These Terms of Business (the “Terms”), together with any and all other documents referred to herein, set out the terms under which we provide you with access to our software as a service. Please read these Terms carefully and ensure that you understand them before purchasing. You will be required to accept these Terms when ordering.
The Software is owned and operated by Sigodu, with registered number 10477653 whose registered office is at Meadow View Pitmore Lane, Sway, Lymington, Hampshire, United Kingdom, SO41 6BX (the “Supplier”, "we", "us", "our").
The Customer's attention is drawn in particular to the “Limitation of Liability” Clause
Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Software in accordance with “Charges and Payment” clause below.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with the Conditions.
Content: the information used or presented in part or as whole on the Software or final product.
Contract: the agreement / contract between the Supplier and the Customer for the supply of Software in accordance with these Conditions.
Customer: the person or firm who purchases Software from the Supplier ("you", "your").
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order the Customer's order for Software, as set out on a purchase order form, written or electronic acceptance of the Seller's price, estimate or quotation, or otherwise, as the case may be.
Recommended Browser: Google Chrome, including but not limited to its latest updated version at the date of this agreement.
Services: the services which Sigodu offers in providing the Software to the Customer.
Software: cloud-based service that supports the Customer in handling online and in-store bookings, managing asset maintenance and organising/processing data, supplied by the Supplier to the Customer in accordance with the Order.
Partnership Term: the period in time within which a Customer may use the Software (be it on a monthly or annual basis) according to its Order, commencing on the Commencement Date and continuing until the term of the Contract.
Supplier: has the meaning defined in the paragraph above (preceding this Interpretation section).
User Account: refers to an account enabling a person to access and use the Services.
Construction. In these Conditions, the following rules apply:
a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
a reference to a party includes its personal representatives, successors or permitted assigns;
a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
any obligation on a party not to do something includes an obligation not to allow that thing to be done;
any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
a reference to writing or written includes faxes and emails.
The Supplier provides software as a service, which allows users to handle online and in-store bookings, manage their asset maintenance and keep all their data organized to the Customer in accordance with the Order/ or these Conditions.
The Contract shall come into force when the Customer executes the Order Form begins to use the software in agreement with the Terms and Conditions (Commencement Date).
The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Software described in them. They shall not form part of the Contract or have any contractual force.
These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 15 Business Days from its date of issue.
SUPPLY AND ACCESS TO SOFTWARE
The Supplier grants to the Customer a worldwide, non-exclusive and non-transferable licence to use the Software pursuant to this Agreement and the Order Form, during the Partnership Term.
The Customer shall have access to the Software through the User Account that the Customer has created during the registration process.
The Supplier shall use all reasonable endeavours to maintain the availability of the Services to the Customer, 24 hours a day, 7 days a week, except for the following:
a Force Majeure Event;
any breach of the Agreement by the Customer;
any internet service provider failures;
any failure of the Customer’s computer systems;
planned downtime carried out in accordance with this Agreement.
The Customer acknowledges that the Software is not compatible with mobile and small screen devices, or with any browsers not specifically listed in these terms. While we recommend using the latest version of Google Chrome (the “Recommended Browser”), we accept no liability for any updates that the owner of the Recommended Browser makes and as such, we cannot be held liable for any inability on the Customer’s part to access the Software.
The Customer is responsible for making all arrangements necessary to have access to the Software.
The Supplier does not warrant that: (a) the Services will meet the Customer’s specific requirements; (b) the Services will be uninterrupted, timely, secure, or error-free; (c) the Services will be accurate or reliable; (d) the quality of any products, Services, information, or other material purchased or obtained by you through the Supplier will meet your expectations; or (e) any errors in the Supplier’s Services will be corrected.
The Customer acknowledges that we may use third party suppliers to provide hardware, software, networking, connectivity, storage and other technology in order to provide the Services. The acts and omissions of those third party suppliers may be outside of the our control, and we do not accept any liability for any loss or damage suffered as a result of any act or omission of any third party supplier.
The Supplier shall have the right to make any changes to the Software which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Software.
The Supplier warrants that the Software will be provided using reasonable care and skill.
ensure that the terms of the Order and any information provided therein are complete and accurate;
cooperate with the Supplier in all matters relating to the Software;
provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Software, and ensure that such information is accurate in all material respects;
obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Software are to start;
be responsible for all activity that results from use of our Services through their account;
be responsible for maintaining the security of their account and password.
If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Software until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause; and
the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
The Customer agrees to use our Services in a reasonable way (including, for the avoidance of doubt, if they have subscribed for an 'unlimited' account). If the Supplier deems the Customer’s use of the Services to be unreasonable or that such use is causing degraded performance of the Sigodu Services for them or for other Users, The Supplier may impose limits on the Customer’s use of the Sigodu Services. Where possible, The Supplier will endeavour to give the Customer at least 24 hours prior notice and request that their usage is reduced before imposing any limits.
Limits to the Customer’s use of the Sigodu Services may include (but are not limited to) the quantities and volumes of the following parameters, per shop: (a) storage required to host and backup account data; (b) booking transactions per calendar month; (c) API (application programming interface) calls per five (5) minute period; (d) pageviews per five (5) minute period; (e) bandwidth usage per twenty four (24) hour period; (f) support tickets opened per calendar month; or (g) locations, users, inventory items and customers.
The Charges for the Software shall be as set out in the Order in force as at the Commencement Date. The published price list will also be viewable to a Customer who has subscribed to the Services via the account settings function.
The Software provided by the Supplier shall be payable on a monthly or annual basis (depending on the Customer’s chosen Subscription) by direct debit. This payment shall automatically recur monthly or annually respectively unless the Customer cancels their Subscription in accordance with Clause 6 below. By agreeing to these Terms and providing your credit card information to the Supplier, the Customer authorises the Supplier to charge monthly the Customer’s credit card the amount specified in the Order.
The Customer may upgrade or downgrade their account at any time by following the prompts when they are logged into their account. The Customer’s attention is drawn to the following:
(i) Any upgrade or downgrade will become effective immediately;
(ii) If the Customer downgrades their account, no refund will be paid in respect of any unused portion of any higher account offering.
(iii) If the Customer upgrades their account, the balance already paid for the rest of the term will be credited to their account. The Supplier will then immediately charge their credit card for any net amount due as a result of the upgrade and their account renewal date will be reset to the next available billing day.
(iv) Downgrading an account may cause the loss of content, features or capacity of that account. If a Customer chooses to downgrade their account, we do not accept any liability for the resulting loss of data, content, features or capacity.
The Charges shall be payable in full in cleared funds upon placement of an Order. Payment shall be made by direct debit of a credit or debit card to the bank account nominated by the Supplier. Time of payment is of the essence.
All payments will be processed on our website via the STRIPE widget. For more information please see https://stripe.com/gb
Payment is accepted in all major currencies including but not limited to United Kingdom Pound Sterling (GBP) and US Dollars (USD). View the full list here: [https://stripe.com/docs/currencies
All Fees are exclusive of all taxes (other than UK VAT). You agree to indemnify and hold Sigodu harmless against any claims by any tax authority for any underpayment of any sales, use, goods and services, value added or other tax or levy, and any penalties and/or interest.
If the Customer fails to make any payment due to the Supplier under the Contract by the due date of payment, then the Customer shall pay interest on the overdue amount at the rate of 5% per cent per annum above Barclays Bank's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.
The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
The Supplier does not warrant that any deduction made in conjunction with Hibernation will always be in place. Any deduction operates solely at the Supplier’s discretion.
CANCELLATION AND REFUNDS
Cancellation of a Customer’s account and/ or subscription will terminate their use of our Services.
The Customer may cancel their account and/ or subscription at any time by following the prompts when they are logged into their account.
If you reside in the European Union, you may cancel your subscription within 14 days of upgrading and/ or opening an account and you will be refunded the amount you have paid.
Other than in the instance outlined in Clause 6.3 above if the Customer wishes to cancel their account and/ or subscription before the end of their current billing cycle, cancellation will take effect immediately, and the Customer will not be charged after this billing cycle.
Cancellation of your subscription before it is eligible for renewal means that the Customer will finish the current subscription without receiving money back..
All refunds not required by law may be issued as appropriate and applicable. Such refunds will be issued solely at the Supplier’s discretion.
INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights in or arising out of or in connection with the Software shall be owned by the Supplier.
The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer's use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
All Supplier Materials are the exclusive property of the Supplier. Any templates provided by the Supplier may constitute the intellectual property of the Supplier.
ACCEPTABLE USE OF THE SOFTWARE
You agree you shall not publish, distribute or make available any Content which, or use the Software in a manner that:
infringes or violates any third party’s intellectual property rights;
contains software viruses, computer code or trojan horses designed to destroy, erase, interrupt, invade or limit the capabilities of any computer device, software or telecommunications equipment;
promotes or directly advertises illegal or controlled products or services;
violates applicable laws or regulations;
is misleading, fraudulent or promotes or practices illegal activities;
is defamatory, or is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or is invasive of a person or entity’s privacy;
harms or is harmful to persons under the age of 18;
is discriminatory based on race, gender, gender identity, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable;
facilitates the unlawful distribution of copyrighted content;
posts or promotes ponographic content;
stalks or otherwise harasses anyone on the Software or with information obtained from the Software;
collects, uses or discloses personal data about users without their informed consent or for any unlawful purposes or in violation of applicable regulations or laws;
accesses the Software for the purposes of building a product using similar ideas, features, functions, interfaces or graphics as those found in the Software.
You may provide us with comments, feedback or suggestions pertaining to our services, and you agree that we will be free to use, modify and incorporate such suggestions without any obligation to you.
A party (‘receiving party’) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (‘disclosing party’), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and Software which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause shall survive termination of the Contract.
LIMITATION OF LIABILITY
Nothing in these Conditions shall limit or exclude the Supplier's liability for:
death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
fraud or fraudulent misrepresentation; or
breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
Subject to the aforesaid:
the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Charges.
The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
The Supplier will not be liable for any loss or damage that may result from any failure to keep usernames and passwords secure.
The Supplier’s total liability under or in connection with these Terms or your use of our Services shall be limited to the amount of Fees paid by you in the past 12 months.
This clause shall survive termination of the Contract.
Without limiting its other rights or remedies, the Supplier may suspend and/or terminate provision of the Software under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under this Contract on the due date for payment or within 14 days of the due date, or if the Supplier believes that the Customer may be unable to pay its debts as and when they fall due.
The Customer’s violation of any of the terms of the Contract may result in the suspension and/or termination of provision of the Software by the Supplier.
Verbal, physical, written or other abuse (including threats of abuse or retribution) of the Customer (including but not limited to its employees, colleagues, officers, partners and affiliated businesses) will result in immediate suspension and/or termination of provision of the Software by the Supplier.
Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.
CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason:
the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Software supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
clauses which expressly or by implication survive termination shall continue in full force and effect.
For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
If the Force Majeure Event prevents the Supplier from providing any of the Software for more than 30 days, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
Assignment and other dealings.
The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in this “Notices” clause; if sent by pre-paid first class post or other next working day delivery service, at 12.00 pm on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its 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.
No partnership or agency.
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
A person who is not a party to the Contract shall not have any rights to enforce its terms.
Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Supplier.
This Contract, and any dispute or claim arising out of or in connection with it or its 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.
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 this Contract or its subject matter or formation (including non-contractual disputes or claims).