ECCOlab - Software Services Terms and Conditions
1. About these Terms and Conditions
These are the terms and conditions (the "Terms and Conditions") which apply to your order, and our supply to you, of services (the "Services" and each of them being a "Service") using our software known as ECCOlab (the "Software") through our website at https://eccolab.co ("ECCOlab ").
ECCOlab and the Services supplied through it are provided by Rapiere Software Limited a private limited company registered in England (registered number 8722450) and having its registered office at Architype Ltd, London, SE1 2BH (referred to here as "we", "us" and "our"). When we refer to "you" and "your" we mean the organisation or individual ordering the Services.
By ordering Services from us, you are agreeing to these Terms and Conditions which will form a binding contract between you and us. You should read these Terms and Conditions carefully before ordering any Services from our website and should not order any of the Services unless you accept these Terms and Conditions. If you use any of the Services or the Software, then your use will be subject to these Terms and Conditions.
The rest of these Terms and Conditions are made up of the following sections:
Part A - Information about ECCOlab the Software and the Services
Part B - Ordering Services
Part C - Period of the contract, early termination and cancelling your order
Part D - General terms about our relationship with you
We reserve the right to change the Terms and Conditions at any time. Any changes to the Terms and Conditions will be effective for all new orders placed after the change is published on the ECCOlab website. You should check the Terms and Conditions posted on the ECCOlab website before each order - they may have changed since your last visit.
If you have any questions about the Terms and Conditions, the Services or the software or services or ECCOlab, please contact us at email@example.com. Alternatively you can call our ECCOlab helpdesk at 0207 4032889 between the hours of 9am and 5pm, Monday to Friday.
PART A - INFORMATION ABOUT ECCOLAB THE SOFTWARE AND SERVICES
This Part A sets out some important information about ECCOlab, the Software and the Services which we offer to provide through ECCOlab.
1. Information provided on the ECCOlab website
1.2 We will do our best to check the ECCOlab website and Software for viruses but we do not warrant that the website or Software is free of viruses or other malicious content. For your own benefit, you should make sure that you have appropriate software and systems in place to check for viruses and other malicious content.
2. Availability and discontinuance of the Services
We have the right at any time to modify or stop providing ECCOlab and to stop selling any or all Software or Services through it, either temporarily or permanently and with or without notice. We shall not be liable to you for any modification, suspension or discontinuance of availability of ECCOlab, provided that if we intend to stop providing the Services or making available the Software after you we have accepted an order then, without prejudice to our other rights under these Terms and Conditions, we will give you thirty (30) days prior written notice and will refund you any charges paid by you in advance that relate to the period after the date on which such notice expires.
It is your responsibility to ensure that your login details, password and all other details in relation to your account remain confidential at all times. You agree to let us know as soon as possible if you know or reasonably suspect that the security of your account is at risk.
4. Acceptable use of the Services
4.1 Once we accept your order for a Service you shall have the right to access and use such Service and any Software that forms part of such Service in accordance with these Terms and Conditions and subject to any additional conditions specified in the Order Acknowledgement email, or in the email we send you accepting your order.
4.2 You may use a Service only for lawful purposes. You may not use a Service:
4.2.1 in any way that breaches any applicable local, national or international law or regulation;
4.2.2 in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
4.2.3 to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
4.2.4 to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
4.3 You also agree:
4.3.1 not to reproduce, duplicate, copy or re-sell any part of the Services or Software;
4.3.2 not to access without authority, interfere with, damage or disrupt:
(a) any part of the Services;
(b) any equipment or network on which the Software is stored;
(c) any Software used in the provision of the Services; or
(d) any equipment or network or software owned or used by any third party in connection with the provision of the Services and the storage and / or hosting of the Software.
4.4 If you breach any of your obligations under paragraphs 4.2 or 4.3 of this Part A, then we shall be entitled to suspend the supply of the Services and your access to the Software with immediate effect. We shall notify you of such suspension and (unless prevented by law or the order of a court) shall provide you with the reasons for such suspension.
5. Eligibility to order the Services
You may order Services from ECCOlab only if you are aged 18 years or over. You will need an active email address at which you can be easily contacted.
PART B - ORDERING SERVICES
This Part B sets out the terms that apply to your order of Services from ECCOlab.
1. Placing your order
1.1 ECCOlab tells you about the steps involved in placing an order. Your order constitutes an offer to be supplied with the Services by us. Where you order more than one item, your order comprises a series of offers for each Service individually.
1.2 After completing and submitting your order and paying the corresponding charges, we will send an email to the email address provided by you to us acknowledging receipt of your order (the "Order Acknowledgement email"). This does not mean that the order has been accepted.
1.3 The Order Acknowledgement email sets out the final details of your order which you have submitted to ECCOlab. Please take care when placing your order, as you will be unable to add to or amend your order after we send the Order Acknowledgement email.
1.4 The Order Acknowledgement email contains details of the Services you have ordered, the Software that will be used in providing the Services, the total cost of the order and an order number. The Order Acknowledgement email also constitutes the VAT receipt for the supply of the Services. You should print off a copy of the Order Acknowledgment email, and a copy of these Terms and Conditions and keep them safe. You will need to refer to these details when contacting us about your order.
1.5 Please note that the Order Acknowledgement email is simply an acknowledgement that your order has been received by ECCOlab; it does not indicate that we have accepted your order and does not form a binding contract.
2. Order acceptance
2.1 Acceptance of your order will take place when we send you confirmation by email that we agree to provide the Services to you and the terms and conditions on which those specific Services will be provided.
2.2 No contract will have been formed between you and us until your order is accepted as set out in paragraph 2.1 of this Part B.
2.3 We reserve the right, at our discretion and without the need to give reasons, not to accept any offer at any time before it has been accepted. Should we refuse your order we will notify you as soon as reasonably possible.
3.1 Except where otherwise set out in these Terms and Conditions, the price payable by you for the Services is the relevant price stated on ECCOlab at the time you place your order.
3.2 You can pay for the Services you order by any of the following methods: -
3.2.1 using our on-line payment system, by any of the credit cards, debit cards or other payment cards accepted by us, as identified on our on-line payment system;
3.2.2 by contacting us by email at firstname.lastname@example.org to arrange to pay by transferring funds direct into our bank account.
3.3 If paying by payment card, we will take payment from your card at the time you place your order. We will contact you if we have any problems taking payment from the card details you provide during the order process. Taking payment either by card or directly does not mean that we have accepted your order and, in the event of us not accepting your order, a full refund will be given as soon as reasonably possible (and in any event within thirty (30) days of our advising you that your order has not been accepted).
3.4 By making payment by a payment card you are confirming that you are 18 years of age and have authority from the cardholder to use such payment card.
3.5 Unless otherwise stated, all prices shown at ECCOlab are exclusive of VAT and other applicable taxes, which (if applicable) will be payable in addition.
4. Pricing errors
4.1 Whilst we try to ensure that all the prices on ECCOlab are accurate, errors may occur. If we discover an error in the price of the Services you have ordered we will inform you as soon as reasonably possible. You will then be given the option of re-confirming your order at the correct price or cancelling your order.
4.2 If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you by email.
4.3 If you decide to cancel your order after we have informed you of a pricing error and you have already paid for the Services, we will give you a full refund as soon as reasonably possible (and in any event within thirty (30) days of cancellation).
PART C - PERIOD OF THE CONTRACT AND CANCELLING YOUR ORDER OR THE CONTRACT
This Part C sets out details regarding the duration of our contract with you, the ways in which that contract can be cancelled early and the terms that apply should you wish to cancel your order. It also sets out what will happen at the end of such a contract or on its cancellation.
1. Duration of contract
1.1 We will supply each Service to you for the period of time specified in the email that we send to you accepting your order (the "Contract Term"). The Contract Term for each of Service will also be advertised on ECCOlab. At the end of the Contract Term your access to the relevant Service and / or Software will be discontinued immediately and your right to benefit from that Service and use such Software will end.
2. Consumer rights of cancellation
2.1 If you are contracting as a consumer, you may cancel a contract for the supply of Services at any time within seven working days, beginning on the day after we accept your order, but you will not be entitled to cancel such a contract if, at your request, we have begun to supply the Services to you.
2.2 If you cancel a contract for the supply of Services in accordance with paragraph 2.1 of this Part C, then you will receive a full refund within 30 calendar days of the date on which you notify us in writing that you are cancelling such contract.
2.3 To cancel a contract for the supply of Services, you must inform us in writing.
3. Your other rights of cancellation
3.1 In addition to any other right you have under these Terms and Conditions to cancel a contract for the supply of a Service you will also be entitled to cancel such a contract before the end of the Contract Term by giving us seven calendar days' written notice. If you cancel such a contract in terms of this paragraph 3.1 of this Part C you will not be entitled to any refund of payments already made by you to us for the Services.
4. Our rights of cancellation
4.1 We may cancel a contract with you for the supply of Services with immediate effect before the end of the Contract Term by giving you written notice at any time:
4.1.1 if you are in material breach of any of your obligations under that contract and you fail to remedy that breach (if capable of remedy) within 30 days after receiving written notice of the breach from us; or
4.1.2 if you are in breach of any of your obligations under that contract on more than three occasions during any six month period (even if you have remedied those breaches on previous occasions); or
4.1.3 if any encumbrancer takes possession of or a receiver, administrative receiver or similar officer is appointed over any of your property or assets or if you make any voluntary arrangement with your creditors or become subject to an administration order or you have an administrator appointed or go into liquidation or have a resolution for your winding-up passed (except for the purpose of amalgamation or reconstruction not involving insolvency where the resulting entity agrees to be bound by or assumes the obligations imposed on you) or anything analogous to any of these events under the law of any jurisdiction occurs in relation to you or if you cease or threaten to cease to carry on your business; or
4.1.4 if you are an individual, and you have a statutory demand or bankruptcy petition issued against you or you apply to the court for an interim order under the Insolvency Act 1986 (as amended from time to time) or make a proposal for an individual voluntary arrangement under that legislation, or you are declared bankrupt or make a composition or arrangement with or for the benefit of any of your creditors.
4.2 If we cancel a contract with you for the supply of a Service under paragraph 4.1 of this Part C then you will not be entitled to any refund of payments made by you in respect of such Service. You shall also pay us on demand following such cancellation all sums that are due by you to us as at the relevant date of cancellation.
4.3 On the cancellation of a contract with you for the supply of a Service your access to the relevant Service and / or Software will be discontinued immediately and your right to benefit from that Service and use such Software will end immediately from the date of cancellation.
4.4 TO THE EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE TO YOU FOR ANY LOSS THAT YOU SUFFER, INCLUDING (WITHOUT LIMITATION) LOSS OF DATA AS A RESULT OF YOU NOT BEING ABLE TO ACCESS A SERVICE AND / OR ANY SOFTWARE AT THE END OF A CONTRACT TERM OR ON THE CANCELLATION IN ACCORDANCE WITH THESE TERMS AND CONDITIONS OF A CONTRACT BETWEEN YOU AND US.
5. Your statutory rights
5.1 The provisions of this Part C do not affect your statutory rights.
PART D - GENERAL TERMS ABOUT OUR RELATIONSHIP WITH YOU
This Part D sets out general terms regarding our relationship with you including important provisions regarding our liability to you.
1. Your obligations
1.1 You agree that you will not attempt to copy, reverse engineer or decompile the Software unless you are allowed to do so by law.
1.2 You will comply promptly with any request from us to return or delete a copy of any Software that you download.
1.3 You will keep confidential any information that relates to our Services, the Software or our business that is of a confidential nature and that you have access to as a result of entering into a contract with us for the supply by us to you of Services, except if that information is already in the public domain through no fault on your part.
2. Our liability to you
2.1 Our entire liability to you under these Terms and Conditions in respect of a Service shall not exceed an amount equal to twice the price paid by you for that Service.
2.2 We shall be liable to you only for direct loss that you suffer that flows directly from our negligence or breach of contract.
2.3 Neither we, nor any of our employees or representatives, will be liable to you for any loss of revenue, data, profits, anticipated savings, goodwill or business opportunity, for any injury to your reputation or for any losses that are not reasonably foreseeable by both of us at the time your order is accepted.
2.4 Despite the limitations in paragraphs 2.1, 2.2 and 2.3 of this Part D, we do not in any way limit our liability to you for death, personal injury or fraud.
3.1 We warrant that any Service that you order from ECCOlab and any Software that is used in that Service will conform in all material respects to any written specification for such Service and / or Software as set out on ECCOlab for a period of thirty (30) days from the date on which we accept your order for the relevant Service ("Warranty Period"). If you identify a fault or defect with any such Service and / or Software within the Warranty Period which means that any such Service and / or Software does not conform in a material respect with such specification, then you must notify us in writing as soon as reasonably possible, providing all information that may be necessary to assist us in resolving the defect or fault.
3.2 Our warranty policy does not cover defects or faults which are a result of :
3.2.1 your amending any Software or using it for purposes or in a context other than the purpose or context for which it was designed; or
3.2.2 your using any Software and / or any Service in combination with any other software not provided by us.
3.3 Subject to paragraphs 3.1 and 3.2 of this Part D, if a fault or defect has been identified in any Service and / or Software, we shall, at our option, do one of the following:
3.3.1 repair the fault or defect;
3.3.2 replace the relevant Software or re-perform the relevant Service; or
3.3.3 refund the charges paid by you for the relevant Service (less, if appropriate, a reasonable sum in respect of the benefit of the Services received by you up to the date on which you notified us of the fault or defect).
3.4 We do not warrant that your use of the Software or access to the Services will be uninterrupted or error-free.
3.5 You accept responsibility for selecting the Services and Software to achieve your intended results and acknowledge that we have no responsibility for ensuring that the Services and / or Software meets your individual requirements and that we will not be liable for any such failure of the Services and / or Software.
3.6 ALL OTHER CONDITIONS, WARRANTIES OR OTHER TERMS WHICH MIGHT HAVE EFFECT BETWEEN YOU AND US OR BE IMPLIED OR INCORPORATED INTO THESE TERMS AND CONDITIONS, WHETHER BY STATUTE, COMMON LAW OR OTHERWISE, ARE HEREBY EXCLUDED, INCLUDING THE IMPLIED CONDITIONS, WARRANTIES OR OTHER TERMS AS TO SATISFACTORY QUALITY, FITNESS FOR PURPOSE OR THE USE OF REASONABLE SKILL AND CARE. IN PARTICULAR, WE SHALL HAVE NO LIABILITY TO YOU FOR ANY LOSS ARISING FROM ANY INCOMPLETE, ILLEGIBLE OR INACCURATE STORAGE OF MATERIAL OR DATA OR FOR ANY DELAY, MALFUNCTION, NON-PERFORMANCE OR DEGRADATION OF PERFORMANCE OF ECCOLAB, A SERVICE OR THE SOFTWARE.
4. Events beyond our reasonable control
We will not be responsible for any delay or failure to comply with these Terms and Conditions or to provide a Service if the delay or failure arises from any event which is beyond our reasonable control. Such events would include (but are not limited to) fires, floods, earthquakes, storms, natural disasters, war, civil unrest, acts of terrorism or malicious damage to or destruction of our premises, equipment or goods or a failure of performance on the part of any third party hosting company who hosts any part of the Software.
If you breach these Terms and Conditions and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach the Terms and Conditions.
In the event that one or more of the terms set out in these Terms of Conditions is held to be invalid by a competent authority, the remaining terms shall continue to have effect and you will still be bound by them.
8. Third party rights
These Terms and Conditions are not intended to confer a benefit on, or be enforceable by, any person who is not a party to any contract formed under these Terms and Conditions.
We may assign our rights and delegate our obligations under any contract formed under these Terms and Conditions to a third party without your consent, provided that we notify you of this by email, in writing or by posting an appropriate notice on ECCOlab. You may assign your rights and delegate your obligations under any contract formed under these Terms and Conditions to a third party with our prior written consent and we will not unreasonably withhold or delay the giving of such consent.
10. Governing law
These Terms and Conditions are governed by English law. Each of us agrees to bring legal actions relating to these Terms and Conditions or to any contract formed under these Terms and Conditions only in an English court.