These Terms and Conditions ("Terms") govern access to and use of the FieldStack platform (the "Platform") provided by FieldStack Ltd ("FieldStack", "we", "us"). By accessing or using the Platform, you agree to be bound by these Terms.
Subject to payment of the Subscription Fee and compliance with these Terms, FieldStack grants the Customer a Subscription to access and use the Platform for its internal business purposes during the Term.
The Customer shall ensure that Authorised Users comply with these Terms and shall be liable for all acts and omissions of its Authorised Users. Access credentials are personal to each Authorised User and may not be shared.
The Customer shall notify FieldStack promptly on becoming aware of any unauthorised access to or use of the Platform or any access credentials.
FieldStack may update, modify or withdraw features of the Platform on reasonable prior notice, provided that no such change materially reduces the functionality of the Platform.
FieldStack grants to the Customer a limited, personal, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform during the Term for the Customer's internal business purposes only.
The licence does not include any right to access the source code of the Platform or any right to use the Platform on behalf of third parties (other than processing Customer Data in the ordinary course of the Customer's business). All rights not expressly granted are reserved by FieldStack.
The Customer shall not, and shall ensure that Authorised Users do not:
The Platform and all intellectual property rights in or arising from it are and shall remain the exclusive property of FieldStack (or its licensors). Nothing in these Terms transfers any intellectual property rights to the Customer.
Any suggestions, feedback or enhancement requests provided by the Customer or Authorised Users relating to the Platform may be used by FieldStack without restriction or obligation.
As between the parties, the Customer retains ownership of all Customer Data. The Customer grants FieldStack a non-exclusive licence to access, store, process and use Customer Data to the extent necessary to provide the Platform.
Where Customer Data includes personal data, FieldStack shall process it as a data processor on the Customer's behalf, in accordance with the Customer's instructions and our Data Processing Agreement.
The Customer warrants that it has all necessary authority, consents and rights to provide Customer Data to FieldStack for processing in connection with the Platform.
On termination or expiry of these Terms, FieldStack shall, at the Customer's written election, return or securely delete Customer Data within 30 days, save to the extent that applicable law requires retention.
Each party shall keep the other party's Confidential Information strictly confidential and shall not disclose it to any third party without the other party's prior written consent, except to its employees, officers, contractors and professional advisers who need to know it for the purposes of these Terms.
The obligations in this clause do not apply to information that is or becomes publicly known through no act or omission of the receiving party, or that is required to be disclosed by applicable law. These obligations shall survive termination or expiry of these Terms for five years.
The Customer shall pay the Subscription Fee in advance, by the payment method specified by FieldStack from time to time (currently via Stripe). The Subscription Fee is exclusive of VAT, which shall be added where applicable.
FieldStack may increase the Subscription Fee on not less than 30 days' written notice to the Customer. Any increase shall take effect at the start of the next renewal period.
If any payment is not received by its due date, FieldStack may suspend access to the Platform on seven days' written notice and/or charge interest at 8% per annum above the Bank of England base rate pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
All sums due under these Terms are non-refundable except as expressly provided herein.
These Terms commence on the date on which the Customer first accesses or subscribes to the Platform and continue on a rolling monthly basis unless terminated.
Either party may terminate these Terms at any time by giving not less than 30 days' written notice to the other.
Either party may terminate these Terms with immediate effect if the other party commits a material unremedied breach, becomes insolvent, or ceases to carry on business.
On termination: the licence shall terminate immediately; all outstanding Subscription Fees shall become due; and each party shall return or destroy the other's Confidential Information on request.
Each party warrants that it has full power and authority to enter into and perform its obligations under these Terms.
FieldStack warrants that it owns or has the right to licence the Platform and that, during the Term, the Platform will perform materially in accordance with its documentation. Save as expressly set out in these Terms, the Platform is provided "as is" and FieldStack makes no representations or warranties of any kind.
Nothing in these Terms shall exclude or limit either party's liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by applicable law.
Subject to the above, FieldStack shall not be liable for loss of profits, revenue or business, loss of anticipated savings, loss of data, wasted management time, or indirect, special or consequential loss, howsoever arising.
Subject to the above, FieldStack's total aggregate liability under or in connection with these Terms shall not exceed the total Subscription Fees paid by the Customer in the 12 months immediately preceding the event giving rise to the claim.
Questions about these Terms? Contact us at hello@fieldstack.co.uk.