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Version 1.0 updated 1st January 2020
THIS TERMS & CONDITIONS OF USE WHICH INCLUDES THE ACCEPTABLE USE POLICY (“Agreement”) IS AN AGREEMENT BETWEEN YOU (“Registered User”, “You”) AND Salon App Global Ltd (“Salon App Global Ltd”, “Us”, “We”). THIS AGREEMENT STATES THE TERMS AND CONDITIONS UNDER WHICH YOU MAY ACCESS The Salon App. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING The Salon App. BY LOGGING INTO The Salon App YOU INDICATE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREE TO THE PROCESSING OF YOUR PERSONAL DATA IN The Salon App. IF YOU DO NOT ACCEPT THIS AGREEMENT, DO NOT ACCESS The Salon App.
The Salon App is cloud software owned and operated by Salon App Global Ltd and available with various platform options “The Salon App”. The platform option depends on the business purpose of the customer (“the Purpose”). You have been registered to use The Salon App as a result of a customer of Salon App Global Ltd (“Customer”) licensing the service from us with a Customer Licence Agreement.
We may make changes to the terms of this Agreement at any time. We will let You know what these changes are by posting them to the Terms link footer in The Salon App Set Up section and alerting you to any material changes, and it is Your responsibility as a Registered User to make sure that You are aware of them by checking for any changes on a regular basis. Changes will become effective as soon as they are posted. If You continue to use our service after the posting of changes to this Agreement, it means that You accept any such changes.
You will either be an Internal User (an employee of the Customer or one of its representatives operating on its behalf) or a Partner User (an employee or representative of an organisation partnering with the Customer to achieve the Purpose as defined by the Customer.
In these Conditions (except where the context otherwise requires references to a party to these Conditions include a reference to its successors and permitted assigns under these Conditions any words following the terms “including”, “include”, “for example” or any similar expression are by way of illustration and emphasis only and shall not limit the generality or extent of any other words or expressions references to any legislation include any modification or re-enactment of that legislation and any subordinate legislation made (before or after these Conditions) under that legislation
Basis of contract These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Salon App Global Ltd which is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising produced by Salon App Global Ltd and any descriptions or illustrations contained on Salon App Global Ltd’s website are produced for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
Salon App Global Ltd grants the Customer a non-exclusive, non-transferable right to use the Services solely for the Customer’s internal business operations. The Customer shall not access, store, distribute or transmit any material during the course of its use of the Services that: is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or in a manner that is otherwise illegal or causes damage or injury to any person or property, and Salon App Global Ltd reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause and remove any Customer Data, information or the electronic data uploaded by the Customer to its online account at its discretion without notice that is considered to breach the provisions of this clause. The Customer shall not: except as may be allowed by any Applicable Law which is incapable of exclusion by agreement between the parties: and except to the extent expressly permitted under these Conditions, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or access all or any part of the Services in order to build a product or service which competes with the Services; or use the Services to provide services to third parties; or license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party; or attempt to obtain, or assist third parties in obtaining, access to the Services. The Customer shall prevent any unauthorised access to, or use of the Services and, in the event of any such unauthorised access or use, promptly notify Salon App Global Ltd. The rights provided under this clause are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Salon App Global Ltd shall provide the Services to the Customer on and subject to the terms of these Conditions. Salon App Global Ltd shall maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Contract. Salon App Global Ltd shall use reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for: planned maintenance carried out during the maintenance window of 09.00 pm to 05.00 am UK time. For unscheduled maintenance performed outside of these Hours Salon App Global Ltd shall use reasonable effort to give the Customer at least 3 Business Hours’ notice in advance.
3. Customer Data
the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer is located in order to carry out the Services and Salon App Global Ltd’s other obligations under the Contract. The Customer shall ensure that it is entitled to transfer the relevant personal data to Salon App Global Ltd so that Salon App Global Ltd may lawfully use, process and transfer the personal data in accordance with these Conditions on the Customer’s behalf. The Customer shall ensure that the relevant third parties have been informed and consented to such use processing, and transfer as required by all applicable data protection legislation and each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
4. Customer Obligations
The Customer shall provide Salon App Global Ltd with all necessary co-operation in relation to the Contract and all necessary access to such information as may be required by Salon App Global Ltd in order to provide the Services, including but not limited to Customer Data, security access information and configuration services. Have and maintain adequate computer hardware and software to ensure they can access the functions of the Service,
comply with all Applicable Laws and regulations with respect to its activities under the Contract and carry out all other Customer responsibilities set out in these Conditions in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, Salon App Global Ltd may adjust any agreed timetable or delivery schedule as reasonably necessary to enable Salon App Global Ltd to provide and the Customer to use the Services; The Customer will be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Salon App Global Ltd’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
The price of the Services will be published on Salon App Global Ltd’s website as at the date the Contract is entered into. The Customer shall provide to Salon App Global Ltd valid, up-to-date and complete credit or debit card details and any other relevant valid, up-to-date and complete contact and billing details. The Customer authorises Salon App Global Ltd to bill such credit or debit card in advance on a monthly basis. The price of the Services is exclusive of VAT which is payable at the rate prescribed by law.
This clause sets out the entire financial liability of Salon App Global Ltd (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Customer. In respect of any breach of these Conditions, any indemnity given under these Conditions, any use made by the Customer of the Services or any part of either of them and any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Conditions. All warranties, conditions and other terms, express (other than those set out in these Conditions) or implied, statutory, customary or otherwise which but for this clause would or might subsist in favour of the Customer, are (to the fullest extent permitted by law) excluded from these Conditions.
Nothing in these Conditions limits or excludes the liability of Salon App Global Ltd for death or personal injury resulting from negligence, any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by Salon App Global Ltd.
Any liability that is not permitted to be limited or excluded by law subject to clause 3 shall not under any circumstances whatever be liable, whether or not arising pursuant to an indemnity, in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise for loss of profits, loss of business, depletion of goodwill or similar losses, loss of anticipated savings, loss or corruption of data or information or any indirect, consequential or pure economic loss, costs, damages, charges or expenses. Subject to clause 3, Salon App Global Ltd’s total liability, whether or not arising pursuant to an indemnity, in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising under or in connection with the performance or contemplated performance of the Contract shall in all circumstances be limited to a sum equal to the price paid for the Services in the 3 months prior to the date on which the liability arises. The Customer agrees to take all steps necessary to mitigate any losses, costs, expenses, claims and demands that it may seek to claim from Salon App Global Ltd under or in connection with the Contract including pursuant to any indemnity. Salon App Global Ltd shall have no liability to the Customer to the extent of any non-conformance which is caused by the use of the Services contrary to Salon App Global Ltd’s instructions, modification or alteration of the Services by any party other than Salon App Global Ltd, its duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Salon App Global Ltd will, at its expense, use reasonable endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
Salon App Global Ltd does not warrant that the Customer’s use of the Services will be uninterrupted or error-free, that the Services or the information obtained by the Customer through the Services will meet the Customer’s requirements and is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7. Intellectual Property
All Intellectual Property Rights belonging to a party prior to entering into the Contract will remain vested in that party. The Customer acknowledges and agrees that Salon App Global Ltd own all Intellectual Property Rights in the Services. Salon App Global Ltd confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Contract. The Customer shall not use any Intellectual Property Rights in Salon App Global Ltd’s trade marks and brands for any purpose without the Salon App Global Ltd’s prior written consent and then only if used in accordance with Salon App Global Ltd’s instructions as provided from time to time. The Customer undertakes that the performance of its obligations under the Contract and Salon App Global Ltd’s use of the Customer Data will not infringe any Intellectual Property Rights of any third party. Salon App Global Ltd shall indemnify, keep indemnified and hold harmless the Customer from and against all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses) costs, proceedings, damages and expenses (including legal and other professional fees and expenses) suffered or incurred by the Customer as a result of or in connection with any claim that the provision of the Services, or receipt of them by the Customer, the Customer’s use of any Intellectual Property Rights provided by the Supplier,
infringes the Intellectual Property Rights or other proprietary rights of any person.
The Customer shall keep confidential any Confidential Information that it may acquire and shall not use the Confidential Information for any purpose other than to perform its obligations under the Contract and will ensure that its officers and employees comply with the provisions of this clause.
Subject to the provisions for early termination in clause 2, the Contract shall continue for the Initial term, and thereafter until terminated by the Customer giving not less than 30 days’ notice in writing to Salon App Global Ltd (any such notice to expire on or after the Initial Period). Salon App Global Ltd shall delete all Customer Data 90 days from the date on which the Customer terminates the Contract.
Salon App Global Ltd shall be entitled to terminate the Contract immediately without giving notice to the Customer if the Customer commits a material breach and such breach is not capable of remedy or is capable of remedy, and the Customer fails to remedy the breach within 20 (twenty) Business Days after receipt of notice giving full particulars of the breach and requiring it to be remedied. An Insolvency Event applies to the Customer or the Customer fails to make any payment due to Salon App Global Ltd under the Contract within 5 Business Days after the due date for payment or the customer fails to provide a valid payment method. The Customer’s rights to access and use the Services shall terminate immediately when the Contract is terminated, for whatever reason. Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
10. Force Majeure
Neither party shall be liable to the other for any delay or non-performance of its obligations under the Contract arising from any Force Majeure Event.
Any notice given shall only be effective if it is in writing, sent to a party at its registered address or emailed to the email stored in contacts.
Salon App Global Ltd may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of Salon App Global Ltd.
13. Entire Agreement
These Conditions contains all the terms which the parties have agreed with respect to its subject matter and supersedes all previous agreements and understandings between the parties (whether oral or in writing) relating to such subject matter. Each party acknowledges and agrees that it has not been induced to enter into the Contract by a statement or promise which it does not contain.
14. Third Party Rights
For the purposes of the Contracts (Rights of Third Parties) Act 1999 the parties do not intend that any person who is not a party to the Contract shall have any right to enjoy the benefit or enforce any of the terms of the Contract.
No purported amendment or variation of the Contract or any provision of these Conditions shall be binding on the parties unless it is set out in writing and signed by an authorised representative of Salon App Global Ltd.
No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision of these Conditions is found by any court or administrative body of competent jurisdiction to be invalid, illegal or unenforceable then it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible that provision shall be deemed to be omitted from these Conditions and the validity and enforceability of the other provisions of these Conditions shall not be affected or impaired.
18.Governing Law and Jurisdiction
The formation, existence, construction, performance, validity and all aspects whatsoever of the Contract or any term of it and any issues, disputes or claims arising out of or in connection with it (whether contractual or non-contractual in nature) shall be governed by, and construed in accordance with English law and the parties irrevocably agree that the English Courts shall have exclusive jurisdiction.