Snapshot 36674
Normalized text
Scripts and page chrome removed; this is what change detection compares.
QUARTER ONE FINANCE LTD TERMS OF USE
LAST UPDATED: 15 OCTOBER 2018
Welcome to QuarterOne, an online forecasting and revenue management application designed especially
for small and medium-sized businesses that already use SaaS CRM and accounting tools. These Terms of
Use are intended to explain our obligations as a service provider and Your obligations as a customer.
Please read them carefully.
These Terms are binding on any use of the Service and apply to You from the time that QuarterOne
provides You with access to the Service.
The QuarterOne 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 QuarterOne Service. QuarterOne
reserves the right to change these terms at any time, effective upon the posting of modified terms and
QuarterOne will make every effort to communicate these changes to You via email or notification via the
Website. It is likely 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 on the Website.
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.
These Terms were last updated at the close of business on the date stated at the top of this page.
1. Definitions
"Agreement"
means these Terms of Use.
"Access Fee"
means the monthly fee (excluding any taxes and duties) payable by You in accordance with
the Fee Schedule.
"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 unauthorised disclosure by the other
party.
"Data"
means any data inputted by You or with Your authority into the Website including via an
integration into any third party application that you have signed-up to.
"Fee Schedule"
means the information relating to subscriptions and billing set out on the subscriptions and
billing pages on the Website, or any other page(s) on the Website notified by QuarterOne,
which may be updated or amended by QuarterOne from time to time.
"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 forecast and revenue management application made available (as may be
changed or updated from time to time by QuarterOne) via the Website.
"Website"
means the Internet site at the domain www.quarterone.com or any other site operated by
QuarterOne.
"QuarterOne"
means Quarter One Finance Ltd with company number 10959586 which is incorporated in
England & Wales, and all current and future global subsidiaries of Quarter One Finance Ltd.
"Invited User"
means any person or entity, other than the Subscriber, that uses the Service with the
authorisation of the Subscriber from time to time.
"Subscriber"
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 Subscriber, and where the context permits, an Invited User. "Your" has a
corresponding meaning.
2. Use of Software
QuarterOne grants You the right to access and use the Service via the Website with the
particular user roles 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 Subscriber and the Invited
Users, or any other applicable laws:
2.1. the Subscriber determines who is an Invited User and what level of user role access to the
relevant organisation and Service that Invited User has;
2.2. the Subscriber is responsible for all Invited Users’ use of the Service;
2.3. the Subscriber controls each Invited User’s level of access to the relevant organisation and
Service at all times and can revoke or change an Invited 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 an Invited
User or shall have that different level of access, as the case may be;
2.4. if there is any dispute between a Subscriber and an Invited User regarding access to any
organisation or Service, the Subscriber shall decide what access or level of access to the
relevant Data or Service that Invited User shall have, if any.
3. Your Obligations
3.1. Payment obligations:
An invoice for the Access Fee will be issued each month in accordance with the details set out in
the Fee Schedule. QuarterOne will continue invoicing You in accordance with the Fee Schedule
until this Agreement is terminated in accordance with clause 8.
All QuarterOne invoices will be sent to You, or to a Billing Contact whose details are provided by
You, by email. Payment of all amounts specified in an invoice must be paid in accordance with
the Fee Schedule. You are responsible for payment of all taxes and duties in addition to the
Access Fee.
3.2. Preferential pricing or discounts:
You may from time to time be offered preferential pricing or discounts for the Access Fees as a
result of the number of organisations that You have added to the Service or that have been
added with Your authority or as a result of Your use of the Service ('Organisations'). Eligibility for
such preferential pricing or discounts is conditional upon Your acceptance of responsibility for
payment of any Access Fees in relation to all of Your Organisations. Without prejudice to any
other rights that QuarterOne may have under these Terms or at law, QuarterOne reserves the
right to render invoices for the full (non-discounted) Access Fees due or suspend or terminate
Your use of the Service in respect of any or all of Your Organisations in the event that any
invoices for those Access Fees are not paid in full in accordance with the requirements set out in
the Fee Schedule.
3.3. 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 QuarterOne 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 authorised 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.
3.4. Access conditions:
3.4.1. You must ensure that all usernames and passwords required to access the Service
are kept secure and confidential. You must immediately notify QuarterOne of any
unauthorised use of Your passwords or any other breach of security and QuarterOne will
reset Your password and You must take all other actions that QuarterOne reasonably deems
necessary to maintain or enhance the security of QuarterOne's computing systems and
networks and Your access to the Services.
3.4.2. As a condition of these Terms, when accessing and using the Services, You must:
3.4.2.I. not attempt to undermine the security or integrity of QuarterOne's
computing systems or networks or, where the Services are hosted by a third party, that
third party's computing systems and networks;
3.4.2.II. not use, or misuse, the Services in any way which may impair the
functionality of the Services or Website, or other systems used to deliver the Services or
impair the ability of any other user to use the Services or Website;
3.4.2.III. not attempt to gain unauthorised 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 Services are hosted;
3.4.2.IV. 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
3.4.2.V. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or
reverse engineer any computer programs used to deliver the Services or to operate the
Website except as is strictly necessary to use either of them for normal operation.
3.4.3. By enabling any integration to a third party application within the Services You
confirm that You have read and accept the terms and conditions for the use of such third
party application. This includes but is not limited any application QuarterOne is integrated
with that you sign-up separately (such as Hubspot and other CRM or accounting applications)
and any provider that we use from time to time for currency datafeeds (such as XE.com)
3.5. Usage Limitations:
Use of the Service may be subject to limitations set out in the Fee Schedule or otherwise
advised to you
3.6. Communication Conditions:
As a condition of these Terms, if You use any communication tools available through the
Website (such as any forum, chat room or message centre), 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. QuarterOne 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, QuarterOne does reserve the right to
remove any communication at any time in its sole discretion.
3.7. Indemnity:
You indemnify QuarterOne against: all claims, costs, damage and loss arising from Your breach
of any of these Terms or any obligation You may have to QuarterOne, 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.
4. Confidentiality and Privacy
4.1. Confidentiality:
Unless the relevant party has the prior written consent of the other or unless required to do so
by law:
4.1.1. 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.
4.1.2. Each party's obligations under this clause will survive termination of these Terms.
4.1.3. The provisions of clauses 4.1.1 and 4.1.2 shall not apply to any information which:
4.1.3.I. is or becomes public knowledge other than by a breach of this clause;
4.1.3.II. is received from a third party who lawfully acquired it and who is under no
obligation restricting its disclosure;
4.1.3.III. is in the possession of the receiving party without restriction in relation to
disclosure before the date of receipt from the disclosing party; or
4.1.3.IV. is independently developed without access to the Confidential Information.
4.2. Privacy:
QuarterOne maintains a privacy policy that sets out the parties’ obligations in respect of
personal information. You should read that policy at www.quarterone.com/privacy/ and You
will be taken to have accepted that policy when You accept these Terms. Where the Data that
you provide to us includes any personal data relating to your customers, prospects or other
individuals, it is your responsibility to ensure that you have the right to share such personal
information with us and that you comply with all relevant data protection legislation.
5. Intellectual Property
5.1. General:
Title to, and all Intellectual Property Rights in the Services, the Website and any documentation
relating to the Services remain the property of QuarterOne (or its licensors).
5.2. 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 QuarterOne Access Fee when due. You
grant QuarterOne a licence to use, copy, transmit, store, and back-up Your information and
Data for the purposes of enabling You to access and use the Services and for any other purpose
related to provision of services to You. This may include analysis of the Data together with data
from other subscribers on an anonimised and aggregated basis for the purposes of our
research, machine learning and other efforts to improve the service for all subscribers.
5.3. Backup of Data:
You must maintain copies of all Data inputted into the Service. QuarterOne adheres to its best
practice policies and procedures to prevent data loss, including a regular system data back-up
regime, but does not make any guarantees that there will be no loss of Data. QuarterOne
expressly excludes liability for any loss of Data no matter how caused.
5.4. Third-party applications and your Data.
If You enable third-party applications for use in conjunction with the Services, You acknowledge
that QuarterOne 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.
QuarterOne shall not be responsible for any disclosure, modification or deletion of Your Data
resulting from any such access by third-party application providers.
6. Warranties and Acknowledgements
6.1. 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.
6.2. Acknowledgement:
You acknowledge that:
6.2.1. You are authorised to use the Services 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 authorised to use the Service. You are also
authorised to access the processed information and Data that is made available to You
through Your use of the Website and the Services (whether that information and Data is Your
own or that of anyone else).
6.2.2. QuarterOne has 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 Services 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:
6.2.2.I. You are responsible for ensuring that You have the right to do so;
6.2.2.II. You are responsible for authorising any person who is given access to
information or Data, and you agree that QuarterOne has no obligation to provide any
person access to such information or Data without Your authorisation and may refer any
requests for information to You to address; and
6.2.2.III. You will indemnify QuarterOne against any claims or loss relating to:
6.2.2.III.i. QuarterOne's refusal to provide any person access to Your
information or Data in accordance with these Terms,
6.2.2.III.ii. QuarterOne’s making available information or Data to any person
with Your authorisation.
6.2.3. The provision of, access to, and use of, the Services is on an "as is " basis and at Your
own risk.
6.2.4. QuarterOne does 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 Services. QuarterOne is not in any way responsible for any such interference or
prevention of Your access or use of the Services.
6.2.5. QuarterOne is not Your accountant and use of the Services does not constitute the
receipt of accounting advice. If You have any accounting questions, please contact an
accountant.
6.2.6. It is Your sole responsibility to determine that the Services meet the needs of Your
business and are suitable for the purposes for which they are used.
6.2.7. 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).
6.3. No warranties:
QuarterOne gives no warranty about the Services. Without limiting the foregoing, QuarterOne
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.
6.4. 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.
7. Limitation of Liability
7.1. To the maximum extent permitted by law, QuarterOne 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.
7.2. If You suffer loss or damage as a result of QuarterOne's negligence or failure to comply with
these Terms, any claim by You against QuarterOne arising from QuarterOne'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.
7.3. If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate
these Terms in accordance with Clause 8.
8. Termination
8.1. Trial policy
When You first sign up for access to the Services we may allow You to evaluate the Services
under 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 when You first add Your
billing details into the Services, as set out in more detail in the Fee Schedule. If You choose not
to continue using the Services, You may delete Your organisation in the ‘Organisation Settings’
section of the Services.
8.2. Prepaid Subscriptions
QuarterOne will not provide any refund for any remaining prepaid period for a prepaid Access
Fee subscription.
8.3. No-fault termination:
These Terms will continue for the period covered by the Access Fee paid or payable under
clause 3.1. At the end of each billing period these Terms will automatically continue for another
period of the same duration as that period, provided You continue to pay the prescribed Access
Fee in accordance with the Fee Schedule, unless either party terminates these Terms by giving
at least one month’s advance written notice. If You elect to terminate these Terms by providing
one month's’ advance written notice, You shall be liable to pay all relevant Access Fees up to
and including the day of termination of these Terms.
8.4. Breach:
If You:
8.4.1. breach any of these Terms and do not remedy the breach within 14 days after
receiving notice of the breach if the breach is capable of being remedied;
8.4.2. breach any of these Terms and the breach is not capable of being remedied (which
includes (without limitation) any breach of clause 3.4 or any payment of Access Fees that are
not paid in full in accordance with the requirements set out in the Fee Schedule); or
8.4.3. 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,
QuarterOne may take any or all of the following actions, at its sole discretion:
8.4.4. Terminate this Agreement and Your use of the Services and the Website;
8.4.5. Suspend for any definite or indefinite period of time, Your use of the Services and
the Website;
8.4.6. Suspend or terminate access to all or any Data.
8.4.7. Take either of the actions in sub-clauses 8.4.4, 8.4.5 and 8.4.6 of this clause 8.4 in
respect of any or all other persons whom You have authorised 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 Organisations (as defined at clause 3) is not
made in accordance with the requirements set out in the Fee Schedule, QuarterOne may:
suspend or terminate Your use of the Service, the authority for all or any of Your
Organisations to use the Service, or Your rights of access to all or any Data.
8.5. 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:
8.5.1. remain liable for any accrued charges and amounts which become due for payment
before or after termination; and
8.5.2. immediately cease to use the Services and the Website.
8.6. Expiry or termination:
Clauses 3.1, 3.7, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.
9. Help Desk
9.1. Technical Problems:
In the case of technical problems You must make all reasonable efforts to investigate and
diagnose problems before contacting QuarterOne. If You still need technical help, please check
the support provided online by QuarterOne on the Website or failing that email us at
support@quarterone.com.
9.2. Service availability:
Whilst QuarterOne 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 QuarterOne has to interrupt the Services for longer periods than QuarterOne
would normally expect, QuarterOne will use reasonable endeavours to publish in advance
details of such activity on the Website.
10. General
10.1. Entire agreement:
These Terms, together with the QuarterOne Privacy Policy and the terms of any other notices or
instructions given to You under these Terms of Use, supersede and extinguish all prior
agreements, representations (whether oral or written), and understandings and constitute the
entire agreement between You and QuarterOne relating to the Services and the other matters
dealt with in these Terms.
10.2. 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.
10.3. 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. This clause does
not apply to any obligation to pay money.
10.4. No Assignment:
You may not assign or transfer any rights to any other person without QuarterOne's prior
written consent.
10.5. Governing law and jurisdiction:
In all other situations this Agreement is governed by the laws of England and Wales and You
hereby submit to the exclusive jurisdiction of the courts of England and Wales for all disputes
arising out of or in connection with this Agreement.
10.6. 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.
10.7. 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 QuarterOne must be sent to
support@quarterone.com or to any other email address notified by email to You by
QuarterOne. Notices to You will be sent to the email address which You provided when setting
up Your access to the Service.
10.8. 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.
10.9.