TERMS AND CONDITIONS
- "We", "Our" or "TTS" means True Track Software.
- "You" and "Your" means you, the person using our products, services or visiting our Website;
- "Services" or "Service" means all products, goods or services we provide and anything else we do for you, including allowing you to access our Website;
- "Pyramid" is a software application written and designed by True Track Software.
- "Service Availability" is defined as the ability to access and use of the Pyramid application.
TRUE TRACK SOFTWARE TERMS AND CONDITIONS
These terms and conditions govern your use of our website, products or services; by using our website, products or services, you accept these terms and conditions in full. If you disagree with these terms and conditions or any part of these terms and conditions, you must not use our website, products or services. You must be at least 18 years of age to use our website, products or services. By using our website and by agreeing to these terms and conditions you warrant and represent that you are at least 18 years of age.
Our Products and Services are aimed at business customers, who are based in or trade in the UK.
The wording below sets out the terms and conditions on which True Track Software LLP of Swift House, Liverpool Road, Newcastle-Under-Lyme, ST5 9JJ provides services and applications to persons and companies. We provide the following Services:
- Business Management Software (Pyramid).
- Web Design.
- Web Application Design.
- Web Site Hosting Provison.
- Intranet Solutions.
- System Training & Consultancy.
- KPI / Management Reporting.
- Networking Solutions, Services & Maintenance.
- 1.1 Definitions
- 1.1.1 "We", "Our", “Us” or "TTS" means True Track Software LLP (Company Number OC379114)
- 1.1.1 "We", "Our", “Us” or "TTS" means True Track Software LLP (Company Number OC379114)
- 1.1.2 "You", "Your", “Customer” and “Visitor” means you, the person using our products, services or visiting our Website
- 1.1.3 “Deposit” means 25% of the total cost to You, as set out in the relevant Sales Order
- 1.1.4 "Services" or "Service" means:
- 184.108.40.206 all products, goods or services We provide to You, including but not limited to:-
- 220.127.116.11.1 Business Management Software (Pyramid).
- 18.104.22.168.2 Web Design.
- 22.214.171.124.3 Web Application Design.
- 126.96.36.199.4 Web Site Hosting Provision.
- 188.8.131.52.5 Intranet Solutions.
- 184.108.40.206.6 System Training & Consultancy.
- 220.127.116.11.7 KPI / Management Reporting.
- 18.104.22.168.8 Networking Solutions, Services & Maintenance.
- 22.214.171.124 any work undertaken by TTS for You, and
- 126.96.36.199 allowing You to access our website
- 188.8.131.52 providing Pyramid to You
- 1.1.5 "Pyramid" is a software application written and designed by True Track Software
- 1.1.6 "Service Availability" means the ability to access and use of the Pyramid application
- 1.1.7 “Sales Order” means the initial order confirmation sent to You by TTS, which sets out the products and/or services You have requested and We will provide on receipt of a signed copy of the Sales Order
- 1.1.8 “Invoice” includes any and all Invoices raised in respect of Services, whether complete or contemplated
- 1.1.9 “Project” means the Services or work set out in the Sales Order, and any ancillary work that is required by You.
- 1.1.10 “Pyramid Service Provision” means the provision of software application(s) hosted on our server and accessed by you from a remote location or installed locally onto your local area network.
- 1.1.11 “Pyramid Subscription” means Your subscription to TTS for Pyramid and/or for Pyramid Service Provision
- 1.1.12 “Pyramid Modules” means the additional or ancillary optional parts of Pyramid that You may subscribe to TTS for in addition to Your Pyramid Subscription.
- 1.1.13 “Re-connection Fee” means the £200 fee required to reconnect You to TTS’s Services following termination of a contract between You and TTS. The fee is required to cover development during the period of disconnection.
- 1.1.14 “Users” means the people who will be using Pyramid under your Pyramid Subscription
- 1.2 The rules of interpretation in this clause apply to these Terms and Conditions as a whole
- 1.3 Clause and Schedule headings do not affect the interpretation of this agreement.
- 1.4 Except where a contrary intention appears, a reference to a clause or a Schedule is a reference to a clause of, or Schedule to this agreement.
- 1.5 Unless otherwise specified, a reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
- 1.6 A person includes a corporate or unincorporated body.
- 1.7 Writing or written includes faxes and e-mail.
- 1.8 Any obligation contained in these term and conditions on a person not to do something includes an obligation not to agree or allow that thing to be done.
- 1.9 Words importing one gender include all other genders and words importing the singular include the plural and vice versa
- 1.10 If any of the provisions of these Terms shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining Terms, which shall continue to be valid to the fullest extent permitted by applicable laws.
- 1.11 All notices which are required to be given in accordance with these Terms shall be in writing and may be delivered personally or by first class prepaid post to the registered office of the party upon whom the notice is to be served or any other address that the party has notified the other party of in writing, by email or facsimile transmission. Any such notice shall be deemed to have been served: if by hand when delivered, if by first class post 48 hours following posting and if by email or facsimile transmission, when that email or facsimile is received.
- 1.12 These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.
2. Customer Orders
- 2.1 When You request any TTS Service(s), TTS will provide You with a Sales Order and an Invoice for the Deposit.
- 2.2 By requesting TTS’s Services, You warrant that any information provided to TTS by You is accurate, current and up to date information.
- 2.3 The Sales Order, together with these Terms and Conditions (as applicable) establishes the contract between You and TTS.
- 2.4 Save by agreement or variation of the Sales Order agreed between a director of TTS and You, before TTS provide any Service(s) to You, or commence any work in respect of a Project, You will:-.
- 2.4.1 pay the Deposit
- 2.4.2 date, sign and return a copy of the Sales Order as acknowledgment of these Terms and Conditions within 5 days of receiving the Sales Order.
3. Invoicing and Payment
- 3.1 TTS will provide You with an Invoice for the Deposit within 5 working days of receiving a dated and signed copy of the Sales Order.
- 3.2 TTS will provide You with an Invoice for the balance due for the Services set out in the Sales Order within 1 week of commencing work on a Project or providing any Services to You.
- 3.3 You agree to pay the Invoice in full within 30 days of receiving the Invoice, except:
- 3.3.1 Where there is a written agreement between the directors of TTS and You, specifying alternate payment arrangements
- 3.3.2 Where the project is not completed by True Track Software, subject to clause 3.4.
- 3.4 Where TTS have begun work on the Project and TTS requires additional information or guidance from You, and has requested that information or guidance, has been requested, and You have not provided the same within 7 days, then the balance of the Invoice will be due:-
- 3.4.1 30 days after the date of the Invoice, or
- 3.4.2 where 25 days or more have elapsed from the date of the Invoice, within 7 days of TTS giving You Notice that, as a result of Your failure to provide the requested information, the sums are due.
- 3.5 TTS may remove, suspend or prevent the use of or access to any of TTS’s Services or ancillary products that TTS is providing to You until all overdue Invoices are paid in full.
- 4.1 Whilst reasonable efforts are made by TTS to give satisfaction to You by ensuring reasonable standards of skill, integrity and reliability to complete a Project in accordance with the details as provided by You, no liability is accepted by the TTS for any direct, indirect, incidental, special, consequential or exemplary damages including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses (even if TTS has been advised of the possibility of such damages), whether such liability arises due to an indemnity, tort, negligence, breach of contract, misrepresentation or for any other reason.
- 4.2 For the avoidance of doubt, TTS does not exclude liability for death or personal injury arising from its own negligence or for any other loss which it is not permitted to exclude under law.
- 4.3 TTS prohibits the use or dissemination of illegal, abusive or offensive content, including content with promotes or incites illegal activities in any jurisdiction and content that you do not own the intellectual property rights for. Where You (negligently, wilfully or otherwise);
- 4.3.1 place or allow any such content on Your websites,
- 4.3.2 include such content in communications with third parties TTS may terminate the Contact with You without further reference to You.
- 4.4 Unless otherwise agreed, completed Projects supplied by TTS pursuant to these Terms are deemed to be under Your control. You agree to be responsible for all content uploaded, disseminated or used through TTS’s services, whether wilfully, negligently or otherwise.
- 4.5 You will indemnify and keep indemnified TTS against any losses incurred by TTS arising out of any Project or arising out of any non-compliance with, and/or as a result of any breach of, these Terms by You including but not limited to losses incurred as a result of the content of your Website, emails or other information disseminated using TTS’s services.
- 4.6 No failure or delay by any party to exercise any right, power or remedy shall operate as a waiver of it, nor shall any partial exercise preclude further exercise of the same or any other right, power or remedy.
5. Force Majeure
- 5.1 The obligations of each party under this contract shall be suspended during the period and to the extent that such party is prevented or hindered from complying with them by any cause beyond its reasonable control, including but not limited to an act of god, flood, fire, earthquake, terrorism, riots, civil disorders, strikes, lockouts or other forms of industrial action on the part of True Track Software staff.
- 5.2 In the event that the party is prevented from complying with their obligations under this contract for more than 60 consecutive days, either party may terminate this contract immediately upon written notice to the other party.
6. Intellectual Property Rights
- 6.1 You warrant that all copyright, trademarks, patents and other intellectual property rights used in a Project belong to You, or that You have a licence to use such rights in the way you have instructed TTS to do so.
- 6.2 You warrant that you have all the necessary intellectual property rights on a worldwide basis in respect of the content that You, Your employees or Your Users upload, use or disseminate using TTS’s services or products.
PYRAMID SUBSCRIPTION TERMS AND CONDITIONS
7. Terms and Conditions
- 7.1 Clauses 7-15 apply when you access and/or use the Pyramid Subscription service.
8. The System
- 8.1 Pyramid and all other material, information and services made available to you under this Agreement are part of our computer system (the "System").
- 8.2 The System comprises hardware, software, and communications facilities which are continually amended and updated by both us and third party suppliers (the "System Suppliers").
- 8.3 You accept that the System will be amended and updated at TTS’s discretion.
- 8.4 You agreed that TTS have not made any representation nor warranty to you regarding the availability, reliability, suitability or timeliness of the updates and amendments referred to at 7.3, nor of the System at the date of the Sales Order.
- 8.5 TTS agrees to use all reasonable endeavours to ensure that the System will (subject to other terms of this Agreement) be available at all times.
- 8.6 You accept that clause 7.5 is subject to the availability and reliability of third party products. You understand and agree that TTS is not responsible for the failure of any third party product.
- 8.7 You understand that, occasionally, the System will not be available. TTS will endeavour to avoid this, but for example, when updates are being installed, You accept that this may be unavoidable.
9. Pyramid Modules
- 9.1 The Pyramid Modules specified on the Sales Order will be provided to You, [from the date of installation].
- 9.2 You may add to or vary the selection of Pyramid modules which You wish to license from time to time during the continuance of this Agreement by written request to TTS. On receipt of a signed return Sales Order, TTS will amend Your Pyramid Subscription to include the additional Pyramid Modules.
10. Software Licences
- 10.1 For the sole purpose of access to and use of Pyramid and the System, TTS hereby grant to You a non-exclusive, non-transferable licence to use our software to enable You to use Pyramid during the Term of this Agreement.
- 10.2 Pyramid may only be used by You (and only by the number of users paid for by You) for the sole purpose of using Pyramid as licensed to You.
- 10.3 You agree that, for functionality and licensing purposes, You will use Pyramid through the latest edition of the web browser currently known as Firefox, or such other web browser as TTS specify from time to time.
11. Pricing, Account Billing, Invoicing and Refunds
- 11.1 Except where otherwise agreed in writing between a Director of True Track and You, You will pay monthly in advance on the 1st day of each month for the use of Pyramid, the associated Pyramid Services, and any Pyramid Modules.
- 11.2 TTS reserves the right to suspend and/or cancel Your account where payment is not made on 1st of each month.
- 11.3 If payment remains outstanding for 1 month or more, You will be given 7 days notice to pay the outstanding amount then due. Failure to pay the amounts due will result in TTS suspending Your account until further notice.
- 11.4 TTS will not provide refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.
- 11.5 Payment can be made by credit or debit card on the administration page within Pyramid or by standing order set-up from Your bank account.
- 11.6 TTS reserve the right to change the pricing plans. New users should contact our sales team for a up to date quote. Existing clients will be notified 1 month in advance of any changes to the amounts payable under clause 11.1.
- 11.7 If You wish to cancel Your Pyramid Subscription You will give TTS not less than 30 days Notice of the date on which Your subscription will end.
12. Cancellation, Termination and use of Your Data
- 12.1 Where TTS or You cancel an account under the terms of this Agreement, You will pay for TTS’s Services until the end of that month in which the account is cancelled. No refunds will be due from TTS.
- 12.2 Where your account has been cancelled, TTS will archive your data in a secure backup facility for 6 months.
- 12.3 Within 7 days of receiving a written request by You, and subject to compliance with clause 11.5, TTS will supply a copy of Your data to You.
- 12.4 Following cancellation of Your Pyramid Subscription, if You comply with clause 11.2, Your data will be made available in a MySql database format with a standard extraction. TTS may be able to provide the data in other formats and can also write tailored exports in specified formats by agreement and on Your request.
- 12.5 An administration fee is payable prior to any requested data extraction. Please note that requesting the data in formats other than MySql will incur additional costs as a result of the additional time that will be required to complete the extraction.
- 12.6 TTS has no obligation to monitor and access Your account activity.
- 12.7 TTS may monitor Your account activity for any reason, including but not limited to:
- 12.7.1 if (for any reason) TTS believes there is questionable material in use through your account, or
- 12.7.2 to provide You with customer support.
- 12.8 TTS reserves the right to terminate Your account(s) (whether Trial or Paid) if any material referred to in clause 11.7 is disseminated by or stored on Your account. TTS will notify You and discretion will be used.
- 13.1 Your use of the service is at your sole risk.
- 13.2 The Pyramid Service is provided on an “as is” and “as available” basis.
- 13.3 TTS does not warrant that:
- 13.3.1 The service will meet your specific requirements.
- 13.3.2 The service will be uninterrupted, timely, secure, or error-free
- 13.3.3 The results that may be obtained by You from the service will be accurate or reliable
- 13.4 You understand and agree that TTS is not liable for any direct, indirect, incidental, special, consequential or exemplary damages including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses (even if TTS has been advised of the possibility of such damages), resulting from;-
- 13.4.1 Your use or inability to use the service
- 13.4.2 The cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or any messages received or transactions entered through or from the service
- 13.4.3 Unauthorised access to or alteration of Your transmissions of data
- 13.4.4 Statements or conduct of any third party on or involved in providing the service
- 13.4.5 Any other matter relating to Your use of Pyramid.
- 14.1 Where Your Pyramid account has previously been cancelled, re-opening a Pyramid account will be subject to payment of a Re-connection Fee.
- 14.2 True Track Software may refuse to re-connect You to Pyramid and the associated services if, for any reason, You are disconnected.
15. Bulk Email Service
- 15.1 You will not send illegal, abusive or offensive e-mails and/or Spam through Pyramid.
- 15.2 Where You breach clause 14.1, TTS may cease to provide further services to you with immediate effect.
15a Source Code and Data Ownership
- 15A.1. True Track Software reserves the right to refuse or remove any content submitted via the Service although you acknowledge and accept that True Track Software are not obliged to monitor such content as a standard part of the Service provided.
- 15A.2. True Track Software houses all Software on servers which are either owned by True Track Software or leased from third parties. Unauthorised distribution of the Software without prior consent is strictly prohibited and includes placing our Software on any physical or virtual servers or mediums without special agreement or written consent form True Track Software
15b Data Loss & Backups
- 15B.1. True Track Software will not accept under any circumstances the liability for any loss of customer data whether that be through general use, hacking or server failure.
- 15B.2. True Track Software will operate daily and weekly incremental backups of the subscription account data and the server itself.
- 15c.1. True Track Software will at all times be committed to ensuring the confidentiality of information. Any information submitted by the customer will only be used by True Track Software in accordance with the instructions of the customer or in accordance with the terms of this agreement.
- 15C.2. Each party agrees and undertakes that during the term of this Agreement and thereafter it will keep confidential, and will not use for its own purposes, any information of a confidential nature which may become known to that party from the other party ("Confidential Information") nor without the prior written consent of the other party disclose to any third party any Confidential Information unless the Confidential Information: (a) is in the public domain at the Effective Date of this Agreement; (b) is already known to that party at the time of disclosure; (c) becomes public knowledge other than by breach of this Agreement; or (d) subsequently comes lawfully into the possession of that party from a third party who is under no obligation of confidentiality.
15d Data Protection
- 15D.1. Where True Track Software is processing any personal data relating to the [Customer] in connection with the provision of the Services, it is doing so on behalf of the [Customer] as a "Data Processor" and the Customer is the "Data Controller" under the Data Protection Act 1998 (the “Act”). Definitions in this clause have the meanings given in the Act. True Track Software will comply with its obligations under the Act as Data Processor.
- 15D.2. To the extent that either you or True Track Software is acting as a Data Controller under this Agreement, it will comply with the Act.
- 15D.3. To the extent that True Track Software is a Data Processor in respect of any Personal Data Processed by it under this Agreement, True Track Software will:
- 15D.3.1 only Process Personal Data as is necessary to perform its obligations under this Agreement and ensure that such data shall be held and Processed only in accordance with the Act;
- 15D.3.2 Process the Personal Data only for such purposes as instructed by you provided that in so doing there is no breach of applicable legislation;
- 15D.3.3 comply with any instructions you give Us in relation to the collection of Personal Data (where We do this on your behalf) in respect of your marketing intentions in respect of such Personal Data provided that in so doing there is no breach of applicable legislation;
- 15D.3.4 put in place and at all times maintain appropriate technical and organisational measures against unauthorised, accidental or unlawful access to the Personal Data (having regard to the state of technological development and the costs of implementing any such measures) as well as reasonable security programmes and procedures for the purpose of ensuring that only authorised True Track Software personnel have access to the Personal Data processing equipment to be used to Process the Personal Data, and that any persons whom it authorises to have access to the Personal Data shall respect and maintain all due confidentiality;
- 15D.3.5 promptly provide you with all information in its possession concerning any unauthorised or accidental disclosure or access made by any True Track Software staff or any other identified or unidentified third party to any Personal Data held by it on behalf of you.
- 15D.3.6 promptly comply with any change of instructions from you relating to: (a) the Personal Data, and (b) True Track Software's role as a Data Processor, as issued in accordance with this Agreement and/or as otherwise required by changes or amendments to applicable law or regulatory requirement;
- 15D.3.7 not cause any Personal Data to be transferred outside the European Economic Area unless a data export contract is first entered into between you and the relevant data importer on terms substantially similar to those approved by the European Commission; and
- 15D.3.8 to use reasonable endeavours to procure that any permitted sub-contractor of True Track Software's will comply with the obligations under this clause to the extent that such sub-contractor will be processing Personal Data.
WEB SITE AND WEB HOSTING TERMS AND CONDITIONS
16. Terms and Conditions
Clauses 16-21 apply when TTS provides You with a web site and/or web hosting and/or for other related service provisions.
17. Placing your order, acceptance and payment terms
Where Invoices are unpaid once due, TTS may remove or suspend any services or products that we are providing to or for You until unpaid Invoices are paid in full.
18. The Design Process
- 18.1 You may make any number of revisions during the design process, providing that You provide a coherent approach to the changes.
- 18.2 All designs must be approved and finalised by You before TTS will allow Your website to go live.
- 18.3 Once Your website is live, any revisions to the site or graphic design work will be charged at the standard TTS hourly rates. These rates are available , and TTS will provide estimates for any work to be undertaken upon written request from You.
- 18.4 You warrant that you own or have permission to use any data, images or copy (text content) on Your website and You warrant that any such images, copy or other data is correct.
- 118.5 TTS may request amendments to the format of any data, images or copy supplied by You to TTS at any time. If You alter the format of any such data, images or copy otherwise than by request from TTS, any additional work required will be charged to You at standard TTS hourly rates.
- 18.6 TTS will not be responsible for any infringement of copyright on Your website. You are responsible for ensuring that Your website does not infringe the copyright of others. No refunds will be made where copyright infringement prevents project from completing or results in a website being taken offline.
19. Data Entry
- 19.1 In addition to any other website services, TTS may provide data entry services. Unless otherwise stated, TTS is not responsible for data entry, manual or imported into the site and, unless otherwise stated, any Sales Orders or contracts do not include any data entry costs.
- 19.2 Where you require data entry services and have paid for this additional service, TTS requires a comprehensive sample of the data to be input prior to the start of the project to allow TTS to ensure that database structuring is appropriate to the format and type of data to be input. If the format of any such supplied data is altered by You, additional costs may be payable as stated in clause 17.5.
20. Software Licensing
- 20.1 All software/code produced for You is fully owned by TTS, who retain the copyright to all such material produced by TTS.
- 20.2 Where a project is completed and all sums are paid under the relevant contract between TTS and You, TTS will provide You with a usage licence for software/code. Unless otherwise stated, this usage licence has no time-limit, but remains specific to You.
- 20.3 You will not alter, re-distribute and/or re-use any or all parts of any software/code supplied to You by TTS unless otherwise approved in writing by TTS.
21. Web Site Hosting/Recurring Services
- 21.1 TTS will automatically renew any recurring services/products including but not limited to Hosting accounts, Domain name registrations, SSL Certificates and Email accounts until You notify TTS that you wish to cancel a specific service in accordance with clause 20.2
- 21.2 Unless otherwise agreed in writing a Notice specifying the recurring service(s) that You wish to cancel must be given at least 5 working days before the renewal date of that service/product.
- 21.3 Where You purport to cancel use of a recurring service, but fail to comply with clause 21.2, TTS may charge up to the full renewal cost. TTS will make every effort to inform clients of upcoming renewal dates of recurring services/products, but it remains Your responsibility to request details of any such dates should they be required.
22. TTS Standard (Search Engine Optimization) (SEO) Services
- 22.1 TTS provide a selection SEO services to all websites provided.
- 22.2 SEO services, where it is possible to provide them, are intended to give Your website the basic foundations for further more advanced technologies that specialise in SEO to be applied to the website by a third party.
- 22.3 TTS can not guarantee Google page rankings, nor page rankings for related search engine websites, nor the results from our efforts in relation to these services. TTS advises You to seek a third party company that specialise in SEO for further development in this area should that be required.
- 22.4 TTS will provide the following services: -
- 22.4.1 Submit the site to Google, MSN, Bing;
- 22.4.2 Ensure the site is built with SEO in mind;
- 22.4.3 Create a Google Analytic accounts;
- 22.4.4 Ensure Meta Titles and Descriptions are understood by our clients and are in place.
- 22.4.5 Provide You with advice regarding the use of keywords.
- 22.4.6 Any future development of our sites will have SEO within the specification of the development.
23. The Website Maintenance Provision
- 23.1 TTS will provide You with support & maintenance for 12 months from the date of the invoice and go live of the website ("the Website Mantenance Provision").
- 23.2 The Website Maintenance Provision will cover all the products and services as agreed on the invoice and related documents for the project.
- 23.3 The Website Maintenance Provision will cover any faults, errors & protection from virus or malicious third party attacks on the website provding the website is hosted by TTS and you have a valid hosting account with TTS.
- 23.4 TTS will maintain the backup of the site including the source code and database for the duration of The Website Maintenance Provision provding the website is hosted by TTS and you have a valid hosting account with TTS.
- 23.5 The Website Maintenance Provision will not include any updates or upgrades to the website. If you require extra features, modules, upgrades or any work relating to SEO then TTS will provide a quote for any extra work required.
- 23.6 TTS will use reasonable endeavours to inform You of the upcoming renewal date of the The Website Maintenance Provision one month prior to its expiry. You may choose to renew the Website Maintenance Provision for a futher 12 months. If You renew the Maintenance Provision after the intial 12 month period a addtional charge may apply.
- 23.7 Any help, support or maintenance requested for the website where The Website Maintenance Provision has expired will be chargeable and a quote for the work will be provided by TTS for each request.