These Terms are binding on any use of the Service and apply to Consumer from the time that CSF Solutions Limited provides Consumer with access to the Service.
By downloading and installation of client software, registering to use the Services Consumer acknowledge that Term of Use have been read and understood by him and have the authority to act on behalf of any person for whom Consumer are using the Service. Consumer is deemed to have agreed to these Terms on behalf of any entity for whom Consumer use the Service.
These Terms were last updated on 1 October 2012.
Means the monthly fee (excluding any taxes and duties) payable by Consumer for Services in accordance with the fee schedule (price list) set out on the Website (which CSF Solutions Limited may change from time to time on notice to Consumer) for Services.
Includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Services but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.
Means any data inputted by Consumer or with Consumer’s authority into the Website.
"Intellectual Property Right"
Means any patent, trademark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
Means the online management accounting for self-servicing, online management accounting for self-servicing with professional tax and finance reporting, professional complete accounting (as may be changed or updated from time to time by CSF Solutions Limited) via the Website or in any other ways.
“Consumer’s business solution”
Means the complex of client and server side parts of the IMPFORCE software (including database) where Consumer is working with the Services and his business data are storing.
Means the Internet site at the domain bonusnotus.eu or any other site operated by CSF Solutions Limited .
Means the Internet site, network channels, database and application servers, the IMPFORCE platform and it components and other related software and hardware that CSF Solutions Limited uses to provide the Services.
Means CSF Solutions Limited , which is registered company in London, Great Britain and operates worldwide.
Means any person or entity, other than the Consumer, that uses the Services with the authorization of the Consumer from time to time or on the permanent base.
"Consumer, Customer or User"
Means the person who registers to use the Services, and, where the context permits, includes any entity on whose behalf that person registers to use the Services.
2. USE OF SOFTWARE
CSF Solutions Limited grants Consumer the right to access and use the Service via the Website or any other available way with the particular user roles available to Consumer according to Consumer subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. Consumer acknowledges and agrees that, subject to any applicable written agreement between the Consumer and the Staff users, or any other applicable laws:
1. the Consumer determines who is an Staff user and what level of user role access to the relevant organization and Service that Staff user has;
2. the Consumer is responsible for all Staff users’ use of the Service;
3. the Consumer controls each Staff user’s level of access to the relevant organization and Service at all times and can revoke or change an Staff user’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Staff user or shall have that different level of access, as the case may be;
4. If there is any dispute between a Consumer and a Staff user regarding access to any organization or Service, the Consumer shall decide what access or level of access to the relevant Data or Service that Staff user shall have, if any.
Please notice: Consumer need to order using of Administration component for tuning of level of Staff user role access.
3. CONSUMER OBLIGATIONS
1. Payment obligations:
An invoice for the Subscription Fee and additional services hereinafter Invoice will be issued each month starting from the month when Consumer adds first Consumer’s organization to Consumer’s Service account. All invoices will include the Subscription Fee for the next one-month period using of the Services and fees for the additional services obtained at the preceding period. CSF Solutions Limited will continue invoicing the Consumer monthly until this Agreement is terminated in accordance with clause 8.
All CSF Solutions Limited invoices will be sent to Consumer, or to a Billing Contact whose details are provided by Consumer, by email. Consumer must pay or arrange payment of all amounts specified in any invoice by the due date for payment and are payable within 3 days of the invoice date. Consumer is responsible for payment of all taxes and duties in addition to the Subscription Fee.
2. Preferential pricing or discounts:
Consumer may from time to time be offered preferential pricing or discounts for the Subscription Fees. Eligibility for such preferential pricing or discounts is conditional upon Consumer’s acceptance. Without prejudice to any other rights that CSF Solutions Limited may have under these Terms or at law, CSF Solutions Limited reserves the right to render invoices for the full (non-discounted) Subscription Fees due or suspend or terminate Consumer’s use of the Services in respect of any Consumer’s accounts in the event that any invoices for those Subscription Fees are not paid in full or by the due date for payment.
3. General obligations:
Consumer must only use the Services and Website for Consumer’s own lawful internal business purposes, in accordance with these Terms and any notice sent by CSF Solutions Limited or condition posted on the Website. Consumer may use the Service and Website on behalf of others or in order to provide services to others but if Consumer do so Consumer must ensure that Consumer are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to Consumer.
4. Access conditions:
1. Consumer must ensure that all usernames and passwords required to access the Service are kept secure and confidential. Consumer must immediately change all passwords and notify CSF Solutions Limited of any unauthorized use of Consumer’s passwords or any other breach of security. CSF Solutions Limited can reset Consumer’s password on his request and Consumer must take all other actions that CSF Solutions Limited reasonably deems necessary to maintain or enhance the security of CSF Solutions Limited's computing systems and networks and Consumer’s access to the Services.
2. As a condition of these Terms, when accessing and using the Services, Consumer must:
1. not attempt to undermine the security or integrity of CSF Solutions Limited's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
2. not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
3. not attempt to gain unauthorized access to any materials other than those to which Consumer have been given express permission to access or to the computer system on which the Services are hosted;
4. not transmit, or input into the Website or System, any files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which Consumer do not have the right to use); and
5. Not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use of them for normal operation.
5. Usage Limitations:
Use of the Service may be subject to limitations. Any such limitations will be specified within the Services additionally.
6. Communication Conditions:
As a condition of these Terms, if Consumer use any communication tools available through the Website or the System (such as any forum, chat room or message centre) or within the Consumer’s business solution, Consumer agree only to use such communication tools for legitimate purposes. Consumer must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person's computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which Consumer do not have the right to use).
When Consumer make any communication on the Website, Consumer represent that Consumer are permitted to make such communication. CSF Solutions Limited is under no obligation to ensure that the communications on the Website or in the System are legitimate or that they are related only to the use of the Services. As with any other web-based forum, Consumer must exercise caution when using the communication tools available on the Website. However, CSF Solutions Limited does reserve the right to remove any communication at any time in its sole discretion.
Consumer indemnify CSF Solutions Limited against: all claims, costs, damage and loss arising from Consumer breach of any of these Terms or any obligation Consumer may have to CSF Solutions Limited, including (but not limited to) any costs relating to the recovery of any Subscription Fees that are due but have not been paid by Consumer.
4. CONFIDENTIALITY AND PRIVACY
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
2. Each party's obligations under this clause will survive termination of these Terms.
3. The provisions of the Agreement clauses shall not apply to any information which:
is or becomes public knowledge other than by a breach of this clause;
is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
Is independently developed without access to the Confidential Information.
5. INTELLECTUAL PROPERTY
Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of CSF Solutions Limited (or its licensors).
2. Ownership of Data:
Title to, and all Intellectual Property Rights in, the Data remain Consumer’s property. However, Consumer’s access to the Data is contingent on full payment of the CSF Solutions Limited Subscription Fee and additional service payments when due. Consumer grant CSF Solutions Limited a licence to use, copy, transmit, store, and back-up Consumer’s information and Data for the purposes of enabling Consumer to access and use the Services and for any other purpose related to provision of services to Consumer.
3. Backup of Data:
Consumer must maintain copies of all Data inputted into the Service. CSF Solutions Limited adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. CSF Solutions Limited expressly excludes liability for any loss of Data no matter how caused.
4. Third-party applications and Consumer’s Data.
If Consumer enable third party applications for use in conjunction with the Services, Consumer acknowledge that CSF Solutions Limited may allow the providers of those third-party applications to access Consumer’s Data as required for the interoperation of such third-party applications with the Services. CSF Solutions Limited shall not be responsible for any disclosure, modification or deletion of Consumer's Data resulting from any such access by third-party application providers.
6. WARRANTIES AND ACKNOWLEDGEMENTS
Consumer warrant that where Consumer have registered to use the Services on behalf of another person, Consumer have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service Consumer bind the person on whose behalf Consumer act to the performance of any and all obligations that Consumer become subject to by virtue of these Terms, without limiting Consumer’s own personal obligations under these Terms.
Consumer acknowledge that:
1. Consumer are authorized to use the Services and the Website and to access the information and Data that Consumer input into the Website or into the System, including any information or Data input into the Website or into the System by any person Consumer have authorized to use the Service. Consumer are also authorized to access the processed information and Data that is made available to Consumer through Consumer’s use of the Website and the Services (whether that information and Data is Consumer’s own or that of anyone else).
2. CSF Solutions Limited has no responsibility to any person other than Consumer and nothing in this Agreement confers, or purports to confer, a benefit on any person other than Consumer. If Consumer use the Services or access the Website on behalf of or for the benefit of anyone other than Consumer self (whether a body corporate or otherwise) Consumer agree that:
1. Consumer are responsible for ensuring that Consumer have the right to do so;
2. Consumer are responsible for authorizing any person who is given access to information or Data, and Consumer agree that CSF Solutions Limited has no obligation to provide any person access to such information or Data without Consumer’s authorization and may refer any requests for information to Consumer to address; and
3. Consumer will indemnify CSF Solutions Limited against any claims or loss relating to:
1. CSF Solutions Limited's refusal to provide any person access to Consumer’s information or Data in accordance with these Terms,
2. CSF Solutions Limited making available information or Data to any person with Consumer’s authorisation.
3. The provision of, access to, and use of, the Services is on an "as is” basis and at Consumer’s own risk.
4. CSF Solutions Limited does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. CSF Solutions Limited is not in any way responsible for any such interference or prevention of Consumer’s access or use of the Services.
5. CSF Solutions Limited is not Consumer’s accountant and use of the Services does not constitute the receipt of accounting advice. If Consumer has any accounting questions, please contact an accountant.
6. It is Consumer sole responsibility to determine that the Services meet the needs of Consumer’s business and are suitable for the purposes for which they are used. Consumer remains solely responsible for complying with all applicable accounting, tax and other laws. It is Consumer’s responsibility to check that storage of and access to Consumer’s Data via the Software and the Website will comply with laws applicable to Consumer (including any laws requiring Consumer to retain records).
3. No warranties:
CSF Solutions Limited gives no warranty about the Services. Without limiting the foregoing, CSF Solutions Limited does not warrant that the Services will meet Consumer’s requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
4. Consumer guarantees:
Consumer warrant and represent that Consumer are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.
7. LIMITATION OF LIABILITY
1. To the maximum extent permitted by law, CSF Solutions Limited excludes all liability and responsibility to Consumer (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
2. If Consumer suffers loss or damage as a result of CSF Solutions Limited's negligence or failure to comply with these Terms, any claim by Consumer against CSF Solutions Limited arising from CSF Solutions Limited's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Subscription Fees paid by Consumer in the previous 12 months.
3. If Consumer is not satisfied with the Service, Consumer sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.
1. Trial policy
When Consumer first sign up for access to the Services Consumer can evaluates the Services under the defined trial usage conditions, with no obligation to continue to use the Services. If Consumer chooses to continue using the Services thereafter, Consumer will be billed from the day of Consumer’s letter or email to the address of the CSF Solutions Limited will be delivered. If Consumer chooses not to continue using the Services, Consumer may delete Consumer’s account and business solution via mail or email to address of the CSF Solutions Limited.
2. Prepaid Subscriptions
CSF Solutions Limited will not provide any refund for any remaining prepaid period for a prepaid Subscription Fee.
3. No-fault termination:
These Terms will continue for the period covered by the Subscription Fee paid or payable under clause 3.1 and. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided Consumer continue to pay the prescribed Subscription Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period. If Consumer terminate these Terms Consumer shall be liable to pay all relevant Subscription Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms and all payments for additional rendered services.
1. breach any of these Terms (including, without limitation, by non-payment of any Subscription Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
2. breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of Subscription Fees that are more than 30 days overdue); or
3. Consumer or Consumer’s business become insolvent or Consumer’s business goes into liquidation or has a receiver or manager appointed of any of its assets or if Consumer become insolvent, or make any arrangement with Consumer’s creditors, or become subject to any similar insolvency event in any jurisdiction,
CSF Solutions Limited may take any or all of the following actions, at its sole discretion:
- Terminate this Agreement and Consumer’s use of the Services and the Website;
- Suspend for any definite or indefinite period of time, Consumer’s use of the Services and the Website;
- Suspend or terminate access to all or any Data;
- Take either of the actions in sub-clauses (d), (e) and (f) of this clause 8(4) in respect of any or all other persons whom Consumer have authorized to have access to Consumer’s information or Data.
For the avoidance of doubt, if payment of any invoice for Subscription Fees due in relation to any of Consumer’s Billing Contacts, Billing Plans or any of Consumer’s Organizations (as defined at clause 3) is not made in full by the relevant due date, CSF Solutions Limited may: suspend or terminate Consumer’s use of the Services or Consumer’s rights of access to all or any Data.
5. Accrued Rights:
Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement Consumer will:
remain liable for any accrued charges and amounts which become due for payment before or after termination; and
Immediately cease to use the Services and the Website.
6. Expiry or termination:
Clauses 3.1, 3.7, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.
9. HELP DESK
1. Technical Problems:
In the case of technical problems, Consumer must make all reasonable efforts to investigate and diagnose problems before contacting CSF Solutions Limited. If Consumer still needs technical help, please check the support provided online by CSF Solutions Limited on the Website or failing that email us at support account of CSF Solutions Limited, which is provided to Consumer after Subscription.
2. Service availability:
Whilst CSF Solutions Limited intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website will be unavailable to permit maintenance or other development activity to take place.
If for any reason CSF Solutions Limited has to interrupt the Services for longer periods than CSF Solutions Limited would normally expect, CSF Solutions Limited will use reasonable endeavours to publish in advance details of such activity on the Website.
1. Entire agreement:
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
4. No Assignment:
Consumer may not assign or transfer any rights to any other person without CSF Solutions Limited's prior written consent.
5. Governing law and jurisdiction:
If the information or Data Consumer are accessing using the Services and the Website is solely that of a person who is tax resident in Lithuania at the time that Consumer accept these terms then Lithuanian law govern this Agreement and Consumer submit to the exclusive jurisdiction of the Vilnius’s courts.
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision that, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to CSF Solutions Limited must be sent to email address notified by email to Consumer by CSF Solutions Limited.