Terms of Use
These Terms of Use are intended to explain our obligations as a service provider and Your obligations as a customer.
These Terms are binding on any use of the Service and apply to You from the time that Software Works for You Ltd provides You with access to the Service.
The Software Works for You Ltd Service will evolve over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of the Software Works for You Ltd Service.
Software Works for You Ltd reserves the right to change these terms at any time, effective upon the posting of modified terms and Software Works for You Ltd will make every effort to communicate these changes to You via email or notification via the Website. It is likely these terms of use will change over time. It is Your obligation to ensure that You have read, understood and agree to the most recent terms available on the Website.
By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.
1. DEFINITIONS
“Access Fee” means the annual fee (excluding any taxes and duties) payable by You in accordance with the fee schedule set out on the Website (which Software Works for You Ltd may change from time to time on notice to You).
“Agreement” means these Terms of Use.
“Applicable Data Protection Laws” means:
1 a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data;
1 b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.
“Applicable Laws” means:
1 a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom;
1 b) to the extent EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject.
“Confidential Information” includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
“Customer Personal Data” any personal data which Software Works For You Ltd processes in connection with these Terms, in the capacity of a processor on Your behalf.
“Data” means any data inputted by You or with Your authority into the Website.
“EU GDPR” the General Data Protection Regulation ((EU) 2016/679).
“Intellectual Property Right” means any patent, trade mark, 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.
“Invited User” means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time.
“Purpose” the purposes for which the Customer Personal Data is processed, as set out in clause [5.8.a].
“Service(s)” means the online invoice and job management services made available (as may be changed or updated from time to time by Software Works for You Ltd) via the Website.
“Software Works for You Ltd” means Software Works for You Limited of 33 Wolverhampton Road, Cannock, United Kingdom, WS11 1AP.
“Software Works For You Personal Data” any personal data which Software Works For You Ltd processes in connection with these Terms, in the capacity of a controller.
“Subscriber” means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
“You” means the Subscriber, and where the context permits, an Invited User.
“Your” has a corresponding meaning.
“UK GDPR” has the meaning given to it in the Data Protection Act 2018.
“Website” means the Internet site at the domain www.gasengineersoftware.com or any other site operated by Software Works for You Ltd.
2. USE OF SOFTWARE
Software Works for You Ltd grants You the right to access and use the Service via the Website and Apps with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:
1. the Subscriber determines who is an Invited User and what level of user role access to the relevant organisation and Service that Invited User has;
2. the Subscriber is responsible for all Invited Users’ use of the Service;
3. the Subscriber controls each Invited User’s level of access to the relevant organisation and Service at all times and can revoke or change an Invited 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 Invited User or shall have that different level of access, as the case may be;
4. if there is any dispute between a Subscriber and an Invited User regarding access to any organisation or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.
3. YOUR OBLIGATIONS
1. Payment obligations: An invoice for the Access Fee will be issued each year starting one month from the date You added Your organisation to the Service. Software Works for You Ltd will continue invoicing You monthly or annually until this Agreement is terminated in accordance with clause 9.
All Software Works for You Ltd invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. You must pay or arrange payment of all amounts specified in any invoice by the due date for payment and are payable within 10 days of the invoice date. You are responsible for payment of all taxes and duties in addition to the Access Fee.
2. Pricing: Without prejudice to any other rights that Software Works for You Ltd may have under these Terms or at law, Software Works for You Ltd reserves the right to render invoices for the full (non-discounted) Access Fees due or suspend or terminate Your use of the Service in respect of any or all of Your Organisations in the event that any invoices for those Access Fees are not paid in full by the due date for payment.
3. General obligations: You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Software Works for You Ltd or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorised 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 You.
4. Access conditions:
a. You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Software Works for You Ltd of any unauthorised use of Your passwords or any other breach of security and Software Works for You Ltd will reset Your password and You must take all other actions that Software Works for You Ltd reasonably deems necessary to maintain or enhance the security of Software Works for You Ltd’s computing systems and networks and Your access to the Services.
b. As a condition of these Terms, when accessing and using the Services, You must:
i. not attempt to undermine the security or integrity of Software Works for You Ltd’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
ii. 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;
iii. not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
iv. not transmit, or input into the Website, 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 You do not have the right to use); and
v. 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 either of them for normal operation.
5. Communication Conditions: As a condition of these Terms, if You use any communication tools available through the Website (such as any forum, chat room or message centre), You agree only to use such communication tools for lawful and legitimate purposes. You 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 You do not have the right to use).
When You make any communication on the Website, You represent that You are permitted to make such communication. Software Works for You Ltd is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, Software Works for You Ltd does reserve the right to remove any communication at any time in its sole discretion.
6. Indemnity: You indemnify Software Works for You Ltd against all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Software Works for You Ltd, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.
4. CONFIDENTIALITY
1. Confidentiality: Unless the relevant party has the prior written consent of the other or unless required to do so by law:
a. 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.
b. Each party’s obligations under this clause will survive termination of these Terms.
c. The provisions of clauses 4.1.1 and 4.1.2 shall not apply to any information which:
i. is or becomes public knowledge other than by a breach of this clause;
ii. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
iii. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
iv. is independently developed without access to the Confidential Information.
5. DATA PROTECTION
1. For the purposes of this clause 5, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.
2. Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This clause 5 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.
3. The parties have determined that, for the purposes of Applicable Data Protection Laws:
a. Software Works For You Ltd shall act as controller in respect of the personal data and processing activities set out in Part 1 of Schedule 1; and
b. Software Works For You Ltd shall process the personal data set out in Part 2 of Schedule 1, as a processor on Your behalf in respect of the processing activities set out in Part 2 of Schedule 1.
4. Should the determination in clause 5.3 change, then each party shall work together in good faith to make any changes which are necessary to this clause 5 or the related schedules.
5. By entering into this Agreement, You consent to (and shall procure all required consents, from Your personnel, representatives and agents, in respect of) all actions taken by Software Works For You Ltd in connection with the processing of Software Works For You Personal Data, provided these are in compliance with the then current version of Software Works For You Ltd’s privacy policy available at www.fieldrocket.com (“Privacy Policy”). In the event of any inconsistency or conflict between the terms of the Privacy Policy and these Terms, the Privacy Policy will take precedence.
6. Without prejudice to the generality of clause 5.2, You will ensure that You have all necessary appropriate consents and notices in place to enable lawful transfer of Software Works For You Personal Data and Customer Personal Data to Software Works For You Ltd for the duration and purposes of this Agreement.
7. In relation to Customer Personal Data, Schedule 2 sets out the scope, nature and purpose of processing by Software Works For You Ltd, the duration of the processing and the types of personal data and categories of data subject.
8. Without prejudice to the generality of clause 5.2 Software Works For You Ltd shall, in relation to Customer Personal Data:
a. process that Customer Personal Data only on Your documented instructions, which shall be to process the Customer Personal Data for the purposes set out in Schedule 2, unless Software Works For You Ltd is required by Applicable Laws to otherwise process that Customer Personal Data. Where Software Works For You Ltd is relying on Applicable Laws as the basis for processing the Customer Personal Data, Software Works For You Ltd shall notify You of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Software Works For You Ltd from so notifying You on important grounds of public interest. Software Works For You Ltd shall inform You if, in the opinion of Software Works For You Ltd, Your instructions infringe Applicable Data Protection Legislation;
b. implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, the Customer Personal Data, having regard to the state of technological development and the cost of implementing any measures;
c. ensure that any personnel engaged and authorised by Software Works For You Ltd to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
d. assist You insofar as this is possible (taking into account the nature of the processing and the information available to Software Works For You Ltd), and at Your cost and written request, in responding to any request from a data subject and in ensuring Your compliance with Your obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
e. notify You without undue delay on becoming aware of a personal data breach involving the Customer Personal Data;
f. at the written direction of You, delete or return Customer Personal Data and copies thereof to You on termination of this Agreement unless Software Works For You Ltd is required by Applicable Law to continue to process that Customer Personal Data. For the purposes of this clause 5.6.f Customer Personal Data shall be considered deleted where it is put beyond further use by Software Works For You Ltd; and
g. maintain records to demonstrate compliance with this clause 5.
9. You hereby provide Your prior general authorisation for Software Works For You Ltd to:
a. appoint processors to process the Customer Personal Data, provided that Software Works For You Ltd:
i. shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on Software Works For You Ltd in this clause 5;
ii. shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of Software Works For You Ltd; and
iii. shall inform You of any intended changes concerning the addition or replacement of the processors, thereby giving You the opportunity to object to such changes provided that if You object to the changes and cannot demonstrate, to Software Works For You Ltd’s reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, You shall indemnify Software Works For You Ltd for any losses, damages, costs (including legal fees) and expenses suffered by Software Works For You Ltd in accommodating the objection;
b. transfer Customer Personal Data outside of the UK as required for the Purpose, provided that Software Works For You Ltd shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, You shall promptly comply with any reasonable request of Software Works For You Ltd, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the UK Information Commissioner from time to time (where the UK GDPR applies to the transfer).
10. Software Works For You Ltd may temporarily collect and store your IP address to monitor for security threats, prevent fraud, and improve service functionality. This data will be stored for no longer than necessary to fulfil this purpose and will be handled in accordance with our Privacy Policy.
6. INTELLECTUAL PROPERTY
1. General: Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of Software Works for You Ltd (or its licensors).
2. Ownership of Data: Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Software Works for You Ltd Access Fee when due. You grant Software Works for You Ltd a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.
3. Backup of Data: You must maintain copies of all Data inputted into the Service. Software Works for You Ltd 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. Software Works for You Ltd expressly excludes liability for any loss of Data no matter how caused.
7. WARRANTIES AND ACKNOWLEDGEMENTS
1. Authority: You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
2. Acknowledgement: You acknowledge that:
a. You are authorised to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorised to use the Service. You are also authorised to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).
b. Software Works for You Ltd has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
i. You are responsible for ensuring that You have the right to do so;
ii. You are responsible for authorising any person who is given access to information or Data, and you agree that Software Works for You Ltd has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and
iii. You will indemnify Software Works for You Ltd against any claims or loss relating to:
i. Software Works for You Ltd’s refusal to provide any person access to Your information or Data in accordance with these Terms;
ii. Software Works for You Ltd’s making available information or Data to any person with Your authorisation.
c. The provision of, access to, and use of, the Services is on an “as is” basis and at Your own risk.
d. Software Works for You Ltd 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. Software Works for You Ltd is not in any way responsible for any such interference or prevention of Your access or use of the Services.
e. [there is no e]
f. It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
g. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
3. Consumer guarantees: You warrant and represent that You 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.
8. LIMITATION OF LIABILITY
1. Except as expressly and specifically provided in these Terms:
a. You assume sole responsibility for results obtained from the use of the Services and for conclusions drawn from such use. Software Works For You Ltd shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Software Works For You Ltd by You in connection with the Services or any actions taken by Software Works For You Ltd at Your direction;
b. 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, exclude from these Terms; and
c. the Services are provided to You on an ‘as is’ basis.
2. Nothing in these Terms excludes the liability of Software Works For You Ltd:
a. for death or personal injury caused by Software Works For You Ltd’s negligence; or
b. for fraud or fraudulent mispresentation.
3. Subject to clause 8.1 and clause 8.2:
a. Software Works For You Ltd 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 of 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 these Terms; and
b. Software Works For You Ltd’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms/the Services shall be limited to the total Access Fees paid during the 6 months immediately preceding the date on which the claim arose.
4. Nothing in these Terms excludes Your liability for any breach, infringement or misappropriation of Software Works For You Ltd’s Intellectual Property Rights.
9. TERMINATION
1. Trial policy: When You first sign up for access to the Services You can evaluate the Services under the defined trial usage conditions, with no obligation to continue to use the Services. If You choose to continue using the Services thereafter, You will be billed from the end of the Trial.
2. Subscriptions: Software Works for You Ltd will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.
3. No-fault termination: These Terms will continue for the period covered by the Access Fee paid or payable under clause 3.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party before the end of the relevant payment period. If You terminate these Terms You shall be liable to pay all relevant Access 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.
4. Breach: If You:
a. breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
b. 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 Access Fees that are more than 30 days overdue); or
c. You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction.
d. Software Works for You Ltd may take any or all of the following actions, at its sole discretion:
i. terminate this Agreement and Your use of the Services and the Website;
ii. suspend for any definite or indefinite period of time, Your use of the Services and the Website;
iii. suspend or terminate access to all or any Data.
e. Take either of the actions in sub-clauses (i), (ii) and (iii) of this clause 9.4 in respect of any or all other persons whom You have authorised to have access to Your information or Data.
For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organisations (as defined at clause 3) is not made in full by the relevant due date, Software Works for You Ltd may: suspend or terminate Your use of the Service, the authority for all or any of Your Organisations to use the Service, or Your 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 You will:
a. remain liable for any accrued charges and amounts which become due for payment before or after termination; and
b. immediately cease to use the Services and the Website.
Expiry or termination:
Clauses 3.1, 3.[7], 4, 5, 7, 8, 9 and 11 survive the expiry or termination of these Terms.
10. HELP DESK
1. Technical Problems: In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Software Works for You Ltd. If You still need technical help, please check the support provided online by Software Works for You Ltd on the Website or failing that email us at support@softwareworksforyou.co.uk
2. Service availability: Whilst Software Works for You Ltd 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 may be unavailable to permit maintenance or other development activity to take place.
If for any reason Software Works for You Ltd has to
interrupt the Services for longer periods than Software Works for You Ltd would normally expect, Software Works for You Ltd will use reasonable endeavours to publish in advance details of such activity on the Website.
11. GENERAL
1. Entire Agreement: These Terms, together with the Software Works for You Ltd’s Privacy Policy and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Software Works for You Ltd relating to the Services and the other matters dealt with in these Terms.
2. Waiver: 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.
3. Delays: 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: You may not assign or transfer any rights to any other person without Software Works for You Ltd’s prior written consent.
5. Governing law and jurisdiction: In all situations, this Agreement is governed by the laws of England and Wales and You hereby submit to the exclusive jurisdiction of the courts of England and Wales for all disputes arising out of or in connection with this Agreement.
6. Severability: 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 which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of these Terms will be binding on the parties.
7. Notices: 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 Software Works for You Ltd must be sent to support@softwareworksforyou.co.uk or to any other email address notified by email to You by Software Works for You Ltd. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
8. Rights of Third Parties: A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
SCHEDULE 1. Role of the Parties
Where we are collecting and processing data about you in order to perform the contract with you and normal business practises.
Please see the Privacy Policy for more details.
Part 2 : Where Software Works For You Ltd acts as a processor
This is where your client’s data is stored on our system.
Please see clause 5 of this agreement for more details.
SCHEDULE 2. Particulars of the Processing
We will hold on our system’s personal information relating to your customers which you have entered into the system.
This includes among other things your client’s personal details.
Data is stored on our systems in order for the software to perform its functions.
Data is held according to your instructions.