Phase Software Ltd - GSAplus Reporting Service - Subscriber Terms & Conditions

Phase Software Limited

GSAplus Reporting Service - Subscriber Terms and Conditions

NOTICE TO SUBSCRIBER: PLEASE READ THIS AGREEMENT CAREFULLY. BY USING ALL OR ANY PORTION OF THE GSAplus REPORT(S) TO WHICH THESE TERMS AND CONDITIONS APPLY, YOU ACCEPT THE FOLLOWING TERMS AND CONDITIONS FROM PHASE SOFTWARE LTD. YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT IT IS ENFORCEABLE AS IF IT WERE A WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT YOU MUST NOTIFY PHASE SOFTWARE LTD IN WRITING OR BY EMAIL, YOU MUST NOT USE ALL OR ANY PART OF THE GSAplus REPORT(S) AND YOU MUST DESTROY ALL COPIES OF IT (WHETHER IN ELECTRONIC OR PAPER FORM).

1 DEFINITIONS

'Acceptance' means Our acceptance, in writing or by email, of Your application to become a subscriber to the GSAplus Reporting Service (and 'Accept' and 'Accepted' shall be interpreted accordingly).

'Commencement Date' means the date on which We will commence provision of the GSAplus Reporting Service, which shall be as follows:

a) where Our Acceptance is provided before the first GSA Date in a Trading Period, the Commencement Date shall be the first GSA Date of that Trading Period;

b) where Our Acceptance is provided after the first GSA Date in a Trading period, the Commencement Date shall be the first GSA Date of the next Trading Period.

'GSA Data' means the data in respect of sales of Kleeneze products, which is provided in the form of a Group Sales Analysis by Kleeneze to all distributors on the GSA Dates.

'GSA Date' means the Friday immediately following the 3rd and final (4th) Thursday of each relevant Trading Period on which Kleeneze provides GSA Data to its distributors, as determined solely by Kleeneze.

'GSAplus Report(s)' means the report(s) provided by Us to You, which is derived from Your past and current GSA Data.

'GSAplus Reporting Service' means the provision of the GSAplus Report(s) by Us to You in accordance with these Terms.

'Kleeneze' means Kleeneze Ltd, whose principal place of business is Express House, Clayton Business Park, Clayton Le Moors, Accrington, Lancashire BB5 5JY.

'Subscription Fee' means the fee payable by You to Us in respect of Our provision of the GSAplus Reporting Service and as advised to You via an email or invoice that We send to you, or via Our web site.

'Subscription Level' means Your subscription level, as advised to You via an email or invoice that We send to you, or via Our web site.. Such Subscription Levels may be amended by Us at any time on the provision of not less than 28 days' notice to You.

'Terms' means these GSAplus Reporting Service - Subscriber Terms and Conditions.

'Trading Period' means the period in respect of which Kleeneze provide the GSA Data, as determined solely by Kleeneze.

'We', 'Us', or 'Our' means Phase Software Limited with registered offices at Registered office: 35a Hazlemere Road, Penn, Buckinghamshire, HP10 8AD, England.

'You' or 'Your' means a subscriber to the GSAplus Reporting Service, who must be a Kleeneze distributor.

2 ORDER PROCESS

2.1 You may apply to become a Subscriber by sending an email to gsaplus@phasesoftware.co.uk This email should contain your name, address, contact telephone number, Kleeneze distributor number, your sponsor's distributor number, the email address you want your reports sent to and your last Week 4 GSA.

2.2 We will notify You as soon as reasonably practicable of whether Your application has been Accepted. For the avoidance of doubt, We are under no obligation to Accept Your application.

3 PROVISION OF THE GSAplus REPORTING SERVICE

3.1 In consideration of Your payment of the relevant Subscription Fee, We will provide the GSAplus Reporting Service to You, commencing on the Commencement Date. We will provide the GSAplus Reporting Service with reasonable care and skill.

3.2 We may, in Our sole discretion:

3.2.1 correct any errors in a GSAplus Report if You notify Us of the same; and/or

3.2.2 provide guidance on the use and access to the GSAplus Reporting Services; however We shall be under no obligation to do so and We shall have no liability for any failure or delay in the provision of such services or any loss or damage caused by Our provision of such services.

4 FREE TRIAL

4.1 Provided that You have not previously used the GSAplus Reporting Service on a free-of-charge basis, the provision of the GSAplus Reporting Service shall be free for 4 weeks from the Commencement Date ('Free Trial Period'). Additional or longer trials may be offered in Our sole discretion.

4.2 You are under no obligation to continue Your use of the GSAplus Reporting Service following the Free Trial Period. If You wish to continue using the GSAplus Reporting Service after the Free Trial Period has expired, You shall notify Us in writing or by email.

5 FEES AND PAYMENT

5.1 Save in respect of any Free Trial Period, in consideration for Our provision of the GSAplus Reporting Service, You shall pay the non-refundable (save in accordance with clauses 7.2.3 and 7.3.3) Subscription Fee as follows:

5.1.1 commencing on the expiry of the Free Trial Period (if any), the amount of the Subscription Fee shall correspond to Your Subscription Level on the Commencement Date. Where you have applied to pay a 4 weekly Subscription Fee, the Subscription Fee shall be payable once every 4 weeks. Where you have applied to pay an annual Subscription Fee, the Subscription Fee shall be payable once every year. Where you have applied to pay a Subscription Fee covering any other fixed number of Trading Periods, the Subscription Fee shall be payable once for the total number of such Trading Periods ;

5.1.2 where We have Accepted Your application to pay a 4 weekly Subscription Fee, and where Your GSA Data shows that for 3 consecutive Trading Periods a different Subscription Level should apply, We may, in Our sole discretion, notify You in writing or by email and thereafter the amount of the Subscription Fee shall be calculated in accordance with the new Subscription Level;

5.1.3 where We have Accepted Your application to pay an annual Subscription Fee or to pay a Subscription Fee covering a fixed number of Trading Periods, prior to the end of each period in respect of which the Subscription Fee has been paid We will notify You in writing or by email of whether Your Subscription Fee for the subsequent year or the appropriate fixed number of Trading Periods will be the same.

5.2 The relevant Subscription Fee shall be paid in advance of the period to which the Subscription Fee relates. We shall, upon such payment, issue You with the relevant receipted invoices.

5.3 All Subscription Fees include VAT where applicable. All payments shall be made in Pounds Sterling by cheque, bank draft, standing order, bank transfer, debit card or credit card unless We agree otherwise in writing or by email.

6 INTELLECTUAL PROPERTY RIGHTS

6.1 We own or have a licence to use all right, title and interest in and to the GSAplus Reporting Service, including without limitation all copyright and any other intellectual property rights therein. These Terms shall not be construed to convey title to or ownership of the GSAplus Reporting Service or the GSA Data to You. All rights in and to the GSAplus Reporting Service not expressly granted hereunder are reserved by Us.

6.2 We hereby grant You a non-transferable, non-exclusive, royalty-free, revocable licence to view the GSAplus Report(s).

6.3 Except as expressly permitted in these Terms, You shall not: (i) distribute, sublicence, assign, share, timeshare, sell, rent, lease, grant a security interest in, use for service bureau purposes, or otherwise transfer the GSAplus Report(s) or part thereof or Your right to use the GSAplus Report(s) to any third party; (ii) remove or modify any of Our copyright, trademark, or other proprietary notices contained within the GSAplus Report(s); or (iii) use the GSAplus Report(s) in any manner not expressly authorised by these Terms.

7 TERM AND TERMINATION

7.1 These Terms will commence on the date on which You apply to become a subscriber to the GSAplus Reporting Service and will continue until terminated in accordance with this clause 7.

7.2 You may terminate these Terms:

7.2.1 at any time during the Free Trial Period by notice in writing with immediate effect;

7.2.2 thereafter on the provision of not less than 28 days written notice to Us, such notice to expire: (a) where We have Accepted Your application to pay a 4 weekly Subscription Fee, at the end of the Trading Period in which such notice expired; or (b) where We have Accepted Your application to pay an annual Subscription Fee or for a fixed number of Trading Periods, on the last day of the period in respect of which the Subscription Fee has been paid; or

7.2.3 on the provision of not less than 28 days written notice to Us in the event that You do not agree to an amendment made to these Terms in accordance with clause 10.5. In such event We will refund any unused portion of Your Subscription Fee.

7.3 We may terminate these Terms by notice in writing (including without limitation by email transmission) with immediate effect:

7.3.1 where You have breached these Terms and, if capable of being fixed, You have not fixed such breach within 7 days of Us telling You to fix it; or

7.3.2 where You are declared bankrupt or are unable to pay Your debts or enter into compulsory or voluntary liquidation or compound with or convene a meeting of Your creditors or have a receiver or manager or an administrator appointed or cease for any reason to carry on business or take or suffer any similar action which in Our opinion means that You may be unable to pay Your debts; or

7.3.3 without cause. In such event We shall refund any unused portion of Your Subscription Fee.

7.4 On termination of these Terms for whatever reason (i) the rights and/or obligations which have accrued prior to termination shall not be affected; (ii) all confidential information and documentation shall be returned to Us; and (iii) We shall have no further duty to provide the GSAplus Reporting Service to You.

8 WARRANTIES AND LIABILITY

8.1 Except as otherwise set out below, Our liability in connection with these Terms and the provision of the GSAplus Reporting Services is strictly limited in aggregate to the Subscription Fee paid by You in the 12 months prior to the date of the claim.

8.2 Clause 8.1 does not exclude or limit in any way Our liability for death or personal injury caused by Our negligence, for fraud or fraudulent misrepresentation or for any matter for which it would be illegal for Us to exclude, or attempt to exclude, Our liability.

8.3 We accept no liability for any loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, waste of management or office time or for any indirect or consequential loss or damage of any kind however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

8.4 You are solely responsible for providing the means to access the GSAplus Reporting Service, including but not limited to the provision of appropriate computer systems and Internet use. We use reasonable endeavours to procure that GSAplus Reporting Service is kept free from computer viruses or other potentially harmful content, however, it is Your responsibility to take appropriate measures to protect Your own computer systems. We shall not be liable for any failure or delay in Our provision of the GSAplus Reporting Service or any loss or damage that results from Your failure to comply with this clause 8.4.

8.5 The information provided in the GSAplus Report(s) is intended as information only and does not constitute advice. Therefore, it must not be relied on to assist in making or refraining from making a decision, or to assist in deciding on a course of action.

8.6 The material provided in the GSAplus Report(s) is provided 'as is', without warranty of any kind. In particular We do not warrant that the GSAplus Report(s) will be accurate or error free. To the maximum extent permitted by law, We expressly exclude all representations, warranties, obligations and liabilities in connection with the GSAplus Report(s) and the information provided therein.

9 DATA PROTECTION

9.1 We are the data controller of any personal data provided to Us by You.

9.2 Unless You notify Us in writing or by email of Your objection to the same, We will use Your personal data to send You information about Our products or services by post and/or by email.

10 MISCELLANEOUS

10.1 You may not transfer, assign, charge or otherwise dispose of any of Your rights or obligations arising under these Terms without Our prior written consent.

10.2 We shall not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under a contract that is caused by events outside Our reasonable control, including but not limited to strikes, lock-outs or other industrial action, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, impossibility of the use of public or private telecommunications networks, the acts, decrees, legislation, regulations or restrictions of any government or the failure of Our suppliers to comply with the terms of supply agreements entered into with Us.

10.3 This Agreement constitutes the entire Agreement between the parties. Other than as expressly stated otherwise in these Terms neither party shall be under any liability for any representations made prior to or during the operation of these Terms.

10.4 If any of these Terms or any provisions of a contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

10.5 We may amend these Terms any time on the provision of not less than 28 days prior notice in writing or by email. Your continued use of the GSAplus Reporting Service following such amendment shall indicate Your acceptance of the amended Terms.

10.6 Failure by either party at any time to require the performance of any provision of these Terms shall not affect the right of such party to require full performance thereof at any time thereafter and the waiver by either party of any breach of any such provision of these Terms shall not be construed as, nor held to be, a waiver of any subsequent breach thereof, nor as nullifying the effectiveness of any such provision or in any way prejudicing such party's rights under these Terms.

10.7 All notices, documents and other communications relating to these Terms must be in writing and delivered, or posted by first class pre-paid post or sent by facsimile or email transmission to Our registered office or Your address as provided by You in Your application, as appropriate, and any such notice shall be deemed to have been duly served upon and received by the party to whom it is addressed at the time of delivery if delivered by hand, on the expiry of 48 hours after posting or at the time of transmission in the case of facsimile or email transmission.

10.8 The clause headings in these Terms are inserted for ease of reference only and shall not affect the construction or interpretation of these Terms.

10.9 Nothing in these Terms shall give, directly or indirectly, any third party any enforceable benefit or any right of action against Us and such third parties shall not be entitled to enforce any term of these Terms against Us.

10.10 These Terms and the provision of the GSAplus Reporting Service shall be governed and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English Courts.

If You have any queries about these terms and conditions, please contact Our Sales and Customer Service team:

Phase Software Limited
117 Holtspur Top Lane
Beaconsfield
Bucks
HP9 1BW

email: gsaplus@phasesoftware.co.uk

GSAplusTermsMar2014