Terms and Conditions
1.1. The following terms, when capitalised, shall have the meanings ascribed to them below:
i. “Client” or “You” means any person or entity who accesses the Service for any reason and in any manner whatsoever, whether or not such person opens a Timstead Instance; and any reference to “Your” shall be construed accordingly
ii. “Client Details” means any details which You make available to Us through or in relation to the use of the Service;
iii. “Customer Data” means any information that You or an End User enters, records, stores, uses, controls, modifies, arranges, deletes, discloses, makes available, transmits or otherwise processes through or by means of the Service, including Personal Data relating to Your customers, job sheet information, appointment information and any other information.
iv. “End User” means any person to whom You have given permission to use or have access to the Service, on Your behalf, in accordance with Your Service Plan, whether through the Timstead InstanceTimestead Instance;
v. “General Data Protection Regulation” means Regulation (EU) 2016/679 of the European Parliament and of the Council;
vi. “Personal Data” means any information considered to be personal data in accordance with the EU General Data Protection Regulation (Regulation 2016/679);
vii. “Pre-Paid Period” means the period for which the Service will be provided, and which is detailed in Your chosen Service Plan;
viii. “Service” means the use of Timestead, the Timstead InstanceTimestead Instance, the Content and Client support collectively or of any part thereof;
ix. “Service Fee” means all fees and charges payable in relation to the use of the Service as detailed in a particular Service Plan;
x. “Service Plan” means a standard set of features of Timestead that We have agreed to provide in accordance with Your chosen Service Plan. The Service Plan Options can be viewed here http://www.timestead.com/pricing/;
xi. “Service Provider” or “We” means 4Sight Technologies Limited, a company incorporated under the laws of Malta, having its registered office at 22, Level 1, Wenzu Dyer Street Hamrun, registration number C74127, ; and any reference to “Our” and/or “Us” shall be construed accordingly;
xii. “Timestead” means the ‘Software as Service’ solution known as Timestead, a web-based time tracking and business intelligence application as an alternative to the traditional paper jobsheets, offering digital processing features to help the administrative back-office in tracking jobs done, billing and understanding operational trends. including patches, new features updates, upgrades, other modifications and replacements that We may provide, at our sole discretion, from time to time;
xiii. “Timstead Instance” means a user account provided by Us to allow You to access and use the Service;
2.1. These Terms shall become effective immediately and binding between You and Us as soon as You (or any End User on Your behalf) access or otherwise use or attempt to use the Service in any manner whatsoever.
2.2 The Terms apply in full, irrespective of Your location when You (or any End User on Your behalf) access or otherwise use or attempt to use the Service.
2.3 We are entitled to amend these Terms as we reasonably deem appropriate by notifying You or by amending these Terms on Our website http://www.timestead.com/terms-conditions/. If You do not agree with such changes, You shall have the right to terminate Your use of the Service by providing us with one (1) month’s written notice. It is understood that termination of the Service is Your sole and exclusive remedy in the case of our modification of these Terms and there will be no refund of any fees paid in advance in such a case.
2.4 We reserve the right to refuse service to anyone for any reason at any time.
3. INTELLECTUAL PROPERTY RIGHTS AND LICENCE
3.1 All Intellectual Property Rights relating to Timestead, to the Service and/or to any part thereof, and all Intellectual Property Rights relating in any way to the Service Provider, shall at all times remain Ours. You shall not acquire any right thereto or interest therein whatsoever, except for the limited rights of use detailed in this Clause and in these Terms. All rights not expressly granted herein are deemed withheld.
3.2 Unless you have agreed otherwise in writing with Us, nothing in the Terms gives you a right to use any of Our trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
3.3 Under these Terms, we are granting to You, the Client, a limited, non-exclusive licence to use such features of the Service as detailed in Your Service Plan, for the term indicated therein. The licence is non-transferable, provided, however that You may allow End Users to make use of the Service as also indicated in Your Service Plan.
3.4 We may, (i) in our sole discretion sub-license, assign, transfer and otherwise dispose of any and all of Our rights in relation to Timestead and/or in relation to the Service, in any manner that We deem fit, provided that we will notify You accordingly.
4. PROVISION OF SERVICE
4.1. We will use reasonable endeavours to provide the Service to You throughout the term indicated in Your Service Plan; however, You expressly understand that: (a) the Service and Timestead have not been customised to Your individual requirements; (b) the operation of the Service may on occasion not continue uninterrupted or without errors; (c) the Service is provided on an “as is” and “as available” basis, (d) Your use of the Service is at Your own risk (e) We have no obligation to enhance, modify or replace any part of the Service, or to continue developing or releasing new versions thereof; (f) We will try to respond to support requests as quickly as possible but cannot guarantee a specified time for resolution of any issues relating to the Service.
4.2 Support is to be requested in writing through the help desk facility. When requesting such support, You are consenting to making the Customer Data available to Us.
4.3 We reserve the right to modify the Service at any time for any reason, with or without notice. Unless otherwise expressly agreed, the use of any new features, versions, releases, updates or other modifications that We may make available in connection with the Service shall be subject to these Terms. Your continued use of the Service after any such modification shall be deemed to constitute Your consent to such modifications.
5. PAYMENT TERMS
5.1. The Service is accessible only following payment of the Service Fee related to Your chosen Service Plan (the available options can be viewed here). Payment of the Service Fee for a specific Pre-Paid Period must be made in advance. As detailed in Clause 12, should you wish to renew Your subscription, payment is to be made seven (7) running days before termination of a specific Pre-Paid Period.
5.2 The Service Fee is payable per End User and is costed in accordance with the duration of the Pre-Paid Period. The Service Fee for a User added during the term of a Pre-Paid Period will be calculated pro rata to the remaining time under a given Pre-Paid period. (By way of example, if Client has 10 End Users under Package D, adding the 11th End User after 10 months means that Users 1-10 will pay the Service Fee for Package D , whilst User 11 will pay the Service Fee for Package A. Upon renewal, all 11 End Users will pay the Subscription Price for Package D).
5.3 We may change the price for the Pre-Paid Period (for periods not yet paid for), from time to time, and will communicate any price changes to You in advance and, if applicable, how to accept those changes. Price changes will take effect at the start of the next subscription period following the date of the price change.
5.4 VAT and other any other consumption tax which may apply to or in connection with the Service shall be payable, where applicable, by You IN ADDITION to the Service Fees detailed in Your Service Plan. We shall not be liable for payment of such taxes under any circumstances whatsoever.
5.5 The Service Fee is due to Us in full, and any charges for currency conversion, wire transfer, remittance or other fees relating to the payment thereof shall be payable exclusively by You.
6. YOUR RESPONSIBILITIES
6.1. You may not use the Service at any time if (i) you are not at least eighteen (18) years of age, unless you have verifiable permission from a parent or legal guardian, or (ii) you are otherwise legally incapacitated from entering into a contract according to Maltese law.
6.2. You must ensure that You (and all End Users accessing the Service on Your behalf) comply with all laws, rules and regulations applicable to their use of the Service and the processing of Customer Data.
6.3 For safekeeping of Customer Data, You should make use of the facility of exporting the data on a regular basis.
6.4 You must not (and shall not allow any End User to): (a) use the Service in any way that causes, or is likely to cause, the Service or access to it to be interrupted, damaged or otherwise impaired; (b) impose an unreasonable load on the Service or its infrastructure; (c) copy (except for legitimate use in accordance with Your chosen Service Plan), reproduce, translate, adapt, arrange or otherwise alter Timstead or reproduce the results of any such activity; (d) decompile, disassemble or otherwise reverse engineer Timstead; (e) remove, alter, hide or obscure any copyright notice, trademark or other proprietary rights notice embedded in, appearing on or otherwise pertaining to the Service; (f) create or attempt to create any product or service that is substantially similar to, or performs the same or substantially similar functions as, or otherwise competes with the Service, or purports to be created, provided or approved by Us; (g) use the Service for sending unsolicited communications or for uploading, transmitting, delivering, running, possessing or storing harmful code, malware or illegal content; (h) for any purpose that is unlawful or prohibited by these Terms, or is otherwise objectionable.
6.5 We reserve every right to remove, disable and/or destroy any Customer Data which conflicts with these Terms without notification to You.
6.6 You will be fully responsible for any use made of Your Timstead Instance and You will be solely responsible for maintaining the confidentiality of usernames and passwords relating to your Timstead Instance. We have no obligation to monitor or access any Timstead Instance, but reserve the right to do so and we shall disable, close or restrict access to any Timstead Instance if we so deem fit. In the event of any breach of security relating to the Timstead Instance, You must notify us forthwith.
6.7 You shall ensure that any registration information and other information you give to Us will always be accurate, correct and up to date.
7.1 THE SERVICE PROVIDER EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, 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.
7.2. The Service Provider additionally makes no representation and gives no warranty with regard to the following: (a) that access to, or the operation or use of, the Service will be uninterrupted, secure or error-free; (b) that any defects in the Service will be corrected; (c) that the Service or any means by which the Service is accessed or used is free of malware or other harmful components; (d) that the Customer Data will be kept or stored safely or that it can be recovered in any way; or (e) with respect to any third-party software, service, information, infrastructure, resource, or any other third-party item.
7.3 The Service Provider is under no obligation to update Timestead with new features and optimizations.
8. LIMITATION OF LIABILITY
8.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE SERVICE PROVIDER, ITS SUBSIDIARIES AND AFFILIATES SHALL NOT BE, WITHOUT LIMITATION, LIABLE TO YOU FOR: (i) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICE, OR OTHER INTANGIBLE LOSS; (ii) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF: (I) ANY CHANGES WHICH THE SERVICE PROVIDER MAY MAKE TO THE SERVICE, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICE (OR ANY FEATURES WITHIN THE SERVICE); (iii) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICE; (iv) YOUR FAILURE TO PROVIDE THE SERVICE PROVIDER WITH ACCURATE INFORMATION; (v) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL (vi) YOUR FAILURE TO EXPORT CUSTOMER DATA AS RECOMMENDED BY US;.
8.2 If one of the Parties is either partially or totally unable to carry out one of its obligations under these Terms as a consequence of a “force majeure”, it shall inform the other Party without delay. Said notification must state the factors constituting the “force majeure”. For these purposes, “force majeure” means any situation outside the control of the Parties, which they could not reasonably have foreseen or prevented, including – without limitation: natural causes, fires, serious civil disturbances, government policies and regulations implemented subsequently to the effective date of these Terms, wars. In the case of an occurrence of “force majeure”, preventing one of the Parties from fulfilling any of its obligations, as provided in this contract, the other Party shall be discharged from those of its own obligations which are directly linked to the obligation not fulfilled by the other Party, without any indemnity or penalty being chargeable to the other Party. If the performance of the obligation is suspended for a period larger than 15 days, it may be terminated by either Party.
You shall defend, indemnify and hold harmless the Service Provider, its officers, directors, employees, contractors, agents and representatives from and against all claims made by, and all damages, liabilities, penalties, fines, costs and expenses payable to, any third party, which arise from Your or from any End User’s: (a) breach of this Agreement; (b) use of the Service; (c) processing of Customer Data; (d) contributions to the Service; or (e) infringement of any Intellectual Property or any proprietary or personal right.
10. DATA PROTECTION
10.2 IT IS YOUR RESPONSIBILITY TO ENSURE THAT THROUGH YOUR USE OF TIMESTEAD, YOU ARE COMPLAINT WITH THE GENERAL DATA PROTECTION REGULATION. AS A MINIMUM, THIS MEANS THAT YOU WILL NEED TO INFORM YOUR CUSTOMERS (TO THE EXTENT THAT SUCH CUSTOMERS ARE INDIVIDUALS), THAT YOU ARE USING TIMESTEAD, HOW THIS IS BEING USED, AND OF THEIR RIGHTS IN THIS RESPECT.
12. TERM & TERMINATION
12.1 The Service will be provided for the Pre-Paid Period outlined in Your chosen Service Plan. You may NOT terminate the Service before the lapse of the Pre-Paid Period, except in accordance with Clause 12.3 below. Should you wish to renew the Service after the lapse of the Pre-Paid Period, You must make payment as detailed in Clause 5 at least seven (7) running days before the expiration date. PLEASE NOTE THAT IF THE SERVICE IS NOT RENEWED, ANY INFORMATION UPLOADED BY YOURSELF DURING THE TERM WILL BE LOST AFTER 1 MONTH FROM EXPIRATION AND WILL NOT BE RECOVERABLE AT ANY TIME.
12.2 The Service provider may terminate the Service by providing You with at least one (1) month’s written notice. In such an event, any unused period of the Term paid by You in advance shall be refunded in full, save for any expenses detailed in Clause 5.
12.3 The Service may be terminated by either Party with immediate effect upon the other Party’s material breach of these Terms, provided that either (i) the Party in breach has not remedied the breach within 30 days after receiving notice of such breach from the other Party (ii) the breach is grievous enough to warrant immediate termination.
12.3 You understand and agree that upon any termination of this Agreement for any reason whatsoever: (a) all rights that You been granted hereunder will terminate; (b) You must cease all activities authorised by the Agreement; (c) all Customer Data and other information associated with the Timestead Instance may be deleted, or may become inaccessible to You; (d) unless otherwise specified elsewhere in these Terms & Conditions, You will receive no refund, exchange or other compensation for any unused time or credit on a subscription, for any licence or subscription fee, any data associated with any Timstead Instance, or for anything else; (e) all Your relevant obligations shall survive until You have fully removed all and any parts of Timestead from Your devices, systems and storage media.
12.3 Any clauses of this Agreements that either explicitly or by their nature, must remain in effect even after termination of the Agreements, shall survive termination.
13. APPLICABLE LAW & JURISDICTION
13.1 This Agreement and the rights and obligations of the Parties hereunder shall be governed by and construed in all respects in accordance with the Laws of Malta.
13.2 The Parties hereby undertake and agree that any dispute, controversy or claim which any of them may have under or relating to this Agreement (including, without limitation, any dispute, controversy or claim relating to the existence, validity or termination of this Agreement) which shall not be possible to resolve amicably, shall be referred to the Malta Arbitration Centre for resolution in accordance with the Arbitration Act, Chapter 387 of the Laws of Malta. The arbitration tribunal shall be composed of three (3) arbitrators to be appointed one (1) by each of the Parties to this Agreement and the third (3rd) by common agreement between the two (2) arbitrators appointed by the Parties. The arbitration tribunal shall conduct its proceedings in Malta in accordance with the Rules of the Malta Arbitration Centre as may from time to time be in force. Nothing in this Agreement shall limit the Parties’ right to enforce an arbitration award in any applicable competent court of law.
If We need to send You and notices in accordance with these Terms, such notices shall be sent to You on the email address indicated in Your Timstead Instance. All notices, requests, or complaints that You wishes to address to Us should be sent to [email protected]. All notices send in accordance with this Clause shall be deemed to have been delivered effectively on the day after the email has been sent, unless the intended recipient can prove without doubt that such notice was never received by him/her.
15.1 If any term or provision in this Agreement (or any part of such a term or provision) shall be held by any Court or Tribunal of competent jurisdiction to be unenforceable, under any enactment or rule of law, such term or provision or part shall to that extent be deemed severable and not to form part of the Agreement. The validity and enforceability of the remainder of the Agreement shall not be affected.
15.2 This Agreement (as amended from time to time) constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior agreements and understandings between the Parties with respect to its subject-matter.
Last revised: 24th April 2018