Terms and Conditions

 

These terms were last updated on 30th April 2020.

 

Thank you for selecting the Services offered by Changepen Ltd (referred to as “Changepen”, “we”, “our”, or “us”). Review these Terms of Service (“Agreement”) thoroughly. This Agreement is a legal agreement between you and Changepen. By accepting electronically (for example, clicking “I Agree”), installing, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then you may not use the Services. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions as its authorized representative, in which case the terms “you” or “your” will refer to such entity and its affiliates as well as you. If the legal entity that you represent does not agree with these terms and conditions, you must not accept this Agreement, register, and use or access the Services as an authorized representative. Changepen Ltd reserves the right to change these terms & conditions at anytime. You are responsible for reviewing and becoming familiar with any such modifications, and your use of the Service following such notification constitutes your acceptance of the modified terms and conditions.

 

 

Agreement

This Agreement describes the terms governing your use of Changepen. It includes by reference:

  • Additional Terms and Conditions, which may include those from third parties.
  • Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, data processing agreements, etc.

 

 

2. DEFINITIONS

“Data” Is any information You input into the Service.

“Intellectual Property Right” Means any patent, trademark, 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” Is the software made available by Changepen Ltd via our Website. Any new features added to or augmenting the Service are also subject to these Terms and Conditions.

“Subscription Fee” Is the monthly fee (including any taxes, levies and duties) payable by You in accordance with the fee schedule set out on the Website (which Changepen Ltd may change from time to time, notifying You).

“Website(s)” Is the Internet site with any Domain managed and operated by Changepen Ltd.

“You” Means your company, and includes you, your employees, representatives and agents. “You” may also be referred as “Users”.

 

 

3. USE OF THE SERVICE

3.1. Changepen Ltd grants You the right to access and use the Service via any of our managed Websites with the user roles according to your subscription type. This right is non-exclusive and non-transferable and limited by these Terms and Conditions.

 

 

4. YOUR OBLIGATIONS

4.1. Payment obligations

4.1.1. The Service is made available on a pay-as-you-go basis. All subscriptions come with an initial 30-day free trial period, limited to the first business in the subscription only. If you do not provide your credit card details to Changepen Ltd within the 30-day free trial period, your account will be downgraded (you won’t be able to process pay runs) and can only be reactivated by submitting your credit card information.

4.1.2. If you have provided credit card details before the end of your 30-day trial and have elected to continue with a paid subscription, an invoice for the Subscription Fee will be issued to the billing contact on the first day of each month and charged on the tenth day of the same month. All charges are calculated on a pro-rata basis.

4.1.3. All invoices will include the Subscription Fee for the preceding period of use. Changepen Ltd will continue invoicing You monthly until this Agreement is terminated in accordance with clause 8.

4.1.4. All Changepen Ltd invoices will be made available to You (you’ll be notified by email) and are payable within 10 days of the invoice date. You are responsible for payment of all taxes, levies and duties in addition to the Subscription Fee.

4.1.5. There are no refunds or credits for partial months of service, upgrade/ downgrade refunds, or refunds for months unused with an open account (this also applies for the Annual Subscription). In order to treat everyone equally, no exceptions will be made.

4.1.6. For any upgrade or downgrade in plan level, your credit card will automatically be charged the new rate on your next billing cycle.

4.1.7. Prices of all Services, including but not limited to monthly fees to the Service, are subject to change upon 30 days notice from Changepen Ltd, given by email or posted to the Website.

4.2. 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 Changepen Ltd or condition posted on the Website.

4.3. Access conditions

4.3.1. You agree and recognise that your login may only be used by 1 (one) person.

4.3.2. You will ensure that all usernames and passwords required to access the Service are kept secure and confidential. You will immediately notify Changepen Ltd of any unauthorised use of your passwords or any other breach of security and Changepen Ltd will reset your password. Changepen Ltd reserves the right to access any or all your accounts in order to respond to your requests for technical support.

4.3.4. As a condition of these Terms, when accessing and using the Service, You must:

4.3.3.1. not attempt to undermine the security or integrity of Changepen Ltd’s computing systems or networks or, where the Service is hosted by a third party, that third party’s computing systems and networks;

4.3.3.2. not use, or misuse, the Service in any way which may impair the functionality of the Service or Website, or impair the ability of any other user to use the Service or Website;

4.3.3.4. 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 Service is hosted;

4.3.3.4. not 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); and

4.3.3.5. not modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer the Service or the Website except as is strictly necessary to use either of them for normal operation.

4.4. Usage Limitations

Use of the Service may be subject to limitations, including but not limited to monthly transaction volumes. Any such limitations will be specified within the Service.

4.5. Communication Conditions

As a condition of these Terms, if You use any communication tools available through the Website (such as the message hub or knowledgebase), 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 Service including (but not limited to): offers of goods or services for sale, files that may damage any other person’s computing devices or software, content that may be offensive to any of our other users, 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 own the content of the communication. Changepen Ltd 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 Service. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, Changepen Ltd does reserve the right to remove any communication at any time in its sole discretion.

4.6. Indemnity

You indemnify Changepen Ltd against all claims, costs, damage and loss arising from your breach of any of these terms or any obligation You may have to Changepen Ltd, including (but not limited to) any costs relating to the recovery of any Subscription Fees that have not been paid by You.

 

 

5. CONFIDENTIALITY

5.1. Each party agrees and undertakes that during the term of the Agreement and thereafter it will keep confidential and will not use for its own purposes nor without the prior written consent of the other party disclose to any third party (other than its professional representatives or advisers, or as may be required by law or any legal or regulatory authority) all information of a confidential nature (including trade secrets and information of commercial value) which may become known to that party from the other party (Confidential Information) unless the information is public knowledge or already known to that party at the time of disclosure or subsequently becomes public knowledge other than by breach of the Contract or subsequently comes lawfully into the possession of that party from a third party.

5.2 To the extent necessary to implement the provisions of the Agreement each party may disclose the Confidential Information to those of its employees as may be reasonably necessary or desirable provided that before any such disclosure each party shall make those employees aware of its obligations of confidentiality under the Agreement and shall at all times procure compliance by those employees with them

 

 

6. INTELLECTUAL PROPERTY

6.1. General - Title to, and all Intellectual Property Rights in the Service, the Website and any documentation relating to the Service, remain the property of Changepen Ltd (or its licensors).

6.2 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 Changepen Ltd Subscription Fee. You must maintain copies of all Data inputted into the Service. Changepen Ltd 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. Changepen Ltd expressly excludes liability for any loss of Data no matter how caused.

6.3. Third-party applications and your Data If You enable third-party applications for use with the Service, You acknowledge that Changepen Ltd may allow providers of those third-party applications to access your Data as required for the inter-operation of such third-party applications with the Service. We shall not be responsible for any disclosure, modification or deletion of your Data resulting from any such access by third-party application providers.

6.4. Trademarks You may only use Changepen Ltd and Changepen Ltd’s various logos only with Changepen Ltd’s written consent and for promotional purposes to identify yourself as a customer or user of Changepen Ltd’s Service, provided you do not attempt to claim ownership of the marks by incorporating any of them within your names or offerings.

 

 

7. WARRANTIES AND ACKNOWLEDGEMENTS

The website, services, content, and any third party content or services are provided by Changepen are on an "as is" basis without warranty of any kind, express, implied, statutory or otherwise, including the implied warranties of title, non-infringement, merchantability or fitness for a particular purpose. Without limiting the foregoing, Changepen makes no warranty that:

  1. The services will meet your requirements or your use of the services will be uninterrupted, timely, secure or error-free
  2. The results that may be obtained from the use of the services will be effective, accurate or reliable.
  3. The quality of services will meet your expectations
  4. Any errors or defects in the services will be corrected. no advice or information, whether oral or written, obtained by you from Changepen or through the website / content or from use of the services shall create any warranty not expressly stated in these terms of use.

 

 

8. LIMITATION OF LIABILITY

8.1 You expressly understand and agree that, to the maximum extent permitted by applicable law Changepen will not be liable for any loss that you may incur as a consequence of unauthorized use of your account or account information in connection with the website or any services, either with or without your knowledge. Changepen has endeavored to ensure that all the information on the website is correct, but Changepen neither warrants nor makes any representations regarding the quality, accuracy or completeness of any data, information, product or service. Changepen shall not be responsible for the delay or inability to use the website or related functionalities or services, the provision of or failure to provide functionalities, or for any information, software, products, or otherwise arising out of the use of the website or services, whether based on contract, tort, negligence, strict liability or otherwise. further, Changepen shall not be held responsible for non-availability of the website during periodic maintenance operations or any unplanned suspension of access to the website that may occur due to technical reasons or for any reason beyond Changepen's control. The user understands and agrees that any data uploading through the website is done entirely at your own discretion and you will be solely responsible for any results from the submission such material or data to Changepensystem. Changepen accepts no liability for any errors or omissions, with respect to any services provided to you whether on behalf of third parties or itself.

8.2. If You are not satisfied with the Service, your sole and exclusive remedy is to terminate these Terms in accordance with Clause 10.

 

 

9. CANCELLATION

9.1. Trial policy When You sign up for the Service You can evaluate Changepen Ltd with no obligation to continue. If You choose to continue using Changepen Ltd, You will be billed from the day You provide your billing details. If You choose not to continue, You may terminate these Terms by speaking to us, or sending an email to support@changepen.co.uk.

9.2. Cancellation You are responsible for properly cancelling your account. The account owner (as defined in the sign-up procedure) can cancel the account at any time by sending an email to support@changepen.co.uk. Cancelling your account will not result in your data being deleted. Your data will be retained and will be accessible for historical and compliance purposes. Data will only be removed at the explicit request of the account holder. Should a data deletion request be made, all of your content will be immediately deleted from the Service. Data deleted as part of a data deletion request cannot be recovered once the request has been completed. If you cancel the Service before the end of your current month, your cancellation will take effect immediately and you will be billed for usage up until the point of cancellation.

 

 

10. GENERAL

10.1. Entire agreement These Terms, and the terms of any other notices or instructions given to You under these terms, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Changepen Ltd relating to the Service 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 Changepen Ltd’s prior written consent.

10.5. 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.

10.5. 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 Changepen Ltd must be sent to support@changepen.co.uk or to any other email address notified by email to You by Changepen Ltd. Notices to You will be sent to the email address which You provided when setting up your access to the Service.

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.