Version 1.2, January 2019
We are delighted to welcome you into the Connectably community – the simple connected software that puts all your sales and marketing workflows in one place and connects to your accounting. This service is operated by Connectably Limited (“us” or “we” or the “Company”) and the following is the terms and conditions governing your use and access to the Connectably software and associated services (together the “Services“).
Here at Connectably we aim to speak in plain language, so it’s clear and easy to understand for all involved. Your subscription to the service is confirmation of your acceptance of these terms and conditions.
If you have any questions before subscribing, please email support [@] connectably.com and we’ll help you out.
Annual Fee payable on Commencement Date and then on recurring on the same day of each year thereafter.
Monthly Fee payable on Commencement Date and then on recurring on the same day of each calendar month thereafter.
The date that you physically sign up online to our Service and accept these Terms and Conditions to begin your subscription to the Service.
In the case of subscribing by Annual Fee, the Initial Term will be 12 months from the Commencement Date.
Your membership may be terminated at the end of the Initial Term in accordance with the provisions set out in clause 12 of the Terms and Conditions below. Unless cancelled, your subscription to the Service will automatically renew on an annual basis.
In the case of subscribing by Monthly Fee, the Initial term will be one month from the Commencement Date. Your membership will then automatically renew on a monthly basis, unless terminated in accordance with the provisions set out in clause 12 of the Terms and Conditions below.
You are able to invite Unlimited Users to access the Service under your subscription. You can control this from your account dashboard. Please note that all Authorised Users must be registered with an email account linked to your business domain.
Note: the Connectably Service is aimed at micro-businesses (by which we mean businesses with between 1-10 team members) so please act fairly and reasonably in regard to issue of usage licences. We do monitor usage and we reserve the right to revisit the terms of your subscription if the number of users becomes excessive. You should also disable old and redundant users from your account so only live user accounts stay active]
Agreement: the agreement between us which consists of this Terms and Conditions document.
Annual Fees: the fees payable by you to us for the Service, as set out in the table above (and as may be varied from time to time in accordance with these Terms and Conditions).
Authorised Users: those employees, agents and contractors of the Client who are authorised by the Client to use the Services (and, where applicable, the Documentation), as described in these Terms and Conditions.
Commencement Date: the commencement date as set out above.
Client: the corporate entity or person (if sole trader) named in your online application who is subscribing to the Service (also referred to in these Terms and Conditions as ‘you’).
Client Account Contact: your lead contact nominated in your subscription sign-up.
Client Data: the data and/or documents inputted or uploaded by you, your Authorised Users or by us on your behalf onto the Connectably System and includes all the files, materials and structured data, plus any account and contact information.
Connectably System: has the meaning given to it at clause 3.1;
Documentation: user guides and/or training documents made available to you by us from time to time which set out a description of the Service and user instructions for use of the Service.
Initial Term: the initial term of the Agreement as set out above.
Intellectual Property Rights means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
Connectably Software: the Connectably online software applications and management software provided by us as part of the Service.
Monthly Fees: the fees payable by you to us for the Service, as set out in the table above (and as may be varied from time to time in accordance with these Terms and Conditions).
Service: the services provided by us to you under the Agreement which enables you to use and access to the Connectably System and the Connectably Software and any associated services, as may be more particularly described in the Documentation.
Terms and Conditions: these Connectably Terms and Conditions, which may be revised from time to time and the lastest version will always be available on our website https://connectably.com/
2.1 Subject to these Terms and Conditions, we grant to you a non-exclusive, non-transferable right to use the Service.
2.2 The rights granted to use the Service are personal to you and may not be transferred to any other party without our prior written consent.
2.3 Unless otherwise agreed in writing by us, you may only use the Service for your internal business operations.
2.4 We may update and improve the Service from time to time without notice to you. If we change the Service in a manner that materially reduces the functionality, we will inform you in writing via the email address associated with your account.
3. ACCESS TO THE SERVICES
3.1 On commencement of the Service, you will be granted access to a designated, online business management area (your “Connectably System”). You will also be provided with the Documentation.
3.2 Your nominated Client Account Contact will be issued with a unique username and password to access your Connectably System by email.
3.3 Your Client Account Contact (or such other person you may nominate) shall access the Service as first user and with administrative rights to set up and manage your Connectably System (an “Administrator”). The Administrator is then responsible for granting access to the Connectably System to your Authorised Users and for managing those user accounts and log-on details (“User Accounts”). You can use the Documentation for assistance with this.
3.4 The Service is designed so that:
3.4.1 you manage and control your Connectably System;
3.4.2 you may grant access to your Connectably System to your Authorised Users;
3.4.3 you can import, upload and manage Client Data via your Connectably System;
3.4.4 you can control levels of access and administrative rights for your Authorised Users;
3.4.5 you can set up nominated Authorised Users as additional Administrators to manage your Connectably System;
3.4.6 your Administrators can access, disclose, restrict or remove Client Data in or from your Connectably System; and
3.4.7 your Administrators can monitor, restrict or terminate access to User Accounts.
3.5 It is important to note that your Connectably System is a secure area which is only accessible by you and your Authorised Users. Connectably Support has controlled user access to your Connectably System which may be withdrawn by you or us at any time.
3.6 You agree to use your reasonable endeavours to prevent any unauthorised access to, or use of, your Connectably System, the Services and/or the Documentation. In the event of your becoming aware of any such unauthorised access or use, you must notify us immediately so that we can help you to mitigate any associated risk.
4. AUTHORISED USERS
4.1 You are responsible for appointing and managing your Authorised Users and for ensuring that each Authorised User adheres to these Terms and Conditions where applicable.
4.2 In relation to your Authorised Users, you agree as follows:
4.2.1 there is no maximum number of Authorised Users that you may authorise to access and use the Service, however you undertake to act reasonably in this regard, recognising that the Service is built specifically for micro-businesses (usually between 1-10 team members) and not for larger corporate entities;
4.2.2 you will not allow any User Accounts to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services;
4.2.3 each Authorised User shall keep a secure password for his use of the Services and each Authorised User shall keep his password confidential;
4.2.4 each Authorised User must be operating as part of your primary business offering and in particular must have a registered email address on your one single business domain;
4.2.5 you shall maintain a written, up to date list of current Authorised Users and promptly provide such list to us at our request.
5. CLIENT DATA AND PERSONAL DATA
5.1 You acknowledge that you are responsible for all Client Data placed into the Connectably System, and that you shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Data. We are not in any way responsible for your Client Data nor the conduct of your Authorised Users (unless and in so far as you request us for specific assistance and in doing so we temporarily act as an Authorised User).
5.2 The Agreement between you and us does not operate in any way to give us any rights or ownership to your Client Data, except for the limited rights that enable us to offer you the Services as anticipated below.
5.3 The Service we provide to you requires our systems to access, store, back up and sync your Client Data from time to time. You give us permission to do those things, and this permission extends to our trusted third party suppliers, such as our software developers. Where we access your Client Data, we agree to treat this as confidential at all times, and shall ensure that our third party suppliers do the same.
5.4 In the event of any loss or damage to your Client Data, please notify us and we will use our reasonable commercial endeavours to restore the lost or damaged Client Data from the latest daily or weekly back-ups maintained by us. Provided we have fulfilled our obligation as set out in this clause, we will not be responsible for any loss, destruction, alteration or damage to your Client Data howsoever caused. We advise all of our customers to ensure that they maintain sufficient back-ups and copies of Client Data on their own systems at all times.
5.5 We do not accept any responsibility for any loss, destruction, alteration or disclosure of Client Data caused by any third party, such as integration partners (except our third party suppliers who are contracted by us to perform services related to the Services).
5.6 GDPR: If we process any personal data on your behalf when performing obligations under the Agreement, we do so on the basis that you shall be the Data Controller and we shall be the Data Processor (as defined under the Data Protection Act 2018 (“Act”)). We shall process the personal data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by you. Both the Company and Client shall comply with the Act at all times.
5.7 You shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and store the personal data in accordance with the Agreement on your behalf.
6. OUR OBLIGATIONS
6.1 We undertake to provide the Service with reasonable skill and care.
6.2 We will apply industry-standard measures to protect your Client Data. These measures are designed to protect the integrity of Client Data and guard against the unauthorised or unlawful access to, use, and processing of Client Data.
6.3 We will endeavour to make the Service available to you during the term of the Agreement. However, due to the nature of internet services, we can’t guarantee that the Service will be available and uninterrupted at all times. We may also need to suspend services from time to time to make improvements or to fix things, and we will provide reasonable notice on our website to advise you of this. Therefore, we are not able to accept any responsibility if, for any reason, the Connectably System (or any part of the Services) are temporarily unavailable.
7. CLIENT OBLIGATIONS
7.1 You agree not to use or access the Connectably System or the Service in any way that:
7.1.1 may be unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethically offensive;
7.1.2 depicts sexual or explicit images or promotes unlawful violence;
7.1.3 may be discriminatory based on race, gender, colour, religious belief, sexual orientation or disability;
7.1.4 could cause damage or injury to any person or property;
7.1.5 stores information relating to children under the age of 18 years;
7.1.6 stores medical or health-related information;
7.1.7 facilitates illegal activity;
7.1.8 could infringe the privacy, confidentiality or intellectual property rights of any third party; or
7.1.9 knowingly introduces viruses or other things that are malicious or technologically harmful.
7.2 Inappropriate Use – we may terminate your account if you engage in any practice that is, in our sole discretion, objectionable, unlawful, obscene, pornographic, threatening, abusive, libelous or hateful, or that encourages conduct which would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law. This includes, but is not limited to:
7.2.1 content that in any way exploits minors under 18 years of age
7.2.2 viruses, worms, phishing, malware, or any other potentially harmful software
7.2.3 marketing to any lists of associations, memberships, voters or realtors, or any other lists whose recipients did not express explicit consent to receive such marketing material
7.2.4 products, services, or content that are often associated with abusive business practices or spam, such as:
7.2.5 pornography or illicitly pornographic sexual products, including but not limited to adult magazines, video and software, escort services, dating services, or adult “swinger” promotions
7.2.6 illegal drugs, software, media, or other goods
7.2.7 manufacture, importation, posession, use and/or distribution of marijuana or any other violation of the Controlled Substances Act
7.2.8 instructions on how to assemble or otherwise make bombs, or other weaponry
7.2.9 online and direct pharmaceutical sales
7.2.10 debt collections, credit repair and debt relief offerings
7.2.11 stock picks or promotions
7.2.12 “get rich quick” and other similar offers, including cryptocurrency sales and promotions
7.2.13 promoting pyramid schemes or network marketing (i.e. MLM) businesses
7.2.14 odds making and betting/gambling services, including but not limited online casino games, and sporting events
7.3 Unsolicited Email: Connectably strictly prohibits any involvement in Unsolicited email campaigns (more commonly called “Spam”).
7.3.1 Connectably maintains a Zero-Tolerance policy against Spam, whether direct, indirect or through any affiliate or agent acting on the your behalf.
7.3.2 As determined by Connectably’s sole discretion, you shall have proof that all individuals in the your database have opted in or otherwise agreed to receive communications from the you.
7.3.3 All lists used in conjunction with the services provided by Connectably are required to be 100% solicited (opt-in) lists. This means that the individuals on the list have explicitly agreed to receive information from your business entity. The practice of bartering, purchasing or renting lists of names and sending emails to those people is strictly prohibited.
7.3.4 Marketing lists containing email addresses within Connectably cannot be shared / duplicated / transferred between individual accounts.
7.3.5 Furthermore, in accordance with the Data Protection Act (2018) legislation, all email messages sent using Connectably’s services must use the Connectably-provided opt-out link, must include a valid physical address of the sender and must contain a clear subject line that does not mislead the recipient as to the contents of the email. You are advised to consult legal advice to ensure compliance with all local laws.
7.3.6 The opt-out link may not be excessively “padded” with line-breaks or similar means to deceive recipients.
7.3.7 The complaint rate (“feedback rate”) may not exceed the accepted industry standard at the time of transmission. Failure to comply will result in suspension of your account.
7.3.8 As of the writing, the industry standard for complaint rates is less than .1% (1/1000) on a per Email/Internet Service Provider basis. It is your sole responsibility to maintain under the then-current industry standard.
7.3.9 Unsubscribe requests must be processed immediately.
7.4 You shall not at any time:
7.4.1 attempt to copy, modify, duplicate, ,republish, transmit, or distribute all or any portion of the Connectably Software or Documentation, except to the extent expressly permitted under the Agreement or as may be allowed by applicable law; or
7.4.2 access all or any part of the Service in order to build a product or service which competes with the Service; or
7.4.3 use the Service to provide services to third parties or make the Service available to any third party except for the Authorised Users.
7.5 You will ensure that the Authorised Users use the Service and the Documentation in accordance with the terms of the Agreement and you shall be responsible for any Authorised User’s breach of the Agreement.
7.6 You must obtain and maintain all necessary licences, consents and permissions necessary for us to perform our obligations under the Agreement, including without limitation the Service.
7.7. You are solely responsible for procuring and maintaining network connections and telecommunications links from your systems to enable you to access the Connectably System and utilise the Services. You remain responsible for any problems, delays, delivery failures arising from or relating to your network connections or telecommunications links or caused by the internet.
7.8 You will comply with all applicable laws and regulations with respect to its activities under the Agreement.
7.9 For the avoidance of doubt, our responsibilities as provider of the Service do not extend to any internal management or administration of the Connectably System. You are entirely responsible for:
7.9.1 maintaining the confidentiality of passwords and integrity of Administrator/User accounts; and
7.9.2 managing access to Administrator and Authorised User accounts.
7.10 We reserve the right to disable access to the Connectably System if we believe that you (or any of your Authorised Users) are in breach of the terms of this clause 8. If we enforce these rights, then we do so with no liability to you.
8. THIRD PARTY RIGHTS AND REQUESTS
8.1 Any person not a party to this Agreement shall not have any rights under or by virtue of the Contracts (Rights of Third Parties) Act 1999.
8.2 “Third Party Request” means a request from a third party for records relating to the Connectably System, including an Authorised User’s use of the Service, Client Data, information in or from an Authorised User or Client’s account in general. Third Party Requests may include valid search warrants, court orders, or subpoenas, or any other request.
8.3 You are responsible for responding to Third Party Requests via your own access to Client Data and account information. You will seek to obtain information required to respond to Third Party Requests and will contact us only if you cannot obtain such information despite diligent efforts.
8.4 We will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third Party Request, to:
8.4.1 promptly notify you of our receipt of a Third Party Request;
8.4.2 comply with your commercially reasonable requests regarding any efforts to oppose a Third Party Request; and
8.4.3 provide you with information or softwares required for you to respond to the Third Party Request (if you are otherwise unable to obtain the information).
9. INTELLECTUAL PROPERTY RIGHTS.
9.1 You acknowledge and agree that all Intellectual Property Rights arising in connection with the Connectably Software and the Service shall remain the property of the Company. All rights, including moral rights, are reserved. Other than as expressly set out in these Terms and Conditions, you are not granted any Intellectual Property Rights in or to the Service or the Connectably Software.
9.2 All Intellectual Property Rights in and to your Client Data remains vested with you. You grant us only the limited rights that are reasonably necessary for us to offer the Services (e.g. hosting of Client Data or use of your trade mark in order to identify your Connectably System). This permission also extends to our trusted third party suppliers who are contracted by us to perform services related to the Services.
9.3 You agree that we may include your name and/or logo or trade mark in a list of our clients on our website or in promotional materials.
10. FEES AND PAYMENT
10.1 You will pay the Fee – either the Annual Fee or the Monthly Fees, as applicable based on your choice at subscription – as set out in accordance with the payment terms in this Agreement.
10.2 All Fees are non-refundable except as required by law.
Suspension or termination of service
10.3 We may suspend or terminate the Service if Monthly Fees remain outstanding despite notification from us that they are due for payment. Although, we will use reasonable endeavours to contact you in writing in advance to to advise that we are suspending or terminating the Service, specifically in order that you may download your Client Data prior to cessation of Service.
10.4 At the end of the Initial Term, the Service will automatically renew on a rolling annual basis and we will bill the Annual Fee at that point, or continue to bill the Monthly Fees (depending on your initial choice at subscription). The Fee covers your usage of the Service, unless and until you choose to terminate the Agreement in accordance with clause 12 of these Terms and Conditions.
10.5 Following expiry of the Initial Term, we may revise the Monthly Fees and Annual Fees by providing at least 30 days’ written notice to you prior to the change taking effect. You will be able to choose to terminate the Agreement if you do not wish to accept the increase in Monthly Fees.
11. TERM AND TERMINATION.
11.1 The Agreement shall commence on the Commencement Date.
11.2 The Initial Term of the Agreement is as set out in the table above. Following expiry of the Initial Term, this Agreement will automatically renew and continue to renew unless and until terminated by either party in accordance with these Terms and Conditions.
11.3 You agree that there is no right of termination during the Initial Term.
11.4 If you have elected to pay by Annual Fee, then you may give us written notice (via email support [@] connectably.com) that you do not wish to renew your usage of the Service at the end of the Initial Term, but this written notice must be received not less than 7 days’ before expiry of the Initial Term. Once your annual renewal to the Service takes place, then there is no right of termination until a further year has elapsed. In each subsequent year that you access the Service, you may provide (not less than) 7 days’ written notice prior to expiry of the year’s service if you do not wish the renewal to take place. We will acknowledge your termination notice in writing (via email) and confirm the termination date.
11.5 If you have elected to pay by Monthly Fee, then after expiry of the Initial Term, you may give notice to terminate your usage of the Service by providing at least 7 days’ written notice prior to the end of the monthly billing period. We will acknowledge your termination notice in writing and confirm the termination date.
11.6 Either the Company or you may terminate the Agreement if: (i) the other party is in material breach of the Agreement and fails to remedy that breach within 30 days after receipt of written notice or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
11.7 Effects of Termination. On termination of the Agreement, all rights granted to you to access the Services and the Connectably System shall cease. Upon notice of termination you will be expected to use the 7 days’ notice period to access your Connectably System for the purpose of exporting all Client Data to an alternative location. We are under no obligation to assist with this process. At the end of the 7 days’ notice period (and upon termination) the rights granted by us in relation to the Service will cease immediately and after a commercially reasonable period of time, we will delete your Connectably System and any Client Data shall be irretrievably deleted.
11.8 The following sections will survive termination of this Agreement: 9 (Third Party Requests), 10 (Intellectual Property Rights), 11 (Fees & Payment), 12.4 (Effects of Termination), 10 (Indemnification), 14 (Liability) and 15(Miscellaneous).
You agree to indemnify, defend, and hold harmless the Company from and against all liabilities, damages, and costs (including settlement costs and reasonable legal fees) arising out of any claim by a third party against us regarding: (i) Client Data; (ii) your use of the Services in breach of this Agreement; or (iii) your Authorised Users’ use of the Services in breach of this Agreement (except where and in so far as we are acting as your Authorised User).
13.1 To the fullest extent permitted by law, the Company and its affiliates, suppliers, and distributors will not be liable under this Agreement for any: (i) indirect, special, incidental, consequential, exemplary, or punitive damages; or (ii) loss of use, data, business, revenues, or profits (in each case whether direct or indirect), even if that party knew or should have known that such damages were possible.
13.2 Limitation on Amount of Liability. To the fullest extent permitted by law, the Company’s aggregate liability under the Agreement will not exceed the amount paid by you for the Services during the 12 months prior to the event giving rise to liability.
13.3 The Services are provided “as is” to the fullest extent permitted by law, except as expressly stated in this Agreement, we do not make any warranty of any kind, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular use, or non-infringement.
13.4 Due to the nature of the internet, we do not guarantee that the Connectably System will be secure or free from bugs or viruses, so you should always use your own virus protection software.
14.1 We may revise these Terms and Conditions from time to time and the most current version will always be available on our website https://connectably.com. If a revision, in our sole discretion, is material, we will notify you in writing by sending an email to the email address associated with the applicable account. By continuing to access or use the Service after revisions become effective, you agree to be bound by the revised Terms and Conditions. If you do not agree to the revised Terms and Conditions, you may terminate the Services by providing written notice within 7 days of receiving notice of the change.
14.2 The Agreement constitutes the entire agreement between the parties with respect to the subject matter of the Agreement and supersedes and replaces all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to the subject matter of the Agreement.
14.3 The Agreement, and any dispute or claim arising from it, shall be construed in accordance with the laws of England and Wales and is subject to the exclusive jurisdiction of the courts of England and Wales.
14.4 Unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect.
14.5 Notices must be sent via first class, airmail, or overnight courier and are deemed given when received. Notices to you may also be sent to the applicable account email address and are deemed given when sent. Notices to the Company must be sent by recorded delivery to Connectably Ltd at its registered company address.
14.6 You may not assign or transfer the Agreement or any rights or obligations under the Agreement without our prior written consent. The Company may assign this Agreement or any rights or obligations under the Agreement to an affiliate or in connection with a merger, acquisition, corporate re-organisation, or sale of all or substantially all of its assets without providing notice.
14.7 Confidentiality. Both the Company and Client agree not to share, use, copy, adapt, alter, distribute, duplicate or disclose any confidential information that the other party share with it (other than any information which is required to be disclosed by law).
14.8 Force Majeure. Except for payment obligations, neither the Company nor Client will be liable for inadequate performance to the extent caused by a condition that was beyond the party’s reasonable control (for example, natural disaster, act of war or terrorism, riot, labour condition, governmental action, and Internet disturbance).