Terms of Use

DataDear Service

 

www.datadear.com

Welcome to DataDear, an online dashboard/platform/application which serves as an integration point to other accounting software applications hosted on the cloud. These Terms of Use are intended to explain Our obligations as a service provider and Your obligations as a customer.

These Terms are binding on any use of the Service by You and apply to You from the time that We provide You with access to the Service.

 

The DataDear Service will evolve over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of the DataDear Service. We reserve the right to change these terms at any time, effective upon the posting of modified terms on Our Website, and We will make every effort to notify You about these changes via email. It is likely that the terms of use will change over time. It is Your obligation to ensure that You have read, understood and agree to the most recent terms available.

 

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.

 

When we say ‘Us’, ‘We’ or ‘Our’, we mean DataDear Limited – bearing company registration number C84551, having its registered and business office address located at Digital Hub, Malta Life Sciences Park, San Gwann, SGN 3000, Malta, and VAT Number MT 2552-5621 – and any associated or other group companies.

 

DEFINITIONS

"Account Owner" - means the person who registers to use the Service, and, where the context permits, includes any entity or person on whose behalf that person registers to use the Service.

"Agreement/Terms" - means these Terms of Use, as subsequently may be amended, from time to time.

"Access Fee" - means the monthly and any other one-off fee (excluding any taxes and duties) payable by You in accordance with the fee schedule set out on the Website (which We may change from time to time on notice to You).

"Confidential Information" - includes all information of a confidential nature 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.

“DataDear” is a tradename/mark of Ours/licensed to Us.

"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 registerable or not, in registered or unregistered form.

"Service/DataDear Service" - means the SaaS by the name of DataDear, an online dashboard/platform/application that provides and enables online accounting and personal finance management services, as may be changed, modified or updated by Us, from time to time, and which is made available to the Account Owner and other Users via the Website.

“SaaS” - means a software-as-a-service, a creation of cloud computing whereby software is licensed by software vendors and distributed on a subscription basis, and is centrally hosted.

“third party applications” - means other SaaS or accounting applications hosted on the cloud, the likes of Xero Accounting and QuickBooks, for use in conjunction with the Service.

"Website" - means the internet site at the domain www.DataDear.com or any other site operated by Us.

"User" - 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.

"You" - means the Account Owner, and where the context permits, a User. "Your" has a corresponding meaning.

 

 

USE OF SOFTWARE

We grant 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 Users, or any other applicable laws:

• the Account Owner determines who is a User;
• the Account Owner is responsible for all Users’ use of the Service;
• the Account Owner controls each User’s level of access to the relevant connected organisation (as defined below) and Service at all times and can revoke or change a User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be a User;
• if there is any dispute between a Account Owner and a User regarding access to any connected organisation or Service, the Account Owner shall decide what access or level of access to the relevant Data or Service that Users shall have, if any.

 

YOUR OBLIGATIONS

Payment obligations - An invoice for the Access Fee will be issued at the end of each month from when You activate the Service. We will continue invoicing You monthly until this Agreement is terminated.

All Our 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.

You may accept responsibility for payment of Access Fees in relation to organisations or persons on whose behalf you are acting, or you added to the Service or that have otherwise been added with your authority or as a result of your use of the Service (“connected organisations and companies”).

DataDear does not provide refunds.

 

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 Us 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 such 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 Us of any unauthorized use of Your passwords or any other breach of security and We will reset Your password and You must take all other actions that We reasonably deem necessary to maintain or enhance the security of Our computing systems and networks and Your access to the Service.

As a condition of these Terms, when accessing and using the Service, You must:

 

• not attempt to undermine the security or integrity of Our computing systems or networks or, where the Service is hosted by a third party, that third party's computing systems and networks;
• not use, or misuse, the Service in any way which may impair the functionality of the Service or Website, or other systems used to deliver the Service or impair the ability of any other user to use the Service or Website;
• not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Service is hosted;
• not transmit, or input into the Website, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
• not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Service or to operate the Website except as is strictly necessary to use either of them for normal operation.

 

Usage Limitations - Use of the Service may be subject to limitations, including but not limited to client connections, Users’ activity 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 Service, 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 Service 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. We are under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Service. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, We do reserve the right to remove any communication at any time in its sole discretion.

Indemnity. You indemnify Us against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have towards Us, 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 AND PRIVACY

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:

• is or becomes public knowledge other than by a breach of this clause;
• is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
• is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
• is independently developed without access to the Confidential Information.

 

 

Privacy - We maintain a Privacy Policy, as last updated, that further sets out the parties’ obligations in respect of personal information processed by Us on/via the DataDear online dashboard/platform/application as a result of your use of the Service. You should read that policy and You will be taken to have accepted that policy when You accept these Terms. You are also invited to read our Data Processing Addendum relating to the processing of personal data in accordance with applicable data protection legislation (as defined therein) which Addendum is also deemed to be supplemental to and forms an integral part of these Terms.

 

INTELLECTUAL PROPERTY

General - Title to, and all Intellectual Property Rights in the Service, the Website and any documentation relating to the Service remain Our property (or of Our 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 Us a licence to use, copy, transmit, store, back-up and otherwise process Your information and Data only for the purposes of enabling You to access and use the Service and for any other purpose related to provision of the Service to You.

 

Backup of Data - You must maintain copies of all Data inputted into the Service. We 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. We expressly exclude liability for any loss of Data no matter how caused to the extent that this is possible under applicable data protection legislation.

 

 

Third-party applications and your Data - If You enable third-party applications for use in conjunction with the Service, You acknowledge that We may allow the providers or facilitators of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Service. We shall not be responsible for any disclosure, modification, deletion or other processing activity of/in relation to Your Data resulting from any such access by third-party application providers.

 

WARRANTIES AND ACKNOWLEDGEMENTS

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:

1. You are authorized to use the Service and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorized to use the Service. You are also authorized to access the processed information and Data that is made available to You through Your use of the Website and the Service (whether that information and Data is Your own or that of anyone else).
2. We have no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Service or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
1. You are responsible for ensuring that You have the right to do so;
2. You are responsible for authorizing any person who is given access to information or Data, and you agree that We have no obligation to provide any person access to such information or Data without Your authorization and may refer any requests for information to You to address; and
3. You will indemnify Us against any claims or loss relating to:
1. Our refusal to provide any person access to Your information or Data in accordance with these Terms,
2. Our making available information or Data to any person with Your authorisation.
4. The provision of, access to, and use of, the Service is on an "as is" basis and at Your own risk.
5. We do not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the internet, can be unpredictable and may from time to time interfere with or prevent access to the Service. We are not in any way responsible for any such interference or prevention of Your access or use of the Service.
6. We are not Your accountant and use of the Service does not constitute the receipt of accounting advice. If You have any accounting questions, please contact an accountant.
7. It is Your sole responsibility to determine that the Service meets the needs of Your business and are suitable for the purposes for which they are used.
8. You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data via the software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).

 

 

No warranties - We give no warranty about the Service. Without limiting the foregoing, We do not warrant that the Service 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 Service 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 Service, the Website or these Terms.

 

LIMITATION OF LIABILITY

To the maximum extent permitted by law, We exclude 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 Our negligence or failure to comply with these Terms, any claim by You against Us arising from Our 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.

 

TERMINATION

Trial policy - When You first sign up for access to the Service You can evaluate the Service under the defined trial usage conditions, with no obligation to continue to use the Service. If You choose to continue using the Service thereafter, You will be billed from the month You first added Your billing details into the Service. If You choose not to continue using the Service, You may do nothing and your account details will be dormant until you decide to continue using the Service or until you decide to cancel your account.

 

Prepaid Subscriptions and ther services - We will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription or any other service provided to You.

 

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 in which notice was given.

 

Breach - If You:

1. breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
2. breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of these Terms or any payment of Access Fees that are more than 30 days overdue); or
3. You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction;

 

We may take any or all of the following actions, at its sole discretion:

1. Terminate this Agreement and Your use of the Service and the Website;
2. Suspend for any definite or indefinite period of time, Your use of the Service and the Website;
3. Suspend or terminate access to all or any Data;
4. Take either of the actions of this clause in respect of any or all other persons whom You have authorized to have access to Your information or Data.

 

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 connected organisations is not made in full by the relevant due date, We may: suspend or terminate Your use of the Service, the authority for all or any of Your connected organisations to use the Service, or Your rights of access to all or any Data.

 

Accrued Rights and Survival of Clause - Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination and without prejudice to the survival of specific clauses which, expressly, or, by their nature, are intended to survive the expiration/termination of this Agreement, including, inter alia, provisions relating to payment obligations, confidentiality obligations, limitation of liability provisions, provisions regulating intellectual property rights, warranties and acknowledgements, and so on. On termination of this Agreement You will:

1. remain liable for any accrued charges and amounts which become due for payment before or after termination; and
2. immediately cease to use the Service and the Website.

 

HELP DESK

Technical Problems - In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Us. If You still need technical help, please check the support provided online by Us on the Website or failing that email us at support@datadear.com.

 

Service availability - Whilst We intend for the Service to be available 24 hours a day, seven days a week, it is possible that on occasions the Service or Website may be unavailable to permit maintenance or other development activity to take place.

 

If for any reason We have to interrupt the Service for longer periods than We would normally expect, We will use reasonable endeavors to publish in advance details of such activity on the Website.

 

GENERAL

Entire agreement - These Terms, together with the DataDear Privacy Policy and other policies or notices given to You under these Terms of Use or otherwise published on the Website, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Us relating to the use of the Service and the other matters dealt with in these Terms.

 

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 Our 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 Us relating to the use of the Service or other matters dealt with under these Terms must be sent to support@datadear.com or to any other email address notified by email to You by Us. 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 shall apply unless otherwise altered by mutual agreement between the parties.