Quilder Product Terms & Conditions – Fieldimp Limited

GENERAL

These terms set out the agreement ("Agreement") between you (“you”) and Fieldimp Limited, a company incorporated in Scotland under the Companies Acts with registered number SC 560636 and whose registered office is at 5 Eagle Street, Glasgow, Strathclyde, G4 9XA, United Kingdom ("Fieldimp"). Please read these terms carefully.
By downloading, installing, copying or otherwise using the Services (defined below) you agree to be bound by all of the terms of this Agreement. You can only enter into this Agreement on behalf of a company or such other business entity and you represent that you have the authority to bind such entity to this Agreement, in which case the terms "you" or "your" shall refer to such entity.
We licence use of the Services to you on the basis of this Agreement and, if you have downloaded the Services as an App, subject to any rules or policies applied by any appstore provider or operator from whose site ("Appstore"), you downloaded the App.
Any hardware and software required to operate the Services is specified on the Website. Please ensure that where applicable your devices meet these requirements before downloading the Service.
The Services provide you with information which Fieldimp believes to be accurate. Please note that Fieldimp can give no assurances or warranty regarding the accuracy of such information. Fieldimp excludes to the fullest extent permitted by law all liability for the accuracy of information provided by the Service
Fieldimp may change this Agreement at any time. We will notify you of a change using the methods of communication agreed between you and us from time to time. Such notification may also happen when you next start to use the Services or log on to the Website. The new terms and conditions may be displayed on-screen and you may be required to read and accept them to continue your use of the Service.
From time to time updates to the Services may be issued through the Website or the Appstore. Depending on the update, you may not be able to use the Services until you have downloaded or streamed the latest version of the Services and accepted any new terms.
All users of the Services will be assumed to have obtained permission from the owners of the mobile telephone or other devices that are used to download or stream the Service. Charges may apply from Services providers for internet access when using the Services on such devices. You accept responsibility for such charges in relation to any device, whether or not it is owned by you.
The terms of our privacy policy ("Privacy Policy") are incorporated into this Agreement by reference and apply to the Service.
By using the Service, you acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information you send using the Services may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

DEFINITIONS

The following terms shall have the following meanings in this Agreement:

"Intellectual Property Rights" means patents, inventions, know-how, trade marks (whether registered or unregistered), design rights (whether registered or unregistered), copyright, database rights, rights in data, together with any and all other intellectual property rights, or rights of a similar nature, whether existing in the United Kingdom or elsewhere, together with any applications for any of the foregoing;
"Licence Fees " means any fee payable for use of the Services as described in this Agreement;
"Services" means the products and services including the Software made available to you from time to time via the Appstore or the Website, as may be updated or amended from time to time as notified to you on the Website, together with data supplied with the software, and associated media;
"Software" means the Quilder software which you have selected to download from either the Appstore or the Website. The term "Software" shall also include any upgrades, modified versions or updates relating to it and made available to you by Fieldimp; and
"Website" means the website accessible from the url [www.quilder.com] or any subsequent URL which may replace it.
Reference to any statute, enactment, order, regulation or other similar instrument shall be construed as a reference to the statute, enactment, order, regulation or instrument as amended by any subsequent statute, enactment, order, regulation or instrument or as contained in any subsequent re-enactment thereof.
All headings included in this Agreement are for ease of reference only and shall not affect the interpretation or construction of this Agreement.
Reference to "Clause" is, unless otherwise provided, reference to a clause of this Agreement.

GRANT OF LICENCE

Subject to the terms of this Agreement, Fieldimp hereby grants you a non-exclusive, non-transferable, revocable licence to use the Services solely for your own business purposes.
Notwithstanding the foregoing, you acknowledge and agree that, depending on the version of the Services you select to download, certain restrictions may apply to your use of the Services and certain features of the Services may be unavailable to you or available subject to certain limitations.
You acknowledge that the foregoing licence granted in Clause 3.1 extends only to the features and functionality of the Services version as described in the Appstore and Website and as paid for by you.

TRIAL PERIOD

Any charges payable by you for your use of the Services will be notified to you. Certain charges may be payable by you in advance before you download the Service.
The Services may be made available to you free of charge for an initial trial period and any charges payable for your continued use of Services after this trial period ("Licence Fees ") will be notified to you in advance.

FEE FOR SERVICES

If Licence Fees s apply:

you must provide Fieldimp with the necessary bank account or credit card details to enable payment; and
Fieldimp will make the Services available to you upon payment of the relevant Licence Fees.

All Licence Fees s are inclusive of UK Value Added Tax or any equivalent sales tax applicable in the European Union, but are not inclusive of local sales taxes, levies or duties that may apply to your use of the Services in any other jurisdiction, and you shall be responsible for any such additional local sales taxes and shall inform us of them.
Unless otherwise stated by us or required by law All payment obligations are non-cancellable and all amounts paid are non-refundable. You are responsible for paying the Licence Fees whether or not the Services is actively used.
Fieldimp reserves the right to modify its Licence Fees and to introduce new charges on or upon at least 30 days prior notice to you, which notice may be provided by e-mail.
In addition to any other rights Fieldimp has in this Agreement or otherwise, Fieldimp reserves the right to suspend or terminate your access to the Services if you fail to pay any Licence Fees due.

LICENCE RESTRICTIONS

Except as expressly set out in this Agreement or as permitted by any local law, you agree:

not to copy the Services except where such copying is incidental to normal use of the Service;
not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Service;
not to make alterations to, or modifications of, the whole or any part of the Service, or permit the Services or any part of it to be combined with, or become incorporated in, any other programs;
not to reverse engineer or access the Services or any part of the Services in order to:

build a competitive product or service; or
build a product using similar ideas, features, functions or graphics of the Service; or
copy any ideas, features, functions or graphics of the Service.

not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Services or attempt to do any such thing without our express written consent,
not to create internet "links" to the Services or "frame" or "mirror" any Services content on any other server or wireless or internet-based device;
to keep all copies of the Services secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Service;
to include our copyright notice on all entire and partial copies you make of the Services on any medium;
not to provide or otherwise make available the Services in whole or in part (including object and source code), in any form to any person without prior written consent from Fieldimp; and
to comply with all technology control or export laws and regulations that apply to the technology used or supported by the Service.

ACCEPTABLE USE RESTRICTIONS

You must:
not use the Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Services or any operating system;
not infringe our Intellectual Property Rights or those of any third party in relation to your use of the Service, including the submission of any material (to the extent that such use is not licensed by this Agreement);
not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Service;
not use the Services in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;
not collect or harvest any information or data from the Services or our systems or attempt to decipher any transmissions to or from the servers running the Service; and
use the Services only for your internal business purposes.

TITLE

You agree that no title to any Intellectual Property Rights in any part of the Services or the Website are transferred to you. Title and ownership of all Intellectual Property Rights in and to the Services and the Website shall remain the exclusive property of Fieldimp and/or Fieldimp’s licensors.
You acknowledge that you have no right to have access to the Services in source code form.

YOUR RESPONSIBILITIES

You shall abide by all applicable laws, treaties and regulations in connection with your use of the Services including inter alia the Data Protection Act 1998, the Privacy and Electronic Communications Regulations 2003 & 2011, the General Data Protection Regulation ((EU) 2016/679), as may be amended, updated or replaced with equivalent legislation from time to time.
You shall:

notify Fieldimp immediately if you becomes aware of any unauthorised use of the Services and any other known or suspected breach of security;
report to Fieldimp immediately and use reasonable efforts to stop immediately any copying or distribution of the Services that is known or suspected by you; and
not impersonate another Services user or provide false identity information to gain access to or use the Service.

SERVICE OUTPUT

You have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of the data input from your account when using the Service. For the avoidance of doubt, however, Fieldimp shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any such data by you, or any person who, in Fieldimp’s reasonable opinion, appears to be authorised by you.
Fieldimp gives no undertakings in relation to retention of the information output produced by you using the Service.

TERM AND TERMINATION

The Agreement has effect from when you agree to [it] or when you start using the Services (whichever is sooner) and shall continue for the agreed term unless terminated earlier in accordance with its terms.
Either party may terminate this Agreement, by giving the other party at least thirty (30) days prior notice before payment of the next installment of the Licence Fees is due. You may give such notice by following the process on the Website to unsubscribe from the Service.
Fieldimp shall be entitled to terminate this Agreement and your access to the Services in the event that:

you are in material breach of this Agreement, including but not limited to failure to pay Licence Fees s and such breach has not been cured within 14 days of notice of such breach; or
you are in breach of the Licence Restrictions at Clause 6 or the Acceptable Use Restrictions at Clause 7; or
you present a petition or have a petition presented by a creditor for your winding up, or convene a meeting to pass a resolution for voluntary winding up, or enter any liquidation, other than for the purposes of a bona fide reconstruction or amalgamation, call a meeting of your creditors or, have a receiver, administrator or similar officer of all or any of your undertakings or assets appointed, or be deemed by virtue of the relevant statutory provisions under the applicable law to be unable to pay your debts.

CONSEQUENCES OF TERMINATION

On termination for any reason:

all rights granted to you under this Agreement shall cease;
you must immediately cease all activities authorised by this Agreement, including your use of the Service; and
you must immediately delete or remove the Services from all devices, and immediately destroy all copies of the Services then in your possession, custody or control and, if requested by Fieldimp, certify to Fieldimp that you have done so.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
Fieldimp represents and warrants that it will provide the Services with reasonable skill and care.
You represent and warrant that you have not provided any false information to gain access to the Services and that, if we have requested it, your billing information is correct.
You represent and warrant that you are not using the Services as an individual or consumer.
Except as otherwise provided in this Clause 13, Fieldimp makes no representations or warranties and expressly excludes the same whether express, implied or otherwise in so far as it is not prevented by legislation from so doing.
You acknowledge that no software can be error free and agree that the existence of such errors in the Services shall not constitute a breach of this Agreement.
The parties agree that when using the Website and the Service, they shall use all efforts to prevent the transmission of viruses. However, neither party shall be liable to the other for any losses suffered due to the transmission of such viruses.

INDEMNIFICATION

You shall indemnify and hold Fieldimp, its licensors, subsidiaries, affiliates, officers, directors, employees and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including legal fees and costs arising out of or in connection with:

a claim alleging that your use of the Services is unlawful or infringes the rights of, or has caused harm to, a third party; or
a breach by you of your representations and warranties; or
a claim arising from a breach by you of this Agreement; or
any negligent act or omission by you; or
any claims arising from any Intellectual Property Rights or third party infringement arising from the combination of the Services with any of your products, service, hardware or business process.

PUBLICITY
You expressly give us permission to include and publish your business name and logo on lists of our customers. If you wish to withdraw this permission at any time then please contact us at info@fieldimp.com
INTERNET DELAYS
The Services may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. Fieldimp is not responsible for any delays, delivery failures, or other damage resulting from such problems.
LIMITATION OF LIABILITY

Fieldimp shall not be liable for any consequential loss, damage, or corruption of other software or data, or for loss of profit, business, revenue, goodwill or anticipated savings.
Subject to the provisions hereof and except insofar as Fieldimp’s liability may not be excluded or limited by law, you acknowledge and agree that Fieldimp’s entire maximum and aggregate liability to you whether under this Agreement or otherwise (including under the laws of negligence) shall be limited to the total of the Licence Fees paid by you in the 12 month period immediately preceding the event giving rise to such claim.
Nothing in this Agreement shall limit or exclude Fieldimp’s liability for:

death or personal injury resulting from Fieldimp’s negligence; or
fraud or fraudulent misrepresentation; or
any other liability that cannot be excluded or limited by Scots law.

FORCE MAJEURE
Fieldimp shall be under no liability to you in respect of anything which may constitute a breach of this Agreement arising by reason of force majeure, namely, circumstances beyond the control of Fieldimp which shall include, but shall not be limited to, acts of God, perils of the sea or air, fire, flood, drought, explosion, sabotage, accident, embargo, riot, civil commotion or civil authority, including acts of local government and parliamentary authority; inability to supply the materials necessary to provide the Services, breakdown of equipment and labour disputes of whatever nature and for whatever cause arising including, but without prejudice to the generality of the foregoing, work to rule, overtime bars, strikes and lockouts.
WAIVER
Failure or neglect by Fieldimp to enforce at any time any of the provisions of this Agreement shall not be construed nor shall be deemed to be a waiver of Fieldimp’s rights hereunder nor in any way affect the validity of the whole or any part of this Agreement nor prejudice Fieldimp’s rights to take subsequent action.
SEVERABILITY
In the event that any of these terms, conditions or provisions shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
ENTIRE AGREEMENT
This Agreement and the Privacy Policy constitutes the entire agreement and understanding between us in relation to the Services and supersedes any previous agreement and understanding between the parties hereto, relative to the subject matter hereof.
NOTICES

If you wish to contact us in writing, or if any condition in this Agreement requires you to give us notice in writing, you can send this to us by e-mail or by prepaid post to the address stated on the Website. We will confirm receipt of this by contacting you in writing, normally by e-mail.
If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us.

GENERAL

You shall not be entitled to novate, assign or transfer your rights and/or obligations under this Agreement without the prior written consent of Fieldimp. Fieldimp reserves the right to novate, assign or transfer its rights and/or obligations under this Agreement at any time without reference to you.
Nothing in this Agreement is evidence of a joint venture or partnership. Neither party is the agent of the other and neither party shall give any undertaking on behalf of the other.
If there is a conflict between this Agreement and any provision in any supplemental agreement or policy, the provisions of this Agreement will prevail, unless that supplemental agreement or policy expressly provides to the contrary.

GOVERNING LAW

The parties hereby agree that this Agreement shall be construed in accordance with and governed by Scots law and both parties hereby agree to submit to the exclusive jurisdiction of the Scottish courts in all matters relating to this Agreement.