This Agreement (the Agreement) governs the acquisition and use of our Services. If you register for a Free Trial, this Agreement will also govern that Free Trial. By using the Services, You expressly agree to be bound by this Agreement. If You do not agree to be bound by any term or condition contained in this Agreement, You may not install, copy, or otherwise use the Services or Website. If You do not agree to all of the terms of this Agreement, You are not authorised to use the Services or Website. This Agreement is effective as between You and Us from the date You started to use the Services.
We reserve the right to amend this Agreement at any time by notifying You as provided in this Agreement, provided that no notice shall be required for non-substantive changes to the Agreement. If we substantively amend this Agreement, we will post the updated Agreement on the Website giving at least seven (7) days’ notice before the changes take effect, during which period of time you may reject the changes by terminating your account. If You do not agree to any of these terms or any future Agreement, do not use or access (or continue to access) the Services or Website.
1. Definitions & Interpretations
1.1 Content means all documents, files, electronic media, calendar dates, discussions, tasks, meetings, telephone and web conference details and whiteboards, visual, written or audible data, information or material including, without limitation: any hyperlink, application, graphic, artwork, video, music, text, image, logo, word, sound avatar, document, spreadsheet, text message, form entry, web page, and any other file or data or any similar material, including but not limited to each of the foregoing that is uploaded to, transferred through, publicly posted, processed or entered into the Services.
1.2 Free Trial means Your limited right to use the Services free from any payment obligation, from the date of Your registration to use the Services until one month thereafter. If at the end of a Free Trial, You do not wish to purchase the Services from Us, please notify us by sending an email to: email@example.com. In the event that You do not notify Us of Your intention to cancel or pay for the Services, We reserve the right to deny You access to Your account and the Services and delete any Content associated with your account.
1.3 Intellectual Property Rights means all right, title, and interest in and to any copyright, database, design, logo, trademark, service mark, patent, invention, trade secret, domain name, confidential and proprietary information, know-how, technology, business name, trade name, trade dress, technical solutions, associated right to sue (past, present, and future), and any other intellectual property rights whether existing at common law, applied for, registered or unregistered and all extensions, renewals, continuations, continuations in part, divisionals, reissues, re-examinations, and revivals thereof and existing anywhere in the world.
1.5 The Parties means You and Us collectively.
1.6 User means an individual who has completed the user registration process and created a user account with Staff Squared. This includes any individual that We create a user account for on Your behalf and any individual invited by You to become a User.
1.7 Website means the website at www.staffsquared.com any other associated staffsquared.com domains.
1.8 We/Us/Our/Staff Squared means the Atlas Computer Systems Ltd company described in Section 22 "Who You are Contracting With, Governing Law and Jurisdiction".
1.9 Workspace means a secure, private online service where You can share files, information, discuss ideas, arrange meetings and use all of Staff Squared’s tools and features with Your clients, colleagues and teams, which can be accessed by Users who are authorised by You to access the service.
1.10 You or Your means the company or other legal entity for which You are accepting this Agreement and any other party that You have authorised to use the Services or Website on Your behalf.
1.11.1 Any reference to a "person" includes any individual, company, corporation, firm partnership, joint venture, association, organisation or trust (in each case, whether or not having separate legal personality) and references to any of the same shall include a reference to the others;
1.11.1 References to any legislation, statute or statutory provisions includes a reference to those provisions as amended or re-enacted or as their application is modified by other provisions from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision;
1.11.3 Any phrase introduced by the words "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative only and shall not be construed as limiting the generality of any preceding words; and
1.11.4 References to the singular include the plural and in each case vice versa.
2. Grant of License
2.1 Subject to the terms of this Agreement, We hereby grant to You a non-transferable, non exclusive, non-sublicensable limited term right and license to access and use the Services and Website solely for the purpose of storing or otherwise using or sharing Content with other Users.
2.2 Except for the rights specifically granted under this Agreement, You are not given any right, title or interest in or to the Services or Website, and We expressly reserve all such rights, title and interests.
2.3 The license granted to You by Us under Clause 2.1 above depends upon Your compliance with the terms of this Agreement.
2.4 The Services and Website provided by Us to You and any copies thereof made by You are and shall remain Our exclusive property.
2.5 You agree that You shall not do any of the following acts:
a. Distribute, sell, supply, modify, alter, adapt, translate, amend, incorporate, merge, or otherwise alter Staff Squared’s Services, Website and all Content provided to You by Us as part of the Services or Website;
b. Attempt to decompile, reverse engineer or otherwise disassemble any Content provided to You as part of the Services or Website;
c. Attempt to copy or decrypt any Content provided to You as part of the Services or Website, including but not limited to software, software source code, or any part of software that is provided to You in an encrypted form;
d. Create any derivative works of any Content provided by Us to You, including but not limited to, the translation or localization of any software or break down of any software, which is licensed to You as a single product, into its component parts;
e. Redistribute, encumber, sell, rent, lease, transfer or otherwise use any Content provided by Us to You, including but not limited to software, provided by Us to You in a timeshare or service bureau relationship; or
f. Remove, alter, or destroy from Content provided by Us to You any logo, copyright or proprietary notices, legends, symbols, labels, watermarks, signatures or any other like marks affixed to or embedded in such Content.
2.6 Any breach of Clause 2.5 entitles Us to immediately terminate this Agreement, without prejudice to any other rights or remedies We may have against You.
2.7 You may grant other Users access to Your Workspaces, and such other Users will be bound by the terms of this Agreement.
3. Services and Access to Services
3.1 We reserve the right at any time and from time to time to reasonably modify or discontinue, temporarily or permanently, the Services or Website (or any part thereof), including but not limited to modifications to the design, operational method, technical specifications, systems, and other functions. You agree that We shall not be liable to You or to any third party for any modification, suspension, or discontinuance of the Services or Website.
3.2 The Services are normally available over the Internet around the clock. We shall be entitled to take measures that affect the aforementioned accessibility when We deem such to be necessary for technical, maintenance, operational, or security reasons. You are hereby aware and acknowledge that Your access to the Internet cannot be guaranteed and that We shall not be liable for deficiencies in Your own Internet connections or equipment.
3.3 We shall be entitled to retain subcontractors for the performance of obligations in accordance with this Agreement.
3.4 In the event that You create a User account using an email address belonging to a third party, such User account may be from time to time or may later become subject to additional terms and conditions. You are aware of and acknowledge that such third party could impose access restrictions on Your access to the Services. We will not be liable to You for such lack or curtailment of access.
3.5 The Services or Website may contain links to third party websites that are not owned or controlled by Us. These links are provided solely for Your convenience. We have no control over any linked third party sites, are not responsible for the content of such sites, and make no representations or warranties with respect to such sites. If You click through to a third party's site, You do so at your own risk. You acknowledge and agree that under no circumstances will We be liable in any way for any third party Content posted, displayed, linked to or otherwise transmitted via Services or Website.
4. Your Obligations
4.1 You shall comply with the security and administrative regulations as notified by Us in conjunction with registration, by email or in any other manner from time to time made available on the Website.
4.2 By using the Services or Website, You represent that You are authorised to receive the Services under the laws of the geographical jurisdiction in which You are located, and specifically that You can form a binding contract with Us, and You may use the Services or Website only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. By your use of the Services and Website, You affirm that You are at least 18 years of age, have attained the legal age of majority in your geographical location, or possess legal parental or guardian consent if required, and are fully able and competent to enter into the terms, conditions, and obligations, set forth in this Agreement. In any case, You affirm that you are 13 years old or older, as the Services and Website are not intended for children under the age of 13. If You are under 13 years of age, do not use the Services and Website .
4.3 You agree to reasonably: (a) provide true, accurate, current and complete information about Users as prompted by the registration process, including User’s identity and a correct and legitimate email address (the "Registration Data"); (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete; (c) maintain the security of Your password and identification; and (d) consent and authorise Us to verify Your Registration Data. If You provide any information that is untrue, inaccurate, not current or incomplete, or We have a reasonable belief that such information is untrue, inaccurate, not current, or incomplete, We have the right to suspend or terminate a User account and refuse any and all current or future use of the Services or Website (or any portion thereof).
4.4 You acknowledge, consent, and agree that We may access, preserve and disclose Your account information and Content if required to do so by law or in good faith believe that such access, preservation, or disclosure is reasonably necessary to: (a) respond to Your requests for Your service; (b) comply with legal process; (c ) enforce this Agreement; (d) respond to claims that Your Content violates the rights of third parties; or (e) protect the rights, property, or personal safety of Us, other Users, or the public.
4.5 You are responsible for maintaining the confidentiality of Your password and Registration Data. You agree to notify Us immediately of any unauthorised use of Your account, password, or any other breach of security. You may be held liable for losses incurred by Us or any other user of the Services or Website due to someone else using Your Registration Data.
4.6 You shall be responsible for the activities You conduct through use of the Services and Website and shall ensure compliance with laws in conjunction therewith. All Content uploaded to, transferred through, publicly posted, processed or entered into the Services by You shall be Your sole responsibility.
4.7 You agree that We may use Your company name and/or logo on Our marketing materials, including the Website, collateral and press releases.
4.8 You agree not to:
a. Use or launch any automated system, including without limitation, "robots", "spiders" or "offline readers" that accesses the Services or Website in a manner that sends more request messages to Our servers in a given period of time than a single human can reasonably produce in the same period by using a conventional online web browser;
b. Collect or harvest any personally identifiable information, including names, from the Services or Website;
c. Use any information provided in the Services or Website for the sending of spam, bulk email messages, bulk instant messages, MP3 files, music files, video files or executable program files, any bulky files, or any other file that has a disproportionate number of hits for the number of pages or network transfers;
d. Use any part of the Services or Website to upload, post, email, or transmit viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other software, files or programs that may interrupt, damage, destroy or limit the functionality of any computer software or hardware or network equipment;
e. Use any part of the Services or Website to pretend to be Staff Squared or someone else or otherwise misrepresent your identity or affiliation or attempt to disguise the origin of any Content;
f. Use the Services, Website or any part thereof to violate or infringe anyone's Intellectual Property Rights;
g. "Stalk" or otherwise harass another;
h. Interfere with or disrupt the Website, servers, or networks connected to the Website, or disobey any requirements, procedures, policies, or regulations of networks connected to the Website;
i. Upload, post, email, transmit, or otherwise make available any Content that We, in our sole discretion, deem to be unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, inflammatory, hateful, or racially, religiously, ethnically, or otherwise objectionable, or harmful to minors;
j. Attempt to gain unauthorised access to the Services or Website or any portion or feature of thereof, or any other systems or networks connected to the Website or to any of Our servers;
k. Probe, scan, or test the vulnerability of the Website or any network connected to the Website, nor breach the security or authentication measures on the Website or any network connected to the Website;
l. Take any action that imposes an unreasonable load on the Services or Website or on Our infrastructure or networks or any networks connected to the Website;
m. Use the Services or Website in order to obtain material which per se or if sent to another party might injure the reputation of a third party, or in any manner which may result in the infringement of any third party's Intellectual Property Rights, or which constitutes a dissemination of business secret, or may incite a third party to commit or participate in a crime, or may be understood as constituting a threat, or to use the Services in any other manner incompatible with the purpose thereof;
n. Register, operate or otherwise control more than one User account; or
o. Provide access to the Services or Website to anyone else other than Users.
4.9 You represent and warrant that You shall be responsible for monitoring Your Workspaces and shall be liable to Us for ensuring that Content transferred to or handled within the Services or Website which is processed by You and/or individuals invited by You to do so does not infringe any third party rights nor in any other manner violates governing legislation or regulation, and that You possess such necessary licenses from third parties as may be required in order to process the Content/use the Services.
4.10 You understand that Your Content, whether publicly posted or privately transmitted, is the sole responsibility of You and/or the person from whom such content originated. This means that You, and not Us, are entirely responsible for all Content that You upload, post, email, transmit or otherwise make available via the Services or Website. We do not control the Content posted by Users, and do not guarantee the accuracy, integrity, or quality of such Content. You agree that You must evaluate, and bear all risks, associated with, the use of any third party Content, including any reliance on the accuracy, completeness, or usefulness of such Content. Additionally, We do not represent, warrant, or guarantee the truthfulness, accuracy, quality or reliability of any of the third party Content posted, displayed, linked to or otherwise transmitted via the Services or Website. Under no circumstances will We be liable in any way for any third party Content, including, but not limited to, any errors or omissions in any third party content, or any loss or damage of any kind incurred as a result of the use of any third party Content posted, emailed, transmitted or otherwise made available via the Services or Website.
4.11 You are aware and hereby acknowledge that You are not permitted to use the Services or Website in order to gain material in violation of any law or material which in any manner contravenes generally accepted practices.
4.12 Any breach of the obligations set forth in this Section 5 entitles Us to immediately terminate this Agreement, without prejudice to any other rights or remedies We may have against You.
You agree to indemnify and hold Us and our subsidiaries, affiliates, officers, agents, and employees harmless from any losses, expenses, costs or damages (including reasonable legal fees, expert fees, and other costs of litigation) suffered or incurred by Us arising directly or indirectly from, as a result of, or in any manner related to any claim, demand, or action based upon Content You submit, post, transmit, or otherwise make available through Your use of the Services or Website, Your violation of this Agreement, or Your violation of any rights of another.
6. Notification of Unauthorised Acts
6.1 You are obligated to notify Us in writing regarding any actual or perceived breach of this Agreement.
6.2 In the event that You notify Us in accordance with Clause 6.1 above, You shall co-operate fully with Us by providing Us with all information that is reasonably requested by Us from You.
7. Proprietary Rights
7.1 We shall hold title to all Intellectual Property Rights or, in the alternative, shall possess a sole right to use the same. Such Intellectual Property Rights may only be used by You in the manner stated in this Agreement. Under no circumstances shall You or a third party acquire any Intellectual Property Rights to the Services or Website. Note that access to the Services and Website is licensed, and not sold, on the terms set out in this Agreement.
7.2 All Content uploaded to, transferred through, publicly posted, processed or entered into the Services or Website by You shall remain Your sole property or the property of its respective legal owner. We shall have no liability for such Content. We do not claim any rights to your Content. We do not have access to Your Content save by express approval by You, allowing Us access to Your Content through methods such as, but not limited to, an invitation to Us by You to join one or more of Your Workspaces. By uploading third party content, You represent and warrant that you have obtained all necessary licenses, permissions, consents and agreements necessary for the lawful use of such third party content by Us and by third parties in accordance with this Agreement and in order for Us to provide the Services. You agree to indemnify and hold Staff Squared and our subsidiaries, affiliates, officers, agents, and employees, harmless from any claim or demand, including but not limited to reasonable attorneys' fees, made by any third party due to or arising out of Your Content.
8.1 You are responsible for any and all activity made by You or anyone You allow to use the Services or Website.
8.2 You are responsible for ensuring that Your Internet connections, computer unit and telephone service are compatible with the Services and Website and for any damage that may be caused to such items by anything You access or obtain using them. We shall not be liable for any losses suffered by You as a result of any such incompatibility or damage. You are responsible for paying any and all charges in relation to Your internet connection, computer unit and telephone service.
8.3 You are responsible for ensuring that all Content uploaded by You is lawfully used and furthermore You are responsible for ensuring that any and all use of whatever nature is lawful.
8.4 We neither endorse nor are We responsible for the accuracy, reliability or veracity of any opinion, advice, or statement including but not limited to the pricing or other information of products or other services offered for sale or license or otherwise marketed via the Staff Squared Service and We are further not responsible and nor shall You deem Us to be responsible for any defamatory, obscene, racist, sexist, or other derogatory Content even where such Content is in breach of any rule imposed by Us. We shall not be liable for any loss suffered by You in reliance on any statement, opinion or advice in the Staff Squared Service or Website and it is entirely incumbent on You to verify the accuracy of such opinion, advice or statement offered or other Content through the Staff Squared Service or Website prior to Your reliance upon it. Wherever possible You ought to obtain the advice of a recognised professional in the relevant field in which the opinion, advice or statement is offered. In this regard, You shall indemnify Us and Our employees and hold Us and Our employees harmless from any and all claims, expenses, legal fees and all other costs and disbursements incurred by You as a result of Your using the Services or Website or of You entering into any third party relationships.
9. Limited Warranties and Presentations
We warrant only that the Website and Services shall perform substantially in accordance with the descriptions of the Service contained in printed materials produced by Us and/or appearing on the Internet on a Staff Squared website, a Staff Squared sponsored site or advertisement. The entire and exclusive remedy for breach of this Limited Warranty shall be, at Our option, either (i) the return of the relevant license fee paid, or (ii) to repair, upgrade, or otherwise enhance the performance of Staff Squared to address the failure of performance.
EXCEPT AS SET FORTH ABOVE, THERE ARE NO OTHER WARRANTIES EITHER EXPRESS OR IMPLIED, AND ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND THE WARRANTY OF MERCHANTABILITY.
The aforesaid warranties and disclaimer shall survive acceptance, payment and termination.
YOU EXPRESSLY CONFIRM THAT YOU UNDERSTAND AND AGREE THAT WE PROVIDE REASONABLE EFFORTS TO ENSURE THE AVAILABLILITY AND SECURITY OF OUR PRODUCTS AND SERVICES, BUT YOUR USE OF THE SERVICES AND WEBSITE IS AT YOUR SOLE RISK. THE SERVICES AND WEBSITE ARE PROVIDED TO YOU "AS IS" AND "AS AVAILABLE" AND COULD CONTAIN DEFECTS, FAULTS, MISTAKES, AND OTHER DEFICIENCIES. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
OTHER THAN THE UNDERTAKINGS SET OUT IN THIS DOCUMENT ABOUT SERVICE LEVELS, WE MAKE NO WARRANTY THAT (i) ACCESS TO OUR SERVICES OR WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, TIMELY, SECURE, OR WILL OPERATE AT ANY PARTICULAR SPEED OR FREQUENCY; (ii) OUR SERVICES WILL MEET YOUR REQUIREMENTS; OR (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SERVICES OR WEBSITE WILL BE ACCURATE OR RELIABLE. YOU AGREE THAT ANY LIABILITIES BY EITHER US OR YOU UNDER THESE TERMS & CONDITIONS ARE CAPPED AT THE AMOUNT PAID IN THE PREVIOUS 12 MONTHS BY YOU TO US.
THESE DISCLAIMERS CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SERVICES OR WEBSITE IS AUTHORISED HEREUNDER EXCEPT PURSUANT TO THESE DISCLAIMERS.
10. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICES OR WEBSITE.
THE FOREGOING LIMITATION SHALL NOT APPLY TO OUR LIABILITY FOR DAMAGES ARISING FROM A THIRD PARTY CLAIM FOR GROSS FRAUD OR PERSONAL INJURY (INCLUDING DEATH) TO THE EXTENT SUCH INJURY IS CAUSED IN WHOLE OR IN PART BY OUR NEGLIGENCE.
The provisions of this Agreement are necessary for the protection of the business and goodwill of the Parties and are considered by the Parties to be reasonable for such purpose. You agree that any breach of this Agreement may cause Us substantial and irreparable damages and, therefore, in the event of any such breach, in addition to other remedies which may be available, We shall have the right to seek specific performance and other injunctive and equitable relief. In the event that You use the Services or Website for commercial purposes in breach of this Agreement, You agree that We shall be entitled to any proceeds that You have obtained from such activity, without prejudice to other rights or remedies We may have against You.
Staff Squared provides means for Account cancellation by contacting support (firstname.lastname@example.org) and via your account. If You cancel within 90 calendar days of the end of the Free Trial, and You request a refund, Staff Squared will refund all payments You have made to Staff Squared within the 90 calendar days prior to the cancellation and refund request.
13. Term & Termination
14. Fees and Payment for Services
14.1 All Fees are payable monthly in advance. Failure to pay Us the agreed amount within the agreed payment terms may result in legal action being taken to secure any outstanding fees. You shall also be liable for any additional costs, including legal costs, incurred by Us to secure such fees.
14.2 Orders can be paid by credit or debit card. Your credit or debit card details will be stored securely. If you provide us with debit or credit card details, you authorise Us to charge such debit or credit card as soon as practicable by Us.
Neither this Agreement nor any rights, licenses or obligations under it, may be assigned by You. Any attempt by You to assign, transfer or delegate this Agreement shall be null and void. We may assign this Agreement or any rights, licenses or obligations under it in Our sole discretion.
16. Entire Agreement
This Agreement supersedes all prior or contemporaneous agreements, arrangements and undertakings, whether oral or written, between the Parties and constitutes the entire agreement between the Parties relating to its subject matter. Notwithstanding the foregoing, the obligations of the Parties under any pre-existing non-disclosure agreement shall remain in full force and effect in so far as there is no conflict between the same. The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement.
17. Force Majeure
16.1 Neither Party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance which result from circumstances beyond the reasonable control of that Party. If such circumstances continue for a continuous period of more than 4 weeks, either Party may terminate the Agreement by written notice to the other Party.
16.2 Any costs arising from such delay shall be borne by the Party incurring the same.
Any notice to be given under this Agreement shall be by email via the email address You provide to Us, or such other working email address for You as You may notify to Us from time to time. Any notice to Us depends on where You are domiciled and should be addressed to the relevant company described in Section 22.
If any part of this Agreement shall be adjudged by any court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby and shall be enforced to the maximum extent permitted by applicable law. If any remedy set forth in this Agreement is determined to have failed of its essential purpose, then all other provisions of this Agreement, including the limitations of liability and exclusion of damages, shall remain in full force and effect.
No delay, neglect or forbearance on Our part in enforcing against You any term or condition of this Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of Us under this Agreement. No right, power or remedy in this Agreement conferred upon or reserved for Us is exclusive of any other right, power or remedy available to Us.
21. Third Parties
This agreement shall not confer any rights on third parties.
22. Who You are Contracting With, Governing Law and Jurisdiction
You are contracting with: Atlas Computer Systems Limited (trading as Staff Squared), with offices at Cottis House, Locks Hill, Rochford, Essex SS4 1BB and the governing law is that of England and Wales, Company No 05078708.