Effective as of June 10, 2022.
Please read these terms and conditions carefully, as they set out our and your legal rights and obligations in relation the Unattach platform and services.
1.1 In the Agreement:
"Affiliate" means an entity that Controls, is Controlled by, or is under common Control with the relevant entity.
"Agreement" means the agreement between the Provider and the Customer for the provision of the Platform as a service, incorporating these terms and conditions (including the Schedules), and any amendments to the Agreement from time to time.
"Balance" refers to the number of emails that the Customer can still process using the Platform.
"Business Day" means any week day, other than a bank or public holiday in England.
"Business Hours" means between 09:00 and 17:00 GMT on a Business Day.
"Charges" means the amounts payable by the Customer to the Provider under or in relation to the Agreement (as set out in Schedule 2).
"Control" means the legal power to control (directly or indirectly) the management of an entity (and "Controlled" will be construed accordingly).
"Customer" means any user of the Platform.
"Customer Confidential Information" means:
"Customer Materials" all works and materials:
"Defect" means a defect, error or bug having a materially adverse effect on the appearance, operation or functionality of the Platform, but excluding any defect, error or bug caused by or arising as a result of:
"Documentation" means the documentation produced by the Provider and made available on the Platform to the Customer specifying how the Platform should be used.
"Effective Date" means the date that the Agreement comes into force as specified in Clause 2.
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars).
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the "intellectual property rights" referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semiconductor topography rights and rights in designs).
"Permitted Purpose" means the use of the Platform by the Customer to manage its product inventory (and CRM data if required).
"Personal Data" has the meaning given to it in the Data Protection Act 1998.
"Platform" means the software platform known as Unattach that is owned and operated by the Provider, and that will be made available to the Customer as a service via the internet under the Agreement.
"Provider" means 42nd Universe Ltd (firstname.lastname@example.org).
"Schedule" means a schedule attached to the Agreement.
"Services" means all the services provided or to be provided by the Provider to the Customer under the Agreement, including the Support Services.
"Subscription" means recurring Charges to provide additional functionality by the Platform to the Customer.
"Subscription Period" means a single logical period for which the Subscription can be agreed to.
"Support Services" means support and maintenance services provided or to be provided by the Provider to the Customer in accordance with Schedule 1.
"Term" means the term of the Agreement.
"Upgrades" means new versions of, and updates to, the Platform, whether for the purpose of fixing an error, bug or other issue in the Platform or enhancing the functionality of the Platform.
1.2 In the Agreement, a reference to a statute or statutory provision includes a reference to: (a) that statute or statutory provision as modified, consolidated and/or reenacted from time to time; and (b) any subordinate legislation made under that statute or statutory provision.
1.3 The Clause headings do not affect the interpretation of the Agreement.
1.4 The ejusdem generis rule is not intended to be used in the interpretation of the Agreement.
2.1 The Customer automatically enters into the Agreement by signing in the Platform.
2.2 Once in force, the Agreement will continue to be in force indefinitely thereafter, unless terminated in accordance with Clause 13.
3.1 The Provider will make available the Platform to the Customer by setting up an account for the Customer on the Platform, and the ability for the Customer to log in to that account.
3.2 Subject to the limitations set out in Clause 3.3 and the prohibitions set out in Clause 3.4, the Provider hereby grants to the Customer a non-exclusive licence to use the Platform for the Permitted Purpose via any standard web browser in accordance with the Documentation during the Term.
3.3 The licence granted by the Provider to the Customer under Clause 3.2 is subject to the following limitations:
the Platform may only be used by the named user identified by their account;
the Platform can be used for personal use only, unless the Customer purchases a subscription that explicitly permits business use;
where business use is permitted, the Platform may only be used by the employees, agents and subcontractors of the Customer and:
the Customer must comply at all times with the terms of the acceptable use policy set out in Schedule 3, and must ensure that all users of the Platform agree to and comply with the terms of that acceptable use policy.
3.4 Except to the extent mandated by applicable law or expressly permitted in the Agreement, the licence granted by the Provider to the Customer under this Clause 3 is subject to the following prohibitions:
3.5 For the avoidance of doubt, the Customer has no right to access the object code or source code of the Platform, either during or after the Term.
3.6 All Intellectual Property Rights in the Platform shall, as between the parties, be the exclusive property of the Provider.
3.7 The Customer shall use all reasonable endeavours to ensure that no unauthorised person will or could access the Platform using the Customer's account.
3.8 The Customer must not use the Platform in any way that causes, or may cause, damage to the Platform or impairment of the availability or accessibility of the Platform, or any of the areas of, or services on, the Platform.
3.9 The Customer must not use the Platform:
4.1 During the Term the Provider will provide the Support Services to the Customer, and may apply Upgrades to the Platform, in accordance with the service level agreement set out in Schedule 1.
4.2 The Provider may subcontract the provision of the Support Services without obtaining the consent of the Customer.
5.1 The Customer grants to the Provider during the Term a non-exclusive licence to temporarily store, copy and otherwise use the Customer Materials on the Platform for the purposes of operating the Platform, providing the Services, fulfilling its other obligations under the Agreement, and exercising its rights under the Agreement.
5.2 Subject to Clause 5.1, all Intellectual Property Rights in the Customer Materials will remain, as between the parties, the property of the Customer.
5.3 The Customer warrants and represents to the Provider that the Customer Materials, and their use by the Provider in accordance with the terms of the Agreement, will not:
5.4 Where the Provider reasonably suspects that there has been a breach by the Customer of the provisions of this Clause 5, the Provider may:
5.5 Any breach by the Customer of this Clause 5 will be deemed to be a material breach of the Agreement for the purposes of Clause 13.
5.6 The Provider shall ensure that the Customer Materials stored and processed by the Platform are stored separately from, and are not co-mingled with, the materials of other customers of the Provider.
The Provider may provide a Platform Trial, where all provisions of this Agreement shall apply, save as follows:
7.1 Balance decreases by one when the Customer successfully processes an email. Processing an email includes:
7.2 Once the Agreement comes into force, the Customer may be granted some Balance for free.
7.4 The Customer may obtain additional Balance as part of a Subscription.
7.5 The Customer may obtain additional Balance as part of a referral programme.
7.6 Balance cannot be exchanged for money.
7.7 Balance cannot be transferred to another account.
7.8 Purchased Balance may be refunded to the Customer where it is clear that the Services are unsatisfactory for the Customer.
8.1 The Customer may sign up for a Subscription to receive Balance and/or additional Services. A Subscription may grant unlimited Balance for a limited period of time.
8.2 Upon signing up, the Subscription is valid for a single Subscription Period.
8.3 Once a Subscription Period ends, the Customer automatically continues with the same Subscription for another Subscription Period, unless the Customer explicitly cancels this beforehand.
8.4 At signing up, the Customer pays for the initial Subscription Period, and provides the necessary details for the Provider to charge for the subsequent Subscription Periods, as per Charges.
8.5 If the Provider is unable to obtain the payment for the next Subscription Period, the Subscription ends with the last day of the last paid Subscription Period.
8.6 The Provider reserves the right to change the details of a Subscription.
9.1 All Subscription Charges must be paid via direct debit, or a suitable alternative provided by the Platform.
10.1 The Customer warrants and represents to the Provider that it has the legal right and authority to enter into and perform its obligations under the Agreement.
10.2 The Provider warrants and represents to the Customer:
10.3 The Customer acknowledges that:
10.4 All the parties' warranties and representations in respect of the subject of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject of the Agreement will be implied into the Agreement.
11.1 The Customer will indemnify and will keep indemnified the Provider against all liabilities, damages, losses, costs and expenses (including legal expenses and amounts paid upon legal advice in settlement of any disputes) suffered or incurred by the Provider.
11.2 The Provider will indemnify and will keep indemnified the Customer against all liabilities, damages, losses, costs and expenses (including legal expenses and amounts paid upon legal advice in settlement of any disputes) suffered or incurred by the Customer.
12.1 Nothing in the Agreement will:
12.2 The limitations and exclusions of liability set out in this Clause 10 and elsewhere in the Agreement:
12.3 The Provider will not be liable in respect of any loss of profits, income, revenue, use, production or anticipated savings.
12.4 The Provider will not be liable for any loss of business, contracts or commercial opportunities.
12.5 The Provider will not be liable for any loss of or damage to goodwill or reputation.
12.6 The Provider will not be liable in respect of any loss or corruption of any data, database or software.
12.7 The Provider will not be liable in respect of any special, indirect or consequential loss or damage.
12.8 Neither party will be liable for any losses arising out of a Force Majeure Event.
13.1 The Customer warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with the Agreement.
13.2 The Provider warrants that:
14.1 The Provider will:
14.2 Customer Confidential Information may be disclosed by the Provider to its officers, employees, agents, insurers and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Customer Confidential Information disclosed.
14.3 The obligations set out in this Clause 14 shall not apply to:
15.1 Either party may terminate the Agreement immediately by giving written notice to the other party if the other party:
15.2 Either party may terminate the Agreement immediately by giving written notice to the other party if:
15.3 Either party may terminate the Agreement by giving at least 30 days' written notice of termination to the other party.
15.4 If the Provider stops or makes a good faith decision to stop operating the Platform generally, then the Provider may terminate the Agreement by giving at least 30 days' written notice of termination to the Customer.
15.5 The Provider may terminate the Agreement immediately by giving written notice of termination to the Customer where the Customer fails to pay to the Provider any amount due to be paid under the Agreement by the due date.
16.1 Upon termination of the Agreement, all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 7.5, 11, 12, 14, 16 and 19.
16.2 Termination of the Agreement will not affect either party's accrued liabilities and rights as at the date of termination, except that:
16.3 Subject to Clause 16.4, within 30 days following the termination of the Agreement, the Provider will:
16.4 The Provider may retain any document (including any electronic document) containing the Customer Confidential Information after the termination of the Agreement if:
17.1 Any notice given under the Agreement must be in writing (whether described as "written notice" in the Agreement) and must be delivered by email, for the attention of the relevant person, and to the relevant address or fax number or email address given below (or as notified by one party to the other in accordance with this Clause).
17.2 A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below):
18.1 Where a Force Majeure Event gives rise to a failure or delay in either party performing its obligations under the Agreement (other than obligations to make payment), those obligations will be suspended for the duration of the Force Majeure Event.
18.2 A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under the Agreement, will:
18.3 The affected party will take reasonable steps to mitigate the effects of the Force Majeure Event.
19.1 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
19.2 If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).
19.3 The Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
19.4 Each party hereby agrees that the other party may freely assign any or all of its contractual rights and/or obligations under the Agreement to any Affiliate of the assigning party or any successor to all or a substantial part of the business of the assigning party from time to time. Save as expressly provided in this Clause or elsewhere in the Agreement, neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any contractual rights or obligations under the Agreement.
17.5 The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.
17.6 Subject to Clause 12.1:
17.7 The Agreement will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.
1.1 In this Schedule:
1.2 References in this Schedule to Paragraphs are to the paragraphs of this Schedule, unless otherwise stated.
2.1 The Provider will be reachable, during Business Hours, via their email address or via the Platform's feedback mechanism for the purposes of:
2.2 Subject to Paragraph 2.3, the Customer must make all requests for Support Services through the ways specified in Paragraph 2.1, and all such requests must include sufficient information to allow the Provider to give the Customer a satisfactory resolution to its request.
3.1 The Provider will:
3.2 The Provider will determine, acting reasonably, in to which severity category an issue raised through the Support Services falls.
3.3 All Support Services will be provided remotely unless expressly agreed otherwise by the Provider.
3.4 The Provider will endeavour to respond to support requests within a week unless stated otherwise.
4.1 Unless agreed otherwise (for example, via a Subscription), where the total person-hours spent by the Provider performing the Support Services under Paragraphs 2 and 3 for a particular Customer during any calendar month exceed 1 hour, then:
the Provider will cease to have an obligation to provide those Support Services to the Customer during that period; providing that
the Provider may agree to provide additional such Support Services to the Customer during that period, but the provision of such services will be subject to payment by the Customer of additional Charges at the Provider's standard hourly rates from time to time.
4.2 The Provider shall have no obligation under the Agreement to provide Support Services in respect of any fault or error caused by:
5.1 The Customer acknowledges that from time to time during the Term the Provider may apply Upgrades to the Platform, and that such Upgrades may, subject to Paragraph 5.2, result in changes the appearance and/or functionality of the Platform.
5.2 No Upgrade shall disable, delete or significantly impair the core functionality, which includes:
5.3 The Customer shall not be subject to any additional Charges arising out of the application of the Upgrade, save where:
6.1 The Provider shall use all reasonable endeavours to ensure that the Platform is available 99.9% of the time during each calendar year, subject to Paragraph 8.
7.1 The Provider will not make back-ups of the Customer Materials.
7.2 The Provider will regularly make back-ups of:
8.1 The Provider may suspend access to the Platform in order to carry out scheduled maintenance, such maintenance to be carried out and such suspension to be for not more than 4 hours in each calendar month.
8.2 The scheduled maintenance will usually take place on Sunday between 12pm to 4pm GMT.
8.2 If the scheduled maintenance takes place outside the usual maintenance window, the Provider will strive to notify the Customer at least 1 day before, including the details of the expected Platform downtime.
8.3 Platform downtime during scheduled maintenance carried out by the Provider in accordance with this Paragraph 8 shall not be counted as downtime for the purposes of Paragraph 6.
1.1 References in this Schedule to Paragraphs are to the paragraphs of this Schedule, unless otherwise stated.
1.2 The Charges under the Agreement will consist of the following elements:
2.1 The Charges in respect of access to and use of the Platform shall be on a monthly or yearly basis, depending on the type of Subscription the Customer chooses.
2.2 The Charge will be as stated on the Unattach order per calendar month or year.
2.3 If the Customer upgrades their Subscription, they are charged prorated difference from the current Subscription relative to the current Subscription Period.
2.4 If the Customer downgrades or terminates their Subscription, no refund will be made, unless it is shown that the Services provided were unsatisfactory.
3.1 In addition to the Charges detailed in Paragraphs 2 above, the Customer shall pay to the Provider:
4.1 All recurring charges will be paid by direct debit, or a suitable alternative provided by the Platform.
This Acceptable Use Policy (the "Policy") sets out the rules governing the use of our web services (the "Service") and any content that you may submit to the Service ("Content"). By using the Service, you agree to the rules set out in this Policy.
You must not use the Service in any way that causes, or may cause, damage to the Service or impairment of the availability or accessibility of the Service, or any of the areas of, or services on, the Service.
You must not use the Service:
You agree to use the Service in a reasonable way. If we determine that your use of the Service is not reasonable or that your use is causing degraded performance of the Service for you and for other Customers, we may impose limits on your use of the Service. Where possible we will endeavour to give you at least 24 hours prior notice that your usage is reduced before imposing any limits.
Limits on your use of the Service may include, but are not limited to, the quantities and volumes of the following parameters:
You must not use the Service to store, host, copy, distribute, display, publish, transmit or send Content that is illegal or unlawful, or that will or may infringe a third party's legal rights, or that could give rise to legal action whether against you or us or a third party (in each case in any jurisdiction and under any applicable law).
Content (and its publication on the Service) must not:
You must not submit any Content that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.
You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to the Service without our express written consent.
You must not use the Service to promote or distribute any viruses, Trojans, worms, root kits, spyware, adware or any other harmful software, programs, routines, applications or technologies.
You must not use the Service to promote or distribute any software, programs, routines, applications or technologies that will or may negatively affect the performance of a computer or introduce significant security risks to a computer.