By completing the order form you agree to the terms and conditions and data protection terms below, that your completion of the order form (whether paying or free trial) is an act of signing an agreement and that these terms are enforceable.
Terms and Conditions
About these terms and conditions
These set out the contractual terms governing the relationship between the Provider and the Client for the provision of services.
The Provider does not contract on Client’s terms and any terms purported to replace or amend these terms shall be of no effect unless expressly accepted by the Provider in writing.
Services to be provided to the Client
- The Provider will process data provided by the Client in the form of timesheets and invoices (the Service).
- The Client agrees to register all users as separate users and that they shall not allow multiple people to use a single user identity.
- The Provider will provide the Client and its authorised users access, subject to these Terms and Conditions. Subject to compliance with these Terms and Conditions, the Provider licences the Client non-exclusive rights to access and execute the software on our servers and the related documentation.
- The Client will use the Service only for its internal business operations and will not permit the Service to be used by or for the benefit of anyone other than Client. The Client will not have the right to re-license or sell rights to access and/or use the Service to transfer or assign rights to access or use the Service, except as expressly provided herein. The Client may not modify, translate, reverse engineer, decompile or create derivative works based upon the Software. The Client agrees to use the Service in a manner that complies with all applicable laws including intellectual property and copyright laws.
- The Client acknowledges that the Provider is not liable for any use or misuse of the Service; or any data breach or data theft by Client or its employees or contractors.
- The Client acknowledges that the Provider is not liable for any errors caused by completion of data by the Client or their representatives, such as inaccurate invoicing.
- The Service may not be accessed by any business or individual in direct competition with the Service or by multiple staff using a single log in.
- Technical support takes the form of an online library of documents and an email reporting system.
- The Client accepts the Service must not be used to upload, post, host, or transmit unsolicited email, or “spam” messages.
- We reserve the right to terminate the contract at any time without warning.
- Charges are payable monthly or annually (by card payment) in advance. Late payment may incur charges or lead to cancellation of the Service without notice.
- The Client is responsible for ensuring their credit or debit card details, plus billing details are up to date within 30 days of any changes. Failure to do so may result in cancellation of the contract (and legal remedies may be taken if appropriate).
- The Provider reserves the right to alter the charges at any time without prior warning.
- The Client may contact the Provider in writing at any time to upgrade their package.
- Fees are due in advance of service and are non-refundable unless due under item 16.
Cool down period and cancellation
- The Client may cancel this package at any time. The Client will be responsible for the fees due until cancellation, unless during the first 30 day cool-down period, when a full refund will be given.
- This agreement covers a one month or one year (depending on the selection by the Client) period commencing on the date the order is placed by the Provider and then continues automatically unless otherwise agreed.
- The Client acknowledges that the Service may require maintenance or other technical alterations resulting in the Service not being available for periods of time and indemnify the Provider against any fees, losses, damages, liabilities or costs that result from the Service being unavailable.
- In the event of force majeure the Client acknowledges that the Provider will not be liable.
- Any complaints should be addressed to the Managing Director of the Provider.
Governing Law and Worldwide Jurisdiction
- 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.
- The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
- In this Clause:
“the Act” means the Data Protection Act 1998 and all related guidance, statutory instruments and/or supplemental or successor legislation as applicable from time to time, such as GDPR;
“data controller”, “data processor”, “data subject”, “data subject access request”, “personal data”, “sensitive personal data” and “processing” have the meanings given to them in the Act; and
“Personal Data” means any personal data that Provider processes in its provision of the services.
- The parties acknowledge that the Provider’s provision of the services may require Provider to process data that may fall within the definition of personal data. The Provider undertakes to comply with the provision of the Act and to observe and perform all of its obligations under this Clause. The Provider undertakes to the Client that neither it nor any Service Provider shall do or omit to do anything which would cause the Client to be in breach of its obligations under the Act
- To the extent that the Provider processes Personal Data, the parties acknowledge that the Client is the data controller and the Provider is the data processor in respect of such Personal Data.
- The Client’s data is only accessible to the Client, their users and the Provider. The Provider is not responsible if a third party accesses your information by breaching our security measures.
- The Provider will at all times:
a) comply with its own data protection policy available here;
b) have in place and maintain appropriate technical and organizational measures to prevent any unauthorized or unlawful processing of the Personal Data, and to prevent accidental loss or destruction of, or damage to the Personal Data;
c) undertakes to the Client that it will not process any Personal Data under this Agreement unless, in accordance with the requirements of the Act, it is acting on the instructions of the Client, either expressly given by the Client, or as a consequence of Provider fulfilling its obligations in respect of that Personal Data under this agreement;
d) ensure that any persons it authorizes to have access to the Personal Data will be bound by contract or otherwise in writing to respect and maintain the confidentiality and security of the Personal Data and will not access any such data for any purpose not expressly or implicitly permitted for the performance of this agreement;
e) promptly respond to any request from the Client for information required by the Client to evaluate Provider’s compliance with its obligations under Clause;
f) only process and hold the Personal Data in order to provide the service and/or in accordance with the Client’s reasonable instructions given in writing from time to time;
g) have and maintain any obligatory licenses, registrations and/or notifications that it is obliged in law to hold in its own capacity as a data controller;
h) not disclose, either free of charge or in return for any payment, the Personal Data to any other legal or natural person unless instructed to do so by the Client (for example for an add on module or integration with another piece of software) or pursuant to a legal or regulatory obligation to do so;
i) comply with all instructions from the Client and/or any data subjects to rectify, delete or update the Personal Data promptly and will in any event rectify, delete or update the Personal Data in accordance with the relevant time limits imposed by any applicable regulatory requirement, and in all cases will confirm to the Client that it has done so;
- The Provider shall inform the Client promptly in writing of any breach of this Clause by Provider or any person engaged by it in the performance of its obligations to the Client upon it becoming aware of the same.
- The Client agrees to indemnify the Provider and its personnel from and against any claims, actions, proceedings and demands that may result as a result of the use of the Service by the Client or any breach by the Client or their representatives and that the Client will be responsible for any fees, losses, damages, liabilities or costs (including, but not limited to legal fees).
- The Client accepts that the Provider has ensured enhanced security of their website and the Service and agrees to indemnify the Provider, its directors and its personnel from and against any claims, actions, proceedings and demands that may result as a result of any breach by a third party or data lost by the Provider or their representatives and that the Client will be responsible for any fees, losses, damages, liabilities or costs (including, but not limited to legal fees).
- The Client accepts that the Provider can use anonymous statistical and usage data, and data about the functionality of the Service, provided such data cannot be used to identify Client or its individual users (“Anonymous Data”), which may be used for any purposes, including marketing and advertising.
The Kid Calmer Limited, 3 Merridale Road, Bitterne, Southampton, SO19 7AB (the Provider)
Registered company 9025106
you the Client