SALESFIRE TERMS OF SERVICE
Introduction
This page tells you information about us and the legal terms and conditions on which we supply the Services (as defined below in clause 26) to you and on which you and the Authorised Users (as defined below in clause 26) make use of the Services.
These terms and conditions will apply to the agreement between us for the supply of Services (hereinafter referred to as "this agreement"). Please read these terms and conditions carefully, and make sure that you and all Authorised Users understand them, before subscribing to the Services, using the Services and subsequently allowing Authorised Users to use the Services.
Please note that before subscribing to the Services you will be asked to agree to these terms and conditions. If you refuse to accept these terms and conditions, you will not be able to subscribe to the Services. You are also responsible for ensuring that each Authorised User complies with their obligations contained in these terms and conditions and are liable if any Authorised User does not comply.
Any trial of the Services (be it for no cost or otherwise) will be provided on the terms of this agreement save that clause 9 shall not apply and clause 14.1 shall be deemed to only be the length of the agreed trial.
You should print a copy of these terms and conditions or save them for future reference.
We amend these terms and conditions from time to time. Every time you subscribe to the Services, please check these terms and conditions.
These terms and conditions, and any agreement between us, are only in the English language.
1. Information about us and other agreements
1.1. We are Salesfire Ltd, a company registered in England and Wales under company number 11614028.
1.2. You may contact us for any reason by e-mailing us at [email protected].
1.3. Use of the Services by you and your Authorised Users is also governed by our Terms of Use. Please take the time to read these, as they include important terms and conditions which apply to you and your Authorised Users.
1.4. We only use your and Authorised User’s personal information in accordance with these terms and conditions, the terms and conditions set out in our Terms of Use and our Privacy Policy. Please take the time to read our Privacy Policy, as it includes important terms which apply to you and your Authorised Users.
1.5. In the following terms and conditions, for ease, you shall be referred to as the "Customer", and we shall be referred to as the "Supplier".
2. Background
2.1. The Supplier has developed certain software applications and platforms which it makes available to subscribers via the internet.
2.2. The Customer wishes to use the Supplier's service in its business operations.
2.3. The Supplier has agreed to provide, and the Customer has agreed to take and pay for, the Supplier's service subject to this agreement.
3. Subscription
3.1. Subject to the Customer purchasing the Subscription in accordance with clause 9.1, the restrictions set out in this clause 3 and the other terms and conditions herein, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services during the Subscription Term solely for the Customer's internal business operations.
3.2. The Customer shall not, and shall procure that the Authorised Users shall not, access, store, distribute or transmit any Viruses, or any material during the course of its or its Authorised User’s use of the Services that:
3.2.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
3.2.2. facilitates illegal activity;
3.2.3. depicts sexually explicit images;
3.2.4. promotes unlawful violence;
3.2.5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
3.2.6. in a manner that is otherwise illegal or causes damage or injury to any person or property;
and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's or any Authorised User’s access to any material that breaches the provisions of this clause.
3.3. The Customer shall not, and shall procure that the Authorised Users shall not:
3.3.1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
3.3.1.1. and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
3.3.1.2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
3.3.2. access all or any part of the Services in order to build a product or service which competes with the Services; or
3.3.3. use the Services to provide services to third parties; or
3.3.4. subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or
3.3.5. attempt to obtain, or assist third parties in obtaining, access to the Services other than as provided under this clause 3.
3.4. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the Supplier.
3.5. The rights provided under this clause 3 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
4. Services
4.1. The Supplier shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this agreement.
4.2. The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for during periods of maintenance (whether planned or unscheduled).
5. Customer Data
5.1. The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
5.3. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
5.4. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and the Supplier is the data processor (where "Data Controller" and "Data Processor" have the meanings as defined in the Data Protection Legislation). Appendix 1 sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data (as defined in the Data Protection Legislation, "Personal Data") and categories of Data Subject.
5.5. Without prejudice to the generality of clause 5.3, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of this agreement.
5.6. Without prejudice to the generality of clause 5.3, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this agreement:
5.6.1. process that Personal Data only on the written instructions of the Customer unless the Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier to process Personal Data ("Applicable Laws"). Where the Supplier is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;
5.6.2. 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, pseudonymisation 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);
5.6.3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
5.6.4. not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
5.6.4.1. the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
5.6.4.2. the data subject has enforceable rights and effective legal remedies;
5.6.4.3. the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
5.6.4.4. the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
5.6.5. 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;
5.6.6. notify the Customer without undue delay on becoming aware of a Personal Data breach;
5.6.7. 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 Applicable Law to store the Personal Data; and
5.6.8. maintain complete and accurate records and information to demonstrate its compliance with this clause 5.
5.7. The Customer consents to the Supplier appointing the third parties set out in Appendix 1 as a third-party processor of Personal Data under this agreement. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 5.
5.8. For the purposes of clause 5.6.4 the Customer consents to the transfer of Personal Data outside of the European Economic Area for the purposes of the appointment and utilisation by the Supplier of the third parties set out in Appendix 1.
5.9. The Supplier may, at any time on not less than 7 days’ notice, revise the list of third parties set out in Appendix 1 by removing, adding and/or replacing such third parties in the Supplier’s absolute and sole discretion.
5.10. The Supplier may, at any time on not less than 30 days’ notice, revise this clause 5 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
6. Third Party Providers
The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Supplier makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
7. Supplier's Obligations
7.1. The Supplier undertakes that the Services will be performed with reasonable skill and care.
7.2. The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, the Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding the foregoing, the Supplier:
7.2.1. does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and
7.2.2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.3. This agreement shall not prevent the Supplier from entering into similar or the same agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are the same as, or similar to, those provided under this agreement.
7.4. The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
8. Customer's Obligations
8.1. provide the Supplier with:
8.1.1. all necessary co-operation in relation to this agreement; and
8.1.2. all necessary access to such information as may be required by the Supplier; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
8.2. comply with all applicable laws and regulations with respect to its activities under this agreement;
8.3. carry out all other Customer responsibilities or Authorised User responsibilities (as applicable) set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's or the Authorised User’s provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
8.4. ensure that the Authorised Users use the Services in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;
8.5. obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
8.6. ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
8.7. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
9. Charges and Payment
9.1. The Customer shall pay the Subscription Fees to the Supplier for the Subscription. The Subscription Fees shall be those communicated to the Customer by the Supplier prior to the Customer subscribing to the Service. The Subscription Fees depend on which subscription package the Customer selects.
9.2. Unless otherwise agreed between the parties, the Subscription Fees are payable by the Customer yearly in advance and the Supplier shall invoice the Customer accordingly.
9.3. The Customer shall pay the Subscription Fees by direct debit (or such other payment method as is agreed between the parties) and all Subscription Fees are payable within 15 days of the date of the relevant invoice for the month in question.
9.4. The Supplier shall not be obliged to provide, and the Customer shall not be permitted to use or otherwise access the Services if and until payment of all Subscription Fees that have become due and payable have been paid in full. Accordingly, in the event of non-payment, the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while any Subscription Fees due and payable remain unpaid.
9.5. All amounts and fees stated or referred to in this agreement:
9.5.1. shall be payable in pounds sterling;
9.5.2. are non-cancellable and non-refundable;
9.5.3. are exclusive of value added tax, which shall be added at the appropriate rate.
9.6. The Supplier shall be entitled to increase the Subscription Fees for any Renewal Period upon 30 days' prior notice to the Customer.
9.7. In any given month, if the page views actually incurred by the Customer exceeds the anticipated page views associated with the subscription package purchased by the Customer, the Customer shall be charged the difference between the cost of the subscription package the Customer subscribed to and the cost of the subscription package which supports the number of page views actually incurred by the Customer in that month. The relevant difference shall be automatically charged to the Customer in the next month using the payment method in accordance with clause 9.2.
10. Proprietary Rights
10.1. The Customer and each Authorised User acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services.
10.2. The Supplier confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
11. Confidentiality
11.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
11.1.1. is or becomes publicly known other than through any act or omission of the receiving party;
11.1.2. was in the other party's lawful possession before the disclosure;
11.1.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
11.1.4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
11.1.5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
11.2. Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
11.3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
11.4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
11.5. The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.
11.6. The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.
11.7. This clause 11 shall survive termination of this agreement, however arising.
12. Indemnity
12.1. The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services, provided that:
12.1.1. the Customer is given prompt notice of any such claim;
12.1.2. the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
12.1.3. the Customer is given sole authority to defend or settle the claim.
13. Limitation of Liability
13.1. This clause 13 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
13.1.1. arising under or in connection with this agreement;
13.1.2. in respect of any use made by the Customer of the Services or any part of them; and
13.1.3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
13.2. Except as expressly and specifically provided in this agreement:
13.2.1. the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction;
13.2.2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
13.3. Nothing in this agreement excludes the liability of the Supplier:
13.3.1. for death or personal injury caused by the Supplier's negligence; or
13.3.2. for fraud or fraudulent misrepresentation.
13.4. Subject to clause 13.2 and clause 13.3:
13.4.1. the Supplier shall not be liable whether in tort (including for[negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
13.4.2. the Supplier's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for the Subscription during the 12 months immediately preceding the date on which the claim arose.
14. Term and Termination
14.1. This agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue in full force and effect for 12 months (or such other period as is agreed in writing by the parties) and, therereafter, this agreement shall be automatically renewed for successive 12 month periods (or such other period(s) as is agreed in writing between the parties) (each a “Renewal Term”) unless:
14.1.1. either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
14.1.2. otherwise terminated in accordance with the provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”.
14.2. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
14.2.1. the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
14.2.2. the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
14.2.3. the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
14.2.4. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
14.2.5. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
14.2.6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
14.2.7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
14.2.8. the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
14.2.9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
14.2.10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; or
14.2.11. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2.4 to clause 14.2.10 (inclusive).
14.3. On termination of this agreement for any reason:
14.3.1. all licences granted under this agreement shall immediately terminate;
14.3.2. each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party;
14.3.3. the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
14.3.4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
15. Force Majeure
The Supplier shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
16. Variation
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
17. Waiver
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
18. Rights and Remedies
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
19. Severance
19.1. If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
19.2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
20. Entire Agreement
20.1. This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
20.2. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
21. Assignment
21.1. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
21.2. The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
22. No Partnership or Agency
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
23. Third Party Rights
This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
24. Governing Law
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
25. Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
26. Interpretation
26.1. The definitions and rules of interpretation in this clause apply in this agreement.
- "Authorised Users" - those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services.
- "Business Day" - a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
- "Confidential Information" - information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 12.5.
- "Customer Data" - the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
- "Data Protection Legislation" - (i) unless and until the GDPR is no longer directly applicable in the UK, the GDPR and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
- "Effective Date" - the date the Customer subscribes to the Services.
- "GDPR" - the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK
- "Services" - the subscription services provided by the Supplier to the Customer under these terms and conditions as communicated to the Customer in writing and dependant on which subscription package is chosen by the Customer.
- "Software" - the online software applications provided by the Supplier as part of the Services.
- "Subscription Fees" - the subscription fees payable by the Customer to the Supplier for the Subscription as communicated to the Customer.
- "Subscription Term" - has the meaning given in clause 14.1.
- "Subscription" - the subscription purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access and use the Services in accordance with these terms and conditions.
- "Virus" - 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.
26.2. Clause headings shall not affect the interpretation of this agreement.
26.3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
26.4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
26.5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
26.6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
26.7. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
26.8. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
26.9. A reference to writing or written includes e-mail but not fax.
26.10. References to clauses are to the clauses of this agreement.
Appendix 1 - Processing, Personal Data and Data Subjects
Processing by the Supplier
Scope
The Supplier shall carry out the following processes:
Provide a web service which shows the Customer statistics of how the services are performing. Provide web service to allow Customer to manage end-user data collected on its behalf. Provide services in accordance with their Subscription Terms.
Nature
Processing the data consists of the following: collecting, sorting, saving, transferring, restricting, updating and deleting data.
Purpose of processing
The data is processed for the following purposes:
To allow Customer to view statistics of how the services are performing. To allow Customer to obtain relevant end-users data so they can provide their own services. To allow Customer to use the Supplier service.
Duration of the processing
Customer’s end-user processing shall begin when the service code provided is placed on the Customer’s website and will be carried out until it is removed from the site or their package expires. Customer data processing shall begin when signup is complete until the customer’s account is removed.
Types of personal data
The following data is to be processed:
- Data entered by the Customer’s end-users in the process of using the service.
- Customer contact information, such as full name, email address, phone number and addresses, provided to Supplier to use the service.
Categories of data subject
The following data subjects are affected by the data being processed:
- Customer’s end-users of the Supplier’s services
- Customer’s using Supplier’s services
Third party processors
- Sendgrid
- Amazon Web Services
- Xero
- Hubspot
This policy was last updated on 12.12.2022