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Terms & Conditions

Profitise – SAAS Contract

PLEASE READ THESE TERMS AND CONDITIONS
CAREFULLY BEFORE PROCEEDING TO REGISTER FOR OUR SERVICES

These terms of service (together with the documents referred
to in it) tell you the terms on which you may order services from either www.profitise.co (“the site”)

Please read these terms carefully and make sure that you
understand them, before ordering any services from the site.  Please note that when you register to  order services from the site, you will be
asked to agree to these terms and these terms will form the Contract for
Services created between us for the sale of services to you (the “Contract for Services”) including for
free-trials of those services. If you do not accept these terms, you will not
be able to order any services from the site and should refrain from attempting
to do so.  By submitting your completed
registration-form, you are confirming your acceptance of these terms and that
you agree to be bound by them.. If you are acting on behalf of a company, you
are also confirming that you are authorised to bind the company in this way
when you submit your registration form on the site..

You should print a copy of these terms for future reference.

We amend these terms from time to time as set out
below.  Every time you wish to order
services, please check these terms to ensure you understand the terms which
will apply at that time.  These terms
were most recently updated on
9
April 2016.

Other applicable terms

These terms refer to the following additional documents,
which apply to a) visits to the site in relation to use of the services AND b)
any other visits to the site:

The Website Terms of Use, Privacy Policy & Cookie Policy
as published on any site operated by Profitise Ltd and as updated from time to
time.

Information about Us

We are Profitise Ltd (the “Service Provider“). We are
registered in England and Wales under company number 08858446 and have our registered office at Devonshire House, 582 Honeypot
Lane, Stanmore HA7 1JS. 
Our VAT number will be notified to customers
appropriately. We are a limited company.

We host and provide access to the Services (defined and
described below) in our capacity as a SAAS provider. 

You may contact us by emailing our customer service team at support@profitise.co or our
sales team at sales@profitise.co . If you wish to give us formal notice of any matter in accordance with the Contract
for Services, please see the Notices section below.

1.            Definitions and Interpretation

In this Contract for Services, unless the context otherwise
requires, the following expressions have the following meanings:

“Business
Day”

means
any day other than Saturday or Sunday that is not a bank or public holiday;

“Business
Hour”

means
any time between 9am and 6pm on a Business Day, during
which the Service Provider is open for business;

“Commencement
Date”

means the
date on which the activation email is sent to the Customer and the Contract
for Services is formed, as described below.

“Confidential
Information”

means
all business, technical, financial or other information created or exchanged
between the Parties throughout the Term of this Contract for Services;

“Customer”

means the
business entity (or, if a person is not acting on behalf of a business entity,
the individual) that has registered to receive the Services;

“Customer
Computer Systems”

means the
Customer’s computer hardware, firmware, software and communications
infrastructure through and on which the Software Applications are to be used;

“Customer
Data”

means
any data belonging to the Customer or to third parties and used by the
Customer under licence which is created using the Software Applications or
otherwise stored in the SAAS Infrastructure;

“Fees”

means
the sums payable by the Customer in return for access to the Software
Applications, the SAAS Infrastructure and support services provided by the
Service Provider in accordance with Clauses 4 and 12 of this Contract for
Services;

“Intellectual
Property Rights”

means all vested
contingent and future intellectual property rights including but not limited
to copyright, trade marks, service marks, design rights (whether registered
or unregistered), patents, know-how, trade secrets, inventions, get-up and
database rights;

“SAAS
Infrastructure”

means
the Service Provider’s computer hardware, firmware, software, mobile app and other
communications infrastructure which is used to facilitate access to and use
of the Software Applications by the Customer;

“Service/s”

means,
collectively, the Software Applications, SAAS Infrastructure and support
services provided by the Service Provider to the Customer;

“Software
Applications”

means
the selected Software Applications, provided by the Service Provider, which
shall be made available to the Customer, as detailed in the activation email
sent to the Customer after its order is accepted and processed;

“Term”

“Users”

means
the duration of the Contract for Services, as defined below;

means
an employee or other authorised agent of the Customer who shall, from time to
time, access the Software Applications through the SAAS Infrastructure;

writing”                              Unless the context
otherwise requires, each reference in this Contract for Services to “writing” includes
any communication by email, fax or other electronic or similar means.

2.            Ordering Services

2.1          The registration pages of the site will guide the
Customer through the steps needed to register and to place an order for
Services. The order process allows the Customer to check and amend any errors
before submitting the order and the Customer agrees to take the time to read
and check their order at each page of the order process.

2.2          Upon signing up for a trial, the Customer will
receive an e-mail from the Service Provider acknowledging that the order has
been received.  The acceptance of the
order will take place as described in Clause 2.3.

2.3          The Service Provider will confirm its acceptance
of the order by sending an activation e-mail to the Customer. This email may
take up to 24 hours to be processed by the Service Provider and, where initial
fees are due in advance of activation, will be subject to the Service
Provider’s receipt of such initial fees.  The Contract for Services between the Customer and the Service Provider
will only be formed when the activation email is sent and the date on which
such email is sent shall constitute the “Commencement
Date”
for the purposes of the Contract for Services.

2.4          If the Service Provider is unable to supply particular
services, for example because that service is no longer available or because of
an error in the price on the site (as referred to in the Fees and Payment
clause below), the Service Provider will inform the Customer of this by e-mail
and will not process the order for those services. If initial fees were due in
advance of activation for such services and the Customer has already paid for
those services, the Service Provider will, as soon as possible, refund the full
amount paid in relation to the services that cannot be provided.

3.            The Services and the Term of the Contract

3.1          The Service Provider shall, with effect from the
Commencement Date, provide the Services to the Customer on a non-exclusive
basis, under a non-exclusive licence, from a remote location for the duration
of the Term of this Contract for Services and in accordance with the terms and
conditions of this Contract for Services.

3.2          The Service Provider shall provide access to the
Software Applications and SAAS Infrastructure through the site and shall use
its reasonable endeavours to ensure that such access is available, without
interruption, 24 hours a day, 7 days a week, 365 days a year.  This undertaking shall be subject to the
exceptions contained in Clauses 4, 12, 18 and 19 of this Contract for Services.

3.3          The Services will be provided by the Service
Provider during the Term (defined below) of this Contract for Services.  The Contract for Services shall commence on the
Commencement Date for either (a) where applicable, an initial fee-free trial
period of 14 days or (b) the initial period of the contract as selected by the
customer.  Thereafter the Contract for
Services shall renew automatically and continue to do so on a periodic basis (i.e.
monthly, quarterly, annually etc) specified in the confirmation email received
by the Customer upon signing up unless and until otherwise terminated in
accordance with Clause 19 of this Contract for Services.  The initial period plus each monthly renewal period
shall together constitute the “Term
of the Contract for Services.

4.            Fees and Payment

4.1          The Fees due for the Service are specified on
the site and will be confirmed in the email sent to confirm receipt of the
Customer’s order. The Customer must pay for Services using the Nochex facility
provided on the site or, at its  discretion
or upon request from the Customer, the Service Provider can agree to accept
payment in a different manner.

4.2          The Customer shall pay all Fees to the Service
Provider upon renewal of the contract in advance unless otherwise agreed in
writing by the parties.

4.3          In the event that the Customer does not pay all
Fees due in advance of activation and / or on periodic renewal, the Service
Provider may delay access and/ or suspend the Customer’s use of the Service by
whatever means it deems appropriate.

4.4          In the event that the Customer fails to pay
under sub-Clause 4.3 then, without prejudice to sub-Clause 4.3, that amount
shall bear interest from the due date until payment is made in full, both
before and after any judgment, at 1% per month or if higher,
at the rate applied by statutory rights.

4.5          The Service Provider reserves the right to vary
the Fees from time to time as it may deem appropriate.  The Customer shall receive no less than 7
days’ written notice via the site of any such variation.  Such variations shall take effect upon expiry
of such notice and the Customer may exercise its termination rights, described
below, in relation to such variation.

4.6          The site contains a variety of services and,
from time to time, some of the services may be incorrectly priced. If the
Service Provider discovers an error in the price of the Services, it will
contact the Customer in writing to inform the Customer of this error and will
offer the Customer the option of purchasing the Service at the correct price or
cancelling the order for that service.  The Service Provider reserves the right not to
process the order for the affected services until it has received the
Customer’s instructions. If the Service Provider is unable to contact the
Customer using the contact details provided during the order process, the
Service Provider will treat the order as cancelled and notify the Customer in
writing. The parties agree that, if the pricing error is obvious and
unmistakeable and could have reasonably been recognised as a mispricing, the
Service Provider does not have to provide the Services at the incorrect (lower)
price.

5.            The Software Applications

5.1          The Software Applications to which the Customer
shall have access are detailed in the contract summary that will be provided to
the Customer upon confirmation of the order.

5.2          The Customer is free during the Term of this Contract
for Services to add to the selection of Software Applications, subject to
availability of required Software Applications from the Service Provider.  The Fees shall be amended accordingly in the
event of such modification and charged to the Customer on a pro-rata basis up to
the date of the next renewal.

6.            Training

6.1          The Service Provider will endeavour to provide Users
with training in relation to use of the Software Applications.  Such training (if any) will be made available
remotely for a period of 30 days from the Commencement Date.

6.2          If the Customer requires the Service Provider to
provide onsite training, at any venue nominated by the Customer, the Service
Provider shall charge to the Customer all reasonable costs incurred by it in
facilitating / delivering such training and which shall be calculated by
reference to its usual fees and the costs incurred. Additional terms, reasonably
required by the Service Provider in relation to such additional training, shall
be accepted by the Customer before any such additional training can be
delivered.

6.3          In the event that any Users require training
after the initial 30 day period in order to use the Software Applications, it
shall be the responsibility of the Customer to ensure that all Users are
appropriately trained and to bear any costs associated with such training.  The Service Provider shall not provide any
training of any kind but may do so provided that the Customer bears all
associated costs.

7.            Security

7.1          The Service Provider shall ensure that the SAAS
Infrastructure includes reasonably required security measures including
firewalls, reserve power, redundant systems and any other infrastructure that
the Service Provider may from time to time deem necessary.

7.2          The Service Provider shall make periodic backups
of all data relating to the Software Applications but is under no obligation to
do so.

8.            Maintenance

8.1          The Service Provider shall be responsible for
all maintenance and upgrades to the SAAS Infrastructure which may from time to
time be required.

8.2          Subject to the provisions of Clause 12, the
Customer shall be responsible for all maintenance and upgrades to the Customer
Computer Systems which may from time to time be required.

8.3          Whenever possible, the Service Provider shall
use its best and reasonable endeavours to undertake maintenance work outside of
the Customer’s business hours.

Unless maintenance is corrective in nature, the Service Provider shall provide at
least 7 Business Days’ notice of any maintenance which may affect the
Customer’s use of the Service.  The
Service Provider shall use its best and reasonable endeavours to provide as much notice as possible in the case of
corrective maintenance, however advance notice may not always be possible.

8.4          Where maintenance will disrupt the Service, the
Service Provider shall aim to complete all necessary work within 8 Business
Hours or as soon as possible thereafter where resolution in that time is not possible.

8.5          Whenever possible, the Service Provider shall
provide a workaround solution to the Customer to enable the Customer’s
continued use of the Service or to enable use that is as close to normal as is
possible under the prevailing circumstances.

9.            Software Licences

9.1          The Customer shall use all Software Applications
under a non-exclusive, non-transferrable licence, as set out in this Contract
for Services and detailed in the confirmation email.  This licence permits the maximum number of
Users detailed in the confirmation email to access the Software Applications at
any given time and such access is only permitted through the site, unless
otherwise agreed.

9.2          All Software Applications provided by the
Service Provider are the property of the Service Provider unless otherwise
stated and shall be covered by the terms of the licence included in this Contract
for Services.  Where Software
Applications are the property of a third party, the Service Provider warrants
that they have all requisite authority to sub-licence such Software
Applications to the Customer for the purposes of this Contract for Services and
for use under its terms.

10.         Software Applications and SAAS Infrastructure
Terms of Use

10.1       Under
this Contract for Services, as indicated in sub-Clause 9.1 above, a specified
number of Users may access the Software Applications through the site and SAAS
Infrastructure at any given time.

10.2       Users’
access to the Software Applications and the SAAS Infrastructure shall be
controlled by means of usernames and passwords.

10.3       Should
the Customer require an increased maximum number of Users, such an increase
shall be permitted at the exclusive discretion of the Service Provider.  The Service Provider reserves the right to
increase Fees proportionately, in accordance with fees listed on the site, in
the event of an increase in the maximum number of Users.

10.4       Use
by anyone other than Users (as defined above) is not permitted under this Contract
for Services in the absence of express written consent from the Service
Provider.

10.5       The
Customer shall use the Service exclusively for the purposes of carrying on its
business unless otherwise agreed by the Service Provider and in which case the
additional terms set out in Schedule 1 to these terms and applicable to
individual consumer customers and/ or sole-traders as appropriate, shall  apply .

10.6       The
Service Provider shall monitor the Customer’s use of the Software Applications
and SAAS Infrastructure from time to time to ensure compliance with the terms
and conditions of this Contract for Services and with reasonable usage
expectations.  In the event that the
Customer’s use of the Service exceeds levels deemed reasonable (as determined
by the Service Provider), the Service Provider reserves the right to increase
Fees, in accordance with the fees listed on the site, as it deems appropriate,
supplying 30 days’ written notice to the Customer of such an increase

10.7       The
Customer may only access the Software Applications detailed in the confirmation
email.  No access to other parts of the SAAS
Infrastructure shall be permitted in the absence of express written permission
from the Service Provider.

10.8       The
Customer is exclusively responsible for its use of the Service, including the
conduct of individual Users and must ensure that all use is in accordance with
this Contract for Services.  The Customer
shall notify the Service Provider immediately of any breaches of this Contract
for Services by any Users.

10.9       Access
to the Software Applications is only permitted through the site via the SAAS
Infrastructure provided.  Under no
circumstances may the Customer download, store, reproduce or redistribute the Software
Applications or any other part of the SAAS Infrastructure, without first
obtaining the express written permission of the Service Provider.

10.10    The
Customer’s use of the Software Applications and SAAS Infrastructure may, from
time to time, be governed by statutory or regulatory rules and requirements
external to the terms and conditions of this Contract for Services.  It shall be the Customer’s exclusive
responsibility to ensure that their use of the Service is in compliance with
any such laws.

10.11    The
Customer’s use of the Service shall be subject to the following limitations, unless
otherwise expressly agreed in writing by the Service Provider:

10.11.1 The Customer may not use or redistribute the Software
Applications or the SAAS Infrastructure for the purpose of conducting the
business of a SAAS service provider or as another similar service provider;

10.11.2 The Customer may not redistribute or reproduce
the Software Applications or the SAAS Infrastructure through any network; and

10.11.3 The Customer may not allow any unauthorised
third party to access the Software Applications or the SAAS Infrastructure
other than the Users defined in this Contract for Services.

10.12    Neither
the Customer, nor anyone on their behalf may, in the absence of written consent
from the Service Provider:

10.12.1 Make changes of any kind to the Software
Applications or the SAAS Infrastructure; or

10.12.2 Attempt to correct any fault or perceived fault
in the Software Applications or the SAAS Infrastructure.

10.13    If
and to the extent that access to the Services requires a user identification
code, password or any other piece of information as part of the Service
Provider’s security procedures, the following shall apply:

10.13.1  the
Customer agrees to treat such information as confidential and will not disclose
it to any unauthorised third party;

10.13.2   the
Service Provider has the right to disable any user identification code or
password at any time, whether they were chosen by the Customer or allocated by the
Service Provider, if in the reasonable opinion of the Service Provider, the
Customer has failed to comply with any of the provisions of the Contract for
Services; and

10.13.3  if the
Customer knows or suspects that anyone other than a User knows such user
identification code/s or password/s, the Customer must promptly notify the
Service Provider.

11.         Customer Computer Systems

11.1       Prior
to activation of the Service the Service Provider shall have the right to conduct
a full inspection and inventory of the Customer Computer Systems to ensure
compatibility with the Software Applications and SAAS Infrastructure.
Additional terms may apply to such inspections and will be notified to the
Customer in advance.  Where appropriate,
the Service Provider may offer recommendations for upgrades and other
alterations.  Any such recommendations
shall be presented in a written report to the Customer.

11.2       The
Service Provider may from time to time require physical access to the Customer
Computer Systems for the purposes of inspecting, testing and upgrading the
Customer Computer Systems to ensure their compatibility with the Software
Applications and SAAS Infrastructure.  Such access shall be granted by the Customer only upon receipt of
reasonable notice from the Service Provider

11.3       The
Service Provider shall be entitled at all times during the Term of this Contract
for Services to access the Customer Computer Systems remotely for the purposes
of inspecting, testing and upgrading the Customer Computer Systems to ensure
their compatibility with the Software Applications and SAAS Infrastructure
under the terms of this Contract for Services.

11.4       Where,
in the opinion of the Service Provider, Customer Computer Systems are likely to
cause disruption to the SAAS Infrastructure, the Service Provider may request
that the Customer disconnects from the SAAS Infrastructure until advised that
reconnection is possible.  The Service
Provider may require changes such as upgrades or equipment replacement to be
made to the Customer Computer Systems prior to reconnection.

11.5       In
the event of any unauthorised access by the Customer of Software Applications
or the SAAS Infrastructure, in breach of sub-Clause 10.4 or otherwise the
Service Provider shall be entitled to terminate access indefinitely or
temporarily as it deems appropriate and to terminate this Contract for Services
in accordance with Clause 19 below.

11.6       The
Customer shall ensure that no Customer Computer Systems are connected to a
third party system or other service, communications system or network in such a
way that the Services may be accessed by unauthorised third parties.

12.         Support

12.1       The
Service Provider shall provide unlimited technical support services during
their normal business hours of 9am to 6pm, Monday to Friday, such business
hours to exclude public holidays via its online ticketing system.  The support provided by the Service Provider
shall relate only to the Software Applications and SAAS Infrastructure.  Any problems which are related to Customer
Computer Systems must be resolved by the Customer’s own support staff.

12.2       In
addition to the standard support provided for in sub-Clause 12.1, the Service
Provider shall also provide unlimited technical support via telephone during the hours provided for in sub-Clause 12.1, during the first 30 days of
the Term of the Contract for Services. Additional support services shall be
available at additional cost to the Customer at the rates set out on the site
from time to time.

12.3       When
seeking support the Customer shall use its best and reasonable endeavours to
provide the fullest information possible to aid the Service Provider in
diagnosing any faults in either the Software Applications or the SAAS
Infrastructure.

12.4       The
Service Provider shall aim to resolve all support problems within 8 Business Hours
or as soon as possible thereafter where resolution in that time is not
possible.

12.5       In
the event of support problems, the Service Provider shall reasonably endeavour
to provide a workaround solution to the Customer to enable the Customer’s
continued use of the Service or to enable use that is as close to normal as is
possible under the prevailing circumstances.

13.         Intellectual Property

13.1       Subject
to sub-Clause 13.2 all Intellectual Property Rights subsisting in the Software
Applications and the SAAS Infrastructure, including any supporting software and
documentation are owned by and/ or licensed to the Service Provider.  For the purposes of this Clause 13, ‘Software
Applications’ and ‘SAAS Infrastructure’ along with supporting software and
documentation are taken to include the manner in which all such material is
compiled and presented.

13.2       Where
expressly indicated, the Intellectual Property Rights subsisting in certain Software
Applications including any supporting software and documentation may be the
property of named third parties.

13.3       The
Customer shall not either during the Term or after the expiry of this Contract
for Services permit or cause to occur any infringement of any Intellectual
Property Rights covered by this Clause 13.  Use by the Customer and its employees of the Service shall be only
within the terms of the Contract for Services.

13.4       The
Customer shall not, in the absence of the Service Provider’s written consent,
reproduce, adapt, translate, reverse-engineer, or make available to any third
party any of the Software Applications, any part of the SAAS Infrastructure, or
any other material associated with the Contract for Services where such
activity goes beyond the scope of actions permitted by the terms and conditions
of this Contract for Services.

13.5       Where
the Customer either suspects or is aware of any breach of Intellectual Property
Rights covered by this Clause 13 it shall be under a duty to inform the Service
Provider of such breach immediately.

14.         Customer Data

14.1       14.1
Subject to sub-Clause 14.2, all Intellectual Property Rights subsisting in
Customer Data are and shall remain the property of the Customer.  The Customer permits the Service Provider to
interrogate and analyse the data from time to time in order to enable it to
develop new services provided that the Service Provider shall not make such data
available to any third party without the express written consent of the
Customer. Certain Customer Data may belong to third parties.  In such cases, the Customer warrants that all
such Customer Data is used with the consent of relevant third parties.

14.2       If
and to the extent that the provision of the Services includes the processing of
personal data by the Service Provider on behalf of the Customer, such
processing shall be carried out in accordance with the terms of the Privacy
Policy and applicable data protection laws.

15.         Confidentiality

15.1       During
the Term of this Contract for Services and after the termination or expiration
of this Contract for Services for any reason, the Service Provider shall use
its best and reasonable endeavours to ensure that all Customer Data is kept
secure and confidential.  Except as
otherwise provided for in these terms, the Service Provider shall not, in the
absence of express written consent from the Customer, disclose Customer Data to
any third party unless such disclosure is required by law in which case the
Customer shall be notified in writing of the disclosure.

15.2       The
Customer agrees and accepts that injunctive relief shall not be available to it
in the unlikely event of a breach of the obligations set out in this clause 15
or elsewhere in the Contract.

16.         Liability

16.1       The
Service Provider shall not be liable to the Customer for any indirect or
consequential loss the Customer may suffer even if such loss is reasonably
foreseeable or if the Service Provider has been advised of the possibility of
the Customer incurring it.

16.2       The
Service Provider’s entire liability to the Customer in respect of any breach of
its contractual obligations, any breach of warranty, any representation,
statement or tortious act or omission including negligence arising under or in
connection with this Contract for Services shall be limited to a sum equal to the
greater of (a) the fees received under the Contract by the Service Provider
from the Customer in the 12 months preceding the event from which such loss
arose or (b) £500.

16.3       Notwithstanding
any other provision in this Contract for Services, the Service Provider’s
liability to the Customer for (a) death or injury resulting from the Service
Provider’s own negligence or that of their employees, agents or sub-Contract for
contractors or (b) fraudulent misrepresentation, shall not be limited.

17.         Indemnity

17.1       The
Customer will fully indemnify the Service Provider against all costs, expenses,
liabilities, losses, damages and judgments that the Service Provider may incur
or be subject to as a result of any of the following:

17.1.1   The Customer’s misuse of the Software
Applications, SAAS Infrastructure or any other element of the Service;

17.1.2   The Customer’s breach of this Contract for
Services; or

17.1.3   The Customer’s negligence or other act of default.

18.         Force Majeure

18.1       Neither
the Service Provider nor the Customer shall be liable for breaching this Contract
for Services where that breach results from Force Majeure.

18.2       Force
Majeure refers to any event that is beyond the reasonable control of the
parties and includes, but is not limited to: power failure, internet service provider
failure or other third party service provider failure, industrial action, civil
unrest, theft, fire, flood, storms, earthquakes, acts of terrorism, acts of
war, governmental action or any other event that is beyond the control of the party
in question.

19.         Termination

19.1       The
Service Provider reserves the right to terminate this Contract for Services or
to suspend the Service in the following circumstances:

19.1.1   If the Customer fails to pay Fees due under
Clause 4 of this Contract for Services. The Service Provider reserves the right
to delete all Customer data from the SAAS infrastructure after 14 days of
suspension or termination of services and shall be under no obligation to take
/ retain any backups of such data;

19.1.2   If the Customer is in breach of the terms of
this Contract for Services and fails to remedy such breach within a period of 7
days commencing the date of notification of such breach;

19.1.3   If the Customer becomes the subject of a
voluntary arrangement under Section 1 of the Insolvency Act 1986;

19.1.4   If the Customer is unable to pay its debts
within the definition of Section 123 of the Insolvency Act 1986; or

19.1.5   If the Customer has a receiver, manager,
administrator or administrative receiver appointed over all or a substantial
part of its undertakings, assets, or income; has passed a resolution for its
winding up; or is the subject of a petition presented to a court for its
winding up or for an administration order.

19.2       Upon
written notice to the Service Provider, the Customer may terminate this Contract
for Services in the following circumstances:

19.2.1   If the Service Provider is in breach of the
terms of this Contract for Services and fails to rectify such breach within a
period of 7 days commencing the date of receipt of written notice;

19.2.2   If the Service Provider becomes the subject of a
voluntary arrangement under Section 1 of the Insolvency Act 1986;

19.2.3   If the Service Provider is unable to pay its
debts within the definition of Section 123 of the Insolvency Act 1986;

19.2.4   If the Service Provider has a receiver, manager,
administrator or administrative receiver appointed over all or a substantial
part of its undertakings, assets, or income; has passed a resolution for its
winding up; or is the subject of a petition presented to a court for its
winding up or for an administration order;

19.2.5   If the terms of this Contract for Services have
been varied by the Service Provider, the Customer does not wish to receive the
Services under such varied terms and the notice of termination is served within
the 7 day period before such varied terms become effective; or

19.2.6   If the Service Provider no longer wishes to provide
the Services and serves notice of non-renewal no less than 7 Business Days
before the next renewal date.  Termination
under this sub-Clause shall be effective at the end of the contract period in
which such notice is served.

19.2.7   If the Customer no longer wishes to renew any Service(s)
they may do so by cancelling their service via the SAAS control panel no later
than at least 2 business days prior to the renewal date. All cancellations will
deem to be effective only upon receipt by the Customer of written confirmation from
the Service Provider via email sent to an email address registered with the
Service Provider from time to time.

19.3       Within
7 Business Days of the termination of this Contract for Services in accordance
with this Clause 19, the Customer shall uninstall or otherwise remove any means
of access to the Software Applications and SAAS Infrastructure [including, but
not limited to, client software supplied by the Service Provider for that sole
purpose.  Immediately following taking
such action, the Customer shall inform the Service Provider in writing that
such action has been taken].  [The
Service Provider shall have the right to dispatch a representative to the
Customer’s premises for verification purposes.]

19.4       The
Service Provider may retain Customer Data for a period of 14 days following
cancellation / termination by either party but shall be under no obligation to
do so.

19.5       In
the event that the contract is terminated by either the Service Provider or the
Customer, the Customer shall take copies of whatever data they require prior to
the expiry of the notice period or end of the Contract period whichever shall
occur first. The Service Provider shall be under no obligation to provide
access to the SAAS infrastructure after this date.

20.         Notices

20.1       All
notices under this Contract for Services shall be in writing.

20.2       Notices
shall be deemed to have been duly given:

20.2.1   when delivered, if delivered by courier or other
messenger (including registered mail) during normal business hours of the
recipient; or

20.2.2   when sent, if transmitted by fax or e-mail and a
successful transmission report or return receipt is generated; or

20.2.3   on the fifth business day following mailing, if
mailed by national ordinary mail, postage prepaid; or

20.2.4   on the tenth business day following mailing, if
mailed by airmail, postage prepaid.

20.3       In
each case notices should be addressed to the most recent address, e-mail
address, or facsimile number notified to the other Party.

21.         Relationship of Parties

Nothing in this Contract for Services shall create, or be
deemed to create, a partnership, the relationship of principal and agent, or of
employer and employee between the Service Provider and the Customer.

22.         Assignment

Neither Party shall assign, transfer, sub-Contract for
Services, or in any other manner make over to any third party the benefit
and/or burden of this Contract for Services without the prior written consent
of the other, such consent not to be unreasonably withheld.

23.         Severance

The Parties agree that, in the event that one or more of the
provisions of this Contract for Services is found to be unlawful, invalid or
otherwise unenforceable, that / those provisions shall be deemed severed from
the remainder of this Contract for Services.  The remainder of this Contract for Services shall be valid and
enforceable.

24.         Entire Agreement

24.1       This
Contract for Services embodies and sets forth the entire Contract for Services
and understanding between the Parties and supersedes all prior oral or written
contracts, understandings or arrangements relating to the subject matter of
this Contract for Services.  Neither
Party shall be entitled to rely on any term, understanding or arrangement not
expressly set forth in this Contract for Services, save for any representation
made fraudulently.

24.2       Unless
otherwise expressly provided elsewhere in this Contract for Services, this Contract
for Services may be varied only by a document signed by both of the parties.

25.         Variation

25.1       In
addition to the right to vary the Fees (as described above), the Service
Provider may amend these terms from time to time. The Customer must look at the
beginning of these terms to see when they were last updated and which terms
were changed.  Every time that Services
are ordered, the terms in force at the time of that order will, subject to
Clause 25.2 below, apply to the Contract for Services relating to that order.

25.2       The
Service Provider may revise these terms as they apply to an order from time to
time as a result of but not limited to:

25.2.1   changes in relevant laws and regulatory requirements
;OR

25.2.2   changes in terms of service by third parties on
which the Service Provider is reliant in order to provide its’ own services

25.3       If
the Service Provider has to revise these terms under Clause 25.2 above, the
Service Provider will endeavour to provide the Customer with not less than 7
days’ notice of such change via the site but cannot guarantee it will be able
to do so in the event that such a revision occurs as a result of actions taken
by a third party and the Customer may choose to exercise its right to
terminate, as described above.

26.         No Waiver

The Parties agree that no failure by either Party to enforce
the performance of any provision in this Contract for Services shall constitute
a waiver of the right to subsequently enforce that provision or any other
provision of this Contract for Services.  Such failure shall not be deemed to be a waiver of any preceding or
subsequent breach and shall not constitute a continuing waiver.

27.         Non-Exclusivity

The relationship between the Parties under this Contract for
Services is and shall remain non-exclusive.  Both parties are free to enter into similar relationships with other
parties.

28.         Dispute Resolution (Arbitration)

28.1       It
is agreed that where any dispute or difference relating to this Contract for
Services arises between the Parties that matter shall be referred to the
arbitration of a single arbitrator with appropriate qualifications and
practical experience to resolve the particular dispute.

28.2       The
arbitrator shall be agreed by the Parties or in the event of failure to agree
shall be appointed by the President for the time being of the Law Society of
England and

Wales
.

28.3       The
arbitration shall take place in London and shall be in accordance with the
Arbitration Act 1996 or any re-enactment or modification of that Act for the
time being in force.

28.4       The
Parties shall promptly furnish to the arbitrator all information reasonably
requested by him relating to the particular dispute, imposing appropriate
obligations of confidence.

28.5       The
Parties shall require the arbitrator to use all reasonable endeavours to render
his decision within 30 days following his receipt of the information requested
or if this is not possible as soon thereafter as may reasonably be
practicable.  The Parties shall
co-operate fully with the arbitrator to achieve this objective.

28.6       The
Parties shall share the fees and expenses of the arbitrator equally. The
decision of the arbitrator shall be final and binding upon both Parties.

28.7       The
Parties agree to exclude any right of application or appeal to the courts of
England and Wales concerning any question of law arising in the course of the
arbitration.

29.         Law and Jurisdiction

This Contract for Services shall be governed by the laws of England
and Wales and shall be subject to the non-exclusive jurisdiction of the laws of
England and Wales.

 

SCHEDULE
1

TERMS APPLICABLE TO CONSUMER AND
SOLE-TRADER CUSTOMERS

If you are consumer Customer using the Services for
non-business purposes or if you are a sole-trader Customer, the additional
terms set out here are applicable to you.  In the event of a conflict between the terms set out in this schedule
and those elsewhere in the Contract for Services, the terms of this schedule
shall prevail.

Contacting us if you are a consumer

To cancel a Contract in accordance with your legal right to
do so (as described in more detail below), you just need to let us know that
you have decided to cancel. You need to do this by logging into your account
and cancelling the contract through the Application control panel. We will
e-mail you to confirm we have received your cancellation.

If you wish to contact us for any other reason, including
because you have any complaints, you can contact us by telephoning our customer
service team using any of the numbers published on our website or by e-mailing
us at sales@profitise.co.

Your consumer right to cancel and receive a refund

If you are a consumer, you have a legal right to cancel a
Contract under the Consumer Contracts (Information, Cancellation and Additional
Charges) Regulations 2013 during the period set out below. This means that
during the relevant period if you change your mind or decide for any other
reason that you do not want to receive the Services, you can notify us of your
decision to cancel the Contract and (if sums have been paid in advance) receive
a refund.

This is subject to a cancellation period which expires
fourteen (14) days from the Commencement Date (i.e. when the contract between
us was formed).

However, if our Services are activated and accessed by you before
the expiry of the cancellation period, your right to cancel will expire once you
have accessed them during the cancellation period.  For Services which do not involve the
activation and accessing of software services, which are not completed during
the cancellation period and which you subsequently choose to cancel before the
end of the cancellation period, you shall be liable for fees applicable to the
proportion of the Services that have been delivered to you up until you
communicated your cancellation; this may include costs incurred by Profitise Ltd
to its suppliers and service providers.

More advice about your legal right to cancel the Contract is
available from your local Citizens’ Advice Bureau or Trading Standards office.

Our liability if you are a consumer or sole-trader

You have legal rights in relation to Services that are not as
described. These legal rights are not affected by your right of refund above or
anything else in this Contract.

If Profitise Ltd fails to comply with the terms of this
Contract, it is responsible for loss or damage you suffer that is a foreseeable
result of such breach of contract or negligence but Profitise Ltd is not
responsible for any loss or damage that is not foreseeable.  Loss or damage is foreseeable if it is an
obvious consequence of the breach or if it was contemplated by you and Profitise
Ltd at the time you signed this Contract.

Profitise Ltd only supplies the Services to consumer
Customers for domestic and private use. If you are a consumer Customer, you
agree not to use the product for any commercial, business or resale purposes
and, if you are a consumer or sole-trader, you accept that Profitise Ltd has no
liability to you for any loss of profit, loss of business, business
interruption, or loss of business opportunity.

Profitise Ltd does not in any way exclude or limit its
liability to you for:

– death or personal injury caused by its negligence;

– fraud or fraudulent misrepresentation;

– any breach of the terms implied by section 12 of the Sale
of Goods Act 1979 (title and quiet possession) if applicable to the Services;

– any breach of the terms implied by section 13 to 15 of the
Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose
and samples) if applicable to the Services; and

–  defective products
under the Consumer Protection Act 1987 if applicable to the Services.

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