1.3 The Services are provided by Transputec Limited (Company number GB03443568), whose registered office is at Transputec House, 19 Heather Park Drive, Wembley, Middlesex, HA0 1SS or one of its affiliated companies ("the Crises Control Company"). The Crises Control Company that is providing the Services to the Client and with whom the Client is entering into this agreement, will depend on the country from which they sign up for the Services.
"The Crises Control Company" means Transputec Ltd or one of its affiliated companies hereinafter the "Company".
"The Website" means the Control Website at www.crises-control.com.
"The Application" means the Crises Control Mobile Application.
"Membership Plan" means the subscription to the Enterprise Membership Plan, the Business Membership Plan or the G-Cloud 10 Membership Plan as defined at Section 11 below or as may be amended by the Company from time to time.
"Membership Fee" means the fees for each Membership Plan as set out in the Crises Control commercial proposal or as otherwise agreed in writing with the Client.
"Usage Fee" means the fee for SMS, Telephone calls.
"Billing Period" means the Billing Period which may be Annual, Quarterly, Monthly, or another time period agreed by the Client and the Company at sign up (Registration) or as subsequently amended.
"Free Trial" means the 30 day Free Trial period that may be available to new Clients and some former Clients.
"The Payment Method" means the current, valid, accepted method of payment (as such may be updated from time to time,) provided by the Client to pay for the Services - see sub-para 11.6 below.
"Billing" means a successful charge, debit or other payment clearance, as applicable, against the Client's Payment Method.
"Credits" mean a refund, discount, or other consideration to the Client in the Company's sole and absolute discretion - see Sub-para 11 and para 13 below.
"The Crises Control Software" means the source or compiled code of the Application or the Website which operates the Services and which is designed to enable Push, SMS, Phone and Email messages to be sent through mobile devices.
"The Account Owner" means the member who created the Crises Control account and whose Payment Method is charged.
"The Parties" means both the Client and the Company.
"Charges" means the charges incurred by the Users with their respective mobile network provider 'Mobile Provider' when using the Services.
4. COMMUNICATION PREFERENCES
5. SYSTEM REQUIREMENTS
5.1 In order to use the Application, the Client is required to have a compatible handheld device, 3G or higher telephone connection, Wi-Fi internet access, and the necessary minimum specifications ('Software Requirements').
5.2 The Software Requirements are as follows:
(i) Apple Platform; iPhone 4 or greater, or iPad
(ii) Android platform; any mobile phone, tablet or player which runs Android V4.03 or higher.
(iii) Android OS 3.2 or later or as advertised on the Website at www.crises-control.com.
(iv) The Client hereby acknowledges that these minimum requirements may change from time to time, without notice, and that the Company makes no representations as to the accuracy of the Software Requirements defined in this Section 5.
5.3 The Client may be required to obtain software and / or hardware updates or upgrades from time to time as may be necessary for the continued use of the Services.
5.4 The Client hereby acknowledges and agrees that such system requirements as specified under this Section 5 remain their responsibility.
6. SERVICE DELIVERY
6.1 Availability of the Services - The Company has taken every care in the preparation of the Services. However, as certain technical matters may be beyond their control, the Company cannot guarantee that the Client will have uninterrupted access to the Services at all times or that there will be no delays, failures, errors or omissions or loss of transmitted information - see Section 16, Disclaimer of Warranties and Limitation of Liability.
7.1 The Company will not charge the Client for the use of the Services other than for those Fees outlined under Section 11 Membership, and Section 13 Cancellation below.
7.2 The Client acknowledges that the Client's terms of agreement with their respective mobile network provider ('Mobile Provider') will continue to apply when using the Services. As a result, the Client may be charged by the Mobile Provider for access to network connection Services for the duration of the connection while accessing the Services, or any such third party charges as may arise.
7.3 The Client accepts responsibility for any such charges that arise under para 7.2 above.
7.4 If the Client is not the bill payer for the mobile phone or handheld device being used to access the Services, the Client will be assumed to have received permission from the bill payer for using the Services.
8. NOTIFICATION OF CHANGES
The Company will use reasonable endeavours to advise the Client of any essential impending variation from the agreed Services as soon as soon as possible.
9. INTELLECTUAL PROPERTY
9.1 Copyright. The Services, including all content provided on the Website and the Application, is protected by UK and international copyright, trade secret or other intellectual property laws and treaties.
9.2 The Intellectual Property in the Services shall remain with the Company at all times.
10. LIMITATION OF LIABILTY
11. MEMBERSHIP, BILLING AND CANCELLATION
11.1 Membership Plans
The Company provides the following Membership Plans:
|Business||Limited number of Users.
Usage Fee (e.g. SMS texts, telephone calls and conference calls).
|Enterprise||Unlimited number of Users plus additional modules.
Usage Fee (e.g. SMS texts, telephone calls and conference calls).
|G-Cloud 10||Unlimited number of Users plus additional modules.
Usage Fee (e.g. SMS texts, telephone calls and conference calls).
11.2 Business, Enterprise and G-Cloud 10 Membership Plans
11.2.1 These Membership Plans start when a Client signs up (Registration) to use the Services by completing the Registration process.
11.2.2 The Membership Plan will automatically renew at the end of the Billing Period unless cancelled in accordance with Section 13 below.
11.3.1 Ongoing Membership. The Client's Membership Plan will continue to the end of the agreed Billing Period unless and until the Client cancels their Membership Plan or the Company terminates it. The Client must provide the Company with a current, valid, accepted method of payment (as such may be updated from time to time, "Payment Method") to use the Services. The Company will bill the Membership Fee to the Client's Payment Method. The Client must cancel their Membership Plan giving one month's notice before it renews automatically at the end of the Billing Period in order to avoid billing for the next Billing Period's Membership Fees to the Client's Payment Method.
11.4 Free Trials
11.4.1 A Client's Licence agreement may start with a Free Trial. The Free Trial period of the Client's Licence agreement lasts for 30 days. Free trials may not be combined with any other offers. Free trials are for new Business solution members only. The Company reserves the right, in its absolute discretion, to determine the Client's Free Trial eligibility. A Usage Fee will be charged during the trial period for any SMS and telephone calls.
11.4.2 The Company will begin billing the Client's Payment Method for yearly licence fees on the following month after the end of the Free Trial period of the Client's licence unless the Client cancels prior to the end of the Free Trial period. The Client will be billed monthly or annually. To view the specific details of the Client's annual licence, and end date of the Client's Free Trial period, visit the website "Login" page.
11.4.3 The Client will receive a notice from the Company that their Free Trial period has ended and that the paying portion of their annual licence has begun. The Company will continue to bill the Client's Payment Method at their Billing Period (monthly, quarterly or annually) for their Licence fee until they cancel.
11.5.1 The Membership Fee for each Plan shall be as set out in the Crises Control commercial proposal or as otherwise agreed with the Client. They will be billed in advance at the beginning of the Billing Period.
11.5.2 Membership Fee (subscription): The recurring Membership Fee may be for one year or other period agreed with the Company at Registration and will be automatically recharged at the end of the membership period, unless cancelled in accordance with Section 13 below.
11.5.3 Usage: This covers SMS messages, telephone calls and conference calls. Please refer to the Crises Control Website at www.crises-control.com/call-sms-tariff. As usage charges are incurred they will be deducted from the credit balance of the Client's account.
Where appropriate and agreed the The Client may add additional credit to their account by visiting the Crises Control Website or by using one of the other means of payment accepted by the Company from time to time.
11.5.4 The Company reserves the right to change these fees from time to time and will notify existing Clients of any changes 30 days in advance. Such revisions shall be effective immediately for new users.
11.6.1 Recurring Billing. By starting their Membership Plan, the Client authorises the Company to charge them the agreed Membership Fee for the Billing Period at the then current rate, and any other charges they may incur in connection with their use of the Services to their Payment Method. The Client acknowledges that the amount billed may vary for reasons that may include differing amounts due to promotional offers, telephone and SMS charges and/or changing or adding a Membership Plan, and the Client authorises the Company to charge their Payment Method for such varying amounts, which may be billed during the Billing Period in one or more charges.
11.6.2 Billing Cycle. The Membership Fee for the Services will be billed at the beginning of the Billing Period of the paying portion of the Client's membership and Billing Period thereafter unless and until they cancel their Membership Plan. The Company will automatically bill the Client's Payment Method at the beginning of each Billing Period on the calendar day corresponding to the commencement of their paying the Membership Fee. Membership Fees are fully earned by the Company upon payment and are not refundable. The Company reserves the right to change the timing of their billing, in particular, as indicated below, if the Client's Payment Method has not been successfully settled. In the event the Client's paying membership began on a day not contained in a subsequent month, the Company may bill the Client's Payment Method on a day in the applicable month or such other day as the Company may deem appropriate. The Client's renewal date may change due to changes in the Client's Membership Plan. The Client is advised to visit the Website and click on the "View billing details" link on the "Your Account" page to see the commencement date for their next renewal period. The Company may authorise the Client's Payment Method in anticipation of membership or service-related charges.
11.6.3 No Refunds. PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. Following any cancellation, however, the Client will continue to have access to the Services through to the end of the Client's current Billing Period. At any time, and for any reason, the Company may provide a refund, discount, or other consideration to some or all of their members. The amount and form of such Credits, and the decision to provide them, are at the Company's sole and absolute discretion. The provision of Credits in one instance does not entitle the Client to Credits in the future for similar instances, nor does it obligate the Company to provide Credits in the future, under any circumstance.
11.6.4 Cancellation. The Client may cancel their Membership Plan at any time - subject to paragraph 13 below - and they will continue to have access to the Services through to the end of their billing period. THE COMPANY DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL BILLING PERIODS.
11.7 Payment Method
Payment shall be by the agreed Payment Method. Billing shall be at the beginning of the agreed Billing Period and debited from the Client's agreed Payment Method. It is the Client's responsibility to ensure that the details given in the Payment Method are accurate and up to date at all times. The Client may edit their Payment Method information by visiting the Website and clicking on the "Your Account" link, available at the top of the pages of the Website. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and the Client does not edit their Payment Method information or cancel their account (see, "Cancellation" below), the Client remains responsible for any uncollected amounts and authorises the Company to continue billing the Payment Method, or as it may be updated or seek to recover them by other lawful means. This may result in a change to the Client's payment billing dates. This Section shall survive the termination of the Services.
11.8 Price Changes
12. THE SERVICES
12.1 A User must be 18 years of age, or the age of majority in their country, to become a member of the Services.
12.2 During the Client's Membership Plan, the Company grants to the Client a limited, non-exclusive, non-transferable, licence to access and use the Services. Except for the foregoing limited licence, no right, title or interest shall be transferred to the Client.
12.3 The Services have the capability of using technology to verify the users' geographic location.
12.4 The Company continually updates the Services. In addition, they continually test various aspects of the Services, including the Website, user interfaces, Membership Plans, and promotional features. The Company reserves the right to, and by using the Services the client agrees that the Company may, include them in or exclude them from these tests without notice. The company reserves the right at their sole and absolute discretion to make changes from time to time and without notice in how the Company offers and operate the Services.
12.6 The Client is responsible for all Internet access charges. The Client is also advised to check with their Internet provider for information on possible Internet data usage charges.
12.7 The Crises Control Software is designed to enable Push, SMS, Phone and Email messages to be sent through mobile devices. This software may vary by device and functionality and may also differ between devices. BY USING the SERVICES, THE CLIENT ACKNOWLEDGE AND AGREE TO THE END USER LICENSE AGREEMENT (www.crises-control.com/EULA) AND TO RECEIVE, WITHOUT FURTHER NOTICE OR PROMPTING, UPDATED VERSIONS OF THE APPLICATION AND RELATED THIRD-PARTY SOFTWARE. IF THE CLIENT DOES NOT ACCEPT THE FOREGOING TERMS, DO NOT USE THE SERVICES. THE COMPANY DOES NOT TAKE RESPONSIBILITY OR OTHERWISE WARRANT THE PERFORMANCE OF THESE DEVICES, INCLUDING THE CONTINUING COMPATIBILITY OF THE DEVICE WITH THE SERVICES. By using the Services, the Client agrees to look solely to the entity that manufactured and/or sold their device for any issues related to the device and its compatibility with the Services. If the Client's Crises Control ready device is sold, lost or stolen, the Client should deactivate their User account via the Website. If the Client fails to log out or deactivate their device, subsequent Users may access the Services through the Client's account to perform actions detrimental to the Client’s interests and may be able to access information belonging to both the Client and the Company for which the Client may be held liable.
12.8 The Company may terminate or restrict the Client's use of the Services, without compensation or notice if the Client is, or if the Company suspects that they are:
(ii) engaged in illegal or improper use of the Services.
13. CANCELLATION OR SUSPENSION REFUND POLICY
13.1 The Client may cancel the Services at any time. On cancellation of the Services:
13.1.1 If the Client's Membership Plan is cancelled during the Billing Period, the Services will remain accessible to the Client until the end of the Billing Period when it will be terminated.
13.1.2 The Client must cancel their Membership Plan to the Services before it renews by giving one month's notice in order to avoid the next Billing Period Membership Fee.
13.1.3 Payments for the Services are not refundable and fees for parts of the Billing Period for the Services shall not be refunded on cancellation of the Services as they are deemed to have been earned by the Company.
13.1.4 The only exception to this Section is a manifest error in the fees charged.
13.5 Where suspension of the Services has occurred, and on the provision of a satisfactory explanation or other acceptable undertaking by the Client, the sole remedy shall be for the Company to Credit the Client's account with a number of days corresponding to the duration of the suspension.
14. SUSPENSION AND TERMINATION
14.1 Notwithstanding the provisions of Section 13 above and without limitation the Company shall be the sole arbiter of proper and lawful use of the Services.
I. Immediate, temporary or permanent withdrawal of the Client's right to use the Services.
II. Immediate, temporary or permanent removal of any posting or material uploaded by the Client to the Services.
III. Issue of a warning to the Client.
IV. Legal proceedings against the Client for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
V. Further legal action against the Client.
VI. Disclosure of such information to law enforcement authorities as the Company reasonably feels is necessary.
15. PASSWORDS AND ACCOUNT ACCESS
15.1 The Account Owner has access and control over the Crises Control account. The Account Owner's control is exercised through use of the Account Owner's password and therefore to maintain exclusive control, the Account Owner should not reveal the password to anyone. In addition, if the Account Owner wishes to prohibit others from contacting the Services and potentially altering the Account Owner's control, the Account Owner should not reveal the Payment Method details (e.g. last four digits of their credit or debit card, or their email address if they use PayPal) associated with their account. The Account Owner is responsible for updating and maintaining the truth and accuracy of the information they provide to the Company relating to the Client's account.
15.2 In order to provide the Client with ease of access to their account and to help administer the Services, the Company has implemented technology that enables them to recognise the Client as the Account Owner and provide them with direct access to their account without requiring them to retype any password or other User identification when they revisit the Services, which includes accessing via the Website.
15.4 The Client should be mindful of any communication requesting that they submit financial or other account information. Providing information in response to these types of communications can result in identity theft. The Client is advised to always access their sensitive account information by going directly to the Website and not through a hyperlink in an email or any other electronic communication, even if it looks official. The Company reserves the right to place any account on hold anytime without liability with or without notification to the Client or their Users in order to protect itself and its partners from what it believes to be fraudulent activity. The Company is not obligated to credit or discount a Membership Plan for holds which have been placed on their account by either a representative of Company or by the automated processes of the Services.
16. DISCLAIMERS OF WARRANTIES AND LIMITATION OF LIABILITY
16.1 The Services and all content and software associated therewith, or any other features or functionalities associated with the Services, are provided "as is" and "as available" with all faults and without warranty of any kind. The Company does not guarantee, represent, or warrant that the Client's use of the Services will be uninterrupted or error-free. The Company specifically disclaims liability for the use of, Crises Control ready devices, and the Crises Control software (including their continuing compatibility with the Services).
16.2 To the extent permissible under applicable laws, in no event shall the Company, or its subsidiaries or any of their shareholders, directors, officers, employees or licensors be liable (jointly or severally) to the Client or its Users for any special, incidental, indirect or consequential damages of any kind, or any damages whatsoever.
17. GOVERNING LAW
17.2 The laws of the Client's country may be different from English law and there may be additional legal requirements for the Client to use the Services. The Client must comply with all applicable local and international laws, statutes and regulations regarding their use of the Services. The Company cannot monitor the laws of every country and it is the Client’s responsibility to ensure that their use of the Services is legal.
18. THIRD-PARTY APPLICATIONS
The Client may encounter third-party applications (including, without limitation, websites, widgets, software, or other software utilities) ("Third Party Application(s)") that interact with the Services. These Third-party Applications may be used by the Client to import data related to the Client’s account and activity. The Company is not responsible for such Third-party Applications. Such Third-party Applications are owned or operated by third parties that are not related to, with, or sponsored by the Company.
19. CLIENT DATA
The Client is solely responsible for any liability arising from inaccuracies or errors in their data.
On cancellation of the Services by the Client the Company will retain the data for 12 months for audit trail purposes, to allow the Client to obtain a copy of the data if necessary, to allow the Client to renew its Membership Plan temporarily for extraordinary reasons or to renew it permanently, if required.
20. CUSTOMER SUPPORT
If the Client needs assistance with their account, they are advised to contact Support via the website or email [email protected] at any time. This area provides answers to many frequently asked questions and information on reaching Customer Services representative. To find more information about the Services and its features, please visit Crises Control FAQ page. In certain instances, Customer Services may best be able to assist the Client by using a remote access support tool through which they have full access to the Client's computer. If the Client does not want the Company to have this access, they should not consent to support through the remote access tool, and the Company will use reasonable endeavours to assist the Client through other means.
21. DISPUTE RESOLUTION
21.2 If the parties are unable to resolve any dispute or claim pursuant to clause 21.1 the matter shall be referred to mediation in accordance with the procedures laid down from time to time by the Centre for Dispute Resolution ("CEDR") within thirty days of one party giving notice to the other that, in its reasonable opinion, no agreement will be reached by them.
21.3 If having followed the processes set out in clauses 21.1 and 21.2, the Parties have failed to resolve their controversy or settle their claim, then the matter shall be determined as follows:
21.3.1 if the dispute shall be of a technical nature concerning the interpretation of the Services or relating to technical performance of the Services or any similar or related matter, then such dispute shall be referred at the election of either party for final settlement to an expert nominated jointly by the Parties or, failing such nomination within 14 days after either party's request to the other therefor, nominated at the request of either party by the President from time to time of the British Computer Society. Such expert shall be deemed to act as an expert and not as an arbitrator. His decision shall (in the absence of clerical or manifest error) be final and binding on the Parties and his fees for so acting shall be borne by the Parties in equal shares unless he determines that the conduct of either party is such that such party should bear all of such fees;
21.3.2 in any other case the Parties submit to the exclusive jurisdiction of the English Courts - See Section 17 above - Governing Law.
22. FORCE MAJEURE
The waiver by the Company of any breach of any term hereunder shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.
26. DATA PROTECTION ACT 1998
The Company will not use any personal data about the Client and employees of the Client for any purpose other than is strictly necessary in order to provide the Services and shall at all times use this data in accordance with the Data Protection Act 1998 and all other relevant data protection legislation.
The Company shall not, during the provision of the Services or at any time after, make use for its own purposes of, or disclose to any person (except as may be required by law), any information relating to the Client or the business of the Client obtained by the Company in the course of performing the obligations under the Services, which is stated to be confidential or which by its nature is evidently confidential, including (without limitation) any information as to Users of the Services and their usage of it.
The Client shall not, during the Services or at any time after, make use for its own purposes, or disclose to any third party any documentation, programming or other material whatsoever used by the Company for the development or operation of the Services.
This Section shall not extend to information:
- which was rightfully in the possession of the other party prior to the commencement of the Services (other than where obtained during the course of business between the Parties;
- which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this Section); or
- which is trivial or obvious.
The Company shall upon termination of the Services remove all confidential Client materials relating to the Client use of the Services after a 12 month's period - See Section, 19 Client Data.
The Client agrees not to assign or transfer these Services or any of its rights herein without the prior written consent of the Company.
29. RIGHTS OF THIRD PARTIES
No third parties shall have any rights under this agreement pursuant to the Contract (Rights of Third Parties) Act 1999.
30. CONFLICT OF TERMS
Vn 3.2.4: updated 10 Jan 2019.