Terms and Conditions
EASICHAT SOFTWARE AS A SERVICE (SaaS) TERMS AND CONDITIONS
1. DEFINITIONS
1.1 “Agreement” means these Terms and Conditions, together with any documents expressly incorporated by reference.
1.2 “Customer” means the business entity that subscribes to the Service.
1.3 “Provider” means EasiChat Limited, a company registered in England and Wales under registration number 13941463 with VAT number GB428685751, at the registered office, Beacon House, South Road, Weybridge, Surrey, KT13 9DZ, the supplier of the Service.
1.4 “Service” means the software as a service offering provided by the Provider, as described in Clause 2.
1.5 “User” means any individual authorised by the Customer to use the Service.
1.6 “Data Protection Laws” means all applicable data protection and privacy legislation in force in the United Kingdom, including the UK GDPR and the Data Protection Act 2018.
1.7 “Intellectual Property Rights” means all patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, and all other intellectual property rights, in each case whether registered or unregistered.
2. SERVICE DESCRIPTION
2.1 The Provider shall make available to the Customer access to the Service on a software as a service basis, enabling the Customer to use the features and functionalities as described in the Provider’s current service documentation.
2.2 The Provider shall use reasonable endeavours to ensure the Service is available 24 hours a day, 7 days a week, subject to planned maintenance and events outside the Provider’s reasonable control.
2.3 The Provider may update or modify the Service from time to time, provided that such changes do not materially diminish the functionality of the Service.
3. ACCEPTANCE
3.1 The Customer’s use of the Service constitutes acceptance of these Terms and Conditions. No signed agreement is required for these Terms and Conditions to be binding.
4. CONTRACT TERM AND RENEWAL
4.1 The Agreement shall commence on the date the Customer first accesses the Service and shall continue for a rolling period of twelve (12) months (“Initial Term”).
4.2 At the end of the Initial Term, the Agreement shall automatically renew for successive twelve (12) month periods (each a “Renewal Term”) unless terminated in accordance with Clause 8.
5. PRICING AND PAYMENT TERMS
5.1 The Customer shall pay the Provider £300 plus VAT per calendar month, per ‘rooftop’, for access to the Service. A rooftop is defined as a single physical location (site or premises) where one or more automotive franchises operate under a franchise agreement with vehicle manufacturers.
5.2 In addition, Customer shall pay a one off set up fee of £300 plus VAT per rooftop, according to the number of rooftops agreed on the signed Order Form. Provider reserves the right to quote, subject to Customer agreement, for an additional set up payment where an identified, multi-franchise location or rooftop requires additional work, over and above the quoted £300 + VAT set up fee.
5.3 All fees are exclusive of VAT and any other applicable taxes, which shall be payable by the Customer in addition.
5.4 The Provider shall invoice the Customer monthly in advance. Payment is due within thirty (30) days of the invoice date.
5.5 If the Customer fails to make any payment by the due date, the Provider may, without prejudice to any other rights, suspend access to the Service until payment is received.
6. CUSTOMER OBLIGATIONS
6.1 The Customer shall ensure that only authorised Users access the Service and shall be responsible for all use of the Service by its Users.
6.2 The Customer shall not: (a) copy, modify, or create derivative works of the Service; (b) reverse engineer, decompile, or disassemble the Service; (c) use the Service for unlawful purposes or in breach of applicable law.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 All Intellectual Property Rights in the Service and any related documentation remain the exclusive property of the Provider or its licensors.
7.2 The Customer is granted a non-exclusive, non-transferable right to access and use the Service for its internal business purposes only, subject to these Terms and Conditions.
8. TERMINATION
8.1 Either party may terminate the Agreement by giving not less than three (3) months’ written notice to the other party, such notice to expire at the end of the Initial Term or any Renewal Term.
8.2 The Provider may terminate the Agreement immediately by written notice if the Customer: (a) commits a material breach of the Agreement and fails to remedy such breach within thirty (30) days of notice; (b) becomes insolvent or is unable to pay its debts as they fall due.
8.3 Upon termination, the Customer’s right to access the Service shall cease, and the Customer shall pay all outstanding fees up to the effective date of termination.
9. LIMITATION OF LIABILITY
9.1 Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, fraud, or any other liability which cannot be limited or excluded by law.
9.2 Subject to Clause 9.1, the Provider’s total aggregate liability to the Customer in respect of all claims arising under or in connection with this Agreement shall not exceed the total fees paid by the Customer in the twelve (12) months preceding the event giving rise to the claim.
9.3 The Provider shall not be liable for any indirect, special, or consequential loss, or for any loss of profit, revenue, business, or data, whether arising in contract, tort (including negligence), or otherwise.
10. DATA PROTECTION
10.1 Each party shall comply with its obligations under applicable Data Protection Laws.
10.2 The Provider shall process any personal data on behalf of the Customer only as necessary to provide the Service and in accordance with the Customer’s instructions.
10.3 The Provider shall implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, or damage.
11. CONFIDENTIALITY
11.1 Each party shall keep confidential all information of a confidential nature disclosed by the other party in connection with this Agreement, and shall not use or disclose such information except as necessary to perform its obligations under this Agreement or as required by law.
11.2 This Clause 11 shall survive termination of the Agreement.
12. GENERAL
12.1 The Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, or arrangements.
12.2 No variation of the Agreement shall be effective unless in writing and signed by both parties.
12.3 If any provision of the Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
12.4 The Customer may not assign or transfer any of its rights or obligations under the Agreement without the Provider’s prior written consent.
12.5 The Provider may assign or subcontract its rights and obligations under the Agreement.
13. GOVERNING LAW AND JURISDICTION
13.1 The Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with English law.
13.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
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