This Ecologital Contract & Customer Agreement (the “Agreement”) is between you and Ecologital Limited (Company No. 06357299) (“Ecologital” or “Company”).
If you are agreeing to this Agreement not as an individual but on behalf of your company, then “Customer” or “you” means your company, and you are binding your company to this Agreement; you also represent that you have the authority to bind such entity and its affiliates these terms and conditions, if you do not have such authority or if you do not agree with the terms and conditions set herewith, YOU MUST NOT ACCEPT these Terms and Conditions and MAY NOT USE any of our Products or Services. By accepting this terms and conditions, by executing an order, you agree to the terms and conditions set here.
You may not access any Services provide by Ecologital if you are our direct or indirect competitor, except with our prior written consent. In addition, you may not access the Services for purposes of monitoring the availability, performance or functionality, or for any other benchmarking or competitive purposes.
The Terms and conditions were last updated on August 15, 2016. It replaces any prior terms and condition(s).
1. COPYRIGHT AND OWNERSHIIP OF SYSTEMS
- Copyright, ownership, and all rights of any System developed by Ecologital belongs solely and exclusively to Ecologital. The customer is granted full ownership of nonexclusive and nontransferable license of the system upon payment of the System as stipulated in the contract.
- All third-party intellectual property belongs to their respective owners. No intellectual property is to be assigned or transferred to Customer from the Company as a part of this service offering.
- The Company warrants that the deliverable product hereunder does and will not violate any third party intellectual property rights.
2. GENERAL OBLIGATIONS OF THE CUSTOMER
- As a condition of these Terms, when accessing and using the Services, the Customer must:
You must only use the Service and System for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Ecologital or condition posted on the Website. You may use the Service and System on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.
The Customer should ensure the following.
- not attempt to undermine the security or integrity of Ecologital’s computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
- not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
- 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;
- 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
- 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 either of them for normal operation.
Managing any 3rd party licenses not supplied by Ecologital.
Protecting data from corruption due to hardware, software and power failures, human error or misuse of the Systems.
3. FURTHER OBLIGATIONS OF THE CUSTOMER
In addition to its other obligations customers are obliged to the below terms:
- Ensure that the Systems are used in a proper manner by competent trained employees only or by persons under their supervision;
- Ensure that all usernames and passwords required to access the Service are kept secure and confidential. The customer must immediately notify Ecologital of any unauthorised use of Customer’s passwords or any other breach of security and Ecologital will reset password and You must take all other actions that Ecologital reasonably deems necessary to maintain or enhance the security of Ecologital’s computing systems and networks and Your access to the Services.
- Not alter or modify the Systems in anyway whatsoever, nor permit the Systems to be combined with any other programs to form a combined work unless specifically authorised by the Company in writing;
- Not request, permit or authorise anyone other than the Ecologital to provide maintenance services in respect of the Systems;
- Co-operate fully with Ecologital’s personnel in the diagnosis of any error or defect in the System;
- Make available to Ecologital free of charge all information facilities and services reasonably required by the Company at the Location to perform the Maintenance Services including, without limitation, computer, telephone, fax, e-mail, printing and related facilities;
- Where necessary, ensure that suitable accommodation, meals and related facilities are provided to personnel of Ecologital at the Location or near the Location at the expense of the Customer where the nature of the Maintenance Services necessitates such personnel of the Ecologital staying overnight or for any extended period of time at the Location.
- The charges for onsite Maintenance Services may include call-out expenses incurred by Ecologital in visiting the Location for the provision of the Maintenance Services.
- Ecologital shall charge the Customer for transport at the standard rate for every visit to the Location in pursuance of the provision by the Ecologital of the Maintenance Services. In the computation of the distance traveled both the journey to the Location and the return journey shall be taken into account. Ecologital shall raise invoices in respect of the transport charges as provided herein and the Customer shall settle undisputed invoices within seven (7) days after the receipt of the same.
- Without prejudice to the other rights and remedies of Ecologital, where the Customer has failed to settle an invoice raised by Ecologital in respect of transport charges, Ecologital shall be under no obligation to make any further visit to the Location in order to provide the Maintenance Services until the total outstanding on such invoices including any interest payable thereon as provided hereinbefore is settled in full by the Customer.
- Unless the relevant party has the prior written consent of the other or unless required to do so by law:
The customer shall treat as confidential all information obtained from Ecologital and shall not divulge such information to any person (except to such Party’s own employees, and then only to such employees who need to know the same) without Ecologital’s prior written consent. The company shall ensure that its employees are aware of and comply with the provisions of this Clause. The obligations as to confidentiality shall survive any termination of any service provided by Ecologital.
- 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.
- Each party's obligations under this clause will survive termination of these Terms.
- The service provided by Ecologital shall be terminated on the non-payment of the monthly fee.
- Notwithstanding anything else herein contained, Service may be terminated:
Any termination of the service howsoever occasioned shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force of any provision hereof which is expressly or by implication intended to come into force on or after such termination.
On the termination of the Service the Customer shall not be entitled for a refund of any charges paid in advance or request for such fee to be transferred against any other services being offered by Ecologital or its related companies.
If the license is terminated for any reason by either party, Customer agrees to promptly discontinue use of and destroy all of Licensee's copies of the Program. Any terms of this Agreement that by their nature extend beyond termination of this Agreement remain in effect until fulfilled, and apply to both parties' respective successors and assignees.
- by Ecologital forthwith on giving notice in writing to the Customer in the event the Customer shall fail to pay any sum due and such sum remains unpaid for 7 days after written notice from Ecologital that such sum has not been paid;
- by the Customer forthwith on giving notice in writing to Ecologital in the event the Equipment is defective, lost, stolen or destroyed or damaged beyond economic repair; or
- by either Party upon not less than 1 calendar month's written notice if the other Party materially breached any of the terms provided, however, that the Service shall not be terminate if the non-terminating party has cured the breach within the 10 day period of such notice;
- by either Party forthwith on giving notice in writing to the other in the event of the other Party receiving a compulsory order for liquidation from a competent Court or having a receiver or liquidator appointed over the whole or any part of its business or assets or having ceased to carry out its business;
- By either Party upon not less than 1 calendar month’s notice in writing to the other Party.
- Ecologital shall not be liable to the customer or to any other third party for any consequential, indirect, special, incidental, reliance, or exemplary damages arising out of or relating to the Company services or hardware, whether foreseeable or unforeseeable, and whether based on breach of any express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort, or other cause of action (including, but not limited to, damages for loss of data, goodwill, profits, investments, use of money, or use of facilities; interruption in use or availability of data; stoppage of other work or impairment of other assets; or labor claims), even if such party has been advised of the possibility of such damages.
- You indemnify Ecologital against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Ecologital, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.
8. FEES AND PAYMENTS
- The Customer shall pay the pre agreed monthly fee on time. Any additional charges will be charged at a pre agreed fee.
- A direct debit needs to be set up in Ecologital account. Ecologital has the right to terminate the licenses/support in the event the customer fails to pay the relevant charges.
- All applicable taxes will be included at the time of invoicing.
- Full or part payments made towards purchasing any of Company’s products or services are non-refundable and non-transferrable against any other service offering.
- Charges and license fees pertaining to Ecologital’s Products and Services are subject to change. Ecologital will be notify the customer, in writing, of any such changes at least 2 weeks in advance of the changes taking effect.
9. REFUND POLICY
Full or part payments made towards purchasing any of Ecologital's products are non refundable against any other service or product offering. Under no circumstances is Ecologital required to refund any subscriptions for any reason whatsoever. Where you have paid for a service (such as training) directly from the Ecologital website and received that service, you are not entitled to any refund. Where you have paid for training but not received the training you will be entitled to a refund only if the refund request is received within 30 days of payment being received. In all other cases Ecologital will not refund any monies for any reason.
10. SUPPORT SERVICES
Company will provide the following support services to the Customer:
- Responses to the Customer's requirement (whether by mail, telephone, or email) of difficulties or problems with the System and assistance in diagnosis of faults. The Customer must provide adequate information and documentation to enable Ecologital to reproduce the problem. Ecologital may notify the Customer that the problem could not be reproduced, located or identified. If applicable Ecologital may notify Customer that the problem will not be resolved and the reason for this decision. If it is determined that there is no problem with the System, Ecologital will so inform the Customer. Notwithstanding the provisions of this section, Ecologital makes no warranties that the Support Services provided hereunder will be successful in resolving any difficulties or problems or in diagnosing faults.
- Customer shall provide Ecologital’s representatives with necessary access to client site and System at any given time in order to provide necessary service as required. The support level may be downgraded if the adequate access levels, information and documentation required are not provided.
- Ecologital may provide without additional charge, revised or updated releases of the System originally licensed when Ecologital makes such revised or updated releases generally available. On provision of such releases by Ecologital, all previous releases shall be replaced for all purposes by such new releases.
- New requirement will not be included under the support duration and if any such changes are required both the parties may accommodate it as per a pre-agreed fee.
- Ecologital shall have no responsibility for hardware problems or data related issues resulting from the System being subject to improper use, accident, neglect or modification.
- On-site support, if requested by Customer and subject to availability of Ecologital technical staff, will be provided at Ecologital’s current standard rates plus reasonable associated expenses.
- If the Customer discovers an error or defect, the Customer shall within a week after the discovery of the error of defect notify the Ecologital in writing or enter such defect in the online bug tracking system, access to which will be given to the point of contact at the customer site. Where possible adequate documented example or examples of such defect or error need to be provided.
- Remote connection has to be established and access to the System has to be provided to Ecologital in order to remotely fix defects and apply modifications. For this “TeamViewer” software (or a similar remote management software) may be installed on both application server and database server. After completing the job, the remote connection can be closed by the Customer. Following process should be followed in order to ensure both System and data security.
- Ecologital shall ordinarily carry out the work envisaged in (h) above during working hours or at such other times as may be mutually agreed between the Parties or as may be necessitated by emergency situations.
- Ecologital shall provide additional training to the relevant staff of the Customer for a reason necessitated by a correction effected to the System. If any further training or additional training is required for any other reason, such training will be done at a pre-agreed fee.
- The error correction service shall not include service in respect of:
Ecologital shall make an additional charge in accordance with its standard scale of charges for the time being in force for any services provided by the Ecologital:
- defects or errors resulting from any modifications of the System made by any Third Party;
- incorrect use of the System or operator/user error;
- any fault in the Equipment/Hardware or in any other software or programs used by the Customer in conjunction with the System;
- Situations where the System is damaged as a result of lightning, computer virus or format of hard disks.
The Customer will nominate one technical contact, specified overleaf, within their organisation that will be the point of contact between Customer and Ecologital.
Reinstallation of the System would be done in case there is a defect in the computer that cannot be addressed through normal means or the computer is being fully formatted. Problems relating to Customer’s network or their devices are not covered by this maintenance contract.
- At the request of the Customer but which do not qualify under the aforesaid error correction service by virtue of any of the exclusions referred to in sub-clause (h) above or are otherwise not covered by the provisions of this Agreement;
- At the request of the Customer but which the Company finds are not necessary.
- For the avoidance of doubt it is agreed that nothing in this sub-clause shall be construed as imposing any obligation on the Company to provide services in respect of any of the exclusions referred to in sub-clause (h) above.
You acknowledge that:
- You are authorised to use the Services and the Website and to access the information and Data that You input into the system, including any information or Data input into the Website by any person you have authorised to use the Service. 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).
- The provision of, access to, and use of, the Services is on an "as is " basis and at Your own risk.
- Ecologital does not warrant that the use of the Service 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. Ecologital is not in any way responsible for any such interference or prevention of Your access or use of the Services.
- Ecologital does not provide accounting advice in relation to the customer’s business and use of the Services does not constitute the receipt of accounting advice. If You have any accounts related questions, please contact your accountant.
- 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.
- 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).
- If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement remain in full force and effect.
12. CHANGE REQUESTS
- Where the Customer requires a modification to the System aside from the initial scope of the project (Signed off Business Requirement Specification) the Customer shall request Ecologital such a modification in writing.
- Upon receipt of such a written request Ecologital shall evaluate the same and if the same is possible to develop and deliver to the Customer, for which Ecologital shall submit an estimate for the Customers approval based on time estimation taken to develop such modification.
- Where a Modification to the System is carried out as provided hereinbefore such Modification shall be deemed incorporated in the System and as such shall be subject to the provisions of this Agreement.
- Provided that in the event the Customer elects to renew the term of this Agreement, the list price of the relevant Modification shall be added to the list price of the System as hereto in determining the maintenance charge for the renewed term.
Any notice given under these Terms by either party to the other must be in writing by email. Notices to Ecologital must be sent to email@example.com or to any other email address notified by email to You by Ecologital. Notices to You will be sent to the email address You provided at the time of signing up to the service or subsequently during communications with Ecologital.
14. USE OF PRODUCTS & SERVICES
Ecologital grants Customer the right to access and use the Product and Service that are provided based on the License. This right is non-exclusive, non-transferable, and limited by and subject to the terms and conditions set here. Customer acknowledge and agree that, subject to any applicable written agreement between the Ecologital and the Customer, or any other applicable laws:
- Ecologital determines who is owner of the licenses and what level of access granted to the relevant organisation and the authorized Users have;
- Customer is responsible for all uses of the Product and Service.
All content included in or made available through any Ecologital’s Products, Service, such as text, graphics, logos, button icons, images, audio clips, digital downloads, and data compilations is the property of Ecologital or its content suppliers and protected by Intellectual Property Law.