SimpleKPI – Terms and Conditions of Service
Last amended 14th August 2017
Iceberg Software Limited, hereafter referred to as ISL - is a company providing an online business intelligence 'Software as a Service' application called SimpleKPI.
SimpleKPI is designed for creating, managing and analyzing KPI data.
These Terms apply to the entire content of the website at www.simplekpi.com, the use by you of the SimpleKPI software provided through the Website and any correspondence between us. If you use the Website then you indicate that you accept these Terms regardless of whether or not you chose to register to use the Software. If you do not accept these terms, then please do not use the Website or the Software.
By Subscribing to the service, you agree to the following terms and conditions (the “Agreement”) governing your use of ISL's Online Service, including Offline components, if any (collectively, the “Service”). If you are entering into this agreement on behalf of a company, then you represent that you have the authority to make purchase decisions for the company and all references to you shall refer to your company.
These Terms are binding on any use of the Software and apply to you from the time that ISL provides you with access to the Software
Means the fee (excluding any taxes and duties) payable by you in accordance with the fee schedule set out on the Website (which ISL may change from time to time on notice to you).
Includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Software but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.
Means any data entered by you into the Software, either manually or automatically.
"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.
means the software available (as may be changed or updated from time to time by ISL) via the Website.
means the Internet site at the domain www.SimpleKPI.com or any other site operated by ISL.
SimpleKPI is the name of software owned by ISL
means you and includes your employees, contractors, consultants, representatives agents and any other business associated parties.
2. Use of Software
ISL grants you the right to access and use the Software via the Website according to your subscription type. This right is non-exclusive and non-transferable and limited by these Terms.
3. Your Obligations
3.1 Payment obligations
An invoice for the Access Fee will be issued to the Billing Contact each month (or in the case on Annual subscriptions yearly) starting 1 month (Year) from the date you created your SimpleKPI account unless opt out is specified in the settings. All invoices will include the Access Fee for the preceding period of use. ISL will continue invoicing you monthly (Yearly) until this Agreement is terminated in accordance with clause 8.
By signing up to a SimpleKPI subscription with a valid credit or debit card you agree to provide 'continuous payment authority' for future payments to continue your subscription on an ongoing basis.
Termination of this subscription can be made at any time by contacting firstname.lastname@example.org or directly through the application using the cancel facility in the billing section.
A valid credit card is required for you to continue using the Service after the free trial period on a month-to-month or yearly basis. All ISL invoices will be generated electronically and sent by email, invoices are payable within 7 days of the invoice date. You are responsible for payment of all taxes and duties in addition to the Access Fee as and when applicable in your country by-laws.
3.2 General obligations
You must only use the Software and Website for your own lawful internal business purposes, in accordance with these Terms and any notice sent by ISL or posted on the Website.
3.3 Access conditions
You will ensure that all usernames and passwords required to access the Software are kept secure and confidential. You will immediately notify ISL of any unauthorized use of your passwords or any other breach of security and ISL will reset your password. – You can also reset your password from the owner administration account. As a condition of these Terms, when accessing and using the Software, you must:
- not attempt to undermine the security or integrity of ISL 's computing systems or networks or, where the Software is hosted by a third party, that third party's computing systems and networks;
- 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 Software is hosted;
- not transmit, or input into the Software, 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 modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer the Software or the Website except as is strictly necessary to use either of them for normal operation.
- not use, or misuse, the Software in any way which may impair the functionality of the Software or Website, or impair the ability of any other user to use the Software or Website.
You indemnify ISL against all claims, costs, damage and loss arising from your breach of any of these terms or any obligation you may have to ISL, including (but not limited to) any costs relating to the recovery of any Access Fees that have not been paid by you.
4. Confidentiality and Privacy
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
- 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.
- The provisions of clauses 4.1.1 and 4.1.2 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.
5. Intellectual Property
Title to, and all Intellectual Property Rights in the Software, the Website and any documentation relating to the Software remain the property of ISL (or its licensors).
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 ISL Access Fee. You must maintain copies of all Data entered into the Software. ISL 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. ISL expressly excludes liability for any loss of Data no matter how caused.
In the event this Agreement is terminated (other than by reason of your breach), ISL will make available to you a file of your Data within 30 days of termination if you so request at the time of termination. ISL reserves the right to withhold your Data without notice if termination of subscription is due to your non-payment. Upon termination for cause, your right to access or use the Data immediately ceases, and ISL shall have no obligation to maintain or forward any Data to you.
6. Warranties and Acknowledgments
- You are authorized to use the Software and the Website, and to access the information that you access using the Software and the Website.
- If you are using the Software and accessing the Website on behalf of or for the benefit of an organization (whether a body corporate or not) then ISL will assume that you have the right to do so and that organization will be liable for your actions or omissions (including any breach of these Terms).
- The provision of, access to, and use of, the Software is on an 'as is' basis and at your own risk.
- ISL does not warrant that the use of the Software will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Software, 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 Software. ISL is not in any way responsible for any such interference or prevention of your access or use of the Software.
Although the system will be updated regularly - It is your sole responsibility to determine that the
Software meets the needs of your business.
6.2 No warranties
ISL gives no warranty for the Software. Without limiting the foregoing, ISL does not warrant that the Software will meet your requirements or that it will be suitable for your purposes. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchant ability, fitness for purpose, title and non-infringement.
6.3 Consumer guarantees
You warrant and represent that you are acquiring the right to access and use the Software and agreeing to these Terms for the purposes of a business. 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 Software, the website or these Terms.
7. Limitation of Liability
To the maximum extent permitted by law, ISL excludes all liability and responsibility to you (or any
other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of
Data, profits and savings) or damage resulting, directly or indirectly, from the use of, or reliance
on, the Software.
From time to time ISL employees may offer advice on user's accounts as part of their support functions, this advice includes but is not limited to KPI calculations, formulas and setup, this may also include changing ( but not limited to) of KPIs, formulas, graphs and reports. This advice is offered in good faith and it is the sole responsibility of you to check the impact of any advice or changes on your business, and to this end ISL excludes all liability and responsibility to you (or another person) in contract, tort (including negligence), or otherwise, for any loss (including loss ofData, profits and savings) or damage resulting, directly or indirectly, from the use of, or reliance on, the support changes or advice given by ISL employees.
If you suffer loss or damage as a result of ISL's negligence or failure to comply with these Terms, and claim by you or your organization against ISL arising from ISL'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 one month. If you are not satisfied with the Software, your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.
8.1 Fourteen day trial policy
When you sign up for the Service you have 14 days in which you can evaluate SimpleKPI with no obligation to continue. Should you choose to continue using SimpleKPI, you will be billed from the day you added your billing details on the system. If you choose not to continue with the service, ISL has no obligation to provide you with a backup of your data and reserves the right to delete your account from the SimpleKPI system.
8.2 No-fault termination
These Terms will continue for the period covered by the Access Fee paid in clause 3.1. These Terms will automatically continue for the same period unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period. Breach: If you:
- 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;
- 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 more than 30 days overdue); or
- the paying subscriber goes into liquidation or has a receiver or manager appointed of any of its assets or becomes insolvent, or makes any arrangement with its creditors, or becomes subject to any similar insolvency event in any jurisdiction,
ISL may take any or all of the following actions, at its entire discretion:
- Terminate these Terms and your use of the Software and the Website;
- Suspend for any definite or indefinite period of time, your use of the Software and the Website;
- Take either of the actions in sub-clause 4 and 5 of this clause 8(3) in respect of any other persons in your organization or who have access to your information or that of your organization.
8.3 Accrued Rights
Termination of these Terms is without prejudice to the rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement you will:
- immediately cease to use the SimpleKPI Software and the Website.
- remain liable for any accrued charges and amounts which become due for payment before or after termination; and
8.4 Monthly, Quarterly, Yearly, Biennially payment terms
The service is billed in advance on a monthly, quarterly, yearly or biennially basis and is non-refundable. There will be no refunds or credits for partial months or years of service, upgrade/downgrade accounts, or for months / years unused with an open account.
If annual or biennial subscriptions are canceled within 30 days of the renewal payment being taken, ISL at their discretion may provide a refund providing that the application has not been used within this period. In this situation ISL will charge a 10% administration fee to cover the cost of any fees incurred from third parties in providing the refund.
8. 5 Expiry or termination
Clauses 3, 4, 5, 6, 7, 8, 9 and 10 survive the expiry or termination of these Terms.
9. Help desk / Support
9.1 Technical Problems:
In the case of technical problems you must make all reasonable efforts to investigate and diagnose problems before contacting the SimpleKPI team. If you still need technical help, please email us at email@example.com
9.2 Service availability
Whilst ISL intends that the Software should be available 24 hours a day, seven days a week, it is possible that on occasion it may be unavailable to permit maintenance or other development activity to take place.
If for any reason AISL has to interrupt the Software for longer periods than ISL would normally expect, we will use reasonable endeavors to publish in advance details of such activity.
10.1 Entire agreement
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.
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
10.5 Sever ability
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.
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 ISL must be sent to support@SimpleKPI.com or to any other email address notified by email to you by ISL. Notices to you will be sent to the email address which you provided when setting up your access to the Software.
10.7 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.