These Terms are binding on any use of the Service and apply to You from the time that DataDear provides You with access to the Service.
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.
"Access Fee" - means the monthly fee (excluding any taxes and duties) payable by You in accordance with the fee schedule set out on the Website (which DataDear may change from time to time on notice to You).
"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 unauthorized disclosure by the other party.
"Data" - means any data inputted by You or with Your authority into the Website.
"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.
"Service" - means the online accounting and personal finance management services made available (as may be changed or updated from time to time by DataDear) via the Website.
"Website" - means the Internet site at the domain www.DataDear.com or any other site operated by DataDear.
"DataDear" - is a trade name of SCOPE, Digital Hub, Malta Life Sciences Park, San Gwann SGN 3000 Malta. VAT Number : MT22240731.
"Staff Member" - means any person or entity, other than the Account Owner, that uses the Service with the authorization of the Account Owner from time to time.
"Account Owner" - 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 Account Owner, and where the context permits, a Staff Member. "Your" has a corresponding meaning.
DataDear grants You the right to access and use the Service via the Website with the particular user rights 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 Account Owner and the Staff Members, or any other applicable laws:
Payment obligations - An invoice for the Access Fee will be issued at the end of each month from when You activate the Service. DataDear will continue invoicing You monthly until this Agreement is terminated.
All DataDear 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.
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 DataDear 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 authorized 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.
Access conditions - You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify DataDear of any unauthorized use of Your passwords or any other breach of security and DataDear will reset Your password and You must take all other actions that DataDear reasonably deems necessary to maintain or enhance the security of DataDear's computing systems and networks and Your access to the Services.
As a condition of these Terms, when accessing and using the Services, You must:
Usage Limitations - Use of the Service may be subject to limitations, including but not limited to client connections, staff members and the number of calls You are permitted to make against DataDear’s application programming interface. Any such limitations will be specified within the Service.
Communication Conditions - As a condition of these Terms, if You use any communication tools available through the Website (such as any community tools), 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. DataDear 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, DataDear does reserve the right to remove any communication at any time in its sole discretion.
Indemnity. You indemnify DataDear against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to DataDear, 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.
Confidentiality - Unless the relevant party has the prior written consent of the other or unless required to do so by law, regulation, or regulatory or supervisory authority or Court Order:
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.
Each party's obligations under this clause will survive termination of these Terms.
These provisions shall not apply to any information which:
General - Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of DataDear (or its licensors).
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 DataDear Access Fee when due. You grant DataDear a licence to use, copy, transmit, store, and back-up Your information and Data only for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.
Backup of Data - You must maintain copies of all Data inputted into the Service. DataDear 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. DataDear expressly excludes liability for any loss of Data no matter how caused.
Third-party applications and your Data - If You enable third-party applications for use in conjunction with the Services, You acknowledge that DataDear may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. DataDear shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
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.
Acknowledgement - You acknowledge that:
No warranties - DataDear gives no warranty about the Services. Without limiting the foregoing, DataDear does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
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.
To the maximum extent permitted by law, DataDear excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
If You suffer loss or damage as a result of DataDear's negligence or failure to comply with these Terms, any claim by You against DataDear arising from DataDear's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months.
If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms.
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 day You first added Your billing details into the Services. If You choose not to continue using the Services, You may do nothing and your account details will be deleted after a few days.
Prepaid Subscriptions - DataDear will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.
No-fault termination - These Terms will continue for the period covered by the Access Fee, unless either party terminates these Terms by giving the other at least 30 days written notice. If You terminate these Terms You shall be liable to pay all relevant Access Fees until the end of the month.
Breach - If You:
DataDear may take any or all of the following actions, at its sole discretion:
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 Organizations is not made in full by the relevant due date, DataDear may: suspend or terminate Your use of the Service, the authority for all or any of Your Organizations to use the Service, or Your rights of access to all or any Data.
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:
Technical Problems - In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting DataDear. If You still need technical help, please check the support provided online by DataDear on the Website or failing that email us at [email protected].
Service availability - Whilst DataDear 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 DataDear has to interrupt the Services for longer periods than DataDear would normally expect, DataDear will use reasonable endeavors to publish in advance details of such activity on the Website.
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.
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.
No Assignment - You may not assign or transfer any rights to any other person without DataDear's prior written consent.
Governing law and dispute resolution - This Agreement and any dispute or claim arising out of or in connection with this Contract shall be governed by and shall be construed and interpreted in accordance with Maltese law. In case of a dispute or breach arising out of or in connection with the interpretation and/or execution of this Agreement, You may refer the matter to arbitration under the rules of the Arbitration Act, Cap 387 of the Laws of Malta. Arbitration proceedings shall be conducted at the Malta Arbitration Centre in Malta.
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 this Agreement will be binding on the parties.
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 DataDear must be sent to [email protected] or to any other email address notified by email to You by DataDear. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
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.
The Terms can also be altered as agreed between the Parties.