The Hosted Services (as defined below) are being made available by Cash Analytics Limited (“CashAnalytics”) to You on the condition that You agree to these terms and conditions). “You,” or “Your” refers to the person accessing or using the Hosted Services, or, if the Hosted Services is being used on behalf of an organization, such as your employer, "You," or “Your” means such organization. If you are accessing the Hosted Services on behalf of your organization, You represent and warrant that You have the authority to do so and to bind such organization to this Agreement. Violation of any of the terms below will result in the termination of this Agreement and Your access to the Hosted Services. BY USING THE HOSTED SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THESE TERMS AND ARE AUTHORIZED TO ACT ON BEHALF OF, AND BIND TO THIS AGREEMENT, THE OWNER OF THIS ACCOUNT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS OR USE THE CASHANALYTICS HOSTED SERVICES.
For more information on CashAnalytics and the Hosted Services please visit www.cashanalytics.com.
The CashAnalytics software is constantly evolving, and as such, it may change the terms of this Agreement from time to time. If a change to the terms occurs, then a new copy of this Agreement will be available at www.cashanalytics.com/terms-of-service/ at least thirty (30) days before the new version becomes effective. Your use of the Hosted Services is subject to the most current version of the Agreement at the time of such use.
For purposes of this Agreement:
1.1 “Account” means Your Hosted Services account and profile, accessed using Your unique username and password.
1.2 “Charge” means the charge payable by You in respect of the Plan to which You have subscribed as set out in the Order Form or any alternative pricing as may be agreed in writing with CashAnalytics.
1.3 “Content” means all data that You or Your End Users enter or upload into the Hosted Services.
1.4 “Data Protection Legislation” means all applicable laws and regulations relating to the processing of personal data and privacy including the General Data Protection Regulation 2016/679 (“GDPR”) and any statutory instrument, order, rule or regulation made thereunder, as from time to time amended, extended, re-enacted or consolidated and the terms “data controller”, “data processor”, “process” and “personal data” shall have the meanings given to those terms in such data protection laws and regulations.
1.5 “Documentation” means any and all user manuals, instructions, videos, brochures or similar media relating to the use of the CashAnalytics Hosted Services made available by CashAnalytics.
1.6 “User” means any individual authorized to access and use Your Portal. “End User”, as defined, is further limited to only the maximum number of End Users permitted by Your Plan.
1.7 "Hosted Services" means the CashAnalytics software which will be made available by the CashAnalytics to You as a service via the internet in accordance with these Terms and Conditions.
1.8 “Intellectual Property Rights” means all intellectual property rights including rights in software and computer programs, copyrights, database rights, sui generis database rights, discoveries, concepts, domain names, patents, secret or other processes, technologies, know how, inventions, ideas, improvements, information, trade secrets, business methods, logos, documents, manuals, designs, trademarks, anywhere in the world existing now or in the future (whether any of the foregoing is registered or unregistered and including any application or right of application in relation to any of them).
1.9 “Order Form” mean the form outlining the specifics and pricing related to Your Chosen Plan.
1.10 “Plan” means the CashAnalytics plan to which You have subscribed (set out in the Order Form which includes the applicable charges and billing schedule for Your Plan, as agreed to by the parties.)
1.11 “Portal” means Your organisation’s unique sub-domain (e.g. company.cashanalytics.com) that provides access to the Hosted Services for all of Your Users.
1.12 “Support” means the customer support available with Your Plan in relation to the Hosted Services as outlined in Clause 5 of this agreement.
1.13 “User” means any individual authorized to access and use Your Portal. “User”, as defined, is further limited to only the maximum number of Users permitted by Your Plan.
2.1 The Agreement shall come into force upon the Effective Date outlined in the Order Form.
2.2 This Agreement will automatically renew for a further period, under the same terms and conditions set out in the Order Form, subject to termination in accordance with Clause 10.
2.3 Unless the parties expressly agree otherwise in writing, each Order Form shall create a distinct contract under these Terms of Service.
3. Licence Grant
3.1 Subject to the terms and conditions of this Agreement and solely in the manner and to the extent permitted by and provided for in Your Plan, CashAnalytics hereby grants You and Your Users a limited, non-exclusive, non-transferable, revocable right to access and use the Hosted Services to:
3.1.1 create and upload Content to Your Portal; and
3.1.2 use all features and functionality made available in the Hosted Services.
4. License Limitations
4.1 Except as expressly permitted by the terms of this Agreement, You shall not and shall ensure that Your Users do not:
4.1.1 copy, modify, adapt, translate, or otherwise create derivative works of the Hosted Services, CashAnalytics Intellectual Property or any software, services, or other technology of the third-party vendor(s) or hosting partner(s) who provide the infrastructure, hardware, software, networking, storage, and related technology required to operate and provide the Hosted Services;
4.1.2 enter, upload or store any Content through the Hosted Services that (a) is or is at risk of being perceived to be unlawful, embarrassing, harmful, threatening, bullying, libellous, defamatory, obscene, harassing, annoying, racially or ethnically offensive, inciting hatred or invasive of a person’s privacy; (b) that facilitates or promotes illegal activity, violence, discrimination based on race, gender, colour, religious or philosophical belief, sexual orientation, disability or any other illegal activities; (c) depicts or contains sexually explicit or pornographic images; and/or (d) infringes the Intellectual Property rights of a third party;
4.1.3 knowingly introduce any virus, worm, malware, spyware, Trojan horse or other harmful or malicious code to the Hosted Services (including Your Sub-Portals);
4.1.4 do anything which may negatively impact the Hosted Services IT system or environment or availability of the Hosted Services;
4.1.5 attempt to duplicate, modify, sub-license, copy, adapt, distribute, market, lease, create derivative works from or resell the Hosted Services (or any part of it including any of the software in or accessible through it);
4.1.6 access and use the Hosted Services in order to build a product or service competitive with the Hosted Services;
4.1.7 attempt to decompile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any part of the Hosted Services (including any of the software in or accessible through it) or to discover or disclose the source code, methods and concepts embodied in the Hosted Services (including any of the software in or accessible through it) except as may be allowed by any applicable law notwithstanding contractual prohibition;
4.1.8 alter, obscure, remove, conceal or otherwise interfere with any markings on or in the Hosted Services which refers to CashAnalytics or includes any of its trademarks or logos;
4.1.9 circumvent or manipulate any of the restrictions or security-related features within the Hosted Services, such as with respect to the number of permitted Users; or
4.1.10 engage in any deceptive, unfair or misleading practice and/or in violation of applicable law.
5.1 You are entitled to CashAnalytics’ standard customer support services offered with Your Plan. Support is generally available between the hours of 3:30 am and 5 pm Eastern Standard Time, Monday to Friday (excluding bank and US public holidays). You should make all reasonable efforts to investigate and diagnose problems before contacting customer support. CashAnalytics may change the support services offered from time to time in the manner it sees fit, provided it does not materially decrease the quality or timeliness of the support services available under Your Plan.
5.2 Enhanced support services may be agreed with CashAnalytics and outlined in Your Order Form.
6. Acceptable Use of the Hosted Services
6.1 You are responsible for the way in which You and Your Users access and use the Hosted Services and for any Content entered, uploaded or stored in the Hosted Services by You or Your Users.
6.2 You shall use commercially reasonable efforts to prevent any unauthorized access to or use of the Hosted Services and, in the event of any such unauthorized access or use, shall promptly notify CashAnalytics.
6.3 You shall comply with all applicable laws, regulations, rules and codes with respect to Your activities relating in any way to Your use or exploitation of the Hosted Services including, where applicable, under any legislation implementing the European E-Commerce Directive 2000/31/EC, E-Privacy Directive 2002/58/EC and Consumer Rights Directive 2011/83/EC (including the distance selling rules).
6.4 CashAnalytics does not monitor any Content on the Hosted Services, but reserves the right (but is not required) to remove, delete and/or destroy any Content which is in breach of this Agreement or if considered prudent to do so for any reason.
6.5 You shall notify CashAnalytics in writing of any breach of this Agreement by You or any End User immediately upon becoming aware of such breach or reasonably suspecting that a breach has occurred.
7. Your Account
7.1 You are responsible for all use of Your Account and for maintaining the security of Your Account and the confidentiality and security of the password and username for Your Account. Please contact CashAnalytics immediately if You know or suspect Your Account has been accessed by an unauthorized third party.
8.1 All Content is uploaded at Your own risk and CashAnalytics recommends that You regularly back-up all Content uploaded onto the Hosted Services. CashAnalytics reserves the right to delete Your Content within thirty (30) days following the expiration or termination of Your Plan.
8.2 You and Your End Users are solely responsible for supplying all equipment, Internet access and bandwidth needed to properly access and use the Hosted Services.
8.3 You acknowledge and agree that CashAnalytics may, from time to time, change, suspend access to, replace or discontinue features or any other aspects of the Hosted Services.
9.1 You agree to pay all fees in accordance with the Order Form. You may not withhold payment or claim any right of set-off without prior written consent.
9.2 Plan fees may change over time, however, CashAnalytics will give You thirty (30) days prior notice, generally via email. If CashAnalytics changes Your Plan fees, the change will take effect on the date stated in the notice (but in no case will a change affect a period for which You have paid in advance).
9.3 All Plan fees are exclusive of any taxes and duties such as value added tax, sales-and-use tax, import or other duties. You are responsible for paying all taxes and duties at the appropriate rate and in the manner for the time being provided by applicable law.
9.4 If you fail to pay CashAnalytics for Your Plan, CashAnalytics may, in its sole discretion, (a) disable access for You and Your Users to some or all of the Hosted Services and/or terminate this Agreement; (b) delete and remove Your Portal and/or Content; and/or (c) charge You daily interest (both before and after judgment) on the outstanding balance at a rate of 10% per annum.
10. Cancellation and Termination
10.1 You must maintain an active Plan for You and Your Users to continue using and accessing Your Portal. You may cancel Your subscription with CashAnalytics at any time with 30 days’ prior written notice, however, payment for the current term is non-refundable.
10.2 CashAnalytics may terminate this agreement (a) where permitted by another provision in this Agreement; (b) if You or Your End Users breach any provision in this Agreement and such breach is not cured within thirty (30) days of notice, if curable; (c) it determines, in its sole discretion, that Your continued use of the Hosted Services damages its reputation or brand; or (d) if You enter into bankruptcy proceedings (whether voluntarily or involuntarily) or receivership and such proceeding or receivership is not concluded or stayed within sixty (60) days, or if You make a general assignment for the benefit of creditors.
10.3 You must pay all sums due and owing to CashAnalytics immediately upon the termination or expiration of this agreement.
10.4 Termination or expiration of this agreement does not affect or prejudice any rights, remedies, obligations or liabilities a party accrued up to the date of termination or expiration or the continuation or commencement of any provision that expressly or by implication is intended to survive the termination or expiration of this Agreement.
10.5 It is Your responsibility to retain the original source of all Content and to export Content form Your Portal prior to terminating Your Plan. CashAnalytics reserves the right to delete all Content from the Portal upon termination or cancellation of Your Plan.
11. Intellectual Property
11.1 Other than Your Content and Your trademarks, You acknowledge that the Hosted Services and all intellectual property contained therein, including, but not limited to, text, works of authorship, software, music, sound, photographs, video, graphics, and third party materials, is proprietary to CashAnalytics and its licensors, and CashAnalytics and its licensors retain exclusive ownership of the same throughout the world, including all related copyrights, trademarks, service marks, patents, trade secrets or other intellectual property and proprietary rights thereto. Except for the limited express license granted to You under this Agreement, CashAnalytics and its licensors retain all right, title or interest in and to the Hosted Services. You acknowledge and agree that any ideas, enhancements, improvements, additions or modifications to the Hosted Services, suggested by You, and any and all intellectual property rights contained therein, will become CashAnalytics property, and You hereby assign and agree to assign any and all right, title and interest to any rights in such suggestions to CashAnalytics.
11.2 You agree to not make any representation, promise, warranty or other statement of fact about the Hosted Services that is not expressly set out in the documentation provided by CashAnalytics to You. You agree that You will not make any representation, promise or warranty or other pledge, or incur any liability, on its behalf or purport to pledge its credit or make any contract binding upon us.
12. Data Protection If CashAnalytics processes any personal data, as defined in the Data Protection Legislation, relating to Your Users (“User Data”), Each party shall duly comply with all of its obligations under the Data Protection Legislation that arise in connection with this agreement.
13.1 CashAnalytics uses commercially reasonable efforts to keep the Hosted Services available, however, it does not guarantee that use of the Hosted Services (including Your Portal) will be uninterrupted or error free at all times and in all circumstances, nor that such interruption or errors will be corrected. If for any reason CashAnalytics expects the Portal or Hosted Services to be down for a period longer than expected for routine maintenance, CashAnalytics will use reasonable efforts to publish in advance details of such activity on the website. CashAnalytics shall not be liable for any interruption or use of the Hosted Services (including Your Portal) unless due to its gross negligence. We do not warrant that the services will meet your requirements or that they will be suitable for any particular purpose. It is your sole responsibility to determine that the Portal and Hosted Services meet the needs of your business or otherwise and are suitable for the purposes for which they are used.
13.2 EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED HEREIN, YOU AGREE THAT THE HOSTED SERVICES IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CASHANALYTICS EXCLUDES ALL TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS THAT ARE NOT EXPRESSLY SET OUT IN THIS AGREEMENT (INCLUDING ANY IMPLIED TERMS, WHETHER BY STATUTE, EQUITY, COMMON LAW, COURSE OF TRADE OR DEALING OR OTHERWISE) INCLUDING ANY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, THE LEVEL OF SKILL AND CARE TO BE APPLIED BY CASHANALYTICS AND ANY OTHERS WHATEVER. YOU ACKNOWLEDGE THAT YOU ARE DEALING WITH CASHANALYTICS AS A BUSINESS AND NOT AS A CONSUMER.
14.1 EXCEPT FOR FRAUD OR FRAUDULENT MISREPRESENTATION AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CASHANALYTICS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUES, GOODWILL, BUSINESS OR BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS OR WASTED MANAGEMENT TIME, WORK STOPPAGE, LOSS, DELETION OR CORRUPTION OF CONTENT OR DATA, COMPUTER FAILURE OR MALFUNCTION, DENIAL OF SERVICE, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE EXCEPT FOR FRAUD OR FRAUDULENT MISREPRESENTATION, CASHANALYTICS’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL SUBSCRIPTION PAYMENTS MADE TO CASHANALYTICS BY YOU IN THE PRECEDING SIX (6) MONTHS, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE. CASHANALYTICS IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY YOU, END USERS OR A THIRD PARTY THAT IS ACCESSED THROUGH THE PORTAL AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT.
14.2 If You are not satisfied with the service provided by CashAnalytics Your sole and exclusive remedy is to terminate your subscription to the Hosted Services.
15.1 You agree to defend, indemnify, and hold harmless CashAnalytics from and against any claims, demands, damages, losses, liabilities, awards and/or expenses suffered and/or incurred or agreed to be paid out by CashAnalytics arising out of or in connection with Your use or the use by Your End Users of the Hosted Services in breach of this Agreement and/or any Content posted, uploaded, distributed, transmitted or disseminated by You or Your End Users.
16.1 Except as otherwise provided herein, each party expressly undertakes to retain in confidence all information and know-how transmitted or disclosed to the other that the disclosing party has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and expressly undertakes to make no use of such information and know-how except under the terms and during the existence of this Agreement. This provision does not apply to information which (a) is or becomes a part of the public domain through no act or omission of the receiving Party; (b) is lawfully in the possession of the receiving party before the disclosure took place; (c) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; and/or (d) is independently developed by the receiving party without use of the confidential information of the disclosing party. Further, either party may disclose confidential information of the other party as required by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure. Without limiting the foregoing, You shall treat the Hosted Services and any Intellectual Property Rights therein as confidential information and shall not disclose, disseminate, or distribute such materials to any third party without CashAnalytics prior written permission. Each party’s obligations under this clause 17 shall apply at all times during the term of this Agreement and shall survive termination of this Agreement.
16.2 The Hosted Services, in the normal course of operations, provides CashAnalytics with aggregated, statistical data (such as product or feature usage and functionality metrics), which is anonymized and aggregated with other such anonymized data so that it does not and cannot contain any information identifiable or attributable to You or any End User, either alone or in combination with other data (“Aggregated Anonymous Data”). To the extent that any Aggregated Anonymous Data is collected by CashAnalytics, You agree that CashAnalytics may use, store, analyze, and disclose such Aggregated Anonymous Data without Your prior written consent.
17.1 CashAnalytics shall not be deemed to be in default of this Agreement if it is prevented, hindered or delayed in performing its obligations under this Agreement by acts, events, omissions or accidents beyond its reasonable control including strikes, lock-outs or other industrial disputes (including with respect to its staff), failure of a utility service, Internet access or transport or electronic communications networks, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of equipment, fire, flood storm or default of suppliers or subcontractors.
17.2 The provisions in this Agreement may only be waived by CashAnalytics in writing by express reference to this clause. No delay or neglect on its part in enforcing against You any provision of this Agreement is a waiver and does not in any way prejudice its right under this Agreement. A waiver by CashAnalytics of any breach of any provision of this Agreement does not constitute a general waiver of such provision.
17.3 This Agreement does not give rise to any partnership, joint venture, agency or employment relationship between You and CashAnalytics.
17.4 Unless expressly stated otherwise herein, any notice, demand, request or delivery required or permitted to be given by a party pursuant to the terms of this Agreement shall be in writing to the address, email address and individual set forth: legal@CashAnalytics.com or to any other email address notified to You by us, with written copies of any legal notices sent to CashAnalytics Limited, 12 Hume Street, Dublin 2, D02 XN44 Ireland. Attention: General Counsel. Notice shall be deemed given (a) when delivered personally, (b) on the next business day after timely delivery to an overnight courier, (c) on the fifth business day after deposit in the mail (certified or registered mail return receipt requested, postage prepaid), or (d) as of the date received via email.
17.5 You shall not assign, transfer, charge, novate, sub-contract or deal in any other manner with all or any of Your rights or obligations under this Agreement without CashAnalytics prior written consent. CashAnalytics may at any time assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. You agree to execute any necessary document attesting and/or giving effect to such.
17.6 For avoidance of doubt, any provisions of the Agreement containing license restrictions, warranties and warranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms, and any provision of the Agreement which, by its nature, is intended to survive shall remain in effect following any termination or expiration of the Agreement.
17.7 The masculine gender includes the feminine and neuter and the singular number include the plural and vice versa and words importing persons include firms or companies. The section headings are inserted for convenience and are not a part of this Agreement. Amendments to this Agreement may be made only with CashAnalytics prior written consent. Terms such as “including”, “in particular”, “such as”, and “for example” are not read as exhaustive, or to limit, but may extend the generality of the provisions to which they relate.
17.8 If any provisions of this Agreement are held to be unenforceable, illegal or void in whole or in part the remaining portions of this Agreement shall remain in full force and effect.
17.9 This Agreement, and the schedules and exhibits attached or referenced herein, represent the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior discussions, understandings and agreements concerning such matters.
17.10 This Agreement will be governed by the laws of the Republic of Ireland without regard to the conflict of laws principles thereof. If any dispute, controversy, or claim cannot be resolved by a good faith discussion between the parties, then it shall be submitted for resolution to a court or competent jurisdiction in the Republic of Ireland, and the parties hereby agree to submit to the jurisdiction and venue of such court. The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply to this Agreement.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY ACCESSING, RUNNING OR USING THE HOSTED SERVICES IN ANY WAY YOU AGREE TO BE BOUND BY THIS AGREEMENT’S TERMS AND CONDITIONS. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN CASHANALYTICS AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.