Last modified: 15th June 2023
Please read these Terms and Conditions (“Conditions”) carefully. They constitute a legal agreement ("Agreement") between you and Quartile Software Limited, of 5, South Charlotte Street, Edinburgh, EH2 4AN.
In these Conditions, the terms “You”, and “The Customer” refer to the legal entity procuring and using the Salessound software, and any employee of, affiliate of, or adviser to that legal entity. The terms “Quartile”, “the Company”, “We”, “Us” and “Our” refer to Quartile Software Limited.
The Conditions set out the only terms under which any software provided by Us may be used by You.
In this Agreement, the following terms shall have the following meanings:-
2.1. Salessound software is provided as an online software service. Its use is licenced, and not sold. When you subscribe to the service, subject to your payment of the sum agreed for Your subscription to the Software, and subject to Your compliance with this Agreement, You are granted a non-exclusive, non-transferable worldwide licence to permit the Authorised Users to use the Salessound software and the Documentation during the Subscription Period. This license is solely for Your own use and internal business purposes and is not transferable except as expressly permitted under this Agreement or applicable law.
2.2. You may subscribe for a licence to use the Software:
either by:
a) Subscribing at our website at https://www.salessound.com
or by:
b) Subscribing at Microsoft’s AppSource website, at https://appsource.microsoft.com/
Whichever website you choose to subscribe on, these are the only Conditions which apply to your subscription. Microsoft may apply additional terms of their own, to govern your use of their AppSource website.
A free 14-day trial licence is available on our website. If you subscribe to a free trial licence, this Agreement and your right to use the Software will terminate at the end of the trial period. You may convert your free plan to a paid one. If you decide not to convert to a paid plan, any data you have entered will be deleted.
2.3. The Software may contain or be provided with components that are subject to open-source software licences. Any use of those components may be subject to additional terms and conditions and You agree that any applicable licences governing the use of the components will be incorporated by reference in this Agreement.
2.4. The Salessound Data Processing Agreement, at https://www.salessound.com/data-processing-agreement
2.5. forms an integral part of these Conditions. Your right to use any licence for Our Software includes your agreement to the terms of the Salessound Data Processing Agreement.
2.6. For any of your Authorised Users you undertake that:
i. You will assign each individual Authorised User an individual user login;
ii. the maximum number of Authorised Users that you authorise to access and use the Software and the Documentation shall not exceed the number of users allowed for the type of Subscription Plan you have purchased;
iii. you will not allow any user login 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 Software and/or Documentation; and
iv. each Authorised User shall keep a secure password for their use of the Software and Documentation and that each Authorised User shall keep their password confidential, and if required to by Us, use additional multi-factor authentication methods to access the Service.
v. You shall use best endeavours to prevent any unauthorised access to, or use of, the Software and the Documentation and, in the event of any such unauthorised access or use, promptly notify Us.
2.7 This Agreement commences on the date You subscribe to the use of the Software (“the Effective Date”).
3.1 All details, descriptions and prices for the Software we provide are correct at the time when the information was entered. Prices are displayed in the detailed descriptions and purchasing pages at the Salesound website.
3.2 Prices that are reduced for sales and promotions are only valid for the period specified. We reserve the right to adjust the price and specification of any item at our discretion.
3.3 We reserve the right to withdraw any offers to subscribe to licences for the Software from the Salesound website at any time. We have no liability to you or anyone else for the effects of withdrawing any items from our website or refusing to process an order.
4.1 You shall pay subscription fees to Quartile monthly in advance, commencing on the Effective Date.
4.2 Payment can be made by most major credit cards and must be made at the time of subscribing to use the Software. We accept payment in pounds sterling ("GBP") only on our website. Payment in other currencies may be possible when subscribing using the Microsoft AppSource website. You confirm that the credit/debit card that is being used is yours. All credit/debit card holders are subject to validation checks and authorisation by the card issuer. If the issuer of your card refuses to authorise payment, or we or our authorised agents are unable to contact your card issuer, we will not be liable for any delay or non-delivery and we are not obliged to inform you of the refusal. We are not responsible for your card issuer or bank charging you as a result of our processing of your credit/debit card payment.
4.3 The Software is intended for use only by business customers. The price for the Software does not include VAT or equivalent taxes, which will be added to orders in accordance with the applicable tax regulations for your country or region, unless subject to validated reverse-charge tax arrangements. We are not responsible for any other importation taxes, sales taxes or charges that may be levied in your country of residence.
4.4 You may choose to cancel your monthly subscription at any time without penalty. If you choose to cancel your subscription, your right to use the Software ends. We do not provide refunds for any unexpired portion of a subscription you have already paid for, unless required by law.
4.5 You may change your subscription plan to a lower or higher level whenever you choose. We do not provide refunds for any unexpired portion of a subscription you have already paid for, unless required by law. No refunds can be provided for any past software services you have already used, unless required by law.
5.1 Except as expressly permitted in this Agreement or applicable law, You are not licenced to use the Software and You must not:
6.1 Quartile will use all commercially reasonable endeavours to ensure the confidentiality and security of all data whilst in its possession or control, but it shall not be liable for any losses (whether direct, indirect or consequential) caused by any computer virus or any form of computer hacking.
6.2 You shall be responsible at your own expense for maintaining any backup copies of any data You enter into the Salessound software. For the avoidance of doubt, Quartile has no responsibility whatsoever for taking backup copies of your data and shall have no liability whatsoever for any loss or damage resulting from loss of or damage to your data. We may, at our sole discretion, take backup copies of data stored in a Microsoft Data Centre.
6.3 Each party shall take reasonable steps to keep the other’s Confidential Information confidential and shall not use the Confidential Information except for the purpose of performing this Agreement and shall not disclose the Confidential Agreement to any third party, except for disclosure to employees or other third parties directly engaged in the provision of the Software on a need to know basis and then only where it has secured effective protection no less stringent than in this Agreement.
6.4 Clause 6.3 shall not apply to information which:
i. is or becomes generally available to the public other than as a result of disclosure by the receiving party;
ii. was available to the receiving party on a non-confidential basis before disclosure under this Agreement;
iii. was, is or becomes available on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality obligation with the disclosing party or otherwise prohibited from disclosing the information to the receiving party.
6.5 Clause 6.3 shall not apply to prevent disclosure of Confidential Information which is required to be disclosed by law, by any government agency or other regulatory body, by any court or other competent authority provided that, to the extent it is legally permitted to do so, the party required to make disclosure gives the other party as much notice as reasonably possible and takes the other party’s requests into consideration where it is able to do so.
7.1 Each party warrants that in respect of the subject matter of this Agreement it shall at all times comply with all applicable laws, regulations and rules having equivalent effect.
7.2 We shall use commercially reasonable endeavours to make the Software available 24 hours a day, seven days a week, except for:
i. occasional planned maintenance carried out during a maintenance window of 8pm to 6am UK time; and
ii. unscheduled maintenance necessary to prevent or resolve any technical problems or issues.
iii. Instances where Microsoft, as providers of the underlying Azure platform used by Salessound software, are unable to provide the necessary service to Quartile to enable Salessound software to operate.
7.3 Subject to the foregoing, all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise, in respect of any use of the Software by You are hereby excluded to the fullest extent permitted by law.
7.4 You warrant that you have the authority to enter into this Agreement.
7.5 You also warrant that you will prevent others under your control from violating any term of this Agreement.
7.6 You hereby warrant that you have not been induced to enter into this Agreement by any prior representations whether oral or written except as expressly contained in this Agreement and you hereby waive any claim for breach of any such representations which are not so contained.
7.7 We warrant and undertake to provide the Software with commercially reasonable care and skill and to make commercially reasonable efforts to do so in a timely manner.
7.8 We do not warrant that your use of the Software will be uninterrupted 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 you acknowledge that the Software may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.9 We do not warrant that the Software will operate error-free or uninterrupted or that all errors can be found, or that any errors can be corrected.
7.10 You acknowledge that complex software such as the Software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Conditions, and we give no warranty or representation that the Software will be wholly free from defects, errors and bugs.
7.11 You acknowledge that complex software such as the Software is never entirely free from security vulnerabilities; and subject to the other provisions of these Conditions, and we give no warranty or representation that the Software will be entirely secure.
7.12 Subject to the foregoing, all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise, in respect of any use of the Software by You are hereby excluded to the fullest extent permitted by law.
7.13 You also warrant that you will prevent others under your control from violating any term of this Agreement.
7.14 You hereby warrant that you have not been induced to enter into this Agreement by any prior representations whether oral or written except as expressly contained in this Agreement and you hereby waive any claim for breach of any such representations which are not so contained.
All copyright, intellectual property and other rights, title and interest in, the Software, business processes, designs, plans, products, know-how, methods, documentation or other material contained in, described in or which are the subject of software or documents provide to you are owned by Quartile Software Limited, unless expressly identified as being the property of a third party. For all orders made by you and accepted by us, no title to Quartile Software Limited’s Intellectual Property Rights will be transferred to you, and you do not obtain any rights, express or implied, other than the rights expressly granted to you in writing, if any, by Quartile Software Limited. You are granted only a non-transferrable non-exclusive right to use the Software. You may not make derivate works of software we provide to you.
9.1 We make no warranties or representations as to the suitability of the Software for any particular purpose. You are responsible for satisfying yourself that the Software is suitable for any use you choose.
9.2 You should not use the Software as the sole basis for any business decision and We shall not be liable for any losses suffered as a result of you doing so. You accept and agree that We do not warrant any decisions taken by you as a result of your use of the Software to any extent whatsoever.
9.3 We shall have no liability in respect of:
i any loss or damage of whatsoever nature suffered by you arising out of or in connection with any breach of this Agreement by you or any act, misrepresentation, error or omission made by or on behalf of you or arising from any cause beyond Our reasonable control;
ii any indirect or consequential loss of any nature, howsoever arising suffered by you and arising in any way in connection with this Agreement or any other agreement entered into between you and helpIT or for any liability of you to any third party ;
iii any claims in the nature of loss or profits or failure to make anticipated savings, whether such claims are direct or indirect or consequential .
9.4 Subject to Clause 9.3, no matter how many claims are made and whatever the basis of such claims, Our maximum aggregate liability to you under or in connection with this Agreement, in respect of any direct loss (or any other loss to the extent that such loss is not excluded by clauses above or otherwise) whether such claim arises in contract or in tort (including negligence) or any other basis, shall not exceed a sum equal to the total monetary value of subscription payments made by You to Us in the six months preceding the date on which any claim was notified to Us
9.5 None of the clauses above shall apply so as to restrict liability for death or personal injury resulting from the negligence of Quartile, its appointed agents or suppliers, or to restrict liability for fraud or fraudulent misrepresentation.
You must keep records relating to your use of the Subscription. At Our expense, We may verify Your compliance with this Agreement by directing an independent auditor (under non-disclosure obligations) to conduct an audit or ask You to complete a self-audit process. You must promptly provide any information and documents that the auditor or we reasonably request related to the verification and access to the Software. If verification or self-audit reveals any unlicensed use, You must order sufficient licenses to cover the period of its unlicensed use.
11.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement[ (other than any obligation to make a payment)], that obligation will be suspended for the duration of the Force Majeure Event.
11.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Agreement, must:
(a) promptly notify the other; and
(b) inform the other of the period for which it is estimated that such failure or delay will continue.
11.3 A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
12.1 Licenses are granted on a subscription basis and expire at the end of the applicable subscription period displayed when You subscribed to the Software unless You renew your subscription.
12.2 The right to use the Software service will continue until terminated. You may terminate it at any time by cancelling your subscription. We may terminate it at any time forthwith and immediately upon giving notice and at our sole discretion. Your right to use the Software will terminate automatically upon your failure to comply with any term of this Agreement or, if you fail to pay any subscription amount within fourteen days of its due date.
12.3 We shall be entitled to suspend your right to use the Software immediately:
i. if you breach any of your obligations under this Agreement; or
ii. in response to or in compliance with any law, statute, legislation, order, regulation or guidance issued by government, a court of law, an emergency service or any other competent regulatory authority, or if the security processes set up to protect the Software are breached in any way.
iii. If you fail to pay any subscription amount due within 14 days of its due date.
12.4 Either party may terminate this Agreement immediately by written notice to the other in the event that any of the following occur:-
i. the other party breaches any term of this Agreement and such breach is incapable of remedy or continues for a period of 30 days after notice requiring the same to be remedied has been given by the terminating party to the other party; or
ii. an order is made or a resolution is passed for the winding up of the other party, or if a provisional liquidator is appointed in respect of the other party, or if an administration order is made in respect of the other party, or if a receiver is appointed in respect of the other party or all or any of its assets, or if an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party
12. 5 Termination of this Agreement shall be without prejudice to any other rights or remedies of the terminating party.
13.1 We may change these Terms & Conditions of Trade at any time and will publish their replacement on this website. Each provision of these Conditions shall be construed separately and independently of each other and the invalidity of any one part shall not affect the validity of any other part.
13.2 This written Agreement, constitutes the entire agreement between the parties hereto relating to the subject matter of this Agreement and each party warrants to the other that it has not relied on any representation made by the other party prior to this contract coming into effect unless such representation has been expressly included herein.
13.3 The Agreement is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.
13.4 No change, alteration or modification to this Agreement shall be valid unless in writing and signed by duly authorised representatives of both parties.
13.5 If any provision of this Agreement or part thereof shall be void for whatever reason, it shall be deemed deleted and the remaining provisions shall continue in full force and effect.
13.6 Your rights and obligations under this Agreement are personal to you and you undertake that you shall not, without the prior written consent of Quartile, assign, lease, charge, sub-license, or otherwise transfer such rights and obligations in whole or in part.
13.7 We reserve the right to sub-contract any of the work required to fulfil its obligations hereunder without prior notice.
13.8 Any notice given pursuant hereto shall be in writing and shall be sent by reputable courier or recorded delivery to (for Quartile the address given above or (for you) to the address given by you on your subscription account. Such notice shall be deemed to have been duly served upon and received by the addressee on date of receipt.
13.9 Neither party shall be liable for any loss suffered by the other party or be deemed to be in default for any delays or failures in performance hereunder (other than in relation to any obligation of yours to make payment) resulting from acts or causes beyond its reasonable control or from any acts of God, acts or regulations of any governmental or supra-national authority having the force of law.
13.10 Any delay by either party in enforcing any provisions of this Agreement or any of its rights hereunder shall not be construed as a waiver of such provision or right thereafter to enforce the same.
13.11 Clause headings have been included in this Agreement for convenience only and shall not be considered part of, or be used in interpreting, this Agreement.
This Agreement shall be governed by the laws of Scotland and the parties submit to the exclusive jurisdiction of the Courts of Scotland.