Terms & Conditions for Easy Salon Management
1. Terms and Conditions of use Agreement
Easy Salon Management is a trading name of Developer Designs with its registered office at :
The Mansion, Aston Hall Drive, Aston On Trent, Derby DE72 2DE, United Kingdom ("the Easysalonmanagement.co.uk").
- means information or other electronic data uploaded by the Customer to its Online Account;
- "Intellectual Property Rights"
- Means any patents, copyright, database rights, design rights, registered designs, trademarks or service marks (whether registered or not and including any applications or rights to apply for registration) and all rights or forms of protection of a similar nature subsisting anywhere in the world;
- "Online Account"
- Means the Customer's individual online domain space provided by the Easysalonmanagement.co.uk onto which the Customer will load Content;
- The provision of a cloud-based scheduling and product sales system;
- Means the initial set-up and the Easy Salon Management will provide to the Customer for the Service;
- Means any software owned by or licensed to Easy Salon Management by third-party licensors for the provision of the Service;
- Means Easy Salon Management and all web pages and content of that website (including the Customer's Online Account) from time to time;
- "Working Day"
- Shall mean 9.00am to 5.30pm Monday to Friday GMT except English public holidays.
3. Use Of the Service
- 3.1 The Service is owned and operated by Developer Designs and is provided to the Customer for use by the Customer. By using the Service, the Customer agrees to be bound by these terms and conditions to the fullest extent capable at law.
- 4.1 Easysalonmanagement.co.uk on behalf of itself and any third party licensor(s) of the Software and Service retains all rights and title to the Software, the Website, the Service and the Set Up and, except as set out below, no Intellectual Property Rights or goodwill therein are transferred to the Customer.
- 4.2 In relation to the Service and the Software:
- 4.2.1 the Customer is granted a non-exclusive, non-transferable right to use the Service and the Software;
- 4.2.2 the Customer agrees not to copy or transfer the Service or Software or reverse assemble, decompile or otherwise attempt to derive source code from the Service or Software; and
- 4.2.3 the Customer agrees to comply with all governmental or other regulations relating to the use of the Service or Software.
- 4.3 The Customer may only download and print extracts from the Website for its own use.
- 4.4 The Customer must not remove or alter copyright and other proprietary notices contained on the Website.
- 4.5 Other than proper use of the Service in accordance with this Agreement, the Customer may not commercially exploit the Website (or any part of it) in any way
- 4.6 The Customer owns the Content placed on its Online Account. Except for the rights granted herein, this Agreement does not transfer any Intellectual Property Rights in the Content posted on the Online Account from the Customer to Easysalonmanagement.co.uk.
- 4.7 In relation to any documents posted on the Online Account the Customer grants Easysalonmanagement.co.uk a non-exclusive, non-transferable right to have the documents posted in the Online Account and any other Intellectual Property Rights required but only for the purposes of the Easysalonmanagement.co.uk fulfilling its obligations under this Agreement. Easysalonmanagement.co.uk shall have no right to use the Intellectual Property Rights of the Customer for any purpose other than providing the Service.
- 4.8 The Customer accepts responsibility and liability for the acts ad/or omissions of its temporary staff or subcontractors or business partners in relation to any breaches of the Software licence or its obligations under these terms and conditions by such temporary staff or subcontractors or business partners and will indemnify and hold harmless Easysalonmanagement.co.uk against all liability, loss, damages, reasonable costs and expenses incurred or suffered by Easysalonmanagement.co.uk as a result of any such breach.
- 5.1 Easysalonmanagement.co.uk does not verify or assume any responsibility for the completeness or accuracy of the Content provided by the Customer or any other third parties accessing the Online Account or elsewhere on the Website. This includes, without limitation, any documents, requests for further information or responses to them.
- 5.2 The Customer must ensure that they have, and maintain, adequate computer hardware and software to ensure they can access the functions of the Service. Easysalonmanagement.co.uk shall not be responsible for any delay or failure to transmit, download or upload data from, to or via its computer systems or over the internet.
- 5.3 Easysalonmanagement.co.uk may remove any of the Content at its discretion without notice that it considers to be defamatory, offensive or otherwise illegal or inappropriate in any way.
6. Easysalonmanagement.co.uk's Obligations, Rights and Warranties
- 6.1 Easysalonmanagement.co.uk warrants that it will:
- 6.1.1 use all reasonable endeavours to maintain the Service as an uninterrupted Service;
- 6.1.2 use any data supplied to it solely for the purposes of providing the Service;
- 6.1.3 not disclose personal data supplied to it for the Online Account to any third party other than to persons authorised by the Customer to access the Online Account or otherwise in accordance with this Agreement or as required by any regulatory authority.
- 6.2 Apart from the express terms set out above, no conditions, warranties or other terms apply to the Service and the Service is provided on an "as is" basis. Easysalonmanagement.co.uk does not make, and hereby disclaims to the extent permitted under applicable law, any and all other express and/or implied warranties, included but not limited to warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage or trade practice. Easysalonmanagement.co.uk does not warrant that the Service will be uninterrupted, error-free or completely secure. The Customer acknowledges that the Service may be temporarily unavailable whilst normal maintenance is carried out.
- 6.3 Easysalonmanagement.co.uk does not and cannot control the flow of data to or from its network and other portions of the internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt the Customer's connections to the internet (or portions thereof). Although Easysalonmanagement.co.uk will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, it cannot guarantee that such events will not occur. Accordingly, Easysalonmanagement.co.uk disclaims any and all liability resulting from or related to such events.
- 6.4 Easysalonmanagement.co.uk reserves the right to include means within the Software to limit the Customer's use of the Software to the correct licensed number of users.
- 6.5 The Customer shall be entitled to make such copies of the Software in machine-readable form as are reasonable for backup purposes or disaster recovery purposes only. Subject to the provisions of this Clause, the Customer may not use, copy, modify, amend, alter or transfer the Software or any copy, adaptation, transcription or merged portion thereof. Save as expressly permitted by law, the Customer may not reverse engineer, decompile or disassemble the Software.
- 6.6 Title, copyright and all other proprietary rights in the Software and the Documentation and all parts and copies thereof shall remain vested in Easysalonmanagement.co.uk.
7. Customer's Obligations
- 7.1 The Customer will provide true, accurate, current and complete information to Easysalonmanagement.co.uk.
- 7.2 The Customer shall not resell the Service to any third parties or allow any third parties to use the Service other than its employees or temporary staff.
- 7.3 The Customer will be responsible for taking any backups all data that it uploads to the Online Account via the backup provision provided on the website. Easysalonmanagement.co.uk will not backup any data and will not be responsible or liable for any loss of data howsoever caused, including any insolvency event in relation to the hosting provider.
- 8.1 This Agreement may be terminated immediately forthwith by either party on written notice.
- 8.2 Either party may terminate this Agreement immediately by notice to the other:
- 8.2.1 if the other party is in material breach of the terms of the Agreement and, in the event of a breach capable of being remedied, fails to remedy the breach within thirty (30) calendar days of receipt of notice thereof in writing.
- 8.2.2 if any distress or execution is levied on any of the other's property or assets or the other party goes into liquidation;
- 8.2.3 if the other makes or offers to make any arrangement or composition with creditors; or
- 8.2.4 if any resolution or petition to wind up the other's business (other than for the purpose of solvent amalgamation or reconstruction) shall be passed or presented or if a receiver or administrative receiver of the other's undertaking, property or assets shall be appointed or a petition presented for the appointment of an administrator.
- 8.3 Termination of an Agreement shall not prejudice any rights of either party which have arisen on or before the date of termination and shall not affect the ongoing validity of any other Agreement entered into pursuant to this Agreement.
- 8.4 If the Customer breaches any of its obligations under this Agreement, Easysalonmanagement.co.uk shall without notice, (without prejudice to any other right or remedy available to it) have the right to suspend performance of the Service until the breach has been fully and properly rectified.
- 8.5 Easysalonmanagement.co.uk shall not be liable to the Customer or any third party for any termination of access to the Service.
- 8.6 On termination of this Agreement the Service shall cease and terminate and all usage rights granted under this Agreement shall be terminated.
- 9.1 Each party agrees that it will not without the prior written agreement of the other party permit the duplication, use or disclosure of any Confidential Information to any third party unless at the time of disclosure such information is within the public domain.
- 9.2 For the purposes of this Agreement, "Confidential Information" shall mean (without limitation) any information whether oral, written or on electronic or optical media relating to this Agreement (although not its existence), the business and affairs of the parties and their respective clients, the Software and other materials delivered by the Easysalonmanagement.co.uk to the Customer pursuant hereto and technical and commercial data, customer account details, marketing and business plans, client lists, prices and pricing information, commercial agreements between the parties and between either party and a third party, information on communications, hardware and programming interfaces, protocols and integration, data, drawings, diagrams, software programs, trade secrets, know-how, algorithms, software architectures, designs and documentation (including in particular screen designs), all proprietary information and other intellectual property or rights thereto belonging to either party or held by either party under a duty of care to a third party to treat such information as confidential and any other information specifically identified by either party as confidential.
- 9.3 Notwithstanding the foregoing, the receiving party shall be entitled to make any disclosure required by law or other regulatory authority.
- 9.4 In the event of termination of this Agreement the obligations of both parties under this clause shall continue as if the Agreement had not been terminated.
10. Limitation of Liability
- 10.1 Each party will indemnify the other against any claim for or in respect of death or personal injury of any person if and to the extent that it is caused by the negligence of such party or any employee of such party.
- 10.2 Subject to Clause 10.8, Easysalonmanagement.co.uk will not be liable for any damage of any kind suffered by the Customer as a result of the use of the Service or Software whether direct, indirect or consequential loss including but not limited to loss of business, loss of contracts, business interruption, loss of anticipated savings or revenue, loss of goodwill or loss of or damage to or corruption of data or software.
- 10.3 Subject to Clause 10.8, Easysalonmanagement.co.uk shall not be liable in any way or manner for loss or damage or corruption of the Content in the Online Account or any other damage or loss suffered by the Customer of whatever nature as a result of using the Service.
- 10.4 The Easysalonmanagement.co.uk shall not be liable to the Customer for any representation (unless fraudulent), implied warranty, condition or other term, any duty at common law, or any express terms of an Agreement, for any special, indirect or consequential loss including but not limited to loss of business, loss of contracts, loss of anticipated savings or revenue, or goodwill, or loss of or damage to or corruption of data or software.
- 10.5 Subject to any express term of this Agreement, where permitted by statute, Easysalonmanagement.co.uk excludes any statement whatsoever and howsoever arising out of this Agreement as to the quality, merchantability, suitability or fitness for purpose of any part of the Software or Service.
- 10.6 Each party acknowledges that any breach of its obligations with respect to the proprietary rights of the other party or such party's licensors may cause such other party irreparable injury for which there may be inadequate remedies at law and that such other party and its licensors will be entitled to equitable relief, in addition to all other remedies available to it.
- 10.7 Easysalonmanagement.co.uk shall not be liable to the Customer for any representation (unless fraudulent), implied warranty, condition or other term, or any special, indirect or consequential loss (including but not limited to (i) any costs associated with the recreation of lost or damaged Content; (ii) delays and failures in the Service which might (but will not necessarily) include, loss of power, breakdown or failure or delay in telecommunications or otherwise in those internet connections, act of any competent authority, war, epidemic, civil unrest, fire, flood, weather conditions or industrial action) loss of business, loss of contracts, loss of anticipated savings or revenue, or goodwill (iii) any actions taken out against the Customer by any third party.
- 10.8 The parties acknowledge that where Easysalonmanagement.co.uk has provided the Service free of charge, this forms an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply, subject to law. The parties acknowledge that where Easysalonmanagement.co.uk has made a charge for the Service, Clauses 10.2 and 10.3 shall be replaced by the following wording:
Easysalonmanagement.co.uk will be liable for any direct losses, damages or costs incurred or suffered by the Customer as a result of the use of the Service or Software and which is caused by the negligence of or breach of contract by the Easysalonmanagement.co.uk up to a maximum amount of the annual sum paid for the Service or Software. The Easysalonmanagement.co.uk shall not be liable for any losses, damages or costs of any kind suffered by the Customer as a result of the use of the Service or Software which constitute indirect or consequential loss including but not limited to loss of business, loss of contracts, business interruption, loss of anticipated savings or revenue, loss of goodwill or loss of or damage to or corruption of data or software.
- 10.9 Subject to Clause 10.8, the Easysalonmanagement.co.uk shall not be liable in any way or manner for loss or damage or corruption of the Content in the Online Account or any other damage or loss suffered by the Customer of whatever nature as a result of using the Service.
- 10.10 Customer Data shall be the property of the Customer. Data derived directly or indirectly from the usage of the Service shall be the property of Easysalonmanagement.co.uk or its licensors/partners (as appropriate).
- 10.11 The limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply, subject to the law
11. Intellectual Property and Other Property
- 11.1 Easysalonmanagement.co.uk shall indemnify and hold harmless the Customer against the costs of any claims made or damages (including costs) that may be awarded or agreed to be paid to any third party in respect of any claim or action that the normal operation, possession or use of the Service by the Customer during the term of this Agreement infringes any intellectual property rights of any third party (“Intellectual Property Infringement Claim”) provided that the Customer:
- 11.1.1 gives notice to Easysalonmanagement.co.uk of any Intellectual Property Infringement Claim immediately it becomes aware of it;
- 11.1.2 gives Easysalonmanagement.co.uk the sole conduct of the defence to any claim or action in respect of any Intellectual Property Infringement Claim and does not at any time admit liability or otherwise settle or compromise or attempt to settle or comprise any such claim without the express instructions of the Easysalonmanagement.co.uk; and
- 11.1.3 acts in accordance with the reasonable instructions of Easysalonmanagement.co.uk and gives to Easysalonmanagement.co.uk such assistance as it shall reasonably require in respect of the conduct of the said defence including without prejudice to the generality of the foregoing the filing of all pleadings and other court process and the provision of all relevant documents.
- 12.1 No delay, neglect, or forbearance on the part of either party in enforcing against the other party any term or condition of the Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this Agreement.
- 13.1 If any part term or provision of this Agreement be held illegal or unenforceable the validity or invalidity of the remainder of the Agreement shall not be affected.
- 14.1 Any notice shall be sufficiently given if delivered personally, or sent by first class mail to the other party at its address specified in this Agreement or at such other address as it may have notified in writing for such purposes to the other party. Notices so sent shall be deemed to have been received on delivery if delivered personally, if sent by first class mail to have been received two working days following dispatch. Where deemed delivery would take place on a non-Working Day then it shall be deemed to take place on the following Working Day.
- The Customer may not assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the Easysalonmanagement.co.uk. The Easysalonmanagement.co.uk may freely assign any of its rights or delegate any of its obligations hereunder.
16. Data Protection
- 16.1 Each party shall for the duration of this Agreement comply with the provisions of the Data Protection Act 1998 (including the Data Protection Principles set out in that Act) and any similar or analogous laws, regulatory requirements or codes of practice governing the use, storage or transmission of personal data and shall not do or permit anything to be done which might cause or otherwise result in breach of the same.
- 16.2 Easysalonmanagement.co.uk acknowledges that for the purpose of the Data Protection Act 1998 it is the data processor and the Customer is the data controller of any personal data provided to it by the Customer or obtained by it as part of its obligations under this Agreement. In its capacity as data processor, Easysalonmanagement.co.uk undertakes to keep such personal data secure to ensure that the Customer is not in breach of its obligations under the Seventh Principle of the Data Protection Act 1998.
- 16.3 Without limitation to clauses 14.1 and 14.2, the Easysalonmanagement.co.uk undertakes:
- 16.3.1 To ensure a level of security appropriate to the nature of the data to be protected and the harm that might result from any unauthorised or unlawful processing or accidental loss, destruction of or damage to any such personal data; and
- 16.3.2 To ensure Easysalonmanagement.co.uk's employees and subcontractors who have access to personal data comply with this clause.
- 16.4 The Easysalonmanagement.co.uk shall comply with any of the Customer’s instructions in relation to the collection, processing and disposal of any personal data.
17. Third Party Rights
- 17.1 The Contracts (Rights of Third Parties) Act 1999 does not apply in relation to any Agreement or any agreement, arrangement, understanding, liability or obligation under or in connection with any Agreement
18. Compliance with Laws
- 18.1 The Customer will comply with all applicable laws, statutes, ordinances and regulations regarding its use of the Service, including all applicable laws regarding the transmission of technical data exported from the country in which it resides or other relevant jurisdiction.
19. Applicable Law
- 19.1 Unless otherwise agreed in writing between the parties, this Agreement shall be subject to and construed and interpreted in accordance with the laws of England and Wales and shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.
- 19.2 Where a translation of any terms and conditions or part of an Agreement is provided by Easysalonmanagement.co.uk, this is provided for guidance purposes only in good faith and the English version is the legally correct and valid version of the relevant terms and conditions or part of an Agreement in the event of any error in translation.