Please read these Terms carefully before accessing the Application. These Terms detail who Parsel is, how Parsel works, how the parties may change or end the Agreement, what to do if there is a problem and other important information. Your use of the Application is subject to these terms. Should you not agree to all of these Terms, do not use the Application
1.1. Parsel is an application that is owned and operated by Tellimer Technologies Limited, which allows the Client to submit, access and view the Content in accordance with these Terms.
1.2. Each party, and in the case of Parsel any Institutional Client, their Affiliates, who use this service are governed by these Terms. References in the Agreement to “Parsel” refer to Parsel’s Affiliate, and references to “Client” refer to Client’s Affiliate and “parties” shall be construed accordingly.
3.1. This Agreement commences upon the Client pressing or ticking the relevant button to accept the Terms. By doing so, Client shall be deemed to have read, understood and agreed to the Agreement.
3.2. A copy of the current version of these Terms can be found at https://parsel.ai/legal/terms.
3.4. The Agreement may be varied only by a written amendment agreed by both parties.
4.1. Subject to clause 15, the Agreement commences on the Start Date and will remain in force during the term of Service.
4.2. Unless otherwise stated, the term of Service (and any permission granted) is thirty (30) days from the Commencement Date and will automatically renew for additional periods of one month, until cancelled by either party.
5.1. Fees for access to Parsel shall be paid monthly.
6.1. Some services may be provided by Parsel at no or a reduced fee. Parsel reserves the right to unilaterally change the access rights upon fifteen (15) days written notice. In such an event, the Client is not obliged to continue with the Service and may terminate the same at any time upon giving written notice to Parsel.
7.1. Parsel shall provide the Service to Client using reasonable skill and care. Parsel shall provide, and Client shall use, the Service in accordance with: (a) the Agreement; and (b) applicable laws and regulations.
7.2. Client shall not obtain, retain, use, or provide access to the Service to an Affiliate or any third party in a manner that may breach any applicable laws and regulations for any jurisdiction, including the United Kingdom, the United States of America, and the European Union and its Member States.
8.1. Client shall ensure that its Users use the Service in accordance with these Terms (and any restrictions placed on the Client), and Client shall be responsible for the acts of its Users in relation to the Service.
8.2. Parsel permits Client to use the Service under these Terms.
8.3. Subject to clauses 9.1 and 9.2, Client (including its Users) shall not:
9.1. Users are permitted to use the Application (and any Content extracted from it in accordance with clause 9.2: (a) in respect of Institutional Clients, when acting in the course of their employment or business for the internal business use of their employer or business only; and (b) in respect of Retail Clients, for their personal use only.
9.2. Users agree to be bound by Parsel’s end user license agreement for such applications.
10.1. Client and its Users may use the Application only for lawful purposes. Client shall ensure that it and its Users do not use the Application:
11.1. Client acknowledges that, as between the parties, the Intellectual Property Rights in the Service are: (a) owned by Tellimer Technologies Ltd, its Affiliates or any other relevant third party; and (b) hereby reserved to the respective owner, unless specifically granted in the Agreement. Client will not remove or conceal any proprietary rights or disclaimer notice(s) in the Services and will include such notices on any copy it is permitted to make.
11.2. Parsel hereby grants to the Client a revocable, non-transferable, non-exclusive, royalty-free licence to use the Services, and the related Intellectual Property Rights necessary for use of the Services in accordance with the Agreement, solely for the purpose of the Client itself receiving the benefit of the Services.
11.3. Parsel shall have the right to collect and retain information about the Client’s and each User’s usage of the Service in order to provide its Services, and any suggestion, enhancement request, recommendation, correction or other feedback (“Usage Data”). The Client grants Parsel and its Affiliates a worldwide, perpetual, irrevocable, royalty-free licence (with a right to grant sub-licences) to use such Usage Data. The Client shall ensure that: (i) the Client is entitled to transfer any Usage Data it transfers to Parsel so that Parsel, its subcontractors may lawfully use, process and transfer the Usage Data in accordance with the Agreement; and (ii) the relevant third parties (including Users) have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable Data Protection Laws.
11.4. Subject to clause 23.8, other than as necessarily required for the provision of the Services, neither party may use the other party’s name, trade marks or any derivatives of them, except for internal purposes or as required by law or regulation, without the other’s prior written consent.
12.1. Where the Application is provided to an individual User, concurrent usage or sharing of the Application is not permitted. However, Client can transfer access to the Application from one User to another by notifying Parsel. Access to the Application may be subject to using Security Credentials. Such Security Credentials must not be shared. Parsel may change Security Credentials with notice to Client or Client’s Users. Each party will use reasonable efforts to: (a) scan the Application and its related systems for any code or device which is designed or intended to impair the operation of any computer or database or prevent or hinder access to, or the operation of, any program or data, using detection software generally accepted in the industry; (b) secure its computing environments according to generally accepted industry standards to ensure that the Application cannot be accessed by any unauthorised person or malicious software; and (c) remedy any security breach of which it becomes aware.
13.1. Parsel may perform upgrades or enhancements in relation to the Application but shall be under no obligation to do so.
14.1. Parsel may, with notice, terminate access to the Application in whole or in part, or modify it or the terms on which it is provided, if all or part of the access: (a) becomes illegal or contrary to any law, regulation, guideline or request of any regulatory authority; (b) becomes subject to a claim or potential claim that it infringes or violates the rights of any third party.
14.2. Parsel shall endeavour to provide Client with reasonable prior notice of any such termination or modification but may not be able to do so if the triggering event is under the control of a third party. The effective date of the termination or modification as indicated on Parsel’s notice is the “Variation Date”. If a partial termination or modification in accordance with this clause 15.1 fundamentally and detrimentally changes the nature of or the rights granted in the Application, Client may terminate by providing Parsel with notice no later than thirty (30) days after the date of Parsel’s notice.
14.3. Parsel may suspend, upon notice, all or part of the access to the Application and Client’s rights in relation to that access if: (a) Parsel has the right to terminate the access in accordance with clauses 15.4 or 15.5 of these Terms; (b) Parsel is required to do so by law or regulation or at the request of any relevant regulatory authority; (c) in order to protect Parsel’s systems and security and for the purposes of scheduled maintenance; or (d) Any such suspension may continue until Parsel is satisfied that the condition is remedied.
14.4. Either party may terminate the Agreement, upon notice, if the other party materially breaches the Agreement and the breach: (a) remains unremedied thirty (30) days after the date the breaching party receives a notice from the other party describing the breach and requiring it to be cured; or (b) is incapable of being cured.
14.5. Either party may terminate the Agreement, immediately upon notice, if: (a) the other party enters into a composition with its creditors; (b) a court order is made for the winding up of the other party; (c) an effective resolution is passed for the winding up of the other party (other than for the purposes of amalgamation or reconstruction); (d) the other party has a receiver, manager, administrative receiver or administrator appointed with respect to it; (e) the other party ceases to be able to pay its debts as they fall due; (f) the other party (being an individual) is the subject of a bankruptcy petition, application or order; or (g) the other party takes or suffers any action similar to any of the above on account of debt in any jurisdiction.
14.6. Where Parsel terminates access to the Application other than pursuant to clauses 15.4 or 15.5 of these Terms, or Client terminates where the Agreement permits it to, Client shall be entitled to a pro rata refund of any Fees that Client has paid in advance for the termination. e
14.7. Following termination, and at any time upon request with respect to Confidential Information, Client shall promptly return, delete or destroy Parsel’s Confidential Information. However, Client may retain copies to the extent required by, and used only to comply with, law or regulation.
15.1. The confidentiality obligations do not apply to information which: (a) is or becomes generally available to the public; (b) becomes known on a non-confidential basis through a third party who is not subject to an obligation of confidentiality with respect to that information.
16.1. The parties will at all times process Client Personal Data in compliance with all applicable laws or regulations governing the processing of Personally Identifiable Information.
16.2. Client shall ensure that any Client Personal Data that it discloses to Parsel is disclosed in accordance with the laws and regulations applicable to Client.
16.3. Parsel will maintain and will require all third party data processors Parsel engages to maintain, appropriate physical, technical and organisational measures to protect Client Personal Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access. The parties shall use reasonable efforts to assist one another in relation to the investigation and remedy of any claim, allegation, action, suit, proceeding or litigation with respect to alleged unauthorised access, use, processing or disclosure of Client Personal Data.
17.1. Parsel shall have the right to use the Usage Data for monitoring of the Client’s and its Users’ compliance with the Agreement.
18.1. All warranties, conditions and other terms implied by statute or common law are excluded to the maximum extent permitted by applicable laws. Parsel does not warrant or represent that the Application (or any services, information or material supplied by Parsel) will be delivered free of any inaccuracies, interruptions, delays, omissions or errors (“Faults”), or that any Faults will be corrected. Parsel shall not be liable for any Damages resulting from any such Faults.
19.1. The limits on liability in clause 21.2 of these Terms do not apply to: (a) a party’s fraud, fraudulent misrepresentation, gross negligence or wilful misconduct; (b) negligence causing death or personal injury; (c) a party’s infringement of the other’s Intellectual Property Rights or Client’s use of the Application beyond the usage permissions and restrictions granted under the Agreement; or (d) Client’s liability to pay the Fees and any amounts Parsel would have charged for use of the Application beyond the usage permissions and restrictions granted under the Agreement. Nothing in this Agreement limits liability that cannot be limited under law.
19.2. Each party’s aggregate liability to the other in any calendar year for Damages (in contract, tort, indemnity, or otherwise) arising out of or in connection with the Application will not exceed the Fees paid by Client to Parsel for the Service which forms the basis for the claim(s) during the twelve (12) month period immediately preceding the incident (or the first incident in a series) giving rise to any claim for those Damages.
19.3. Notwithstanding clause 21.2 above, neither party shall be liable for any indirect, incidental, punitive, special or consequential Damages arising out of or in connection with the Agreement, including loss of opportunity, loss of business, loss of revenue and damage to goodwill, even if such Damages could have reasonably been foreseen or prevented. Neither party shall be liable for any Damages or failure to perform its obligations under the Agreement due to circumstances beyond its reasonable control. If such circumstances cause material deficiencies in the Application and continue for more than thirty (30) days, either party may terminate the affected Application upon written notice to the other party.
20.1. All notices under the Agreement must be in writing and must be sent by e-mail. E-mail notices from Client must be sent to email@example.com. Parsel may give technical or operational notices via publication on the Application itself.
20.2. The Agreement and any dispute or claim arising out of or in connection with the Agreement will be governed by and construed in accordance with the laws of England. Each party hereby consents to the non-exclusive jurisdiction of the English courts to settle all disputes or claims arising out of or in connection with the Agreement.
20.3. Except as expressly set out in these Terms, neither party may assign or transfer (by operation of law or otherwise) any right or obligation under the Agreement without the other party’s prior written consent, which may not be unreasonably withheld or delayed. Any assignment in violation of this clause will be null and void. However, Parsel may, without Client’s consent, assign the Agreement or any rights granted in the Agreement, in whole or part, either: (a) to an Affiliate; (b) in connection with Parsel’s or an Affiliates’ sale of a division, product or service; or (c) in connection with a reorganisation, merger, acquisition or divestiture of Parsel or any similar business transaction.
20.4. If any part of the Agreement that is not fundamental is illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it legal and enforceable. If such modification is not possible, the part will be deemed deleted. Any such modification or deletion will not affect the validity and enforceability of the remainder of the Agreement.
20.5. If either party delays or fails to exercise any right or remedy under the Agreement, it will not have waived that right or remedy.
20.6. The Agreement contains the entire understanding between the parties regarding its subject matter and supersedes all prior agreements, understandings, negotiations, proposals and other representations, verbal or written, in each case relating to such subject matter. Each party acknowledges that in entering into the Agreement it has not relied on any representations made by the other party that are not expressed in the Agreement.
20.7. The Client consents to Parsel’s use of its name and logo for the purposes of press releases and Parsel’s client list (which may be published on its website and in hard copy materials or displayed in Parsel’s facilities); provided, however that the Client’s written approval is required on all press releases, press discussions, website and all other uses of the Client’s name and logo by Parsel except Parsel’s client lists (including, without limitation, use of the Client’s name.
Agreement – means these Terms
Application - the document processing product found at https://parsel.ai and any subdomains thereof.
Client Personal Data – the Personally Identifiable Information provided to Parsel for the purpose of the provision of the Services.
Commencement Date means the date on which the agreement is signed.
Confidential Information – the terms of this Agreement and other information in any form, whether verbal or written, of a business, financial or technical nature which the recipient reasonably should know is confidential and which is disclosed by a party in the course of the Agreement, but excluding the information listed in clause 16.2.
Fees – the fees Parsel charges for access to the Application.
Institutional Client – means a client that is not a Consumer.
Intellectual Property Rights – all data, database rights, data analytics, design rights, moral rights, the rights in and to patents, trademarks, service marks, trade and service names, copyrights, know-how and trade secrets, and all rights or forms of protection of a similar nature or having similar or equivalent effect which may subsist anywhere in the world now existing or hereafter arising.
Material – means content, including, but not limited, all articles, data, text, images, video and sound recordings, financial reports, financial models, analysis, analytic tools, and other information, including the know-how therein.
Personally Identifiable Information – any information that, alone or in combination with other information, can be used to identify, locate or contact an individual, including information constituting “personal data” as defined in the European Union Data Protection Directive (95/46/EC).
Security Credentials – unique usernames, passwords, other security devices or arrangements for access to the Service.
Service – any services and/or products Parsel supplies to the Client.