Terms and Conditions 2018

ChannelUnity Service Agreement

This Agreement was last updated on 25^th May 2018.

1. DEFINITIONS
   1. “Agreement” means the terms within this document which are binding between You and ChannelUnity and which come into effect at the point that You take a Subscription to the Service or register for a Free Trial of the Service, whichever is the earlier.
   2. “ChannelUnity” means ChannelUnity Limited, incorporated and registered in England and Wales with company number 06434701, whose registered office is at Unit 054 Blue The Sharp Project, Thorp Road, Manchester, M40 5BJ.
   3. “Confidential Information” includes all information exchanged between You and ChannelUnity, whether in writing, electronically or orally.
   4. “Data” means any data entered into the Service by You or on Your behalf.
   5. “Intellectual Property Rights” 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.
   6. “Service” means the cloud computing system provided by ChannelUnity which links Your online store to a marketplace or marketplaces (and all associated items including connectors and application programming interfaces), available online at https://my.channelunity.com/ or via the Site.
   7. “Service Fees” means the Service Fees specified in the Service Plan.
   8. “Service Plan” means the pricing plan and the functionality and services associated therewith (as detailed on the Site or otherwise agreed in writing between You and ChannelUnity) for which You subscribe.
   9. “Site” means channelunity.com and other websites that ChannelUnity operates.
   10. “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. If You are registering to use the Service on behalf of another entity You are confirming that You have the authority to do so and You agree that by registering to use the Service You bind the entity on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of this Agreement, without limiting Your own obligations under this Agreement.
   11. “Subscription” means Your agreement to subscribe to the Service for a period as specified in the Service Plan.
   12. “User” means any person that uses the Service with Your authorisation from time to time.
   13. “You” means the Subscriber, and “Your” has a corresponding meaning.

2. USE OF THE SERVICE
   1. ChannelUnity grants You the right to access and use the Service. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that:
      1. You determine who is a User;
      2. You are responsible for all Users’ use of the Service;
      3. You control each User’s ability to access the Service at all times and can revoke or change a User’s access, at any time and for any reason, in which case that person will cease to be a User or shall have that different level of access, as the case may be.
   2. You indemnify ChannelUnity against all claims, costs, damage and loss arising from Your breach of any of these Terms of Service or any obligation You may have to ChannelUnity, including (but not limited to) any costs relating to the recovery of any Service Fees that are due from You but have not been paid by You.
3. FREE TRIAL
   1. If You register on our Site for a Free Trial, ChannelUnity will make the Service available to You on a free basis until the earlier of:
      1. the end of the Free Trial period for which You registered to use the Service;
      2. the start date of Your purchased Service Plan
   2. Any data entered during Your Free Trial will be permanently lost unless You purchase a Subscription to a Service Plan that includes the same services covered by the Free Trial before the end of the Free Trial. It is Your responsibility to keep a copy of any Data entered during Your Free Trial.

4. FEES AND PAYMENT
   1. You agree to pay the Service Fees and any other charges (including any applicable taxes and duties) incurred in connection with the Service Plan at the rates in effect when the charges were incurred. Payments will be payable in accordance with Your Service Plan through the credit or debit card that ChannelUnity has on record for You or by such other payment method as has been agreed in writing between You and ChannelUnity. You are responsible for any fees or charges incurred to access the Service through an internet access provider or other third-party service. Our Service Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, for which You are responsible for payment.
   2. Your Subscription starts immediately on the date of purchase and expires on the date that the specified period of Your Service Plan ends.
   3. Your Service Plan will automatically renew effective on the date of its scheduled expiration for an identical term but at the then prevailing Service Fees unless, prior to the date that Your Service Plan expires, You or ChannelUnity terminate Your Service Plan. You must terminate Your Service Plan before it renews to avoid billing of Service Fees for a renewed Subscription.
   4. ChannelUnity reserves the right to suspend Your access to the Service (without any corresponding adjustment to the Subscription) if You do not pay the Service Fees on the date they fall due. Late payments are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all costs of collection. You agree and acknowledge that ChannelUnity is under no obligation to retain Your Data, which may be irretrievably deleted if Your account is more than 30 days overdue.
   5. Where You connect a Shopify store to your ChannelUnity account, ChannelUnity reserves the right to cover the additional charges levied by Shopify, by adding a 5% surcharge to your invoice value when this is processed through the Shopify billing system.
5. SUBSCRIBER OBLIGATIONS
   1. You must only use the Service for Your own lawful business purposes, in accordance with this Agreement. You warrant and represent 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 or this Agreement.
   2. You must ensure that all merchant names, usernames, and passwords required to access the Service are kept secure and confidential. You must immediately notify ChannelUnity of any unauthorised use of Your passwords or any other breach of security so that ChannelUnity may take any action it deems necessary to protect the integrity of the Service.
   3. You must not:
      1. attempt to undermine the security or integrity of ChannelUnity’s computing systems or networks or, where the Service is hosted by a third party, that third party’s computing systems and networks;
      2. use, or misuse, the Service in any way which may impair the functionality of the Service, or other systems used to deliver the Service or impair the ability of any other user to use the Service;
      3. 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 Service is hosted;
      4. transmit, or input into the Service, 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);
      5. attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Service except as is strictly necessary to use them for normal operation;
      6. make use of screen-scraping technologies to access the Service programmatically for the purpose of automation without prior written consent from ChannelUnity. This includes but is not limited to the use of ‘wget’, ‘curl’ or ‘lynx’ libraries and similar automatic website navigation frameworks.
   4. If You use any communication tools available through the Service (such as any forum, chat room or message centre):
      1. You agree only to use such communication tools for lawful and legitimate purposes;
      2. 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 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);
   5. ChannelUnity is under no obligation to ensure that the communications on the Service 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 Service;
   6. ChannelUnity reserves the right to remove any communication at any time in its sole discretion.
6. CONFIDENTIALITY AND PRIVACY
   1. Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with this Agreement. 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 this Agreement.
   2. Each party’s obligations under this clause 6 will survive termination of this Agreement.
   3. The provisions of clauses 6.1 and 6.2 shall not apply to any information which:
      1. is or becomes public knowledge other than by a breach of this clause;
      2. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
      3. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party;
      4. is independently developed by the receiving party without access to the Confidential Information.
7. INTELLECTUAL PROPERTY
   1. General title to and all Intellectual Property Rights in the Service and any documentation relating to the Service and any suggestions, ideas, enhancement requests, feedback, and recommendations You or others provide in respect of the Service shall remain the property of ChannelUnity (or its licensors).
   2. Title to and all Intellectual Property Rights in the Data shall remain Your property. However, access to this Data is contingent on full payment of the Service Fees when due.
   3. You grant ChannelUnity a licence:
      1. to use, copy, transmit, store, and back-up the Data for the purposes of enabling access to and use of the Service;
      2. for the use of Data for statistical analysis for the development and enhancement of ChannelUnity’s products and services;
      3. for any other purpose related to provision of the Service.
   4. You are responsible for maintaining copies of all Data. While ChannelUnity adopts reasonable policies and procedures to prevent data loss, ChannelUnity does not make any guarantees that there will be no loss of Data. ChannelUnity expressly excludes liability for any loss of Data no matter how caused.
   5. If You choose to add third party services onto Your account, including but not limited to marketplace channels and price comparison websites, for use in conjunction with the Service, You acknowledge that ChannelUnity may allow the providers of those third-party services to access Your Data as required for the interoperation of such third-party services with the Service. ChannelUnity shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party services.
8. EXCLUSION OF WARRANTIES
   1. You expressly understand and agree that Your use of the Service and the Site is at Your sole risk, and that ChannelUnity provides the Service and Site to You ‘as is’ and ‘as available’ unless otherwise warranted in this Agreement. In particular ChannelUnity does not warrant that:
      1. Your use of the Service will meet Your requirements or be suitable for any particular purpose;
      2. Your use of the Service will be uninterrupted or error free;
      3. any defects in operation or functionality will be corrected.
   2. ChannelUnity expressly disclaims all warranties and conditions of any kind, whether express or implied, insofar as permitted by law, including (without limitation) warranties of merchantability, fitness for a particular purpose, title and non-infringement.
9. LIMITATION OF LIABILITY 
   1. Except in respect of personal injury or death caused by negligence ChannelUnity’s total liability shall be limited to the Service Fees paid by You in the 12 months prior to the date a claim arises for any one event or connected events.
   2. Notwithstanding any other provision of this Agreement in no event shall ChannelUnity be liable for loss of Data or indirect or consequential loss of whatever nature, howsoever caused, whether occurring in contract, tort, negligence or otherwise.
   3. You are 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 Service will comply with laws applicable to You (including any laws requiring You to retain records).
   4. With respect to the parties’ rights and obligations under the Data Protection Act 1998 (DPA) the parties agree that You are the data controller and that ChannelUnity is the data processor and that ChannelUnity shall only process Data in accordance with this Agreement.
   5. If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate this Agreement in accordance with Clause 10 (Termination).
10. TERMINATION
    1. Either party may terminate this Agreement at any time if the other:
       1. breaches any material provision of this Agreement, including Your failure to pay Service Fees when due;
       2. becomes insolvent, is unable to pay its debts, ceases to trade, has a receiver appointed over the whole or any part of its assets, has an administrator appointed, enters into any composition with creditors generally, is wound up, or takes any step towards any of these events.
    2. You may terminate this Agreement following a change in accordance with Clause 11.
    3. You may terminate this Agreement with effect from the date at which Your Service Plan expires by using the ‘Cancel My Account’ facility provided as part of the Service.
    4. ChannelUnity may terminate this Agreement at any time with written notice if required to do so by law (for example, where the provision of the Service to You has become unlawful in the jurisdiction in which You reside or operate).
    5. ChannelUnity may terminate this Agreement at any time with 90 days prior written notice.
    6. ChannelUnity’s obligation to make the Service available to You ends immediately upon the termination of this Agreement. ChannelUnity will allow You thirty days from the date of termination in which to download and copy Your Data from the Service after which time ChannelUnity may, in its discretion, delete Your Data from the Service.
    7. ChannelUnity reserves the right to remove or discard Your Data without notice for any breach of this Agreement, including Your failure to pay Service Fees when due.
    8. ChannelUnity will refund any portion of the Service Fees paid but not yet earned at the date of termination, unless:
       1. You terminate this Agreement without cause before the end of the Subscription;
       2. ChannelUnity terminates this Agreement due to Your breach of any material provision of this Agreement.
    9. Clauses 2.2, 4.1, 5.2, 5.3, 6 and 7 survive the expiry or termination of this Agreement.
11. CHANGES
    1. ChannelUnity may at any time amend, delete or add to this Agreement, including the Service Fees and other amounts which apply to Your Service Plan (a “Change”) by giving notice of such Change by posting a revised version of this Agreement on the Site. A Change will be made unilaterally by ChannelUnity and You will be deemed to have accepted the Change after You have received notice of it. ChannelUnity will give You 28 days’ notice of any Change with the Change taking effect once the 28 days’ notice period has passed, except the 28 days’ notice period will not apply where a Change is required by law or relates to the addition of a new service, extra functionality to the existing Service or any other change which ChannelUnity believes in its reasonable opinion to neither reduce Your rights nor increase Your responsibilities. In such instances, the Change will be made without prior notice to You and shall be effective immediately.
    2. If You do not accept any Change, You must cancel Your Subscription by prior written notice to ChannelUnity. If You do not object to a Change by cancelling Your Subscription within the 28 days’ notice period, You will be deemed to have accepted it.
12. OTHER APPLICABLE TERMS
    1. If You use functionality within the Service that requires currency conversion to take place, You confirm that You have read and accept the terms and conditions of use for the OpenExchangeRates currency conversion service.
    2. You confirm that You have read and accept ChannelUnity’s Privacy Policy (“Privacy Policy”), which You can find at https://www.channelunity.com/privacy-policy/.
    3. You confirm that You have read and accept ChannelUnity’s Data Protection Policy (“Data Protection Policy”), which You can find at https://www.channelunity.com/data-protection-policy/.
13. GENERAL
    1. This Agreement supersedes and extinguishes all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and ChannelUnity relating to the Service and the other matters dealt with in this Agreement.
    2. 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.
    3. Neither party will be liable for any delay or failure in performance of its obligations under this Agreement 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.
    4. You may not assign or transfer any rights to any other person or entity without ChannelUnity’s prior written consent.
    5. 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.
    6. If any part or provision of this Agreement 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.
    7. Any notice given under this Agreement by either party to the other must be in writing by email and will be deemed to have been given on transmission. All notices to ChannelUnity must be sent to admin@channelunity.com. Notices to You will be sent to the email address that was provided when setting up Your access to the Service.
    8. A person or entity that is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.