms on which safedealroom processes any personal data that it collects from you, or that you provide to safedealroom. By using the safedealroom website, you consent to such processing of your personal data by safedealroom and you represent and warrant that all personal data provided by you is accurate.

7. Service Levels

Knowledge of the Internet. Client/User agrees to obtain a basic knowledge of the Internet and its operating principles and procedures. safedealroom does not guarantee that the safedealroom website, or any content on it, will always be available or be uninterrupted. Access to the safedealroom website is permitted on a temporary basis. safedealroom may suspend, withdraw, discontinue or change all or any part of the safedealroom website without notice. safedealroom will not be liable to the Client/User if for any reason the safedealroom website is unavailable at any time or for any period.

Scheduled maintenance will not normally result in a Service interruption. If scheduled maintenance requires a Service interruption, safedealroom will (i) unless agreed in writing, perform commercially reasonable endeavours to provide a Client with five (5) working days prior written notice (ii) work with the Client to minimise such interruptions, where reasonable; and (iii) use commercially reasonable endeavours to perform such maintenance outside normal business hours, being 8:30am to 6:00pm on a day other than a Saturday, Sunday or a public holiday in England and Wales (“Business Hours”).

8. Client Data

The safedealroom Services may only be used for lawful purposes. Storage of any material through the safedealroomServices, or use of any part of it, in violation of any UK law or regulation is prohibited. Such prohibited transmission might include, but is not limited to: copyright material, material legally judged to be threatening or obscene and material protected by trade secret/confidentiality, whether or not the end user was aware of the content of the material or of the relevant law.

This applies in particular to any content posted by accounts with Editor’s right.

Whenever you make use of a feature that allows you to upload content to the safedealroom website, or to make contact with other users of the safedealroom website, you must comply with the content standards set out in the safedealroom Acceptable Use Policy. You warrant that any such contribution does comply with those standards, and you will be liable to safedealroom and indemnify safedealroom for any breach of that warranty. If you are a consumer user, this means you will be responsible for any loss or damage that safedealroom suffers as a result of your breach of warranty.

9. Acceptable Use Policy

Obligation set forth here apply to anyone accessing safedealroom services including both Client and Users.

Each Client/User shall be issued with a password to access the Services and shall take all reasonable steps to keep such password private and confidential, and ensure that it does not become known to unauthorised persons. If the password becomes known to any unauthorised person, the Client/User will immediately inform safedealroom and the password shall be changed immediately by safedealroom.

You shall not knowingly misuse the Service or the safedealroom website for transmission of computer viruses, Trojans, worms, logic bombs for transmission of any material which is defamatory, offensive, malicious, technologically harmful, abusive or of an obscene or menacing character, or which may cause annoyance, inconvenience or anxiety, or for the posting of any such material to bulletin boards or newsgroups in a manner which constitutes a violation or infringement of the rights of any person. safedealroom does not guarantee that this site will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform in order to access the safedealroom website. You should use your own virus protection software.

You must not attempt to gain unauthorised access to the safedealroom website, the server on which the safedealroom website is stored or any server, computer or database connected to the safedealroom website. You must not attack the safedealroom website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. safedealroom will report any such breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the safedealroom website will cease immediately.

In the event that a Client or a User is in breach of any provision of these terms of use, safedealroom shall be entitled to suspend services forthwith without notice and/or terminate this Agreement.

Whenever you make use of a feature that allows you to make contact with other users of the safedealroom website, you must comply with the content standards set out in the safedealroom Acceptable Use Policy. You warrant that any such contribution does comply with those standards, and you will be liable to safedealroom and indemnify safedealroom for any breach of that warranty. If you are a consumer user, this means you will be responsible for any loss or damage that safedealroom suffers as a result of your breach of warranty.

The purpose of the Services provided to the Client by safedealroom is the storage and transmission of confidential documents. This means that the space provided on safedealroom platform must not be used as an FTP (file transfer protocol) area for the transmission of demo software and other high bandwidth applications. These applications are at the discretion of safedealroom.

safedealroom reserves the right to limit the transfer of data if such transfer of data is deemed to cause high traffic demands by way of download of files, whether through the size of file and/or the number of users of a particular Service. The Client acknowledges their obligation to inform safedealroom of the exact nature of files by size, type, content and understand that a surcharge may be levied for the additional bandwidth required to accommodate increased levels of traffic. The Client has the right under these conditions to terminate the Service on provision of one month’s notice and an appropriate pro-rated refund will be made to the Client, minus administration charges of safedealroom.

The User (acting through its authorised persons) may print copies, and may download extracts, of any page(s) from the safedealroom website for use strictly for the purposes for which the User has been granted access to the safedealroom website. The User undertakes that it will not use any part of the content on the safedealroom website for any other purpose.

Improper Use. The Client/Userwill not violate certain generally accepted guidelines on Internet usage such as restrictions on mass mailings, mass advertisements, pirating or copying of software, mail bombing or other methods of attempting to deny service or access to other users, and attempts to violate security.

Security. The Client/User is required to protect the security of its Internet account and usage. The Client/User's security policies and procedures, their implementation and their connection to the Internet are the Client/User's responsibility.

Password. The Client/User will treat its password as private and confidential and will not disclose or share it with any unauthorised third parties. Any packet filtering services provided by safedealroom provide a base level of protection and cannot be considered to render comprehensive security of any kind. The Client/User is responsible for securing its own enterprise network via its own security policies and procedures. safedealroom has the right to disable any user identification code or password of the Client/User, whether chosen by you or allocated by safedealroom, at any time, if in safedealroom’s reasonable opinion you have failed to comply with any of the provisions of these terms of use.If you know or suspect that an unauthorised person knows your user identification code or password, you must promptly notify safedealroom at info@safedealroom.com.

10. Linking to the safedealroom website

You may link to the home page of the safedealroom website, provided you do so in a way that is legal and does not damage safedealroom’s reputation or take advantage of it.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on safedealroom’s part where none exists.

You must not establish a link to the safedealroom website in any website that is not owned by you.

The safedealroom website must not be framed on any other site, nor may you create a link to any part of the safedealroom website other than the home page.

safedealroom reserves the right to withdraw linking permission without notice.

11. Intellectual Property

safedealroom is the owner or the licensee of all intellectual property rights in the safedealroom website, and in the material published on it. The Client (acting through its authorised persons) is granted a licence to print copies and download extracts of any page(s) from the safedealroom website for use strictly for the purposes for which the Client/authorised person has been granted access to the safedealroom website. The Client/authorised person undertakes that it will not use any part of the content on the safedealroom website for any other purpose.

“Clave3Tech" and "safedealroom" are UK registered trademarks of Clave3Tech Ltd.

12. Limitation of Liability

Nothing in these terms of use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our site or any content on it, whether express or implied. In no event shall safedealroom or its suppliers be liable for any damages (including, without limitation, direct or indirect losses, claims, suits, actions, liabilities, costs, attorney fees, expenses, judgments and damages for loss of data or profit, or due to business interruption loss of anticipated savings, or loss of business opportunity, goodwill or reputation,) whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising out of the use or inability to use the materials on the safedealroom website, even if safedealroom or a safedealroom authorised representative has been notified (whether orally or in writing):

We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website linked to it.

We assume no responsibility for the content of websites linked on our site. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

13. Confidentiality

Each Party shall keep confidential and shall not without the prior consent in writing of the disclosing Party copy or disclose to any third part the content of any documents or information (whether of a commercial, financial or technical nature or which is identified as being confidential) acquired from the other Party in connection with this Agreement or any Service (“Confidential Information”). Each Party shall copy and use the same solely for the purpose of this Agreement and the normal use of the Products. Each Party shall restrict access to Confidential Information received from the other Party to only (i) those of their employees to whom such access is necessary for carrying out any of the Party’s obligations under this Agreement or exercise any of its rights under this Agreement; (ii) their auditors and lawyers; and (iii) any temporary staff, contractors or consultants working for the relevant Party, provided that disclosure of the information is necessary in order to enable the person to whom it is disclosed to carry out the work concerned.

Notwithstanding the foregoing, safedealroom shall have the right to disclose Confidential Information to its Affiliates and subcontractors but only to the extent that such Affiliate or subcontractor has a need to know for carrying out any of safedealroom’s obligations under this Agreement or exercise any of its rights under this Agreement. Disclosure by or to any Affiliate of safedealroom shall be deemed to be a disclosure by or to safedealroom, as applicable.

Each Party shall be responsible for ensuring that any person, to whom that Party discloses Confidential Information of the other Party, is bound by and complies with the applicable conditions of confidentiality set out in this Agreement.

The obligations of confidentiality in this Agreement do not apply to any information which:

A Party receiving information under this Agreement shall treat the other’s information in the same manner in which it treats its own similar information, but in no event will the receiving Party use less than reasonable care. Upon discovery of any unauthorized disclosure of information in its possession the Party receiving the information shall use its best endeavours to prevent further disclosure or unauthorized use of the information and shall notify the disclosing Party without any delay.Neither Party shall issue a press release nor other public announcement related to this Agreement or Service purchased hereunder, written or oral, without the other Party’s prior written consent, except as required by applicable law or court order.

14. Site Terms Of Use Modifications

safedealroom may revise these terms of use for its web site at any time without notice. By using this web site you are agreeing to be bound by the then current version of these Terms and Conditions of Use.

Please check this page from time to time to take notice of any changes we made, as they are binding on you

15. Waiver 

The waiver or failure of either Party to exercise any right provided for in this Agreement shall not be deemed a waiver of that or any other right in this Agreement.

16. Invalidity

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force and effect.

17. Governing Law and Jurisdiction 

Any claim relating to safedealroom’s web site shall be governed by the laws of England and the parties agree to the exclusive jurisdiction of the courts of England.