These Terms are binding on any use of the Service and apply to you from the time that Chaser provides you with access to the Service.
The Service provided by us will evolve over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of the Service. We reserve the right to change these terms at any time, effective upon the posting of modified terms and we will make every effort to communicate these changes to you via email or notification via the Website. It is likely that these Terms will change over time. It is your obligation to ensure that you have read, understood and agree to the most recent terms available on the Website.
By registering to use the Service you acknowledge that you have read and understood these Terms and have the authority to act on behalf of any person for whom you are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.
In these Terms, unless the context requires otherwise, the capitalised words and expressions set out below shall have the following meaning:
“Beneficial Client” means the Subscriber, unless, in relation to an Invoice Pool, the Subscriber has registered to use the Service on behalf of, or to provide services to, another person (“A”) (whether A is a body corporate or otherwise), in which case the Beneficial Client is A in relation to such Invoice Pool.
“Chaser” means Chaser Technologies Limited, a UK private limited company with registration number 08517987, and any future subsidiaries of Chaser Technologies Limited. “we”, “us” and “our” shall also refer to Chaser.
“Confidential Information” includes all information exchanged between the parties under these Terms, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party, or other information that is anonymised and/or amalgamated.
“Data” means any data inputted by you or with your authority into the Website or into the electronic accounting system that you integrate with the Service at any time.
“Intellectual Property Right” means all those intangible things that can be owned and controlled notwithstanding the fact that they are not physical. This includes things like copyright, trademarks, domain names, database right and a host of other Intellectual Property Rights, wherever they might take effect in the world. It covers all such Intellectual Property Rights, whether they are registered or not, and whether they exist now or come into existence some time later.
“Invited User” means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time including, for the avoidance of doubt, the Beneficial Client.
“Invoice Pool” means invoices issued for the benefit of, by or on behalf of the Beneficial Client.
“Service” means the commercial services that we offer as listed on our Website.
“Services Fee” means the monthly fee (excluding any taxes and duties) payable by you in accordance with the fee schedule set out on the Website (which Chaser may change from time to time on notice to you).
“Subscriber” means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
“you” means the Subscriber, and where the context permits, an Invited User and/or the Beneficial User. “your” has a corresponding meaning.
Words and defined terms importing the singular shall be treated as importing the plural and vice versa. The clause and paragraph headings used in these Terms are inserted for ease of reference only.
2. USE OF SOFTWARE
Chaser grants you the right to access and use the Service via the Website with the particular user roles, size and access available to you according to your Services Fee category. This is a non-exclusive right that is limited by and subject to these Terms. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:
the Subscriber determines who is an Invited User and what level of user role access to the relevant organisation and Service that Invited User has;
the Subscriber is responsible for all Invited Users’ use of the Service;
the Subscriber controls each Invited User’s level of access to the relevant organisation and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be; and
if there is any dispute between a Subscriber and an Invited User regarding access to any organisation or Service, the Subscriber shall decide what access or level of access to the Service that Invited User shall have, if any.
3. YOUR OBLIGATIONS
3.1 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 us or condition posted on the Website. You may use the Service and Website on behalf of any Beneficial Client or in order to provide services to any Beneficial Client(s) but if you do so you must ensure that you are authorised to do so and that all Beneficial Clients for whom or to whom services are provided comply with and accept all the provisions of the Terms that apply to you.
3.2 Access conditions
You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify us of any unauthorised use of your passwords or any other breach of security and we will reset your password and you must take all other actions that we reasonably deem necessary to maintain or enhance the security of our computing systems and networks and your access to the Services.
As a condition of these Terms, when accessing and using the Services, you must:
not attempt to undermine the security or integrity of Chaser’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
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 Services are hosted;
not transmit, or input into the Website, 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
not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
3.3 Communication Conditions
As a condition of these Terms, if you use any communication tools available through the Website (such as any forum, chat room or message centre), 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 Services, including (but not limited to) offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Services or the Website, 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 are permitted to make such communication. Chaser 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 Services. As with any other web-based forum, you must exercise caution when using the communication tools available on the Website. However, Chaser does reserve the right to remove any communication at any time in its sole discretion.
You will on demand indemnify Chaser against all claims, costs, damage and loss arising from your breach of any of these Terms or any obligation you may have to Chaser, including (but not limited to) any costs relating to the recovery of any Services Fees that are due but have not been paid by you.
4. CONFIDENTIALITY AND PRIVACY
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
Each party’s obligations under this clause will survive termination of these Terms.
The provisions of paragraphs (1) and (2) above shall not apply to any information which:
is or becomes public knowledge other than by a breach of this clause;
is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
is independently developed without access to the Confidential Information.
5. INTELLECTUAL PROPERTY
Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of Chaser (or its licensors).
5.2 Ownership of Data
Title to, and all Intellectual Property Rights in, the Data is the property of the Beneficial Client. Where you are not the Beneficial Client, you warrant that you are authorised and/or licensed to use, copy, modify, upload and transmit the information and Data. However, your access to the Data is contingent on full payment of the Chaser Services Fee when due. You also grant Chaser a perpetual, worldwide, irrevocable, non-exclusive licence to use, copy, transmit, modify, translate, publish, distribute, store, and back-up the information and Data for the purposes of enabling you to access and use the Services and for any other purpose related to any services it makes available to you or its other users.
Where we contact you to request feedback about our Website or our Services you agree that we may use this feedback to advertise or promote our Services on the website, our social media platforms and any other physical or digital mediums. You grant to us a revocable, transferable licence to use any quotations you provide to us as feedback for the purposes listed above. You may revoke this licence at any point by contacting us at firstname.lastname@example.org.
5.3 Backup of Data
You must maintain copies of all Data inputted into the Service. Chaser 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. Chaser expressly excludes liability for any loss of Data no matter how caused. You will ensure that where you are not the Beneficial Client, that the Beneficial Client is aware of, and acknowledges Chaser’s exclusion of liability under this clause 5.3.
6. WARRANTIES AND ACKNOWLEDGEMENTS
You warrant that where you have registered to use the Service on behalf of a Beneficial Client, you have the authority to agree to these Terms on behalf of that Beneficial Client and agree that by registering to use the Service in relation to the relevant Invoice Pool you bind the Beneficial Client on whose behalf you act to the performance of any and all obligations that you become subject to by virtue of these Terms, without limiting your own personal obligations under these Terms.
You acknowledge that:
You are authorised to use the Services and the Website and to access the information and Data that you input into the Website, including any information or Data input into the Website by any person you have authorised to use the Service. You are also authorised to access the processed information and Data that is made available to you through your use of the Website and the Services (whether that information and Data is your own, the relevant Beneficial Client’s or that of anyone else).
Chaser has no responsibility to any person other than you and nothing in these Terms confers, or purports to confer, a benefit on any person other than you (including, where you are not the Beneficial Client, the Beneficial Client). If you use the Services or access the Website on behalf of or for the benefit of any Beneficial Client you agree that:
You are responsible for ensuring that you have the right to do so;
You are responsible for authorising any person who is given access to information or Data, and you agree that Chaser has no obligation to provide any person access to such information or Data without your authorisation and may refer any requests for information to you to address; and
You will indemnify Chaser against any claims or loss relating to:
Chaser’s refusal to provide any person access to your information or Data in accordance with these Terms;
Chaser’s making available information or Data to any person with your authorisation; and
any enforcement by the Beneficial Client of their Intellectual Property Rights to the Data.
The provision of, access to, and use of, the Services is on an “as is” basis and at your own risk.
Chaser does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Chaser is not in any way responsible for any such interference or prevention of your access or use of the Services.
Chaser is not your accountant or credit manager. Use of the Services does not constitute the receipt of accounting or credit management advice. If you have any accounting or credit management questions, please contact an accountant or credit manager.
It is your sole responsibility to determine that the Services meet the needs of your business and any Beneficial Client and are suitable for the purposes for which they are used.
You remain solely responsible for complying with all applicable accounting, tax and other laws. It is your responsibility to check that storage of and access to the Data via the Services and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
6.3 No warranties
Chaser gives no warranty about the Services. Without limiting the foregoing, Chaser does not warrant that the Services will meet your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
6.4 Consumer guarantees
You warrant and represent that you are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.
7. DATA PROTECTION
The following definitions will apply for this clause 7.
Controller, Data Subject, Personal Data, Processor and processing shall have the respective meanings given to them in applicable Data Processing Laws from time to time (and any related expressions including process, processed and processes shall all be determined accordingly) and international organisation and Personal Data Breach shall have the respective meanings given to them in the GDPR.
Data Protection Laws means:
- the Directive 95/46/EC (Data Protection Directive) and/or Data Protection Act 1998 or the GDPR;
- any laws which implement any such laws; and
- any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
GDPR means the General Data Protection Regulation (EU) 2016/679;
Protected Data means Personal Data received from or on behalf of a Subscriber in connection with the performance of the Supplier's obligations under these Terms; and
Compliance with Data Protection Laws
You agree that you (a Subscriber) are the Controller and that we (Chaser) are the Processor for the purposes of processing any Protected Data as part of the Service. You shall at all times comply with all Data Protection Legislation in connection with the processing of the Protected Data.
You agree to indemnify us against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other reasonable professional costs arising out of or in connection with any breach by you of your obligations under this clause.
If we believe that any instruction received from you is likely to infringe the Data Protection Laws, we shall promptly inform you and be entitled to suspend our delivery of the Services until we have agreed instructions which are not infringing.
In accordance with the Data Protection Laws, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of the Protected Data to be carried out in accordance with the Services, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Protected Data transmitted, stored or otherwise processed, we have implemented appropriate technical and organisational security measures appropriate to the risk.
Sub Processing and personnel
We agree to assist you, insofar as this is possible, in responding to any requests from a Data Subject exercising their rights under the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data.
We shall immediately forward to you any communications from Data Subjects, regulatory bodies and other third parties concerning the Protected Data.
We shall not process or transfer any Protected Data in or to countries outside of the EEA without first obtaining your prior written consent
We shall notify you without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data.
8. LIMITATION OF LIABILITY
To the maximum extent permitted by law, Chaser excludes all liability and responsibility to you (or any other person, including the Beneficial Client) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
If you suffer loss or damage as a result of Chaser’s negligence or failure to comply with these Terms, any claim by you against Chaser arising from Chaser’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Services Fees paid by you in the previous 12 months.
If you are not satisfied with the Service, your sole and exclusive remedy is to terminate these Terms in accordance with Clause 9.
9.1 Trial policy
When you first sign up for access to the Services you can evaluate the Services under the defined trial usage conditions, with no obligation to continue to use the Services. If you choose to continue using the Services thereafter, you will be charged from the day you first added your billing details into the Services.
9.2 Prepaid Subscriptions
Chaser will not provide any refund for any remaining prepaid period for a prepaid Services Fee subscription.
9.3 No-fault termination
These Terms will continue for the period covered by the Services Fee paid. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided you continue to pay the prescribed Services Fee when due, unless either party terminates these Terms by giving notice to the other party before the end of the relevant payment period. If you terminate these Terms you shall be liable to pay all relevant Services Fees for the then current period.
breach any of these Terms (including, without limitation, by non-payment of any Services Fees or amounts due under clause 3.4) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
breach any of these Terms and the breach is not capable of being remedied, which includes (without limitation) any breach of payment of Service Fees or amounts due under clause 3.4 that are more than 30 days overdue; or
You or your business become insolvent or your business goes into liquidation or has a receiver or manager appointed over any of its assets or if you make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction,
then Chaser may take any or all of the following actions, at its sole discretion:
terminate your access to the Services and access to the Website;
suspend for any definite or indefinite period of time, your use of the Services and the Website;
suspend or terminate access to all or any Data; or
take any of the actions in sub-clauses (1), (2) and (3) of this clause (9.4) in respect of any or all other persons whom you have authorised to have access to the Data, Services and Website.
9.5 Accrued Rights
Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. Upon termination you will:
remain liable for any accrued charges and amounts which become due for payment before or after termination; and
immediately cease to use the Services and the Website.
9.6 Expiry or termination
Clauses 3.3, 3.4, 4, 5, 6, 7, 8, 9 and 11 survive the expiry or termination of these Terms.
10. HELP DESK
10.1 Technical Problems
In the case of technical problems you must make all reasonable efforts to investigate and diagnose problems before contacting Chaser. If you still need technical help, please check the support provided online by Chaser on the Website or failing that email us at email@example.com. In the case that any technical problems appear to be as a result of a fault or error on the Website, you will use reasonable endeavours to notify Chaser as soon as possible by either emailing us at firstname.lastname@example.org or using any other technical support notification portal made available on the Website.
10.2 Service availability
Whilst Chaser intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place. If for any reason Chaser has to interrupt the Services for longer periods than Chaser would normally expect, Chaser will use reasonable endeavours to publish in advance details of such activity on the Website.
11.1 Entire agreement
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.
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.
11.4 No Assignment
You may not assign or transfer any rights to any other person without Chaser’s prior written consent.
11.5 Governing law and jurisdiction
These Terms are governed by the laws of England and Wales and you hereby submit to the exclusive jurisdiction of the courts of England and Wales for all disputes arising out of or in connection with these Terms.
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 these Terms will be binding on the parties.
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 Chaser must be sent to email@example.com or to any other email address notified by email to you by Chaser. Notices to you will be sent to the email address which you provided when setting up your access to the Service.
11.8 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.
Last updated: 21 May 2018