These Software as a Services Subscription Terms constitute a legal agreement between you (Customer) and Pipedout Limited incorporated and registered in England and Wales with company number 12820465 whose registered office is at 10 South Close, Ipswich, England, IP4 2TH (Supplier) for the provision of Piped Out Pipeline and accompanying Services on the terms of this agreement and any Order Form submitted hereunder (together the Terms).
IMPORTANT NOTICE: BY USING THE SERVICES YOU AGREE TO THE TERMS OF THE LICENCE WHICH WILL BIND YOU. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE WILL NOT LICENSE THE SERVICES TO YOU AND YOUR RIGHTS TO ACCESS THE SERVICES WILL IMMEDIATELY TERMINATE.
1.1 The definitions and rules of interpretation in this clause apply in these Terms. Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: means all confidential information disclosed by a party to the other party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Supplier includes, without limitation, the Services, the Software, the results of any performance tests of the Services and pricing and other terms related to Services offered by Supplier under these Terms. Confidential Information of the Customer includes the Customer Data. These Terms shall be Confidential Information of each party.
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: means all privacy and data protection laws and any applicable national implementing laws, regulations, and secondary legislation, applicable to the processing of personal data under the Terms, including (without limitation) the General Data Protection Regulation ((EU) 2016/679) and any other UK and/or European Union legislation relating to personal data and all other legislation and regulatory requirements of any country in force from time to time which apply to a party relating to the use of personal data.
Documentation: the document(s) made available to the Customer by the Supplier which sets out a description of the Services and the user instructions.
Data Destination: the destination(s) to which a Customer's Data is exported from the service. e.g. Third party warehousing software such as BigQuery (Google), Redshift (AWS).
Effective Date: the date Customer accepts these Terms. Fees: the fees payable by the Customer to the Supplier for the Services as set out in the Order Form.
Normal Business Hours: 9.00 am to 6.00 pm local UK time, each Business Day.
Order Form: means the order submitted by the Customer selecting a license which sets out the Services, Fees, etc. governed by these Terms.
Platform Services: the platform related services described in the Order Form.
Services: the Set Up Services, Platform Services, support services and any other services set out in the Order Form to be provided by the Supplier to the Customer under these Terms. Set Up Services: the set up Services described in the Order Form.
Software: the online software application Piped Out Pipeline provided by the Supplier as part of the Services.
Term: has the meaning given in clause 13.1.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any IT equipment or software including worms, trojan horses, viruses and other similar things or devices.
1.2 Unless the context otherwise requires any words following the terms "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2.1 Subject to these Terms (including the payment obligations), the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Term solely for the Customer's internal business operations. The rights provided under these Terms are granted to the Customer only.
2.2 In relation to the Authorised Users, the Customer undertakes that each Authorised User shall keep a secure password for their use of the Services and Documentation, and that each Authorised User shall keep their password confidential.
2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (vi) 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 access to any material that breaches the provisions of this clause.
2.4 The Customer shall not:
3.1 The Supplier shall, during the Term, provide the Services and make available the Documentation to the Customer on and subject to these Terms.
3.2 The Supplier shall use commercially reasonable endeavours to make the Platform Services available 24 hours a day, seven days a week, except for any required maintenance (as set out below). Supplier regularly conducts maintenance work to keep its systems in a working order. The scheduled maintenance window is typically on the UK business days between the hours of [09:00] p.m. and [00:00] a.m. UK time (but may be subject to change from time to time).
On occasion, unscheduled or emergency maintenance may be required in response to a real or perceived vulnerability, security threat or unexpected service disruption.
Whilst the Supplier will endeavour to keep any Service interruptions to a minimum, the Services availability may be impacted during maintenance. Where reasonably practicable, the Supplier shall notify the Customer of any unscheduled maintenance that will negatively impact availability.
4.1 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
4.2 The Customer acknowledges and agrees that Customer Data shall be maintained by third party software at the Data Destination and accordingly the Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party Data Destination.
5.1 Both parties will comply with all applicable requirements of the Data Protection Legislation and shall not perform any obligation under these Terms in such a way as to cause either party to breach any of its obligations under the Data Protection Legislation.
5.2 Each party agrees that no personal data will be processed under these Terms, with the exception of their respective contact information to administer the professional relationship.
5.3 If this changes and Personal Data shall be processed under these Terms, both parties agree to sign up to suitable terms governing such processing in accordance with Data Protection Legislation immediately prior to any processing of personal data.
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 (including Data Destinations) and that it does so solely at its own risk. The Supplier makes no representation, warranty 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.
7.1 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 Customer’s 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, Supplier will, at its expense, use reasonably commercial endeavours to either 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.
7.3 The Supplier:
7.4 These Terms shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms.
The Customer shall:
9.1. In consideration of the provision of the Services under these Terms, the Customer must pay any Fees set out in the Order Form. Notwithstanding the Fees specified in an Order Form, the Supplier reserves the right to increase the Fees from time to time at the Suppliers sole discretion upon providing the Customer with written notice.
9.2. All Fees payable must be made via Paddle and are non-refundable.
9.3. All Fees are exclusive of VAT, which shall be payable in addition to the fees (where applicable).
9.4. The Customer will not be entitled to set-off, counterclaim, deduct or withhold payment under these Terms.
9.5. If the Customer does not pay any Fees by the relevant due date, the Supplier reserves the right to take the following actions:
(a) charge interest on any outstanding sums from the due date for payment in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and/or (b) suspending the Services the Supplier provides to the Customer. The Supplier will not be liable for any loss of data that may occur in relation to the suspension of the Services.
9.6. The Supplier may set-off any liability that the Customer may have to The Supplier against any liability that The Supplier may have to the Customer.
9.7. The Customer acknowledges and agrees that The Customer’s subscription will automatically renew at the end of each billing period (either monthly or annually depending on the Order Form). The renewal will continue and the Customer’s payment method on file will be charged the then-applicable subscription fee unless the Customer cancels their subscription before their billing date.
9.8. If The Customer wishes to cancel their subscription, they must do so before the next scheduled billing date to avoid being charged for the next subscription period.
10.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, these Terms do not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered) or other intellectual property rights, or any other rights or licences in respect of the Services or the Documentation.
11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms. A party's Confidential Information shall not be deemed to include information that:
is or becomes publicly known other than through any act or omission of the receiving party;
was in the other party's lawful possession before the disclosure;
is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
is independently developed by the receiving party, which independent development can be shown by written evidence.
11.2 Subject to clause 11.4, each party shall hold the other's Confidential Information in confidence and 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 these Terms.
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 these Terms.
11.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
11.5 The above provisions of this clause 11 shall survive termination of these Terms, however arising.
12.1 Except as expressly and specifically provided in these Terms:
the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation 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;
Each party warrants that it has the right to enter into these Terms and to provide/receive the Services as contemplated by these Terms;
Supplier warrants that the Services shall, under normal operating conditions, substantially conform to the functionality described in the Documentation.
Except as expressly stated in these Terms: (i) 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 these Terms; and (ii) the Services and the Documentation are provided to the Customer on an "as is" basis.
12.2 Nothing in these Terms excludes the liability of the Supplier for: (i) death or personal injury caused by the Supplier's negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any liability that cannot be excluded or limited by law.
12.3 Subject to clause 12.1 and clause 12.2: 5. either Party 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 these Terms; and 6. either Party'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 these Terms shall be limited to the total Fees paid during the 12 months immediately preceding the date on which the claim arose.
13.1 These Terms shall, unless otherwise terminated as provided in this clause 13, commence on the Effective Date and shall continue for the initial term set out in the Order Form (the Initial Term) and, thereafter, these Terms shall be automatically renewed for successive periods as set out in the Order Form, unless: 8. either party gives the other party 15 days' written notice, in which case these Terms shall terminate upon the expiry of the Initial Term if notice is given during the Initial Term or at the end of the current period set out in the Order Form as applicable; or 9. otherwise terminated in accordance with the provisions of these Terms;and the Initial Term together with any subsequent renewal periods shall constitute the Term.
13.2 Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by giving written notice to the other party if: 10. the other party (i) fails to pay any amount due under these Terms; or (ii) commits a material breach of any other term of these Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach or make such payment (as applicable) within a period of 15 days after being notified in writing to do so; 11. 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, as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986 or 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 this clause 13.2(b); 12. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
13.3 On termination of these Terms for any reason: (i) the Customer shall immediately cease all use of the Services and/or the Documentation; (ii) all licences granted under these Terms shall immediately terminate; and (iii) each party shall return and make no further use of the other party's data, Confidential Information, property, documentation and other items (and all copies of them), save that each party may retain one copy of the other's Confidential Information as may be necessary to be retained for the purpose of regulatory compliance, provided that neither party shall be obliged to remove the other party's Confidential Information from its routine back-up or archive electronic records.
13.4 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 Term which existed at or before the date of termination shall not be affected or prejudiced by the termination.
14.1 Force Majeure. The Supplier shall have no liability to the Customer under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, provided that the Customer is notified of such an event and its expected duration.
14.2 Variation. No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14.3 Waiver. No failure or delay by a party to exercise any right or remedy provided under these Terms 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.
14.4 Rights and remedies. Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
14.5 Severance. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms. If any provision or part-provision of these Terms is deemed deleted under this clause the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
14.6 Entire agreement. These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into these Terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms. Nothing in this clause shall limit or exclude any liability for fraud.
14.7 Assignment.Neither party may assign any of its rights or obligations under these Terms without the prior written consent of the other, which will not be unreasonably withheld, conditioned or delayed, however The Supplier may assign or delegate some or all of its rights and obligations under these Terms to any of its affiliates, or to an entity as part of a corporate reorganization, or upon a consolidation, merger, change of control, sale of all or substantially all of its business or assets related to the Terms or Order Forms, or a similar transaction or series of transactions. Subject to the previous restriction on assignment by The Customer, these Terms will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.
14.8 No partnership or agency. Nothing in these Terms 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).
14.9 Third party rights. These Terms do not confer any rights on any person or party (other than the parties to these Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
14.10 Notices. Any notice required to be given under these Terms shall be in writing, posted on the Supplier's website (in the event of a notice provided by Supplier), sent by email or pre-paid post to the address set out in these Terms for Supplier or provided by Customer in the Order Form and shall be deemed to have been received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter; or 24 hours after it is posted on the Supplier's website (in the event of a notice provided by Supplier).
14.11 Governing law. These Terms and any dispute or claim arising out of or in connection with them or their 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.
14.12 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 these Terms or their subject matter or formation (including non-contractual disputes or claims).
15.1. The Customer may submit an Order Form within the Software or to The Supplier, to use the Services. The Order will detail the applicable fees (if any), the Services and Software provided and the duration of the access. The Order Form may be for full access to the Platform or for certain features only, as specified in the applicable Order Form.
15.2. Any Order Forms placed by the Customer will be treated as an offer to use the Platform. When the Customer places an Order, The Supplier will send the Customer a message confirming receipt of the Customer’s Order and containing the details of the Customer’s Order (the “Order Confirmation”).
15.3. The Supplier only accepts The Customer’s Order Form, when The Supplier debits your credit or debit card and sends The Customer an Order Confirmation.
15.4. If the Customer are acting in a business capacity, by purchasing a Licence, The Customer confirms that they have authority to bind any business on whose behalf they obtain a Licence for.
15.5. In the unlikely event that the price shown in the Software is wrong, and the Supplier discovers this before accepting The Customer’s Order in accordance with clause 15.4, The Supplier is not required to provide a licence at the price shown. The Supplier will always try and ensure that the prices shown on The Suppliers’ Software are accurate, but occasionally genuine errors may occur. If the Supplier discovers an error in the price of the Licence that The Customer has ordered The Supplier will let The Customer know as soon as possible and give The Supplier the option of re-confirming the Order at the correct price or cancelling it.
15.6. All credit and debit cardholders are subject to validation checks and authorisation by the card issuer. If the issuer of the Customer’s payment card refuses to or does not, for any reason, authorise payment to the Supplier, they will not be liable to you for any delay.
15.7. The merchant of record for all of the Suppliers orders is Paddle.com Market Limited (“Paddle”). No payment information is handled on The Supplier’s servers, rather Paddle act as The Supplier’s online reseller and conduct the Suppliers order process. All customer service inquiries and returns are handled by Paddle.
15.8. In order to process the payment for a Licence a valid payment method, including debit or credit card or PayPal is required. The Customer must provide Paddle with accurate and complete billing information including full name, address, country, post code and a valid payment method. The Customer automatically authorises Paddle to charge all Fees incurred through the Customers’ Order Form by submitting such payment information. All information provided to Paddle is subject to Paddle’s privacy policy available at https://paddle.com/privacy/.
15.9. Should automatic billing fail to occur for any reason, Paddle will retry in 3 days, after which the Supplier will pause The Customer’s account and suspend the Licence.
15.10. If the Customer’s credit or debit card payment is not processed successfully for any reason, the Supplier reserves the right to re-attempt process payment. The Supplier will give the Customer notice in advance of any re-attempt to process payment by sending an email to the email address the Customer has provided to the Supplier. If the Customer does not want the Supplier to re-attempt process payment, the Customer must cancel their Order before the date noted in the email.
16.1 All Fees payable must be made via Paddle and are non-refundable. Full payment terms are set out in clause 9 and termination conditions are set out in clause 13.