Terms of service
PART 1: SERVICES TERMS
1. INTERPRETATION OF WORDS AND PHRASES
1.1 Some of the words and phrases in these Service Terms mean specific things. They are capitalised all the way through and explained in the defined terms section at the end of Part 1 of these Service Terms.
1.2 In these Service Terms, unless the context otherwise requires:
1.2.1 the words ‘include’, ‘including’ or ‘for example’ do not limit something to just the examples that follow;
1.2.2 any reference to a specific law or regulation in these Service Terms includes that law or regulation as amended, replaced or extended;
1.2.3 any reference to a ‘party’ or one of us includes that party’s personal representatives, successors and permitted assigns;
1.2.4 any reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns; and
1.2.5 any headings in these Service Terms are included for convenience. They will not have any effect on the interpretation of our Agreement.
2. APPLICATION OF THESE SERVICE TERMS AND ORDER OF DOCUMENTS
2.1 Part 1 of these Service Terms apply to all Chaser Services. In addition, Part 2 applies where the Customer uses Chaser’s Debt Collection Services, and Part 3 applies where the Customer uses Chaser Pay. Any Special Terms we agree will also form part of this Agreement.
2.2 These Service Terms take precedence over any terms and conditions of supply previously supplied by us. You acknowledge and agree that you have read, understood and agree to each of the sections and documents listed above that form our Agreement. We recommend that you retain a copy of all the documents that make up our Agreement.
2.3 No terms or conditions delivered with or contained in your purchase conditions, order or other document will form part of our Agreement.
2.4 If there is a conflict between any of the documents listed below, the order of priority, highest first, is:
2.4.1 the Special Terms;
2.4.2 the rest of these Service Terms, subject to the order of priority between the documents in this clause, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.
2.5 These Service Terms apply to any Free Trial made available by Chaser.
3. WHEN THE AGREEMENT BEGINS AND HOW LONG IT LASTS
3.1 Our Agreement starts on the Effective Date and will, unless one of us ends it (in a way that these Service Terms allow), carry on until the expiry of the Initial Term and shall automatically continue thereafter for further consecutive Additional Terms unless terminated by either of us giving the other written notice of not less than the Notice Period to terminate our Agreement, such notice to expire at the end of the Initial Term or Additional Term (as applicable) (Term). Our Free Trial lasts for a period of 14 days, unless stipulated otherwise by us.
4. INITIAL PRINCIPLES
4.1 During the Term, we agree to supply and you agree to subscribe to the Chaser Services and access the Chaser Services on the terms set out in our Agreement.
4.2 We confirm we are a legal entity, authorised to agree our Agreement, provide access and supply to the Chaser Services.
4.3 You confirm you are legally set up as a business, authorised to agree our Agreement and carry out your responsibilities under it.
5.CHASER SERVICES GENERALLY
5.1 We will:
5.1.1 provide you with access to the Chaser Services in accordance with the terms of our Agreement;
5.1.2 provide the Chaser Services with reasonable skill and care; and
5.1.3 comply with Applicable Law.
6. WHAT YOU HAVE TO DO
6.1 You will:
6.1.1 perform your obligations in accordance with the terms of our Agreement;
6.1.2 pay the Charges for access to the Chaser Services in the manner set out in clause 10;
6.1.3 tell us the name(s) and contact details of the individual(s) authorised to act on your behalf for the Chaser Services and technical and billing matters (Customer Contact). We may however accept instructions from a person who we reasonably believe is acting with your authority;
6.1.4 cooperate with us and comply with any reasonable requests we make to help us provide the Chaser Services;
6.1.5 provide us with any information, data or other items reasonably required by us, without undue delay, and you will make sure the same is accurate, up-to-date and complete;
6.1.6 inform us in a timely manner of any matters which may affect our provision of the Chaser Services;
6.1.7 comply with Applicable Law, and make sure that your Representatives do as well; and
6.1.8 when communicating with Chaser, you commit to communicating without aggression or profanities and behaving in a professional manner. We reserve the right to withdraw communications and/or our Chaser Services at any time without notice should our team be subjected to inappropriate communications and/or behaviour;
6.2 You agree that we may use your company name in marketing materials and case studies.
7.WHEN WE ARE NOT TO BLAME AND DELAYS
7.1 We shall use reasonable endeavours to provide access to the Chaser Services and perform the Chaser Services in accordance with any agreed time schedule, or, if no time schedule has been agreed, within a reasonable time.
7.2 If the Chaser Services, in whole or in part, cannot be provided by us on a timely basis for reasons caused in whole or part by:
(a) you and/or your Representatives;
(b) anyone other than us, our Affiliates or suppliers doing something, or not doing something, they need to do;
(c) a Relief Event; or
(d) restriction or prevention by Applicable Law, a court order, an application for interlocutory relief or injunction, then:
7.2.1 we shall have no liability for Losses that are attributable to any of those circumstances and/or events; and
7.2.2 any agreed timeframes for performance may be extended, if and where practicable, for a period equivalent to the period of the delay caused by those circumstances and/or events (however it may be longer at our discretion).
8. ACCESS TO THE CHASER SERVICES AND OUR SUPPLY OF THE SERVICES
Operation of the Chaser Services
8.1 With effect from the Go-Live Date and subject to the terms of our Agreement, we grant you a non-exclusive, non-transferable, personal right to allow Authorised Users to use the Chaser Services during the Term for the Permitted Purpose.
8.2 You will:
8.2.1 inform us immediately if an Authorised User’s ID or password has, or is likely to, become known to an unauthorised person, or is being or may be used in an unauthorised way;
8.2.2 prevent unauthorised access to the Chaser Services;
8.2.3 satisfy our security checks if a password is lost or forgotten;
8.2.4 change any or all passwords or other information used in connection with the Chaser Services if we request you to do so in order to ensure the security or integrity of the Chaser Services;
8.2.5 ensure the security and proper use of all valid Authorised User access profiles, passwords and other information used in connection with the Chaser Services;
8.2.6 be liable to us for the acts and omissions of each of the Authorised Users as if they were your own;
8.2.7 ensure that each Authorised User is aware of, and complies with, the obligations and restrictions imposed on you under these Service Terms, including under clause 8.2.9;
8.2.8 ensure that the maximum number of Authorised Users that you authorise to access and use the Chaser Services will not exceed the permitted number of Purchased Authorised Users Accounts at any time;
8.2.9 not allow any Authorised User subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User;
8.2.10 ensure that each Authorised User does not provide any other person (including any individual inside or outside your organisation or any third party) with access to or sight of any information within the Chaser Services. This means, without limitation, that each Authorised User should not forward screenshots of the Chaser Services or platform to any other person, allow any other person to view the content of the Chaser Services, or take photos of or record the information in the Chaser Services to writing, along with any other acts that do not align with the spirit of this restriction. The warranty in clause 8.7 will stop applying during any period you fail to follow any part of clauses 8.2.9 to 8.2.10.
Changes to the Chaser Services
8.3 We may make updates to the Chaser Services available to you and Authorised Users from time to time. This may include upgrades, modifications, bug fixes, patches and other error corrections and/or new features (Releases). Certain portions of the Chaser Services may not properly operate if you and each Authorised User do not install all Releases and you acknowledge and agree that it is the case. Before giving you access to any additional functionality in the Chaser Services, we may amend these terms and the Charges with your written consent beforehand. If the both of us cannot agree the revised Charges, you will not be given access to the new functionality unless we tell you otherwise.
Devices
8.4 You acknowledge and agree:
8.4.1 while we strive to make the Chaser Services available on many operating systems and Devices, that no liability or obligation is accepted by us (howsoever arising whether under contract, tort, in negligence or otherwise) that the Chaser Services will operate on any Device except to the extent expressly referred to as compatible in the Documentation or notified by us to you in writing;
8.4.2 that the provision of the Chaser Services does not include any services, systems or equipment required to access the internet and that you are solely responsible for any data transmission charges incurred by you and each Authorised User in connection with use of the Chaser Services; and
8.4.3 the rules of the third party SaaS or software provider (each a Third Party Provider) from which you or any Authorised User downloads the Chaser Services will also apply.
Acceptable use of the Chaser Services
8.5 As a condition of use of the Chaser Services, you agree not to use the Chaser Services nor permit it to be used:
8.5.1 for any purpose that is unlawful under any Applicable Law or prohibited by our Agreement;
8.5.2 to commit any act of fraud;
8.5.3 to distribute any virus, disabling code (including code intended to limit or prevent any use any software or system) or other malicious software (including malware, trojan horses, ransomware and spyware);
8.5.4 to gain unauthorised access to or use of any computers, data, systems, accounts or networks of any person;
8.5.5 to attempt to circumvent any security controls or mechanisms;
8.5.6 to attempt to circumvent any password or user authentication methods of any person;
8.5.7 to transmit or input into the Chaser Services files, documents or content that may damage any other persons’ computing device or content that may be offensive;
8.5.8 to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programmes used to deliver the Chaser Services except as strictly necessary to use for normal operation;
8.5.9 in any manner inconsistent with our Service Terms or the Documentation; or
8.5.10 in any manner which does not comply with the provisions relating to Intellectual Property Rights contained in our Agreement.
8.6 When communicating with Chaser or any third party, you warrant that you will only 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 Chaser Services, including (but not limited to) offers of goods or services for sale, unsolicited commercial emails.
Our promises about the Chaser Services
8.7 Subject to your compliance with these Service Terms and the obligations set out in clauses 8.2 and 8.8 to 8.12, we warrant to you that the Chaser Services shall operate materially in accordance with its description in the Documentation when used in accordance with our Agreement under normal use and normal circumstances during the Term.
8.8 The warranty in clause 8.7 shall not apply to the extent that any Incident in the Chaser Services arises as a result of:
8.8.1 incorrect operation or use of the Chaser Services by you or any Authorised User including any failure to follow the Documentation, failure to meet minimum Device specifications or failure to use the Chaser Services on a supported operating system;
8.8.2 use of any part of the Chaser Services other than for the purposes for which it is intended;
8.8.3 any act by any third party;
8.8.4 any modification of the Chaser Services (other than that undertaken by us or at our direction); or
8.8.5 any breach of our Agreement by you.
8.9 You acknowledge that:
8.9.1 neither we nor our third party providers control your Devices or the transfer of data over communications facilities (including the Internet);
8.9.2 the Chaser Services may be subject to limitations, interruptions, delays, cancellations, and other problems inherent in the use of the communications facilities; and
8.9.3 we and our third party providers are not responsible for any interruptions, delays, cancellations, delivery failures, data loss, content corruption, packet loss, or other damage resulting from the interruptions described in clauses 8.9.1 and 8.9.2.
8.10 You hereby acknowledge and agree that we cannot, therefore, guarantee:
8.10.1 that any communications component(s) of the Chaser Services will be available to you at all times or free from faults or interruptions;
8.10.2 the receipt by any intended recipient of any message and/or other form of communication sent using any relevant communications component(s) of the Chaser Services (as applicable) including any guarantee as to the payment of debts; or
8.10.3 the retrieval by any intended recipient of any message and/or other form of communication using any relevant communications component(s) of the Chaser Services (as applicable).
8.11 You also acknowledge that no liability or obligation is accepted by us (howsoever arising whether under contract, tort, in negligence or otherwise) that the operation of the Chaser Services shall not be subject to minor errors or defects.
9. CHARGES
9.1 Our Charges including usage restrictions and overages shall be as set out on Pricing page unless agreed otherwise by us in writing.
9.2 The amounts payable by you under our Agreement are exclusive of VAT. Where it applies, you will pay us VAT (at the prevailing rate when the payment is due to be made by you) on the sums payable under our Agreement. To avoid doubt, we may vary the Charges at any time to take account of any change in VAT and all other taxes during the Term.
9.3 We assess usage over a rolling six month retrospective period. If you have subscribed for less than six months, we will assess your usage based on the time you have used the Chaser Services. If you exceed your invoice quota as stated on pricing page by 10% or more on average over this period, Chaser reserves the right to upgrade your Charges.
9.4 We may increase the Charges automatically with effect from the commencement of each new month. When we do so, we will inform you prior to such increase.
9.5 For the avoidance of doubt, where you change your subscription or number of Authorised Users you acknowledge this will be subject to new pricing.
9.6 We may at our discretion from time-to-time issue coupons or other discount codes to you. It is your responsibility to be aware of a relevant coupon or discounts expiry date and we bear no responsibility to you should you be unaware that your coupon or discount has expired and in such an event, you will be charged the price payable without the relevant coupon or discount.
10. PAYMENT
10.1 Unless otherwise agreed with you:
10.1.1 we will invoice you monthly or annually in advance for Charges relating to:
access to the provision and Services commencing on the Effective Date;
additional Authorised User accounts requested by you part way through a month or year, at the point of purchase on a pro-rated basis for the remainder of the relevant month or year. At the end of the relevant month or year, those Charges will then be rolled into those invoiced by us under clause 10.1.1.1; and
the optional Chaser Services described in Parts B and C of these Service Terms; and
10.1.2 you will pay each of our invoices:
10.1.2.1 on receipt;
10.1.2.2 to the bank account nominated by us; and
10.1.2.3 In full and in clear funds, without deduction or set-off.
10.2 If the Customer elects to trial Chaser Services, the Customer will be charged dependent on the chosen Term at the end of the Free Trial when you provide your billing details. When using a Free Trial, you agree to the following Trial Limitations as set out here: https://help.chaserhq.com/trial-access
10.3 If you do not pay any of our invoices by the due date, without limiting our other rights, we may:
10.3.1 charge you interest on the unpaid amount at 4 per cent a year above Bank of England’s base rate from time to time in force (or if Bank of England’s base rate drops below zero, then at 4 per cent a year). That interest will compound on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment; and
10.3.2 restrict or suspend access to the Chaser Services under clause 16.
10.4 You will pay us any reasonable costs that we incur when recovering any amount you owe us.
10.5 If we agree invoice payment terms with you that grant you a number of days to pay our invoices, we may on giving you written notice reduce the number of days:
10.5.1 where:
10.5.1.1 you issue a profit warning; or
10.5.1.2 any credit agency reduces your credit rating; and
10.5.2 we reasonably consider that this will affect your ability to pay our invoices.
10.6 Where applicable, you are liable for any Withholding Taxes on payments to us, so that the net amount we receive is not less than the amount invoiced to you.
10.7 If you do not agree with something in an invoice we send you:
10.7.1 you will give us written notice within 7 days after the date of the invoice; and
10.7.2 after you have made payment, you will give us written notice of that dispute within three months after the date of the invoice.
10.8 We will both settle an invoice dispute in accordance with clause 19 and you will pay the amount we both finally agree on within five days of both of us agreeing it. You will always pay the undisputed amount of an invoice on the due date for payment.
10.9 We may still charge you interest in accordance with clause 10.3 for any amount that we both agree is payable under clause 10.8.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 All Intellectual Property Rights in and to the Chaser Services (including in the Documentation, and all Chaser Materials but excluding Chaser Pay which belongs to a third party as further detailed in Part 3) belong to and shall remain vested in us or our licensors (the Chaser IPR).
11.2 Otherwise to the extent specifically agreed by us or allowed by Applicable Law, you may not (nor permit others) to at any time:
11.2.1 use the Chaser IPR for any purpose other than that permitted by our Agreement;
11.2.2 access all or any part of the Chaser IPR in order to build a product or service which competes with all or any part of the Chaser IPR; or
11.2.3 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make all or any part of the Chaser IPR available for the benefit of third parties.
11.3 Your Materials means the materials you provide or make available to Chaser (or which may be provided or made available on your behalf) in connection with our Services or otherwise the use of the Chaser Services. This is usually limited to name, login details, and business contact details (including those of your debtors) as well as optional information which you may provide within the Chaser Services. You grant to us and our Affiliates a worldwide, royalty-free, transferable, non-exclusive right and licence, to:
11.3.1 use, copy, host, store, display, modify, adapt and reproduce Your Materials and develop derivative works for the purposes of providing the Chaser Services or otherwise to exercise our rights, remedies and obligations under our Agreement; and
11.3.2 where necessary, sub-licence (or otherwise make available) Your Materials to any subcontractors used by us, but only as required for the provision of the Chaser Services.
11.3.3 You confirm you have the right to place any data, information or materials into the Chaser Services platform.
11.4 You will:
11.4.1 obtain and maintain all necessary licences and consents required for us and you to use Your Materials; and
11.4.2 be solely responsible for the population, accuracy, completeness, creation and updating of all Your Materials in the use of the Chaser Services.
11.5 You warrant, undertake and represent to us that:
11.5.1 all licences and consents have been and shall be obtained and maintained in respect of Your Materials while we have a need to use them for the purposes of our Agreement; and
11.5.2 Your Materials, and any other material provided by you to us, shall not infringe the rights of any third party (including any Intellectual Property Rights).
11.6 We may use any feedback and suggestions for improvement relating to the Chaser Services and/or provided by you without charge or limitation (Feedback). You hereby assign (or shall procure the assignment of) all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to us at the time the Feedback is first provided to us.
11.7 Except for the rights expressly granted in our Agreement, you will not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Chaser Services (including in the Documentation, and all Chaser Materials) and no Intellectual Property Rights of either party are transferred or licensed as a result of our Agreement.
12. INTELLECTUAL PROPERTY RIGHTS INDEMNITY FROM US
12.1 Subject to clauses 12.2, 12.3 and 12.4, we will defend you from any damages awarded against you by a court of competent jurisdiction or agreed upon in settlement by us as a result of or in connection with any Infringement Claim.
12.2 Clause 12.1 is contingent on you:
12.2.1 providing us with prompt written notice of the Infringement Claim;
12.2.2 permitting us to fully control the defence and settlement of the Infringement Claim;
12.2.3 refraining from entering into any settlement or compromise of any such Infringement Claim without our written agreement;
12.2.4 providing us with reasonable information and assistance for the defence or settlement of the Infringement Claim; and
12.2.5 using all commercially reasonable endeavours to mitigate any loss, damage or costs related to the Infringement Claim.
12.3 In the event that a court holds, or if we believe a court may hold, that the Chaser Services (or any part of it) infringes any third party Intellectual Property Right, we may, at our option:
12.3.1 modify the infringing parts of the Chaser Services so that they cease to be infringing without loss of substantial functionality;
12.3.2 replace infringing parts of the Chaser Services with non-infringing parts;
12.3.3 procure for you the right to continue using the infringing parts of the Chaser Services; or
12.3.4 if in our opinion none of the possibilities set out above are commercially feasible: (a) terminate your rights to use the Chaser Services (or the relevant infringing parts); and (b) reimburse to you any: (i) proportion of Charges paid during the 3 month period preceding the date of the Infringement Claim for the use of the infringing parts of the Chaser Services; and (ii) Charges paid in advance in respect of the period following termination on a pro-rated basis.
12.4 Clause 12.1 shall not apply where the Infringement Claim results from:
12.4.1 use of the Chaser Services otherwise than in accordance with our Agreement;
12.4.2 modifications to the Chaser Services, or the Chaser Materials other than by us;
12.4.3 Your Materials; or
12.4.4 any breach of our Agreement by you.
12.5 This clause 12 is your exclusive remedy and our entire liability in respect of any Infringement Claim.
13. DATA PROTECTION
13.1 You agree to comply and will make sure your Authorised Users comply at all times with Data Protection Laws in connection with your use of the Chaser Services and the use of any information you obtain in the App.
13.2 You agree to indemnify and keep us indemnified in respect of all Losses suffered or incurred by, awarded against or agreed to be paid by, us arising from or in connection any failure by you to comply with Data Protection Laws and/or this clause 13.
13.3 The terms Personal Data, Controller, Processor, Process and Personal Data Breach shall each have the meaning given to them in Data Protection Laws.
13.4 To the extent that Chaser Processes any Personal Data on behalf of the Customer as a Processor, Chaser shall:
(i) process Personal Data only on Customer’s documented instructions set out in this Contract or which are otherwise given to Chaser in writing;
(ii) ensure its personnel are subject to a contractual duty of confidentiality;
(iii) implement appropriate technical and organisational measures to safeguard Personal Data in a way which is appropriate to the risk posed by its Processing Activities;
(iv) only use authorised sub-processors to Process Personal Data, which Customer hereby consents to the use of. Chaser shall give Customer a reasonable opportunity to reject any new sub-processors added throughout the Term. Chaser remains liable for the acts and omissions of its authorised sub processors;
(v) notify Customer of any Personal Data breach without undue delay;
(vi) assist Customer, at Customer’s cost in complying with its obligations under Articles 32-36 UK GDPR and in responding to any data subject requests;
(vii) provide reasonable information to the Customer to demonstrate compliance with this data protection clause and otherwise allow a reasonable right of audit with respect to demonstrating compliance with this data protection clause; and
(viii) delete or return Personal Data (at Customer’s election) upon termination of this Contract.
13.5 The type and categories of Personal Data are [names and authorised logins of you and your personnel, and names, contact details and financial details of your debtors]. The subject matter of the processing is to perform the Chaser Services for the term, the nature and purpose of the processing is hosting and storing the data to provide the Chaser Services. Our sub-processors can be found by clicking here https://www.chaserhq.com/data-retention-policy.
14. KEEPING THINGS CONFIDENTIAL
14.1 We will both keep all Confidential Information confidential and neither of us will disclose it, unless one of us needs to do that:
14.1.1 to meet its responsibilities or to receive any benefit under our Agreement, and then only to its Affiliates, its Representatives and Representatives of its Affiliates and, for us only, our subcontractors and suppliers, who need to know about the Confidential Information; or
14.1.2 because Applicable Law, a government or regulatory authority, or court of competent jurisdiction says it has to and the party disclosing it will give the other as much notice as reasonably possible before any disclosure.
14.2 The party receiving the Confidential Information in accordance with clause 14.1 will ensure that the people it discloses the information to in accordance with clause 14.1 comply with this clause 14.
14.3 Nothing in our Agreement will prevent us from using any techniques, ideas and other know-how gained during the performance of our Agreement to the extent that such use does not result in a disclosure of your Confidential Information in breach of this clause 14.
14.4 This clause 14 will continue without limitation of time.
15. ANTI-BRIBERY
15.1 The expressions adequate procedures and associated with shall have the meanings set out in the Bribery Act 2010 and legislation or guidance published under it.
15.2 Each of us will comply with the Bribery Act 2010 including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:
15.2.1 all of that party’s personnel;
15.2.2 all others associated with that party; and
15.2.3 all of that party’s sub-contractors; involved in performing our Agreement also comply.
15.3 Without limiting clause 15.2, neither of us shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
15.4 Each party shall immediately notify the other as soon as it becomes aware of a breach of any of the requirements in this clause 15.
16. RESTRICTING OR SUSPENDING A SERVICE
16.1 We may restrict or suspend any access to the Chaser Services if:
16.1.1 you do not pay us any sums under our Agreement on time and in the way described in clause 10;
16.1.2 if we need to do Maintenance; or
16.1.3 if we need to or reasonably believe we need to in order to protect the integrity or security of our Network, the Chaser Services.
16.2 If we decide to restrict or suspend any your access to the Chaser Services for any of the reasons in clause 16.1, we will let you know as soon as we reasonably can.
17. TERMINATING OUR AGREEMENT WHEN SOMETHING GOES WRONG
17.1 Either of us may terminate our Agreement in whole or in part immediately by giving the other party written notice by email or using the following cancellation form - https://www.chaserhq.com/cancellation-request/ if:
17.1.1 the other party materially breaches our Agreement and such breach cannot be remedied;
17.1.2 the other party materially breaches our Agreement and such breach can be remedied but the other party has not remedied the breach within 30 days after receiving the written notice; or
17.1.3 the other party suffers an Insolvency Event.
17.2 We may terminate our Agreement in whole or in part immediately by giving you written notice to terminate if you do not pay what you owe us under our Agreement on due date for payment.
18. WHAT HAPPENS WHEN OUR AGREEMENT IS TERMINATED
18.1 On termination of our Agreement for any reason:
18.1.1 your right (and each Authorised User’s right) to access to the Chaser Services (including the Chaser Materials) will cease immediately;
18.1.2 you will delete the Chaser Services from all Devices and not export the data within the Chaser Services in whole or in part to your own IT environment and/or systems.
18.1.3 it will not affect any rights that either of us have up to that point;
18.1.4 you shall immediately pay us all our outstanding invoices;
18.1.5 we will invoice you for all access to the Chaser Services but not yet invoiced and payment for such invoices shall be due immediately on receipt by you;
18.1.6 each of us will return or destroy any of the other’s Confidential Information within a reasonable time (except for any Confidential Information which it is necessary for a party to keep in order to comply with Applicable Law); and
18.1.7 any part of our Agreement which expressly or by implication is intended to survive termination or expiry will do so.
19. DISPUTE RESOLUTION
19.1 We will both do what we reasonably can to settle any dispute or claim that occurs under or in relation to our Agreement, and to avoid having to involve the courts or any other authority.
19.2 We will both use the following dispute resolution process:
19.2.1 whichever of us is affected will provide written notice of the complaint that clearly sets out the full facts and includes relevant supporting documents;
19.2.2 we will both use reasonable endeavours to settle the dispute within 14 days of getting the complaint and will make sure to give regular updates to the other during the 14 days; and
19.2.3 if the dispute is not settled after 14 days (or any other period agreed by both of us in writing), the dispute can be escalated to a senior executive of either of us (someone at director level or above).
19.3 Nothing in clauses 19.1 or 19.2 stops either of us:
19.3.1 seeking interlocutory or other immediate relief if one of us is at risk of imminent harm;
19.3.2 going to a court of competent jurisdiction if either of us considers it reasonable; or
19.3.3 doing anything else our Agreement lets us do.
20. HOW FAR WE EACH ARE RESPONSIBLE
20.1 Nothing in our Agreement excludes or limits the liability of either of us for:
20.1.1 death or personal injury caused by either of us being negligent;
20.1.2 fraud or fraudulent misrepresentation; or
20.1.3 any other liability that cannot be excluded or limited by applicable law.
20.2 Subject to clause 20.1, we will be not be held liable under or in connection with our Agreement and whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution, or in any other way, for any of the following losses, no matter if those losses are direct or indirect: loss of profit, revenue or anticipated savings; loss of business or contracts; loss of goodwill; loss from wasted expenditure, wasted time or business interruption; loss, destruction or corruption of data; any liability to third parties; or any special, indirect or consequential loss or damage.
20.3 Subject to clauses 20.1 and 20.2, our total liability to you under or in connection with our Agreement, and whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution, or in any other way, will be limited to the price paid by the Customer for the Chaser Services in the 12 month period preceding the event giving rise to the liability.
20.4 To the maximum extent permitted by law, we shall not be liable (under any legal theory, including negligence) for any breach, delay or default in the performance of our Agreement to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by any Relief Event.
20.5 No claim under our Agreement may be brought against us more than 12 months after you discovered the basis for the claim.
20.6 We exclude from our Agreement, as far as the law allows, any warranties, conditions or other terms that might be implied by statute or common law.
20.7 This clause 20 shall survive the termination or expiry of our Agreement.
21. THINGS OUTSIDE OUR CONTROL
21.1 If we are affected by a Force Majeure Event we will:
21.1.1 not be liable for failing to do something we should have done, or for not doing it completely or on time to the extent this is caused by the Force Majeure Event; and
21.1.2 have a reasonable amount of extra time to perform the obligation that is affected by the Force Majeure Event.
22. NOTICES
22.1 If one of us needs to give the other notice, they will do it in writing, in English and:
22.1.1 send it by email, in the case of notices from us to you only;
22.1.2 deliver it by hand; or
22.1.3 send it by first class post, recorded delivery or courier.
22.2 Notices need to be sent to:
22.2.1 us, at the postal address shown on our invoice or any other address that we tell you to send notices to; or
22.2.2 you, at the address that you ask us to send invoices to, your primary email address or your registered office address as of the date of the notice or any other address or email address you tell us to use by giving notice to us.
22.3 The recipient of the notice is deemed to have received the notice on the date (or if the date is not a Business Day, then on the next Business Day):
22.3.1 of transmission, if it is an email;
22.3.2 the notice is left at the address or someone signs for it on behalf of the addressee, if it is delivered by hand or sent by courier; or
22.3.3 two days after posting, if it is sent by first-class post or recorded delivery.
23. OTHER GENERAL TERMS
23.1 We may:
23.1.1 assign the benefit of our Agreement to another entity or person by notifying you in writing;
23.1.2 novate our Agreement to one of our Affiliates by notifying you in writing. If we do, all our rights, responsibilities and liabilities will transfer to that Affiliate and you will need to deal with that Affiliate instead of us as we will no longer be a party to our Agreement; and
23.1.3 subcontract our responsibilities under our Agreement to another person or entity, but if we do, we will still be responsible to you.
23.2 The Agreement is personal to you. To the fullest extent permitted by Applicable Law, if you want to assign, subcontract or transfer your rights and obligations under our Agreement (as applicable), you need to get our written permission beforehand.
23.3 The Service Terms, any Special Terms and any other documents referenced in any of those documents set out the terms agreed between both of us and replace any previous communication between us. By agreeing to our Agreement, each of us acknowledges they have not relied on any representation, warranty, collateral contract or other assurance (made negligently or innocently) except for the ones in our Agreement.
23.4 Except as set out otherwise in our Agreement, a person who is not a party to our Agreement will not have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any its terms.
23.5 Except where our Agreement provides otherwise, our Agreement does not create any partnership, exclusive arrangement or joint venture between us, or authorise either of us to enter any commitments for, or on the behalf of, the other.
23.6 If either of us does not do, or delays doing, something that our Agreement allows, they will not have waived their right to do it.
23.7 You agree we may refer to you as our customer in our internal and external communications and use your logos and identifying marks for such purpose.
23.8 If any court of competent jurisdiction finds that any part of our Agreement is illegal, invalid or unenforceable, that part will be considered removed, but no other part of our Agreement will be affected. If any illegal, invalid or unenforceable part of our Agreement would be legal, valid or enforceable if part of it were removed, we both will negotiate in good faith to change our Agreement so it reflects what we both originally intended as much as possible.
23.9 The laws of England and Wales will apply to our Agreement and any disputes or claims in connection with it or our relationship, including non-contractual ones.
23.10 We both agree the courts of England and Wales will have exclusive jurisdiction over any disputes or claims connected to our Agreement or our relationship.
DEFINED TERMS
This document contains definitions which are written with a capital letter. These definitions have the following meanings:
Additional Term means, unless we agree something different in, a period of 12 months following the Initial Term.
Affiliate means any entity that directly or indirectly Controls or is Controlled by, or is under common Control with another entity.
Agreement means the agreement between you and us for the supply and provision of access to the Chaser Services incorporating these Service Terms, any Special Terms and any other documents referenced in these Service Terms.
Applicable Law means any laws and regulations, as may be amended from time to time, that apply to the provision or receipt of the Chaser Services.
Authorised Users means your named employee users authorised by you to use the Chaser Services in accordance with the terms of our Agreement.
Business Day means a day other than a Saturday, Sunday or bank or public holiday in England.
Charges means the fees and charges that you pay us for access and use of the Chaser Services and supply of the Services.
Chaser, we, us and our means Chaser Technologies Limited of 124 City Road, London, England, EC1V 2NX registered in England with company number 08517987 except where it is clear from the context that references to “we” or “our” means both of us.
Chaser IPR has the meaning given to that term in clause 11.1
Chaser Materials means all Materials provided or made available by us or on our behalf (including contact information and other details on asset management professionals made available to Authorised Users in the Chaser App).
Chaser Services means the platform provided by Chaser including (as applicable) credit control solution, Debt Collection Services, Bookkeeping and Chaser Pay (as applicable based on your subscription).
Chaser Pay means the optional payment service offered by Chaser and powered by UniPaaS as more detailed in Part 3.
Confidential Information means any information that is confidential in nature concerning one of us or our Affiliates including, details of either of our businesses, affairs, customers, suppliers, plans, Intellectual Property Rights or strategies, no matter how it is recorded, stored or disclosed, but it does not include:
(a) information that is available to the public, or becomes available, unless it is because one of us breaches its obligations of confidentiality;
(b) information that was already available to the one of us receiving the information on a non-confidential basis; or
(c) information we both agree in writing is not confidential information.
Control means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company and Controls and Controlled shall be interpreted accordingly.
Customer, you and your means the company or representative of the company using Chaser Services.
Customer Contact has the meaning given in clause 6.1.3.
Data Protection Laws means all applicable law, statute, regulation, bye-law or subordinate legislation in force from time to time relating to the processing, privacy and/or use of Personal Data, as binding on either of us or the Chaser Services including:
(a) the GDPR;
(b) the Data Protection Act 2018;
(c) any laws which implement any such laws; and
(d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing.
Debt Collection Services means the optional debt collecting service provided by Chaser to the Customer as more particularly defined in Part 2 of these Service Terms.
Device means the smartphone that you or any Authorised User use to download to and use the Chaser Services on. You can download the Chaser Services on a tablet however it has not been optimised for those devices so some or all functionality may be affected if you do so.
Documentation means the description of the Chaser Services and the relevant instructions as to how to use the Chaser Services which may be made available by us to you (as updated by us from time to time).
Effective Date means the date we accept you as determined in accordance with clause 1.1 and
Feedback has the meaning given to that term in clause 11.6.
Free Trial means the 14 day free trial which may be made available to you by Chaser from time to time at its discretion, which, if not cancelled will continue into a full subscription for the Term.
Force Majeure Event means an event or sequence of events beyond our reasonable control.
GDPR: means the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time);
Go-Live Date means the date we first provide you or any Authorised User with information to access the Chaser Services.
Incident means an unplanned interruption to, or a reduction in the quality of, the performance of the Chaser Services except where any of the following events have occurred:
(a) incorrect operation or use of the Chaser Services by you or any Authorised User including any failure to follow the Documentation, failure to meet minimum Device specifications or failure to use the Chaser Services on a supported operating system;
(b) use of any part of the Chaser Services other than for the purposes for which it is intended;
(c) any act by any third party;
(d) any modification of the Chaser Services (other than that undertaken by us or at our direction);
(e) any breach of our Agreement by you; or
(f) any planned maintenance by us.
Infringement Claim any action brought against you by a third party (but not your Affiliates) alleging that the proper and authorised possession and use of the Chaser Services by you in accordance with the terms of our Agreement is a direct infringement of Intellectual Property Rights (except patent rights) of a third party in the United Kingdom. Initial Term means, unless you sign up to a Free Trial, 12 calendar months from the Effective Date unless otherwise agreed.
Insolvency Event means if a party:
(a) stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
(b) is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986;
(c) becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
(d) has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
(e) has a resolution passed for its winding up;
(f) has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
(g) is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within 7 days of that procedure being commenced; or
(h) has a freezing order made against it.
Intellectual Property Rights or IPR means any trademark, service mark, trade and business name, patent, copyright (including software), database right, design right, registered design, right in Confidential Information, internet domain name, moral right and know-how, or any similar right in any part of the world and any applications for registering any of these rights that can be registered in any part of the world are also included.
Losses means any debt, claim, obligation, costs (including legal costs, deductibles or increased premiums), expense, loss, damage, compensation, charge, remedy or liability of any kind, prospective or contingent and whether or not currently ascertainable.
Maintenance means any work on our Network or the Chaser Services, including to maintain, repair or improve the performance of our Network or the Chaser Services.
Materials means all data, information, content, Intellectual Property Rights, software and other materials.
Network means any part of a communications network used by us to provide any part of the Chaser Services.
Notice Period means, unless we agree something different, a period of 3 months.
1. Permitted Purpose: means use of the Chaser Services by you for your internal business operations in accordance with the Documentation and our Agreement. Permitted Purpose expressly excludes any of the following to the maximum extent permitted by law:
(a) copying, reproducing, publishing, distributing, redistributing, broadcasting, transmitting, modifying, adapting, editing, abstracting, storing, archiving, displaying publicly or to third parties, selling, licensing, leasing, renting, assigning, transferring, disclosing (in each case whether or not for charge) or in any way commercially exploiting any part of the Chaser Services;
(b) permitting any use of the Chaser Services in any manner by any third party without our written consent beforehand except for third party payment of debts as authorised by this agreement;
(c) combining, merging or otherwise permitting the Chaser Services (or any part of it) to become incorporated in any other program or service, or arranging or creating derivative works based on it (in whole or in part); or
(d) attempting to reverse engineer, observe, study or test the functioning of or decompile the Chaser Services (or any part),
2. except as expressly permitted under our Agreement.
Personal Data has the meaning given to that term in Data Protection Laws.
Purchased Authorised User Accounts means the number of Authorised Users as specified in the package that you choose who may use the Chaser Services.
Releases has the meaning set out in clause 8.4.
Relief Event means:
(a) any breach of our Agreement by you; or
(b) any Force Majeure.
Representatives means employees, officers, representatives or advisers.
Special Terms means any variations to these Chaser Service Terms and/or additional and/or specific terms agreed between us.
Term means the Initial Term and each Additional Term (inclusive of any Free Trial).
Third Party Provider has the meaning set out in clause 8.4.3.
VAT means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the provision of access to the Chaser Services.
Withholding Tax means any tax, deduction, levy or similar payment obligation that is required to be deducted or withheld from a payment under Applicable Law.
You or Customer means the customer contracting entity who enters into this Agreement with Chaser.
Your Materials has the meaning given to it in paragraph 11.3 above.
PART 2 – DEBT COLLECTION SERVICES
In addition to the Service Terms, if you are using Debt Collection services these terms in Part 2 will also apply:
1. CHASER’S OBLIGATIONS
1.1 Chaser will endeavour to collect any debt referred to us by you and accepted in line with the Debt Collection Services and perform the Debt Collection Services on your behalf.
1.2 You authorise us to collect the Debts as your agent and give good receipt to the debtors.
1.3 We will use every reasonable effort to complete agreed Services, but we cannot guarantee any recovery.
1.4 If we see necessary, we may recommend obtaining legal assistance (at additional cost) from one of our approved providers, however we will always consult with you before proceedings with this advice.
2. CUSTOMER’S OBLIGATIONS
2.1 You must provide all information and documents necessary to prove the existence and validity (‘Documentation’) of a Debt. The Documentation must be materially true, complete and accurate and provided in the in the format that is agreed between the parties.
2.2 You must not waive or alter the terms of any Debt, including selling, assigning hindering or transferring the third parties’ debt without informing us. In the event that the Debt is sold, assigned, hindered or transformed, Chaser will be entitled to charge as if the Debt has been collected at face value (‘Transfer Charge’). You shall notify Chaser immediately (at least within 24 hours) if:
2.2.1 any payment is received in respect of the Debt; or
2.2.2 any matters materially affect the Debt or its collectability.
2.3 Once a debt has been collected, Chaser will be entitled to charge the Customer for its Debt Collection Services (‘Commission’). The Commission will be due:
2.3.1 regardless which party receives the payment of the Debt;
2.3.2 regardless of who pays the Debt;
2.3.3 where a Debt is paid within 12 months of termination of the Debt Collection Services; and
2.3.4 if you settle the Debt in exchange for credit, goods, services or you permit a Debt to be set off.
2.4 The Customer will fully compensate Chaser against any claims, proceedings, liabilities, losses, damages (including reasonable costs), charges and expenses arising out of or in connection with any claim made against us relating to the performance of the Debt Collection Services.
2.5 You warrant that you give Chaser permission to contact your clients by telephone, text messages or email. You are aware that we will need to record conversations with your clients and may stores these for up to three months which may require an update to your customer agreements and/or privacy documentation. The Customer has the right to request copies of these recordings up to three months after they were recorded.
3. PAYMENT
3.1 Customers will be invoiced immediately upon confirmation of a successful recovery of the Debt.
3.2 If the Debt that Chaser has been instructed to recover is payable in instalments of which not all are due yet, Chaser may deduct a pro rata share of the of the Commission from any instalment.
3.3 Where the Customer consents to accepting payment of a Debt by instalments, Chaser may recover Commission as though the whole Debt has been paid.
3.4 In the event that a payment plan is agreed between the third party and the Customer, Chaser will collect their pro-rata share of the Commission.
4. COMMISSION
4.1 When the Customer engages Chaser to carry out Debt Collection Services, the Commissions will be agreed as displayed within the Chaser application or otherwise agreed in writing between the parties when the Customer engages Chaser to carry out Debt Collection Services. Chaser at its own discretion may alter its Commission by giving written notice to the Customer.
5. DATA PROTECTION
5.1 In order to provide the Debt Collection Services, Chaser will process certain data including contact details and business and financial information when acting as an agent for the Customer. Without this information Customer agrees that we cannot provide this service. Customer will provide all reasonable assistance to Chaser with respect to the Debt Collection Services.
PART 3 – CHASER PAY
For UK customers only, where you have agreed to use Chaser Pay, these terms will also apply.
1. CHASER PAY SERVICE
1.1 Chaser Pay is serviced and provided by a third party, UNIPaaS Financial Services Limited (‘UNIPaaS’). Using Chaser Pay therefore creates a direct relationship between you and UNIPaaS.
1.2 Insofar is permissible under applicable law, where you enter into a direct agreement with UNIPaaS, we do not accept any liability for such services and make no warranties or representations with respect to them.
2. CUSTOMER’S OBLIGATIONS
2.1 When using Chaser Pay, you acknowledge that you agree to and are bound by UNIPaaS Financial Services Limited Sponsored Merchant Agreement and Data Processing Agreement which is available within the application when you sign up.
2.2 You warrant that you will ensure your Authorised Users will only use Chaser Pay for its intended purpose.
2.3 Your end customers who owe you a debt (Debtors) when using Chaser Pay will accept UNIPaaS’ End User License Agreement and make payment through Chaser Pay powered by UNIPaaS.
3. DATA PROTECTION
3.1 When the Debtor uses Chaser Pay, Chaser will process the data in accordance with Clause 13 of the Chaser Terms. In addition, Chaser will share and Process data including full names and email addresses when registering for the service, and invoice information such as the amount, currency and due date when making a payment with UNIPaaS Financial Services Limited. Once a payment is made, Chaser receives information from UNIPaaS confirming the status of that payment.
4. PAYMENT
4.1 For each payment made using Chaser Pay, you will be charged a small fee relating to access to the Chaser Pay Services. All charges are listed online and can be accessed by clicking here https://help.chaserhq.com/chaser-pay
4.2 When a payment is made using Chaser Pay, it is done so using UNIPaaS’ embedded component within our app. For the avoidance of doubt, we do not store bank details or interact with them in any other way. Payments are facilitated by UNIPaaS.
Last updated: June 2023