END USER LICENCE AGREEMENT
IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE:
This licence agreement (Licence) is a legal agreement between you (Licensee, you or your) and Lucid Interactive Limited (NI042685) whose registered office is at 2nd Floor, 16-18 Strand Road, Derry, Northern Ireland BT48 7AB (Licensor, we or our) for use of the services provided by this RepricerExpress software product (Software), which includes computer software, the data supplied with it, printed materials and online or electronic documentation (Documentation). If you have requested use of our optional auto pricing optimization software (Pricing Component) (available for download via our website at www.repricerexpress.com ) as part of the registration process, and have downloaded that Pricing Component, references to the “Software” within this Licence include the Pricing Component.
BY CHECKING THE BOX INDICATED TO ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD OUR TERMS AND CONDITIONS, OR BY USING THE SERVICES PROVIDED BY THE SOFTWARE (WHICHEVER OCCURS EARLIER), YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU AND YOUR EMPLOYEES. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE ARE UNWILLING TO LICENSE THE SOFTWARE AND PROVIDE OUR SERVICES TO YOU AND YOU MUST DISCONTINUE USE OF THE SERVICES PROVIDED BY THE SOFTWARE, DOWNLOADING AND/OR INSTALLATION OF THE SOFTWARE NOW.
The Licensor owns the Software, which provides a service which aims to assist professional sellers (be they private individuals or legal entities) who wish to manage their inventory, orders and product prices on online trading platforms (Platform(s)), and for those professional sellers who have opted to download the Pricing Component, aims to assist such professional sellers to optimize the price of products they offer for sale on such Platforms(s).
The services offered by the Software are only accessible on our website at www.repricerexpress.com (Site).
1 ACCESS CONDITIONS
1.1 You hereby warrant that: (a) you are the holder of a “Pro Merchant” (or other appropriate merchant) account with the Platform(s) you are using, and have a username and password granting you access to such Platform(s) (please note that some parts of the service offered by the Software will not work if you are not registered with the Platform(s) in this manner); (b) you have fulfilled all necessary registration requirements to use the Platform(s), hold an appropriate merchant account to use the Platform(s) and have fulfilled all other legal requirements necessary to access the Platform(s); (c) if using Amazon, you regularly sell products via the Platform(s) (“regularly” in this context meaning sales of no less than 50 products each month) and that you carry out such activity on the Platform(s) in a professional capacity; (d) that you agree to and will abide by all terms and conditions applicable to access to and use of the Platform(s) and are fully aware of the Platform(s) rules governing sales of products and setting of prices; (e) you have full legal capacity to enter into this Licence; and (f) you fully understand what you can get from using the services offered by the Software as set out in this Licence; and (g) you agree (upon expiry of the free trial period referred to below) to pay the Licensor solely by credit or debit card (which you are authorized to use for that purpose).
1.2 You undertake to provide accurate information about your identity, your address and the products you sell via the Platform(s) and to update such information (including information held on your user account) regularly and promptly.
1.3 You warrant that: (a) you will not use the Software to offer products for sale on the Platform(s) that are illegal, infringe third party rights (including, without limitation, third party intellectual property rights), which undermine public decency, infringe the Platform(s) terms of conduct or are otherwise offensive; (b) you have the requisite rights (including, without limitation, ownership rights) to advertise, offer to sell and sell the products via the Platform(s); and (c) no text placed by you or on your behalf alongside products offered for sale shall run contrary to applicable law or regulations, and that such text shall not be obscene, defamatory, threatening, contain any viruses or serve as the basis for any form of bulk mailing (Spam).
1.4 You will provide the Licensor with all information reasonably requested by it in order to enable full use of the Software or any services associated with same.
2.1 The Licensor will provide you with a confirmation email as soon as your registration is approved.
2.2 You undertake to keep any username and/or password(s) provided to you or chosen by you as part of the registration process strictly confidential. If you are a legal entity, a single individual person representing the legal entity shall be authorized to hold the username and associated password.
2.3 You agree to notify us immediately in the event that you suspect misuse, loss or theft of your username or password. Upon receipt of such notification, the Licensor shall allocate you with a new username and password. Until such allocation, you shall remain the sole party responsible for the consequences of any use of your username and password.
2.4 If you have more than one Platform account on any single Platform, you may open several separate registrations with us (with separate usernames and passwords), each subject to the terms of this Licence. One registration is only valid for a single account on each Platform.
3 FREE TRIAL PERIOD
3.1 Upon confirmation of registration with the Licensor, you shall be provided with a 15 day free trial period (excluding internet connection or other third party costs) to use the services offered by the Software on a non-exclusive, personal and non-transferable basis, for your internal business management purposes only, with the sole aim of assisting you to manage products (and, where the Pricing Component has been downloaded by you, to optimize the prices such products are sold at) offered for sale on the Platform(s) in accordance with all the terms of this Licence (Free Trial Period).
3.2 In the event that you wish to continue to use the services offered by the Software beyond the Free Trial Period, you must (prior to the end of the Free Trial Period); (a) have correctly completed all the information relating to payment of the licence fee in the registration process; (b) provided valid credit card details for payment of the licence fee; and (c) chosen a subscription to sign up to for use of the Software; and (d) paid the correct amount owed for activating your subscription.
3.3 If you do not subscribe to use the Software following expiry of the Free Trial Period, your use will automatically be terminated and your user account and all related information deleted.
3.4 If you have downloaded the Pricing Component, prices for your products will automatically be re-priced (as set out in condition 5 below) at the beginning of the Free Trial Period. Please note that the Licensor reserves the right to reset those prices to their former amount used prior to the Free Trial Period at any time during or at the end of the Free Trial Period and, at its discretion, may supply you with the requisite files necessary to revert to such pricing.
4 LICENCE FEE
4.1 Subscription to and use of the services offered by the Software beyond the Free Trial Period is strictly subject to payment of the monthly licence fee set out at the Site (Licence Fee).
4.2 Payment of the Licence Fee shall be deducted automatically by the Licensor monthly in advance from the credit card details you provided at registration, and you hereby authorize the Licensor to deduct such payments. Licence Fees paid will not be refunded upon termination of this Licence for any reason.
4.3 Without prejudice to any other right or remedy which it may have, if you fail to pay the Licensor on the due date, the Licensor may suspend your account and use of the services provided by the Software until payment has been made in full. If payment of the Licence Fee is not received by the Licensor within 14 days of the Licensor notifying you that payment is overdue, your use of the Software will be terminated and your user account and all related information deleted by the Licensor. Any debt collection proceedings that the Licensor is required to pursue against you will be undertaken at your expense.
5.1 All communications and/or publications in any form whatsoever or data or information arising from the use of the Software for reasons other than sale price optimization and/or sales management on the Platform(s) for your benefit shall be subject to prior written authorisation from the Licensor.
5.2 The Licensor reserves the right to inform its employees, temporary workers or sub-contractors of any confidential information relating to you or your business if such communication is necessary or desirable for the Licensor’s performance of its obligations arising from this Licence, it being understood that the Licensor will bring the confidential nature of this aforementioned information to such persons.
6.1 You agree that in accordance with the Licence you obtain permission in writing from RepricerExpress prior to using the RepricerExpress Logo or RepricerExpress name in any collateral or forums or publication.
6.2 You agree that we may publicly disclose that we are providing services to you and may use your name and logo to identify you as our customer in promotional materials, including press releases (provided that RepricerExpress will allow you to review any press release(s) prior to issuance) and case studies, white papers, event materials, presentations, website content and earnings calls, in all media, now known or which shall become known in the future.
Support is available on the Site in the form of video and text files. In the event that you are unable, using such information, to resolve an issue arising in your use of the Software within a reasonable period, please contact us by way of email at service@RepricerExpress.de and we will endeavour to provide you with assistance, where possible.
8. ADDITIONAL SUPPORT, ON-BOARDING AND CONSULTANCY.
Additional support, on-boarding and consultancy is also available as a paid service. Further information and rates are available on request. These services are invoiced separate to your licence fee and are payable within 30 days of invoice date.
9. ADDITIONAL WORK
For any work that is additional to the support, on-boarding and consultancy, the licensee shall pay RepricerExpress at prevailing rates within 30 days of date of applicable invoice as relates to such work.
1. GRANT AND SCOPE OF LICENCE
1.1 In consideration of you agreeing to abide by the terms of this Licence (and, following expiry of the Free Trial Period, subject to payment of the Licence Fee), the Licensor hereby grants to you a non-exclusive, personal and non-transferable licence to use the services provided by the Software and the Documentation on the terms of this Licence. This licence shall commence on the day following the last day of the Free Trial Period and shall continue thereafter on a monthly basis subject to monthly payment of the Licence Fee and any termination in accordance with the terms of this Licence.
1.2 You may: (a) access via the Site or install (as appropriate) and use the Software in conjunction with the Platform(s) for your internal business management purposes only with the sole aim of assisting you to manage products offered for sale on Platform(s) and (where the Pricing Component has been downloaded by you) to optimize the prices such products are sold at; (b) not make any copies of the Software; (c) receive and use any free supplementary software code or update of the Software incorporating “patches” and corrections of errors as may be provided by the Licensor from time to time; (d) use any Documentation in support of the use permitted under condition 1.1.
2. LICENSEE’S UNDERTAKINGS
2.1. Except as expressly set out in this Licence or as permitted by any local law, you undertake: (a) not to copy the Software or Documentation; (b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documentation or any part thereof; (c) not to make alterations to, or modifications of, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs; (d) not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities: (i) is used only for the purpose of achieving inter-operability of the Software with another software program; (ii) is not disclosed or communicated without the Licensor’s prior written consent to any third party to whom it is not necessary to disclose or communicate it; and (iii) is not used to create any software which is substantially similar to the Software; (e) to supervise and control use of the services provided by the Software and ensure that the Software is used by your employees and representatives in accordance with the terms of this Licence; (f) to use the most current version of the Software, including upgrading to any updated or upgraded version or new release provided by the Licensor under the terms of this Licence immediately on receipt of such version or release; (g) not to provide, or otherwise make available, the Software or services offered by the Software in any form, in whole or in part to any person other than your employees without prior written consent from the Licensor; (h) not to access all or any part of the Software or Documentation in order to build a product or service which competes with the services provided by the Software and/or Documentation; (i) not to use the Software and/or Documentation to provide services to third parties; (j) not to attempt to obtain, or assist third parties in obtaining, access to the Software and/or Documentation or the services offered by same other than as set out in this Licence and (k) to display the RepricerExpress logo and/or links to www.RepricerExpress.com on marketplace listings were we deem appropriate.
2.2. You must permit the Licensor and his representatives, at all reasonable times and on reasonable advance notice, to inspect and have access to any premises, and to the computer equipment located there, at which the Site, Software or the Documentation is being used or accessed, and any records kept pursuant to this Licence, for the purpose of ensuring that you are complying with the terms of this Licence.
2.3. You shall not access, store, distribute or transmit any viruses, worms, trojans or other material which may prevent, impair or otherwise adversely affect the operation of any software, hardware, equipment, network or telecommunications service, or any material during the course of your use of the services provided by the Software which: (a) is unlawful, harmful, threatening, defamatory, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or (f) causes damage or injury to any person or property, and the Licensor reserves the right, without liability to you, to disable your access to any material that breaches this condition.
2.4. You shall indemnify, defend and hold harmless the Licensor against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the services offered by the Software and/or Documentation or any part thereof or any breach of the terms of this Licence.
3. INTELLECTUAL PROPERTY RIGHTS
3.1. You acknowledge that all intellectual property rights in the Site, the services provided by the Licensor and the Software and the Documentation throughout the world belong to the Licensor, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documentation other than the right to access and/or use them in accordance with the terms of this Licence.
3.2. You acknowledge that all intellectual property rights in the Platform(s) belong to the Platform(s) operator and you shall take this into account in using the Platform(s).
3.3 You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding.
3.4 The integrity of this Software is protected by technical protection measures (TPM) so that the intellectual property rights, including copyright, in the Software of the Licensor are not misappropriated. You must not attempt in any way to remove or circumvent any such TPM, nor to apply, manufacture for sale, hire, import, distribute, sell, nor let, offer, advertise or expose for sale or hire, nor have in your possession for private or commercial purposes, any means whose sole intended purpose is to facilitate the unauthorised removal or circumvention of such TPM.
4.1 Except as set out in this Licence, the services offered by the Licensor and the Software is licensed to you “as is”. All warranties, conditions and other terms implied by statute or common law (including, but limited to, implied warranties of satisfactory quality and fitness for a particular purpose) are, to the fullest extent permitted by law, excluded from this Licence.
4.2 You acknowledge that the services offered by the Software have not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.
4.3 You acknowledge that the services offered by the Licensor and the Software may not be free of bugs or errors and you agree that the existence of any minor errors or service interruptions shall not constitute a breach of this Licence. The Licensor shall not be liable for bugs, problems, errors, issues, difficulties in using, or an inability to use the services offered by the Licensor or the Software which arises either wholly or partly as a result of either your or third party computer equipment or software or due to internet connection problems (including, without limitation, unavailability of the Platform(s)).
5.1. Nothing in this Licence shall exclude or in any way limit either party’s liability for fraud, or for death and personal injury resulting from negligence, or any other liability to the extent that it cannot be excluded or limited as a matter of law.
5.2. Subject to condition 5.1 the Licensor shall not be liable under or in connection with this Licence for: (a) loss of income; (b) loss of business profits or contracts; (c) business interruption; (d) loss of the use of money or anticipated savings; (e) loss of information; (f) loss of opportunity, goodwill or reputation; (g) loss of, damage to or corruption of data; or (h) any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.
5.3. Subject to condition 5.1 and condition 5.2, the Licensor’s maximum aggregate liability under or in connection with this Licence, or any collateral contract, whether in contract, tort (including negligence) or otherwise (including any liability for the acts or omissions of its employees or agents), shall be limited to a sum equal to the total Licence Fees paid to the Licensor in the period of 12 months considered retrospectively from the date the cause of action arose.
5.4 The Licensor does not warrant that the Software or the service offered thereby will not infringe third party intellectual property rights (whether such rights subsist in the United Kingdom or otherwise).
5.5 This Licence sets out the full extent of the Licensor’s obligations and liabilities in respect of the supply of the Software and Documentation. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on the Licensor except as specifically stated in this Licence. Any condition, warranty, representation or other term concerning the supply of the services offered by the Licensor, the Software and Documentation which might otherwise be implied into, or incorporated in, this Licence, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
5.6 You acknowledge that you alone are responsible for the information and data you hold, as well as that arising from use of our services and the Software, and assume sole responsibility for the security of such information.You acknowledge that you alone are responsible for forecasting and calculating any damage you are liable to suffer in the event of any problem arising in the performance of the Software and/or the Site. As a consequence, you acknowledge that it is your responsibility to insure your business against all risks which you regard as appropriate having regard to your individual circumstances and the terms of this Licence.
5.7 You acknowledge that all sales made by you via the Platform and using the Software or our services are made between you and the buyer directly, and the Licensor accepts no responsibility for and is not a contractual party to same. You undertake to abide by all legislative and regulatory provisions, including without limitation, all consumer protection and distance selling regulations.
5.8 You acknowledge and agree that the Licensor shall have no liability in the event that the Platform(s) operator makes changes to the Platform(s) or the API for the Platform(s) which render the Software or services offered thereby obsolete or prevent access to the Platform(s). The Licensor shall have no liability for any decisions or actions of the Platform(s) operator or their consequences, whether they arise with or without warning and irrespective of the consequences.
5.9 The Licensor is not liable for: (a) the integrity, completeness, precision, accuracy or updating of information or data provided by the Software which is dependent upon the Platform(s); or (b) information uploaded to the Platform(s) by you.
5.11 You hereby acknowledge that whilst the Software regularly updates your information, it does not provide a real-time connection with the Platform(s) and as a result, there may be a discrepancy in data provided by the Software, for example, between the number of products displayed as sold, and those actually sold. If products are oversold by you and the Platform(s) operator(s) receive a request for a refund from the buyer, this may result in your access and use of the Platform(s) being suspended, on either a permanent or temporary basis. The Licensor accepts no liability in such event. It is your sole responsibility to monitor your sales on Platform(s) on a regular basis.
5.12 If you have downloaded the Pricing Component, the service provided by this Pricing Component consists of providing you with a tool to enable you to optimize the price of products you wish to offer for sale on Platform(s). This optimization is performed using a pricing strategy you define, and is based on multiple variables, including, without limitation, your hardware used to access the site, third party conversion rates, the positioning you choose in relation to your competitors, the status of your products, the feedback you gain on Platform(s), your internet connection, platform API and general availability, as well as any minimum prices set by you below which you do not wish to sell. You will provide the Licensor with your Platform(s) username(s) and password(s) and authorize the Licensor to use these in order that it may change your prices and put new prices online on your behalf.
5.13 The Pricing Component will automatically re-price products according to variables inputted by you into the Pricing Component. It is your sole responsibility to monitor and check the suitability of the optimum prices proposed by the Pricing Component, and make any necessary adjustments to these proposals. The Licensor requires that you monitor and check prices set by the Pricing Component on a regular basis and at least as regularly as the frequency according to which you have selected pricing to be changed. Please note that, if there is an error in the prices offered for your products on a Platform and you refuse to sell the applicable products at the advertised price, this may result in the operator of the Platform closing or suspending your account and preventing any future use of or access to that Platform. The Licensor does not accept any responsibility or liability for prices at which products are sold by you on a Platform(s) whether or not such prices have been set by use of the Pricing Component.
5.14 The Licensor shall not be liable for any fluctuations in exchange rates or currency conversions or for the accuracy, completeness or reliability of any information supplied to it by third parties.
5.15 The Licensor shall use commercially reasonable endeavours to make the services it offers through the Software and the Site available 24 hours a day, 7 days a week, except for: (a) planned maintenance; or (b) unscheduled maintenance. The Licensor does not accept any liability for unavailability of the services it offers through the Software and the Site due to events outside of its control, including without limitation, network failures.
5.16 You acknowledge that you alone are responsible for choosing the option in your Amazon account to set a ‘Minimum (Min)’ and ‘Maximum (Max)’ allowed selling price for each product in your inventory, to avoid potential pricing errors in your listings.
5.17 You acknowledge that you alone are responsible for setting in RepricerExpress a ‘Minimum (Min)’ and ‘Maximum (Max)’ allowed selling price for each product in your inventory.
5.18 You acknowledge that the Software may automatically change applicable listings’ prices on your Amazon marketplaces by 1p/1c up to 3p/3c on occasion, when a new change notification from Amazon needs to be forced.
6.1. The Licensor may terminate this Licence immediately by notice to you if: (a) you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service on you of written notice requiring you to do so; or (b) a petition for a bankruptcy order to be made against you has been presented to the court; or (c) the Licensee (where it is a company) becomes insolvent or unable to pay its debts (within the meaning of the Insolvency (Northern Ireland) Order 1989 as amended from time to time), enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt, or becomes unable to pay its debts (within the meaning of the Insolvency (Northern Ireland) Order 1989 as amended from time to time). Termination by the Licensor under this provision is without prejudice to: (a) any damages and/or interest to which the Licensor may be entitled; and (b) any fees owed to the Licensor up to and including the termination date.
6.2. Either party may, without cause, terminate this License upon giving the other party not less than one month’s prior written notice of such termination.
6.3. Upon termination for any reason: (a) all rights granted to you under this Licence shall cease; (b) you must cease all activities authorised by this Licence; (c) you must immediately pay to the Licensor any sums due to the Licensor under this Licence; (d) you must immediately delete or remove the Software (where relevant) from all computer equipment in your possession; and (e) the Licensor will close your user account and the information contained in that account will be deleted.
7. TRANSFER OF RIGHTS AND OBLIGATIONS.
7.1. This Licence is binding on you and us and on our respective successors and assigns.
7.2. You may not transfer, assign, charge or otherwise dispose of this Licence, or any of your rights or obligations arising under it, without our prior written consent.
7.3. The Licensor may transfer, assign, charge, sub-contract or otherwise dispose of this Licence, or any of his rights or obligations arising under it, at any time during the term of the Licence.
All notices given by you to the Licensor must be given to Lucid Interactive Limited at 2nd Floor, 16-18 Strand Road, Derry, Northern Ireland BT48 7AB or support@RepricerExpress.com. The Licensor may give notice to you at either the e-mail or postal address you provided to it when registering. Notice will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
9. EVENTS OUTSIDE THE LICENSOR’S CONTROL
9.1. The Licensor will not be liable or responsible for any failure to perform, or delay in performance of, any of his obligations under this Licence that is caused by an event outside its reasonable control (Force Majeure Event).
9.2. A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following: (a) strikes, lock-outs or other industrial action; (b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; (c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; (d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; (e) impossibility of the use of public or private telecommunications networks; (f) the acts, decrees, legislation, regulations or restrictions of any government.
9.3. The Licensor’s performance under this Licence is deemed to be suspended for the period that the Force Majeure Event continues, and it will have an extension of time for performance for the duration of that period. The Licensor will use its reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which its obligations under this Licence may be performed despite the Force Majeure Event.
10. DATA PROTECTION
10.1 You shall own all rights, title and interest in and to all of the data inputted by you, or on your behalf (including by the Licensor) for the purpose of using the services provided by the Software (Customer Data) and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
10.2 The Licensor shall follow its internal archiving procedures for Customer Data. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for the Licensor to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Licensor in accordance with the archiving procedure. The Licensor shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.
10.4 If the Licensor processes any personal data on your behalf when performing its obligations under this Licence, the parties record their intention that you shall be the data controller and the Licensor shall be a data processor and in any such case: (a) you acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country where you are located in order to carry out the services provided by the Software and the Licensor’s other obligations under this Licence; (b) you shall ensure that you are entitled to transfer the relevant personal data to the Licensor so that the Licensor may lawfully use, process and transfer the personal data in accordance with this Licence on your behalf; (c) you shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; and (d) each party shall take appropriate technical and organisational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction or damage.
11. WAIVER AND VARIATION
11.1. If the Licensor fails, at any time during the term of this Licence, to insist on strict performance of any of your obligations under this Licence, or if the Licensor fails to exercise any of the rights or remedies to which he is entitled under this Licence, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
11.2. A waiver by the Licensor of any default shall not constitute a waiver of any subsequent default.
11.3. No waiver by the Licensor of any provision of this Licence shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
11.4. In the event that the Licensor decides to apply new licence terms to use of the Software or change the terms of this Licence, the Licensor will inform you of the new terms applicable by email.
If any of the terms of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
13. ENTIRE AGREEMENT
13.1. This Licence and any document expressly referred to in it represents the entire agreement between us in relation to the licensing of the Software and Documentation and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.
13.2. We each acknowledge that, in entering into this Licence, neither of us has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between us before entering into this Licence except as expressly stated in this Licence.
13.3. Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date we entered into this Licence (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in this Licence.
14. LAW AND JURISDICTION
This Licence, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Northern Irish law. Any dispute arising from, or related to, any term of this Licence shall be subject to the exclusive jurisdiction of the courts of Northern Ireland.
15. CALL MONITORING
Please note that calls to or from our business may be monitored or recorded.
16. MONTHLY USAGE
If your monthly usage exceeds your selected plan allowance, or significantly exceeds the average monthly usage (as solely determined by RepricerExpress), we reserve the right to immediately upgrade, disable or throttle your account.