Effective Date: June 1, 2024
Last Updated: June 1, 2024
These Terms and Conditions (“Terms”) govern your use of Onesales Ltd.’s (“we,” “our,” “us”) software products, consulting services, and related offerings. By purchasing or using our software or services, you agree to these Terms.
1. Scope
- These Terms apply to:
- Software – if you purchase or subscribe to our software solutions.
- Services – if you purchase consulting, implementation, or professional services.
- If you purchase only software, the Services terms do not apply.
- If you purchase only services, the Software terms do not apply.
- If our solution includes third-party software or services, the terms of those providers also apply.
2. Your Account
You may need an account to use our software or services. You are responsible for:
- Providing accurate, up-to-date information
- Keeping your account credentials secure
- All activities under your account
3. Software Terms
If you purchase or subscribe to our software:
- License/Subscription: We grant you a limited, non-exclusive, non-transferable right to use the software during your subscription or license term.
- Restrictions: You may not reverse engineer, resell, or make the software available to unauthorized users.
- Availability: We use reasonable efforts to keep the software available but cannot guarantee uninterrupted access.
- Updates: We may provide updates or improvements during your subscription.
- Free Trials: If you access our software on a free or trial basis, it is provided “as is” with no warranties or service commitments.
- Third-Party Services: If you connect to third-party applications, their terms apply.
4. Services Terms
If you purchase consulting, implementation, or professional services:
- Scope of Work: Details are described in a proposal, statement of work, or order form agreed by both parties.
- Delivery and Acceptance: Services will be deemed delivered when we complete the tasks, milestones, or deliverables described in the applicable statement of work or order form. You will have 10 business days from delivery to review and notify us in writing of any material issues. If you do not notify us within that period, the services will be deemed accepted. Any changes or additional work beyond the agreed scope will require a separate written agreement.
- Your Responsibilities: You agree to provide timely access to personnel, systems, and information needed for delivery.
- Non-Solicitation: You agree not to directly hire our employees who provide services to you for 12 months after completion, unless agreed in writing.
5. Fees and Payment
- Fees are set out in your order form, proposal, or invoice.
- Payments are due as stated. Late payments may result in suspension of access or services.
- Fees are non-refundable unless required by law or stated otherwise.
6. Intellectual Property
- Software: All intellectual property rights in our software remain with us. You are granted only the limited rights described in these Terms.
- Services Deliverables: Deliverables we create for you belong to you once paid in full, unless otherwise agreed.
- Feedback: Suggestions or feedback you provide may be used by us without restriction.
7. Confidentiality
Both parties agree to keep confidential any non-public information shared and to use it only for the purpose of fulfilling these Terms.
8. Data Protection
We process personal data according to our [Privacy Policy]. You are responsible for ensuring any data you provide is lawfully collected and shared.
9. Warranties and Disclaimers
- Software: Provided “as is,” except as required by law. We do not guarantee uninterrupted or error-free operation.
- Services: Delivered with reasonable skill and care.
- General: We disclaim all other warranties, express or implied, including fitness for a particular purpose.
10. Limitation of Liability
- Neither party is liable for indirect, incidental, special, or consequential damages, including loss of profits, revenue, data, or business opportunities, even if advised of the possibility.
- Each party’s total liability under these Terms is capped at the total amount you paid to Onesales Ltd. for the software or services giving rise to the claim in the 12 months before the event occurred.
- This limitation does not apply to liability that cannot be excluded under applicable law (e.g., fraud, intentional misconduct, death or personal injury caused by negligence).
11. Termination
Software Subscriptions
- Software subscriptions run for the term set out in your order form.
- Either party may choose not to renew at the end of the term by providing written notice before renewal.
- Early termination is not permitted unless the other party breaches these Terms and fails to cure the breach within 30 days of written notice.
- Upon termination or expiration, your right to use the software ends, and outstanding fees remain due.
Services
- Services are provided for the duration and scope described in the applicable order form or statement of work.
- Services cannot be terminated early for convenience, but either party may terminate if the other materially breaches these Terms and fails to cure within 30 days of written notice.
Survival
Confidentiality, intellectual property ownership, fees owed, limitation of liability, and dispute resolution provisions survive termination or expiration.
12. Force Majeure
Neither party is liable for delays or failure caused by events beyond reasonable control (such as natural disasters, cyberattacks, labor disputes, government actions, or internet failures).
13. Export Compliance
You agree not to use or export the software in violation of applicable export laws and regulations.
14. Assignment
Neither party may assign these Terms without the other party’s consent, except that either party may assign to a successor in a merger, acquisition, or sale of substantially all assets.
15. Entire Agreement and Precedence
These Terms, together with your order form or statement of work, form the entire agreement between you and Onesales Ltd. If there is a conflict, the order form or statement of work will take precedence.
16. Governing Law
These Terms are governed by the laws of England, unless otherwise required by applicable law.
17. Changes to Terms
We may update these Terms from time to time. The “Last Updated” date shows the most recent version. If changes are material, we will notify you via email or website notice. Continued use of our software or services means you accept the updated Terms.
