PLEASE READ OUR TERMS AND CONDITIONS CAREFULLY BEFORE USING OUR SITES OR APPS
This page (together with our Website Terms of Use and Privacy Policy ) tells you information about sirsaas.com and the Terms on which we provide the Services.
These Terms will apply to the Contract between sirsaas.com and the Customer for use of the Services. The Customer should read these Terms carefully (with the Customer’s attention particularly being drawn to clauses 5 and 6) and make sure that they understand them before applying to use the Services.
The Customer should tick the box indicated on the sign-up page to accept these Terms. If the Customer does not accept these Terms it will not be able to apply to use the Services.
The Customer should print a copy of these Terms or save them to its computer for future reference.
sirsaas.com may amend these Terms from time to time as set out in clause 15. These Terms were most recently changed by sirsaas.com on Thursday 11th January 2024
These Terms, and any Contract between sirsaas.com and the Customer, are only in the English language.
1. INTERPRETATION
1.1 The definitions and rules of interpretation in this clause apply in these Terms.
Service(s): the sirsaas.com services and any such web and mobile applications which sirsaas.com may make available to the Customer and its Users to download from such application provider or providers as sirsaas.com may determine from time to time.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Change of Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5 or 11.6.
Contract: the contract between sirsaas.com and the Customer for the supply of the Services in accordance with these Terms.
Customer: the company, firm or person who purchases the Services or on whose behalf the Services are purchased.
Customer Data: the data (of whatever nature) inputted by the Customer, Users, or sirsaas.com on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
Documentation: the documents and information made available to the Customer by sirsaas.com online via the Website and/or App from time to time which sets out the description of the Services and the relevant user instructions.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Website: sirsaas.com or such other website as is notified to the Customer by sirsaas.com from time to time.
1.2 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
1.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.4 A reference to writing or written includes faxes and email.
1.5 A reference to a month shall be to a calendar month.
1.6 A reference to personal data shall have the same meaning as in the Data Protection Act 1998 as amended by the General Data Protection Regulation ((EU) 2016/279) which is due to take effect from 25 May 2018.
2. THIRD PARTY PROVIDERS
2.1 The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. sirsaas.com makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party.
2.2 Any contract entered into and any transaction completed via any third-party website as set out in clause 2.1 is between the Customer and the relevant third party, and not sirsaas.com. sirsaas.com recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website.
2.3 sirsaas.com does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
3. CUSTOMER’S OBLIGATIONS
3.1 The Customer shall:
(a) provide sirsaas.com with:
(i) all necessary co-operation in relation to the Contract; and
(ii) all necessary access to such information as may be required by sirsaas.com;
in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(b) keep the Customer contact information stored in its account area of the Website, complete accurate and up to date at all times;
(c) comply with all applicable laws and regulations (including local laws of any applicable jurisdiction) with respect to its activities under the Contract;
(d) carry out all other Customer responsibilities set out in these Terms in a timely and efficient manner;
(e) ensure that the Users use the Services in accordance with these Terms and be responsible for any User’s breach of these Terms;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for sirsaas.com to provide the Services;
(g) ensure that its network and systems comply with the relevant specifications provided by sirsaas.com from time to time; and
(h) be solely responsible for procuring and maintaining its own internet connectivity and other telecommunications links necessary for sirsaas.com to provide the Services.
4. CONFIDENTIALITY
4.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Contract. A party’s Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party’s lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
4.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of the Contract.
4.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Contract and shall impose confidentiality obligations at least as onerous as are included in this clause 4 on such employees or agents.
4.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
4.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute sirsaas.com’s Confidential Information.
4.6 sirsaas.com acknowledges that the Customer Data is the Confidential Information of the Customer.
4.7 This clause 4 shall survive termination of the Contract, however arising.
5. INDEMNITY
The Customer’s attention is particularly drawn to this clause
5.1 The Customer shall defend, indemnify and hold harmless sirsaas.com against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services, provided that:
(a) the Customer is given prompt notice of any such claim;
(b) sirsaas.com provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
(c) the Customer is given sole authority to defend or settle the claim.
6. LIMITATION OF LIABILITY
The Customer’s attention is particularly drawn to this clause
6.1 This clause 6 sets out the entire financial liability of sirsaas.com (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
(a) arising under or in connection with the Contract;
(b) in respect of any use made by the Customer of the Services or any part of them; and
(c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
6.2 sirsaas.com:
(a) does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; or that the Services, any documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; and
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6.3 Except as expressly and specifically provided in these Terms:
(a) the Customer assumes sole responsibility for:
(i) ensuring the facilities and functions of the Services meet the Customer’s requirements;
(ii) the results obtained from the use of the Services, the Website and the Apps by the Customer, and for conclusions drawn from such use; and
(iii) all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract; and
(c) the Services are provided to the Customer on an “as is” and “as available” basis.
6.4 Nothing in these Terms excludes the liability of sirsaas.com:
(a) for death or personal injury caused by sirsaas.com’s negligence;
(b) for fraud or fraudulent misrepresentation; or
(c) for any other matter for which it would be illegal, invalid or unenforceable for sirsaas.com to exclude, limit or attempt to exclude or limit liability for.
6.5 Subject to clause 6.3 and clause 6.4:
(a) sirsaas.com shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Contract; and
(b) sirsaas.com’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the total Fees paid for the Customer Subscription during the six months immediately preceding the date on which the claim arose.
6.6 The Fees are generally non-refundable however if the Services are unavailable for a reason other than those set out in clause 8 for a period of one week or more sirsaas.com may, if requested and at its sole discretion, credit the Customer’s account with an amount equal to the pro rated Fees payable in respect of that period.
7. TERM AND TERMINATION
7.1 The Contract shall continue on a rolling monthly basis until terminated in accordance with the remainder of this clause 7 or by either party giving not less than 30 days’ notice in writing to the other.
7.2 Without limiting its other rights or remedies, sirsaas.com may terminate the Contract with immediate effect by giving notice in writing to the Customer if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment; or
(b) the Customer is subject to a Change of Control.
7.3 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Contract without liability to the other with immediate effect by giving notice in writing if:
(a) the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing of the breach; or
(b) the other party has a bankruptcy order made against him or enters into any composition or arrangement with or for the benefit of his creditors, if an individual, or if a company, suffers an insolvency related event comprising either it being unable to pay its debts as they fall due, a petition is filed or order made for its winding up or an administrator, liquidator or receiver is appointed;
(c) the other party ceases, or threatens to cease, to trade; or
(d) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
7.4 On termination of the Contract for any reason:
(a) all licences granted under the Contract shall immediately terminate and sirsaas.com may immediately deactivate the Customer’s access to its account;
(b) each party shall return (or destroy at the other party’s option) and make no further use of any personal data, equipment, property, Documentation and other items (and all copies of them) belonging to the other party; and
(c) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
7.5 Following termination sirsaas.com shall store a back up of the Customer Data for up to six months after which time it shall be deleted without further notice to the Customer.
8. FORCE MAJEURE
sirsaas.com shall have no liability to the Customer under the Contract if it is prevented from or delayed in performing its obligations under the Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of sirsaas.com or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
9. WAIVER
9.1 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
9.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
10. SEVERANCE
10.1 If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
10.2 If any invalid, unenforceable or illegal provision would be invalid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
11. ENTIRE AGREEMENT
11.1 The Contract constitutes the whole agreement between the parties and supersedes any previous contract, licence, arrangement, understanding or agreement between them relating to the subject matter they cover.
11.2 The Customer acknowledges and agrees that it has not relied on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Contract or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.
12. ASSIGNMENT
12.1 The Customer shall not, without the prior written consent of sirsaas.com, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
12.2 sirsaas.com may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
13. NO PARTNERSHIP OR AGENCY
Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
14. THIRD PARTY RIGHTS
The Contract does not confer any rights on any person or party (other than the parties to the Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.
15. VARIATION
15.1 sirsaas.com may revise these Terms from time to time and the current version of the Terms shall apply to the Contract.
15.2 Whenever sirsaas.com revises these Terms in accordance with this clause 15, sirsaas.com will give you notice of this on the Website by stating that these Terms have been amended along with the relevant date at the top of this page.
15.3 Except for any variation by sirsaas.com in accordance with this clause 15, no variation of the Contract shall be effective unless it is agreed between the parties in writing.
16. NOTICES
16.1 Any notice required to be given under the Contract shall be in writing and shall be delivered personally or be sent by recorded delivery post or by email, to the address or email address set out at clause 16.4, or to such other address or email as is otherwise specified by one party by notice in writing to the other.
16.2 sirsaas.com may alternatively give notice to the Customer via a message on the Customer’s account area of the Website.
16.3 Any notice shall be deemed to have been duly received:
(a) if delivered personally, when left at the address and for the party referred to in this clause; or
(b) if sent by recorded delivery post on the second Business Day after posting; or
(c) if sent by email upon receipt of a delivery receipt email from the correct email address; or
(d) if delivered via a message on the Website, within two hours of its posting on the Website.
16.4 The customer addresses for notices are as follows:
Customer: the postal address and contact e-mail address of the Customer as provided to sirsaas.com when the Customer signed up to the Services.
16.5 If deemed receipt would occur on a day which is not a Business Day, deemed receipt shall take place at 10.00 am on the next Business Day.
16.6 The provisions of this clause 16 shall not apply to the service of any proceedings or other documents in any legal action.
17. GOVERNING LAW AND JURISDICTION
17.1 The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.
17.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).