These Terms of Service are issued by Statii Limited whose registered office is at The Tangent, Shirebrook, Derbyshire NG20 8RX hereafter referred to as Statii.
They constitute the entire agreement between Statii and prevail over any other Terms or purchase conditions putforward by the Client.
No variation or alteration of these Terms shall be valid unless the details of such variation are agreed between theClient and Statii and are set out and approved in writing by a Director of Statii and a copy of the varied Terms isgiven to the Client stating the date on or after which they shall apply.
1.1 In these Terms of Service, unless the context otherwise requires, the following expressions have the following meanings:
“Statii” means Statii Limited in relation to the supply of Products or Services to the Client.
“Client” means the individual, business, or other organisation with whom Statii contracts.
“System” means the Statii software platform.
1.1 These Terms shall be deemed accepted by the Client simply by the use of the System. A Clients user agrees to these Terms of Service prior to launching the system on the first launch. These Terms of Service maybe updated at any time and notified to clients via the System.
1.2 This Agreement shall be effective between the Parties from the date the client is subscribed shown as thecommencement date on the Clients initial invoice. The Agreement is entered into for an indefinite term and may be cancelled by either Party as provided herein.
1.3 The System and the Content may only be used in such manner as necessary for utilising the Service for itsintended purpose and only during the time that the Agreement is in force between the Parties. The Client acknowledges that they have no right to have access to the Software outside the Agreement.
1.4 With respect to assignment and sub-licensing, the Parties have agreed that (i) the Client has no right to sublicense or assign the benefit or burden of this Agreement (in whole or in part) and shall not allow theSystem or any other part of the Service to become the subject of any charge, lien or encumbrance without the prior explicit consent of Statii; (ii) Statii may sub-license, assign, charge and otherwise dispose of its rights and obligations hereunder, provided it gives the Client reasonable notice thereof.
2.1 Statii can act only on the information and instructions given to Statii. It should not be assumed that Statii have any knowledge of any factual matters relating to the Client's requirements or business processes.Instructions may be given to Statii in writing or verbally. Statii may ask the Client to confirm in writing the terms of verbal instructions given to Statii. If there are any changes in the Client's instructions, the Client must notify Statii in writing immediately. If the Client is a Private Limited Company then Statii shall accept instructions from a nominated person, or any of the Directors of the Company, or the Company Secretary.
2.2 If the Client wishes Statii to accept instructions from anyone other than the persons responsible (see 2.1)then Statii shall require specific instructions to do so, specifically naming the person from whom Statii mayaccept instructions on behalf of the Client.
2.3 If the Client wishes Statii to accept instructions by email, the Client should not assume that an email has been received unless Statii confirms its receipt. If matters are urgent then the Client should contact Statii by telephone to ensure that the email has been received by the person to whom it has been sent.
3.1 Statii has no obligation to enhance, modify, or replace any part of the System or to continue developing or releasing new versions thereof.
3.2 The System is provided on an “as is” and “as available” basis.
3.3 Statii may enhance or otherwise modify the System at any time.
3.4 Statii test all software to ensure basic running functionality and software stability. This may be done with unit testing (repeatable programmatic tests) or manual testing as deemed appropriate by the developer. This testing does not guarantee proper function of the software.
4.1 Information passed to Statii is kept confidential and will not be disclosed to third parties unless authorised by the Client or required by law.
4.2 Client system data stored on servers managed by Statii is accessible by Statii. This data may be required for debugging, demonstration, support, or testing purposes. In the event that Client system data is necessary for such purposes involving parties other than Statii or the Client, then Statii will endeavor to ensure anonymity of data – either by programmatically changing identifying data such as names or telephone numbers, or be selecting data that can not be reasonably identified.
5.1 All productions of the System, including material involving contributions of the Client, are copyright of Statii.Advice given and documentation prepared is for Client use only and may not be copied or used by any Third Party or other legal entity without the express written consent of Statii.
5.2 All software produced during work undertaken on behalf of the Client will remain the intellectual property of Statii and is licensed only for Client use within a single company. Statii Ltd reserves the right to reuse components of the System in other projects.
5.3 Should any part of work that Statii have prepared for the Client be transferred to another supplier, theClient agrees to ensure that Statii’s property is not used by a third party for commercial advantage. Statii reserves the right to charge for the commercial use of Statii intellectual property.
6.1 Before a quotation can be raised for Custom/Bespoke coding can take place, a detailed written specification of the function or document should be submitted by the Client.
6.2 A written quotation is issued to the client based on the specification; it is the responsibility of the Client to confirm what has been interpreted as the requirement. A fixed cost is offered to the Client for bespoke work, irrespective of time spent or complexity that transpires.
6.3 Custom work is invoiced once the specification has been tested and approved by the Client, which must be within 7 working days of the work being released.
6.4 If custom work is cancelled by the client before release, Statii will invoice proportionally the time spent on the project.
6.5 Statii timescales are based on good faith expectations of Client cooperation and disclosure, and reasonable understanding of the technical challenges involved.
6.6 Statii requires the Client to be responsible for the detailed testing of the software as part of project cost control.
7.1 Billing cycle is calendar month and payments are due on the 1st of each month in advance.
7.2 An automated process is in place to invoice and collect subscriptions due. Direct Debit in place for UK Clients and Credit card method for international Clients.
7.3 No Bank or card details are taken or held directly by Statii instead being supported by third party encrypted portals.
7.4 All Invoice are raised and paid in £GBP
7.5 Should the Client reduce the number of users, when the billing cycle is started, this action does not reduce the already created invoice. It reduces the next invoice, which will be created automatically for the next billing cycle.
7.6 Statii shall be entitled to once annually apply a reasonable inflationary increase upon 30 days prior notice in writing to the client, this can include subscription rates, and the billing cycle applicable.
7.7 Statii has No Refund Policy. Clients will not get refunds for payments already made.Prepayments for future billing cycles are non-refundable. Payments for an already begun period are not returned. This does not depend on whether the Client used the System.
7.8 Failed or late payments that may be incurred by Statii, may be passed onto Client.
8.1 A “cloud” hosting and management service is provided for all Licensed Clients.
8.2 Enterprise or Professional hosting and management is determined by the system number of users.
9.1 Statii ensures that all of its hardware and software are protected from malware and viruses to the best of its ability and continuously updates to the latest software and security patches. Statii takes all precautionary measures to ensure that they never intentionally or unknowingly transfer any type of virus or malware to the Customer.
9.2 It is the sole responsibility of the Client to ensure that all appropriate measures are taken to ensure that their hardware and software are protected by anti-virus and anti-malware programs and to ensure that their software and hardware is up-to-date with the latest software patches.
9.3 System Data This data is created from general usage of the system by the client and is required to use the system. Examples include: Customer Records Sales Order Records, Purchase OrderRecordsThis data is backed up: Daily at 04:00am UTC for UK/EU clients and stored on our servers inGermany and Finland. Daily at 12:00am CST for US clients and stored on our servers in the US.All data, regardless of region, is also replicated to Microsoft Azure storage, on Microsoft’s servers in the south of the UK for all Uploads/Attachments. This data is defined as any files manually uploaded to Statii in the ‘Attachments’ sections of the system. Examples include:Drawings attached to an Inventory Item, Credit Notes attached to an Invoice, Test Certificate attached to a Purchase Order. This data is backed up: To the server the client system is on, immediately upon upload. Evidence via an email report every morning at 05:00am UTC all members of the Statii support team receive a ‘Backup Report’ email from the servers. This report includes information on the security of each server machine, as well as detailed individual statistics on each customer’s Statii system relating to:
If the recent backup was unsuccessful and if not the reason why.
Statii agrees to only process Personal Data for and on behalf of the Client for the purposes of performing the Services under this Agreement and in accordance with any other reasonable and lawful instructions issued by the Client in writing from time to time.
9.4 The Client retains all rights, title and interest in and to the Client’s Data.
9.5 Statii will ensure that all its employees processing the data are subject to a duty of confidence.
9.6 Statii will comply with the Data Protection Laws at all times.
10.1 Support during UK business hours Mon-Thurs 8:30 -16:30, Fri 8:30 – 14:30 is provided for LicensedClients.
10.2 Support is limited to System training, bug fixes, maintaining maximum service uptime and ensuring normal performance under normal load at the agreed scale of the licensing and hosting.
10.3 In the event of problems that cannot be resolved by other means, the Client agrees to allow the use of industry standard remote support services by Statii. The provision of any temporary passwords necessary to perform problem diagnosis shall be made promptly.
10.4 Support does not cover IT systems administered by the Client, including but not limited to user computers, user Internet connectivity, on-site networks, firewalls, and anti-virus software. It is the responsibility of the Client to ensure users have adequate access to Statii services as outlined in the technical requirements as outlined by Statii to the Client.
10.5 Where the License fee payment has not been paid, or the Client has otherwise violated the terms of the License. Statii reserves the right to charge a premium for any support given or deny support entirely.
10.6 All Clients have unlimited telephone and online support as part of their subscription package to licenced Users of the system. A fair usage policy applies.
10.7 Calls may be recorded for training and monitoring purposes.
11.1 If, for whatever reason, the Client decides to halt the subscription:i) Client to give Thirty days notice in writing that is acknowledged to the Client in writing byStatii.ii) Billing for the system will end on the thirtieth day from acknowledged date.
11.2 If the Client has acted in bad faith then Statii reserves the right to claim for loss of earnings using the appropriate legal process.
11.3 In the event that the Client does not agree with changes to their System, their sole and exclusive remedy shall be to unsubscribe from the Service Plan, terminating their use of theSystem.
11.4 The Client acknowledges that late payment may result in the suspension of the System or cancellation of the Agreement. If the billing cycle is not paid by the Customer within 14 days,
11.5 Statii can suspend the System. The Account can be deleted in case of non-payment within 28 days. No data can be restored after the deletion of the Account.
11.6 Upon termination, Clients can request all their data extracted for a fee dependent on size of the data packet.
12.1 It is the Client's responsibility to advise Statii of any change to contact details. Statii cannot be held responsible for lack of communication if Statii has incorrect contact details.
13.1 Statii warrants that:-
13.1.1 The technical support & maintenance services will be performed with all reasonable skill and care;
13.1.2 To the best of its knowledge and belief, the deliverables will not infringe theIntellectual Property Rights of any third party.
13.1.3 All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into the Contract, whether by statute, common law or otherwise, are hereby excluded to the fullest extent permitted by law, including, without limitation, any implied conditions, warranties or other terms as to satisfactory quality or fitness for purpose
13.1.4 No representation or warranty is given by Statii that all faults will be fixed or will be fixed within a specified period of time.
13.1.5 Statii shall, in no circumstances be liable to the Customer (including by way of indemnity) in respect of any of the following losses or damage (whether such losses or damage were foreseen, foreseeable, known or otherwise):
13.1.5.1 loss of actual or anticipated profits;
13.1.5.2 loss of business;
13.1.5.3 loss of revenue or of the use of money;
13.1.5.4 loss of contracts;
13.1.5.5 loss of use or downtime;
13.1.5.6 loss of anticipated savings;
13.1.5.7 loss of or corruption to data (including software) or other information; and
13.1.5.8 damage relating to the procurement by The Client of any substitute products or services.
13.2 Statii shall not accept responsibility for any actions that arise as a result of Statii carrying out Client requests. This includes but is not restricted to the way the Client has asked Statii to develop bespoke features, the misuse of images etc.
13.3 Neither the Client nor Statii avoids their own legal responsibility for fraud or any fraudulent misrepresentation death or personal injury caused by negligence (which means not taking sufficient care according to the law).
13.4 Statii shall not have any legal responsibility for any loss of profit or reputation or business by the Client for any loss or corruption of data by the Client or for any loss under any other contract by the Client.
13.5 Statii’s total legal financial responsibility under this agreement is limited to one months subscription specified on the Clients most recent invoice.
13.6 All delivery times quoted by Statii are estimated and approximate, so Statii will not have breached this agreement automatically because a project may become late, which means that legally "time is not of the essence". Statii shall not be responsible for delays e.g. testing delays, that are caused by the Client
14.1 This agreement shall be governed by and construed in accordance with the law of England and Wales.
