Permitted Use Policy

Any capitalised terms not defined here are defined in the agreement governing your relationship with Kudocs (either the https://www.kudocs.co.uk/terms/conditions/ published from time to time on our website, or bespoke terms agreed directly) (Agreement).

1. Permitted Use
   1. You must only use the Service and Kudocs Content for lawful business purposes, in accordance with the Agreement and any other notices communicated to You by Kudocs from time to time. 
   2. Use of the Service on behalf of a Company is permitted provided that You are authorised to do so by that Company and act in accordance with this Agreement and any rules (e.g. articles of association) or laws that apply to that Company.
   3. When using the Service, You warrant to us that:
      1. the Services will be used in accordance with the authorisations of the Company for which You are using the Services, or the authorisations of the person or entity that gave You Authorised User access to the Service; 
      2. when submitting information on behalf of a Company, You are duly authorised to do so, are using any Authentication Codes lawfully and correctly and are acting in accordance with applicable law and the constitutional documents of that Company; 
      3. You will not, for the duration of the Agreement and for 2 years after its termination, use Kudocs Content or any element of the Service, to create another service in direct or indirect competition with Kudocs; and
      4. You will not use the Service or Kudocs Content in a way that restricts or materially undermines Kudocs’ prospects of acquiring or retaining its clients or adversely affects the reputation of Kudocs or the Service.
   4. When using the Service, You acknowledge, agree and undertake not to misuse our Service in any way.  Kudocs reserves the unilateral right to determine what constitutes misuse. For illustration this includes, but is not limited to:
      1. attempt to undermine the security or integrity of the Service or, where the Service is hosted by a third party, that third party’s computing systems and networks;
      2. use, or misuse, the Services in any way which may impair the functionality of the Service, or other systems used to deliver the Service or impair the ability of any other Authorised User to use the Service;
      3. attempt to gain unauthorized access to any Service or Content other than those to which You have been given express permission to access;
      4. transmit, or input into the Service any files or content content that may be offensive, or material or data in violation of any law (including material protected by copyright or trade secrets which You do not have the right to use); and
      5. attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Service.
      6. access, tamper with, or use non-public areas of the Service, Kudocs’ computer systems, or the technical delivery systems of Kudocs’ providers.  Crawling and scraping the Service without the prior consent of Kudocs is expressly prohibited;
      7. interfere with, or disrupt, or attempt to do so, the access of any User, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Service.
      8. store, distribute or transmit anything through the Service that is unlawful, dishonest, fraudulent, libelous, harmful, defamatory, obscene, harassing or racially or ethnically offensive, discriminatory based on gender, religious belief, race, sexual orientation; or in any way breaches the law, statute, regulation standards, or codes of practise of any relevant authority.
   5. Use of the Service is subject to functional limitations as detailed in the Agreement.
   6. The Service is intended solely for persons who are eighteen or older. By accessing or using the Service, You represent and warrant that You are or exceed this age. Any access to or use of the Service by anyone under eighteen is prohibited, unless authorised in writing by Kudocs.
2. Rules of Use
   1. Authority and Permissions
      1. You acknowledge, agree and undertake that, when using the Services, Your access to the Services may only be used for those Companies in respect of which You have a Subscription, and is not transferable or assignable.
      2. Kudocs enables Authorised Users to perform various company management activities as part of the Service. This may include, but is not limited to, (i) granting access to the Service to other Authorised Users; (ii) communicating with Company stakeholders; (iii) passing Company resolutions; (iv) filing documents at Companies House; and (iv) updating Company registers on Kudocs. By using Kudocs to perform any such actions, You warrant that You have the requisite authority from, and act on behalf of, any such Company (including the correct legal basis in accordance with UK GDPR to use their data) and when You use Kudocs to perform any such activity (whether that activity is carried out directly by You or is a consequence of You commencing some other activity), You shall do so in accordance with the law and rules that apply to that Company. Kudocs does not warrant that an activity carried out using the Service will comply with the law or rules applicable to a Company: it is Your responsibility and the responsibility of Your Authorised Users, to ensure the Service meets the requirements of the Company and is used correctly, including but not limited to providing correct information about or relating to the Company. You agree and accept that Kudocs is not liable for how You or Your Authorised Users use the Service.
   2. Provision of information
      1. You agree to provide Kudocs with any technical or other information that may be needed to enable Kudocs to provide the Services. You undertake to provide accurate contact information, including updating such information when changes occur.
      2. You agree to comply, and will procure that Your Authorised Users comply, with all data protection requirements (including but not limited to the requirements of UK GDPR) when providing information which is to be used in connection with the Service.
   3. Your Content
      1. You are solely responsible for the content and accuracy of Your Content. Kudocs provides functionality to manage Your Content, it does not warrant as to the accuracy, lawfulness of otherwise of Your Content generated or stored using the Service. 
      2. You may upload, download, store, reproduce, transmit, display, print, copy, distribute or use any of Your Content, provided that (i) You do so in accordance with the Agreement; and (ii) on the basis that You will be exclusively responsible for any such activity. 
      3. You agree to defend and indemnify Us for any claim, suit or proceeding brought against Us, by Authorised Users and/or third parties that arise as a result of Your Content.
   4. Kudocs Content
      1. Subject to the Agreement, You may, using the functionality of the Service, search, view, download, retrieve, store, print, display and share Kudocs Content with Authorised Users and Your employees. In doing so, You acknowledge and undertake:
         1. to maintain and abide by any author attribution, copyright, trademark or other proprietary notice or restriction in the Service or in any Kudocs Content downloaded, printed or reproduced in any way, and to include such notices on any copy You make and to ensure that any persons with whom You share such Kudocs Content are aware of the same restrictions; and
         2. to store or retain Kudocs Content only for the duration of the Term.
   5. Third Party Content
      1. We make no warranties or representations, express or implied, about third-Party websites, content, products, material or services contained, displayed or related to them that you access as part of the Services (e.g. where we include a link to third party website that provides guidance on a certain item) (Third Party Content).  
      2. If you decide to access or make use of any Third Party Content or to enter into any contract for the supply of goods or services from such third party, you do so entirely at your own risk.
      3. We accept no liability for damage or loss, however caused in connection with the use of or reliance on any Third Party Content, including any products or services contained on or accessed via such content.
   6. Use of Service
      1. When using the Service, You acknowledge, agree and undertake:
         1. to follow any instructions provided by Kudocs;
         2. in the case of a Company, to ensure that the Company and its Authorised Users update Us to ensure all information remains current, accurate and complete;
         3. in the case of a Company to ensure that the individual settings that apply to that Company’s use of the Service are applied correctly to the particular requirements of that Company, so that the Service operates lawfully insofar as that Company is concerned;
         4. to implement any reasonable requests from Kudocs in order to ensure the confidentiality and security of the Service;
         5. not to do anything which would assist an unauthorised access or use of our Service; and
         6. not to pass Yourself off as another user.
   7. Communication Functionality
      1. You agree and undertake to use any communication tools available through the Service (such as any circulation of information, resolutions for approval, forum or chat room) exclusively for lawful and legitimate purposes relating to:
         1. Your own corporate affairs; or
         2. providing professional services to Your clients within the limits set forth in the Agreement.
      2. You must not use any such communication tool for direct or indirect marketing purposes and/or for posting or disseminating:
         1. any material unrelated to the use of the Service for the Company concerned;
         2. files that may damage any other person’s computing devices or software;
         3. content that may be offensive to any other users of the Service; and
         4. content violating any law, including, but not limited to, material that is immoral or protected by copyright or trade secrets which You do not have the right to use.
      3. When You use any communication tool available through the Service You represent and warrant that You are duly authorised to make any such communication and take full responsibility for such such communication and all content related to it. 
      4. Your use of Kudocs’ communication tools is at Your own risk. Subject to the Agreement, Kudocs disclaims any responsibility in relation to the reliability, security, availability, completeness, accuracy, availability, timeliness, security or reliability of our communication tools and to any content uploaded, posted, or shared through our communication tools.
      5. Kudocs reserves the right to remove any communication uploaded, posted or shared through our communication tools at any time if we feel that it may breach the Agreement (including for the avoidance of doubt any of the Policies), to be decided in our sole discretion.
   8. Authorised Users and Login
      1. Upon registering through the Kudocs website, each Authorised User will be given their own credentials to use the Service. You should ensure that all Authorised Users take any actions reasonably necessary to maintain the security of their credentials, including but not limited to:
         1. ensuring that usernames and passwords are kept secure and confidential and not shared with any other person; 
         2. complying with any reasonable requests by Kudocs to renew login requirements, restrictions imposed on passwords and requiring users to periodically renew their passwords; 
         3. immediately notifying Kudocs of any unauthorised use of login details or other breaches of security. 
      2. You are responsible for designating any persons as Your Authorised Users, granting them access to the Service (including any Company’s account) and determining their individual user rights and permission levels.  You agree that Kudocs has no obligation to provide any person with access to the Services without Your authorisation and may refer any requests for authorisation to You. You agree to indemnify Kudocs against any claims or loss relating to Kudocs’ refusal to provide any person access to the Service; or Kudocs granting access to the Service with Your authorisation.
      3. Each Company must have at least one Admin User and a Kudocs Primary Contact (they can be the same user). The Authorised User who creates an account for a Company will default to the Admin User; and this can be changed by an Admin User. An Admin User can create other users and determine individual user rights. 
      4. If there is any dispute between Authorised Users regarding access to or use of the Service, Kudocs is entitled to require the Admin Users to decide (by simple majority) what use of and access to the Service that Authorised User shall have.