Grapevine -Terms and Conditions
THESE TERMS & CONDITIONS (“Agreement” or “Terms”) GOVERN YOUR ACQUISITION AND USE OF GRAPEVINE SERVICES. BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT.
ATD Solutions Limited (ATD) reserves the right to change these Terms or any Services at any time, on giving reasonable notice.
“Agreement” or “Terms” means these Terms and Conditions.
“Access Fee” means the monthly or annual fee (excluding any taxes and duties) and any applicable one-time-service fees payable by You in accordance with the fee schedule as agreed to in Your Order Form for the Services.
“Billing Contact” means Your nominated contact entity and address for billing purposes.
“Confidential Information” includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Services, but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.
“Data” means any data inputted by You or with Your authority into the Website.
“Intellectual Property Right” means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
“Invited User” means any person or entity, other than the Subscriber, that uses the Services with the authorisation of the Subscriber from time to time.
“Services” means the online Grapevine application(s)
“Subscriber” means the person who registers to use the Services via completing an Order Form. This can also be known as the “Account Owner”.
“We”, ‘Us’, ‘Our’ or ‘ATD’ means ATD Solutions Limited which is registered in England under Reg. No. 4949641 and whose registered address is c/o Armstrong Watson, Third Floor, 10 South Parade, Leeds, LS1 5QS.
“Website” means the Internet site as defined by ATD for You to access Grapevine.
“You” means the Subscriber, and where the context permits, an Invited User. “Your” has a corresponding meaning.
“Your Organisation” means the Company named on the Order Form.
“Renewal period” means a term at which the services will be automatically billed on, this will either be Monthly or Annual.
Any reference to “includes” or “including” is on a without limitation basis.
- END USER LICENSE AGREEMENT (USE OF SOFTWARE)
ATD grants You the right to access and use the Services via the Website according to Your subscription level, as per Your Order Form. This right is non-exclusive, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:
a. the Subscriber determines who is an Invited User and what level of user role access to the relevant organisation and Services that Invited User has;
b. the Subscriber is responsible for all Invited Users’ use of the Service;
c. the Subscriber controls each Invited User’s level of access to the relevant organisation and Services at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;
d. a named user allows that single user access in accordance to the terms and conditions, this must be a named user and shall not be shared with others.
- YOUR OBLIGATIONS
3.1. Payment obligations:
An invoice for the Access Fee will be issued monthly or annually in advance (depending on your subscription type) at the beginning of each monthly or annual subscription period for which You have subscribed for in an Order Form. ATD will continue invoicing You monthly or annually in advance (as the case may be) until this Agreement is terminated in accordance with clause 8.
All ATD invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. You must pay or arrange payment of all amounts specified in any invoice within 7 days of the invoice date.
3.2. General obligations:
You must only use the Services and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by ATD or condition posted on the Website.
3.3. Access conditions:
a. You are responsible for maintaining the security of Your account login information (username and password).
b. As a condition of these Terms, when accessing and using the Services, You must:
i. not attempt to undermine the security or integrity of ATD’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
ii. not use, or misuse, the Services in any way which may impair the functionality of the Services, Website or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website, including by misusing the Services in a manner that materially exceeds reasonable usage or use patterns over any month or by using the Services in a malicious, fraudulent or unlawful manner;
iii. not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
iv. not transmit, or input into the Website, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
v. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use for normal operation.
3.5. Fair Usage Policy - Order Volumes:
Grapevine pricing is based on order volumes. Customers who exceed the order volumes for the level on which their subscription price is based for more then 2 (two) months in the Subscription Term will be liable to an immediate increase to the correct Pricing Plan.
You indemnify ATD against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to ATD, including any costs relating to the recovery of any Access Fees that are due but have not been paid by You.
4.1. Confidentiality: Unless the relevant party has the prior written consent of the other or unless required to do so by law:
a. Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
b. Each party’s obligations under this clause will survive termination of these Terms.
c. The provisions of clause 4.1 shall not apply to any information which:
i. is or becomes public knowledge other than by a breach of this clause 4.1;
ii. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
iii. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
iv. is independently developed without access to the Confidential Information.
- INTELLECTUAL PROPERTY
Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of ATD.
5.2. Ownership of Data:
Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Access Fees when due. You grant ATD a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of Services to You. For the avoidance of doubt, this licence is without limitation to ATD’s right to create anonymised data compilations or similar works.
5.3. Backup of Data:
You must maintain copies of all Data inputted into the Service. ATD adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. ATD expressly excludes liability for any loss of Data no matter how caused.
5.4. Third-party applications and your Data:
If You enable third-party applications for use in conjunction with the Services, You acknowledge that those third-party applications may access Your Data as required for the interoperation of the Services. ATD shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party applications.
5.5. Accuracy of Data:
When You input any Data onto the Website You agree and acknowledge that You are responsible for ensuring the accuracy of such Data. ATD is under no obligation to ensure that Your Data on the Website is an accurate representation of Your actual business data.
- WARRANTIES AND ACKNOWLEDGEMENTS
You acknowledge that:
a. You are authorised to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorised to use the Services. You are also authorised to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).
b. ATD has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You c. You are responsible for authorising any person who is given access to information or Data,
d. The provision of, access to, and use of, the Services is on an “as is ” basis and at Your own risk.
e. Only Microsoft supported browsers should be used to access the Services and ATD does not warrant that the use of the Services will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. ATD is not in any way responsible for any such interference or prevention of Your access or use of the Services.
f. It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
g. You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
6.2. No warranties:
ATD gives no warranty about the Services. Without limiting the foregoing, ATD does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including warranties of merchantability, fitness for purpose, title and non-infringement.
6.3. Consumer guarantees:
You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.
- LIMITATION OF LIABILITY
7.1. To the maximum extent permitted by law, other than as set out in clause 7.2 below, ATD excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Services or Website.
7.2. If You suffer loss or damage as a result of ATD’s negligence or failure to comply with these Terms, any claim by You against ATD arising from ATD’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous three months.
7.3. If You are not satisfied with the Service, Your sole and exclusive remedy, other than as set out in clause 7.2 above, is to terminate these Terms in accordance with clause 8.
8.1. Trial policy
8.2. Modifications to subscribed Services
8.3. No-fault termination:
These Terms will continue for the monthly or annual period covered by the Access Fee paid or payable under clause 3.1. At the end of each monthly or annual subscription period (as the case may be) these Terms will automatically continue for another monthly or annual period and the Access Fee for that month or year will continue to be due and payable in advance, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant subscription period. If insufficient notice is given the subscription will be cancelled after your next anniversary.
8.4 Overdue :
Your subscription is paid in advance, however in the event that your account becomes overdue this must be settled within five days. Failing this your subscription will be suspended and a late subscription fee equal to an additional one months subscription applied.
a. breach any of these Terms (including by non-payment of any Access Fees) and do not remedy the breach within fourteen days after receiving notice of the breach if the breach is capable of being remedied or
b. breach any of these Terms and the breach is not capable of being remedied or
c. You or Your business become insolvent, or Your business goes into liquidation or has a receiver or manager appointed or You make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,
then ATD may take any or all of the following actions, at its sole discretion:
i. terminate this Agreement and Your use of the Services and the Website;
ii. suspend, for any definite or indefinite period of time Your use of the Services and the Website;
iii. suspend or terminate access to all or any Data through the Website.
8.6. Accrued Rights:
Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
a. remain liable for any accrued charges and amounts which become due for payment before or after termination; and
b. immediately cease to use the Services and the Website.
8.7. Expiry or termination:
Clauses 3.1, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.
8.8. Refund Policy:
If you terminate your subscription within 14 days of first ordering you will be entitled to a full refund of any monthly or annual fees paid. Any other refund is at the sole discretion of ATD.
- HELP DESK
9.1. Technical Problems:
9.2. Service availability:
Whilst ATD intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place.
If for any reason ATD has to interrupt the Services for any period , ATD will use reasonable endeavors to publish in advance details of such activity.
10.1. Entire agreement:
These Terms, together with the Order Form and the terms of any other notices or instructions given to You under these Terms, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and ATD relating to the Services and the other matters dealt with in these Terms.
A waiver of any breach of any provision in these Terms shall not be effective unless that waiver is in writing and is signed by the party against whom that waiver is claimed. If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
You are not entitled to transfer or assign this Agreement without ATDl’s prior written consent. ATD may assign, sub-contract or sub-let this Agreement or any part thereof.
All disputes between the parties arising out of or relating to this Agreement or the breach, termination or validity thereof shall be referred by either party in writing, first to each party’s representative. The representatives shall meet and attempt to resolve the dispute within a period of thirty (30) working days from the date of referral of the dispute to them.
- GOVERNING LAW
11.1. This Agreement shall be governed by and construed in accordance with the laws of England and each party hereby irrevocably submits to the exclusive jurisdiction of the English Courts. Notwithstanding the foregoing nothing herein shall preclude either party from seeking injunctions from any court of competent jurisdiction in order to protect its intellectual property rights or confidential information.