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Terms of Use

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GLOFOX TERMS OF SERVICE

EXECUTING THIS AGREEMENT:

This AGREEMENT is entered into as of the EFFECTIVE DATE by and between ZAPPY Ltd trading as GLOFOX (“SUPPLIER” "We", "Our" or "Us"), a company formed under the laws of the Ireland, and a business or individual ("SUBSCRIBER", "You" or "Your"), collectively referred hereinafter as the PARTIES. GLOFOX provides its Services to SUBSCRIBERS through its website located at https://app.glofox.com (the "User Website"), whose use is subject to these Terms.

BY ACCESSING, VIEWING OR USING ALL OR ANY PART OF THE GLOFOX SERVICES OR SITE, OR DOWNLOADING ANY MATERIALS, OR BY COMPLETING ANY REGISTRATION PROCESS VIA THE USER WEBSITE, YOU ARE ACCEPTING THE TERMS OF THE GLOFOX SOFTWARE AS A SERVICE (SAAS) AGREEMENT ("AGREEMENT"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.

IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES OR CONTENT.

  1. Interpretation

  1. The definitions and rules of interpretation in this clause apply in this agreement.

Business Day: a day other than a Saturday, Sunday.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 13.5.

Subscriber Data: the data inputted by the Subscriber or the Supplier on the Subscriber's behalf for the purpose of using the Services or facilitating the Subscriber’s use of the Services and stored by the Supplier. This data is the sole property of the Subscriber and shall be held confidential by the Supplier. 

Effective Date: the earlier of (a) the date you accept this Agreement by clicking an “I Agree” button on our setup page or otherwise indicate that you accept this Agreement or (b) the date you first access or use the Services.

Initial Subscription Term: Relates to first subscription term that you choose on the Effective Date, the Initial Subscription Term can be monthly, quarterly and annually.

Mobile Applications: the mobile applications provided as part of the Services and made available to the Subscriber’s Customers on the iOS platform via the App Store and on the android platform via Google Play.

New Release: a new release of all or any part of the Software suitable for use in the Services in which previously identified faults have been remedied or to which any modification, enhancement, revision or update has been made.

New Version: a new version of the Services released by the Supplier which provides additional or improved functionality or performance.

Normal Business Hours: 8.00 am to 11.30 pm GMT on weekdays and 10am to 6pm GMT on Saturdays.

Renewal Period: the period described in clause 16.1.

Set Up Fees: the fees payable by the Subscriber to customise the software to the Subscriber’s specifications and the design and deployment of the Mobile Applications to the App stores.

Services: the software services provided by the Supplier to the Subscriber under this agreement via the User Website and the Mobile Applications. The services are identified in the invoice received by the Subscriber upon ordering the Services and is priced according to the particular features required by the Subscriber.

Software: the software applications provided by the Supplier as part of the Services.

Subscriber’s Customers: the individuals who purchase products and services from the Subscriber.

Subscription Fees: the subscription fees payable by the Subscriber to the Supplier for the Services either monthly, quarterly or annually as set out in paragraph 11. 

Subscription Term: has the meaning given in clause 18.1  (being the Initial Subscription Term together with any subsequent Renewal Periods).

Support Services Policy: the Supplier's policy for providing support in relation to the Services as set out at Annex 1 to this Agreement.

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

  1. Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

  2. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

  3. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

  4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

  5. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

  6. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.

  7. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

  8. A reference to writing or written includes faxes and  e-mail.

  9. References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.

  1. Subscription

  1. Subject to the Subscriber paying the Subscriptions Fees, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Subscriber a non-exclusive, non-transferable right to use the Services during the Subscription Term solely for the Subscriber's business operations which includes publicly displaying information such as class and appointment schedules, products and services on the Subscriber’s website and on the Mobile Applications.

  2. The Subscriber shall not knowingly access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

  1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

  2. facilitates illegal activity;

  3. depicts sexually explicit images;

  4. promotes unlawful violence;

  5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

  6. in a manner that is otherwise illegal or causes damage or injury to any person or property;

and the Supplier reserves the right, without liability or prejudice to its other rights to the Subscriber, to disable the Subscriber’s access to any material that breaches the provisions of this clause. Supplier will notify the Subscriber of such action prior to disabling access.  Upon providing notice, Supplier will be available to discuss the issue and possible remedies.

  1. The Subscriber shall not:

  1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:

  1. and except to the extent expressly permitted under this agreement, 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

  2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

  1. access all or any part of the Services in order to build a product or service which competes with the Services; or

  2. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the Services or any part thereof.

  1. The Subscriber shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the Supplier.

  2. The rights provided under this clause 2 are granted to the Subscriber only, and shall not be considered granted to any subsidiary or holding company of the Subscriber unless the Subscriber purchases additional subscriptions for related companies or affiliaties as set out in clause 3.

  1. Additional user subscriptions

  1. The Subscriber may, from time to time during any Subscription Term, purchase additional Subscriptions and the Supplier shall grant access to the Services to such additional users in accordance with the provisions of this agreement and at the price agreed between the Supplier and the Subscriber.

  1. Mobile Applications

  1. The Mobile Applications are included in the Services provided to the Subscriber under clause 2.

  2. The Mobile Applications will be custom branded in accordance with the Subscriber’s instructions and the images and logos uploaded by the Subscriber via the User Website.

  3. The Subscriber represents to the Supplier and unconditionally guarantees that any content, text, information, or graphics furnished to the Supplier for inclusion in the Mobile Applications are owned by the Subscriber, or that the Subscriber has permission from the rightful owner to use those elements, and will hold harmless, protect, and defend the Supplier and its subcontractors from any claim or suit arising from the use of such elements furnished by the Subscriber.  

  4. All content provided by the Subscriber, including textual and graphical content, will always remain the property of the Subscriber.

  5. For the avoidance of any doubt and regardless of the custom branding of the Mobile Applications with the Subscriber’s branding, logos and trademarks, the Intellectual Property Rights in the Mobile Applications are, and at all times shall remain, the property of the Supplier (or the appropriate third-party rights-owner(s), if any).

  6. The Supplier shall arrange for the publication of the Mobile Applications to the Apple App Store and the Google Play Store.

  1. Update of Services

  1. The Supplier reserves the right to supply the Subscriber with New Releases and to replace, modify, and/or upgrade the Services purchased by the Subscriber in its sole discretion. Any replacement or upgrade to such the Services shall be treated as part of the Services for the purpose of this Agreement.

  2. The Supplier shall notify the Subscriber promptly in writing of the issue of any New Version, specifying the following:

  1. the fee payable for the New Version (if applicable); and

  2. in what way the New Version differs from the previous version in terms of functionality, performance and compatibility.

  1. Services

  1. The Supplier shall, during the Subscription Term, provide the Services subject to the terms of this agreement.

  2. The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

  1. planned maintenance (notification of maintenance will be provided to Subscribers) carried out during the maintenance window of 2.00am to 5.00 am GMT on weekends; and

  2. unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Subscriber at least 6 Normal Business Hours notice in advance.

  1. The Supplier will, as part of the Services and at no additional cost to the Subscriber, provide the Subscriber with the Supplier’s standard Subscriber Support Services during Normal Business Hours in accordance with the Supplier's Support Services Policy in effect at the time that the Services are provided.  

  1. Subscriber data

  1. The Subscriber shall own all right, title and interest in and to all of the Subscriber Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Subscriber Data.

  2. In the event of any loss or damage to Subscriber Data, the Subscriber's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Subscriber Data. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Subscriber Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Subscriber Data).

  3. The Supplier shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Subscriber Data available at www.glofox.com or such other website address as may be notified to the Subscriber from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.

  4. If the Supplier processes any personal data on the Subscriber’s behalf when performing its obligations under this agreement, the parties record their intention that the Subscriber shall be the data controller and the Supplier shall be a data processor and in any such case:

  1. the Subscriber acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Subscriber is located in order to carry out the Services and the Supplier’s other obligations under this agreement;

  2. the Subscriber shall ensure that the Subscriber is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Subscriber's behalf;

  3. the Subscriber shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;

  4. the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Subscriber from time to time; and

  5. 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.

  1. The Services provides the ability for the Subscriber to download and extract certain elements of the Subscriber data. The Supplier accepts no responsibility for the security of any Subscriber data downloaded and extracted from the Services and the responsibility for maintaining the security of this data remains solely with the Subscriber.  

  2. As part of its normal business operations, the Supplier collects and compiles data from all of the Subscribers to the Services. This data is collected and used in an aggregate manner only and does not reveal the identity of the Subscriber or the Subscriber’s Customers. The Subscriber agrees that this data is owned solely by the Supplier to be used at its discretion.

  1. Third party providers

The Subscriber acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk.  The Supplier makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Subscriber, with any such third party.  Any contract entered into and any transaction completed via any third-party website is between the Subscriber and the relevant third party, and not the Supplier.  The Supplier recommends that the Subscriber refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website.  The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

  1. Supplier's obligations

  1. The Supplier undertakes that the Services will be performed with reasonable skill and care.

  2. The undertaking at clause 9.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Subscriber with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Subscriber's sole and exclusive remedy for any breach of the undertaking set out in clause 8.1.  Notwithstanding the foregoing, the Supplier:

  1. does not warrant that the Subscriber's use of the Services will be uninterrupted or error-free; or that the Services, and/or the information obtained by the Subscriber through the Services will meet the Subscriber's requirements; and

  2. 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 Subscriber acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

  1. This agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

  2. The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

  1. Subscriber's obligations

The Subscriber shall:

  1. provide the Supplier with:

  1. all necessary co-operation in relation to this agreement; and

  2. all necessary access to such information as may be required by the Supplier;

in order to provide the Services, including but not limited to Subscriber Data, security access information and configuration services;

  1. comply with all applicable laws and regulations with respect to its activities under this agreement;

  2. carry out all other Subscriber responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Subscriber's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;

  3. ensure that its staff use the Services in accordance with the terms and conditions of this agreement and shall be responsible for any breach of this agreement by its staff;

  4. obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;

  5. ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and

  6. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Subscriber's network connections or telecommunications links or caused by the internet.

  1. Charges and payment

  1. The Subscriber shall pay the Setup Fees prior to the commencement of any customisation or design by the Supplier. At its own discretion, the Supplier can choose to accept a deposit of the Setup fees prior to the commencement of any customisation and design.

  2. The Subscriber shall pay the Subscription Fees to the Supplier on a monthly, quarterly or annual basis in accordance with this clause 11. The Suppliers pricing is available for all territories at www.glofox.com/pricing 

  3. The Subscriber shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit or debit card or bank account details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Subscriber provides:

  1. its credit or debit card or bank account details to the Supplier, the Subscriber hereby authorises the Supplier to bill such credit or debit card or to debit the Supplier’s bank account in accordance with the payment plan selected by the Subscriber.

  1. If the Supplier has not received payment within 14 days after any due date, and without prejudice to any other rights and remedies of the Supplier:

  1. the Supplier may, without liability to the Subscriber, disable the Subscriber’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.

  1. If the Supplier then receives payment for the outstanding Subscription Fees, the Supplier reserves the right to charge a reconnection fee commensurate to the Suppliers Monthly Subscription fee in the Subscriber’s territory.

  2. All amounts and fees stated or referred to in this agreement:

  1. shall be payable in the Subcribers local currency;

  2. are non-cancellable and non-refundable;

  3. are exclusive of any taxes, levies or duties required or accessible in the Subscriber’s territory. If the Supplier is legally required to charge and collect any taxes, any relevant sum shall be added to the Supplier's invoice(s) at the appropriate rate.

  1. The Supplier shall be entitled to increase the Subscription Fees, at the start of each Renewal Period upon 30 days' prior notice to the Subscriber.

  1. Force majeure

The Supplier shall have no liability to the Subscriber under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Subscriber is notified of such an event and its expected duration.

  1. Payment processing

  1. As part of the Services, the Software permits the Subscriber to accept payments from the Subscriber’s customers through an integration with Stripe’s Connect platform (https://stripe.com/connect) (the “Stripe Connect Platform”).

  2. The Subscriber must create a valid Stripe Account before the Subscriber starts to use the Stripe Connect Platform integration. Further, the Subscriber must maintain such Stripe Account to continue to use the Stripe Connect Platform integration. The Subscriber hereby agrees that, each time any Subscriber customer makes a payment to the Subscriber’s Stripe Account, a percentage of such Payment (the “Stripe Fee”) will be remitted directly to the Supplier by Stripe.

  3. The Supplier retains the right to amend the Stripe Fee prior to or after the completion of the Initial Term or any Renewal Period upon the provision of 30 days notice. The Stripe Fee applicable to each relevant territory is set out at Annex 1.

  4. The Subscriber expressly acknowledges that the Stripe Connect Platform provides the Subscriber with a direct contractual relationship with Stripe where all of the payment processing is underwritten by Stripe. For the avoidance of any doubt, the Supplier has no responsibility to the Subscriber with regard to any aspect of the payment processing process through the Stripe Connect Platform and, in particular, although not limited to, any of the following:

  1. Transferring funds received from the Subscriber’s customers to Subscriber;

  2. Handling refunds or disputes with the Subscriber’s customers;

  3. Handling refunds or disputes between the Subscriber and Stripe.  

  1. The Subscriber expressly acknowledges that the Subscriber has a direct relationship with the Subscriber’s customers and the Subscriber’s relevant business name should appear on all credit card statements.

  2. It is the Subscriber’s sole responsibility to create the terms and conditions associated with the sale and supply of its products and services to its customers through the Software and associated services.  The Supplier provides the Subscriber with the ability to notify such terms and conditions to its customers prior to transactions but does not accept any responsibility or provide any warranty or guarantee as to the accuracy or legality of such terms and conditions. The terms of this paragraph 13.5 are expressly acknowledged by the Supplier.

  1. Proprietary rights

  1. The Subscriber acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this agreement does not grant the Subscriber any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.

  2. The Supplier 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 this agreement.

  3. The Subscriber authorises the Supplier to include its business name, logo and any relevant trademark on its client directories and on the Supplier’s public website during the Subscription Term.

  1. Confidentiality

  1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement.  A party's Confidential Information shall not be deemed to include information that:

  1. is or becomes publicly known other than through any act or omission of the receiving party;

  2. was in the other party's lawful possession before the disclosure;

  3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

  4. is independently developed by the receiving party, which independent development can be shown by written evidence; or

  5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

  1. Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.

  2. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.

  3. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

  4. The Subscriber acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.

  5. The Supplier acknowledges that the Subscriber Data is the Confidential Information of the Subscriber.

  6. This clause 15 shall survive termination of this agreement, however arising.

  7. No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

  1. Indemnity

  1. The Subscriber shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Subscriber's use of the Services and/or Documentation, provided that:

  1. the Subscriber is given prompt notice of any such claim;

  2. the Supplier provides reasonable co-operation to the Subscriber in the defence and settlement of such claim, at the Subscriber's expense; and

  3. the Subscriber is given sole authority to defend or settle the claim.

  1. The Supplier shall defend the Subscriber, its officers, directors and employees against any claim that the Services infringes any patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Subscriber for any amounts awarded against the Subscriber in judgment or settlement of such claims, provided that:

  1. the Supplier is given prompt notice of any such claim;

  2. the Subscriber provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and

  3. the Supplier is given sole authority to defend or settle the claim.

  1. In the defence or settlement of any claim, the Supplier may procure the right for the Subscriber to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 14 Business Days’ notice to the Subscriber without any additional liability or obligation to pay liquidated damages or other additional costs to the Subscriber.

  2. In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Subscriber to the extent that the alleged infringement is based on:

  1. a modification of the Services or Documentation by anyone other than the Supplier; or

  2. the Subscriber's use of the Services in a manner contrary to the instructions given to the Subscriber by the Supplier; or

  3. the Subscriber's use of the Services after notice of the alleged or actual infringement from the Supplier or any appropriate authority.

  1. The foregoing  and clause 14.4(b) states the Subscriber's sole and exclusive rights and remedies, and the Supplier's (including the Supplier’s employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

  1. Limitation of liability

  1. This clause 17 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Subscriber:

  1. arising under or in connection with this agreement;

  2. in respect of any use made by the Subscriber of the Services or any part of them; and

  3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.

  1. Except as expressly and specifically provided in this agreement:

  1. the Subscriber assumes sole responsibility for results obtained from the use of the Services by the Subscriber, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Subscriber in connection with the Services, or any actions taken by the Supplier at the Subscriber's direction;

  2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and

  3. the Services are provided to the Subscriber on an "as is" basis.

  1. Nothing in this agreement excludes the liability of the Supplier:

  1. for death or personal injury caused by the Supplier's negligence; or

  2. for fraud or fraudulent misrepresentation.

  1. Subject to clause 17.2 and clause 17.3:

  1. the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and

  2. the Supplier's total aggregate liability in contract (including in respect of the indemnity at clause 16.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for Services during the 12 months immediately preceding the date on which the claim arose.

  1. Term and termination

  1. This agreement shall, unless otherwise terminated as provided in this clause 18, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods, monthly, quarterly or annually as selected by the Subscriber (each a Renewal Period), unless:

  1. either party notifies the other party of termination, in writing, during any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Renewal Period; or

  2. otherwise terminated in accordance with the provisions of this agreement;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

  1. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

  1. the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

  2. the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

  3. the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

  4. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debt;

  5. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

  6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

  7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;

  8. the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

  9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

  10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;

  11. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 18.2(d) to clause or 18.2 (J) (inclusive); or

  12. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

  1. On termination of this agreement for any reason:

  1. all licences granted under this agreement shall immediately terminate;

  2. each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;

  3. the Supplier may destroy or otherwise dispose of any of the Subscriber Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Subscriber of the Subscriber Data in its possession. The Supplier shall use reasonable commercial endeavours to deliver the data to the Subscriber within 30 days of its receipt of such a written request, provided that the Subscriber has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Subscriber shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Subscriber Data; and

  4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

  1. Force majeure

The Supplier shall have no liability to the Subscriber under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Subscriber is notified of such an event and its expected duration.

  1. Conflict

If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.

  1. Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

  1. Waiver

No failure or delay by a party to exercise any right or remedy provided under this agreement 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.

  1. Rights and remedies

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

  1. Severance

  1. If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

  2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

  1. Entire agreement

  1. This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

  2. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.

  1. Assignment

  1. The Subscriber shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

  2. The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

  1. No partnership or agency

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

  1. Third party rights

This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns).

  1. Notices

  1. Any notice required to be given under this agreement for the Subscriber shall be delivered by electronic mail to the contact email address provided to the Supplier during the Glofox registration process. Any notice for the attention of the Supplier should be sent via email to [email protected].

  2. Notices delivered via electronic mail during normal business hours shall be deemed to be received on the same date. 

  1. Governing law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Ireland.

  1.  Jurisdiction

Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

Annex 12 - Stripe Fees

Territory

Fee

US

0.5 %

EU

1%

Rest of World

1%

Annex 2 - Support Services Policy

This agreement is limited to software support solely relating to the Services and as such excludes issues related to Subscriber hardware and/or the network environment.

  1. The company shall provide software support in respect of the Services as provided herein.

  1. This Policy dated October 2016 is the current version of the Glofox Support Services Policy.

  1. The Subscriber and any relevant members of staff will be entitled to two calls with a member of the Glofox SupportTeam after the Effective Date to assist with any setup issues and to answer any queries from the Subcriber. It is the Subscriber’s responsibility to ensure that all relevant members of staff are on the call. If the Subscriber requires further Customer Support calls, these can be scheduled at the Subscribers request subject to the availability of the Customer Support Team

  1. The Supplier will, as part of the Services and at no additional cost to the Subscriber provide support which comprises of the following:

  1. The Glofox knowledgebase available at www.glofox.com/support
  2. Email support on the use of the User Website and Mobile Apps from the Glofox support team during Normal Business hours.   
  3. While ordinarily support emails are dealt with immediately, the Supplier will use its best endeavors to ensure that emails are responded to within 2 hours of receipt.
  4. The Supplier will provide the Subscriber with telephone support services during Normal Business Hours.  

  1. Software support shall not include the following:
  1. Support of software versions other than the current active version;
  2. Set-up/update of User Website data e.g. class information, trainer profiles;
  3. Ongoing training in the use of the system (refer to number 3 above);
  4. The reinstallation or transfer of the system or data.

  1. In some cases the Subscriber may require administrator privileges to apply software updates. The client must provide these to the company if requested in order to obtain support.

  1. The Supplier may amend this Support Services Policy in its sole and absolute discretion from time to time.  

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