Terms & Conditions
This Agreement is a contract between you and us and govern your Service use. Agreeing to this Agreement is a condition of any Service use. You signify your agreement to this Agreement and will be legally bound by them from the date on which you –
- click to accept or agree to this Agreement where StoreGrader presents an option to do so, either on the Website or otherwise; or
- use the Services in any way, in which case you understand and agree that your Service use will signify your acceptance of this Agreement from the moment you first begin to use the Service.
This is version 1.0 of this Agreement and their effective date is 2014–08–01.
You agree that we may, in our sole discretion, amend this Agreement at any time, in any way and from time to time. We will publish details of our proposed amendments to this Agreement in a notice to this effect on our Website. This notice will identify the specific amendments we propose making to this Agreement and the date on which these proposed amendments will become effective.
You agree that such a notice will be adequate notice of the proposed amendments and that these amendments shall automatically come into effect on the date specified in this notice. You further agree that it is your responsibility to review this Agreement regularly in the event that we do publish a notice of proposed changes. Your continued use of the Service (except where your continued use of Service is permissible in terms of, for example, specific licenses) will be subject to you agreeing to the amended Agreement.
Interpreting this Agreement
This Agreement contains a number of words and phrases which have specific meanings and most of which are capitalised. The Glossary, below, contains many of these words and phrases (others are set out in this Agreement’s body and are designated by terms in quotation marks).
We also apply certain rules when interpreting this Agreement and the Interpretation Guide, which sets out these rules, is below.
Commencement and duration
This Agreement binds you when you first begin to use the Service and will continue to bind you for so long as you use the Service. Certain provisions of this Agreement will survive this Agreement’s termination. These provisions are described in Effects of Termination below.
Either Party may terminate this Agreement in the event the other Party is placed in liquidation or under judicial management, whether provisionally or finally, or in the event of the other Party entering into a compromise with its creditors generally. All amounts due by the other Party in terms of this Agreement shall, in the circumstances contemplated in this clause, immediately become due and payable to the prejudiced Party.
Effects of Termination
In the event this Agreement is terminated for any reason whatsoever, the following clauses shall survive termination and continue to bind you:
- Your Privacy;
- Liability limitation;
- Disputes, Governing Law and Jurisdiction; and
- Domicilium and Notices.
The fact that StoreGrader has made the Service available to you is neither a recommendation that you enter into a particular transaction or a representation that the Service is suitable or appropriate for you or your intended purpose for using the Service.
Any discussion of the risks associated with the Service should not be considered to be a disclosure of all risks or complete discussion of the risks which are mentioned.
You should not rely on the StoreGrader for professional advice (including, but not limited to business, financial, legal, regulatory, tax, or accounting advice) or as a basis for any transactional or similar decisions you make or which are made on your behalf without first consulting with your preferred professional or business advisor (who may include your attorney, tax or accounting advisors).
Changes to the Services
We may change any aspect of the Service on written notice to you. These changes may include discontinuing aspects of the Service or the Service in its entirety. In the event we do make any changes to any aspect of the Service, we will publish updated Service information which shall detail the –
- proposed changes to the Service; and
- the date on which these proposed changes shall be implemented.
Changes to the Service may, at our sole discretion, require consequential changes to fees payable for and delivery timeframes applicable to the aspects of the Service affected by the changes. We will similarly notify you of any such changes to fees payable or delivery timeframes.
Where fees are payable for any component of the Service, these fees are payable in advance and we may, in our sole discretion, suspend any aspect of the Service which you have not paid for.
Without detracting from any of our rights, you agree that we are entitled to discontinue any aspect of the Service you may be using if you fail to pay any amount when it falls due or if you breach this Agreement. In the event we incur expenses to recover amounts you owe us, you further agree that we may recover our legal costs, collection charges and tracing fees, and any applicable VAT.
Service use license
You acknowledge and agree that StoreGrader owns or has licensed all the Intellectual Property Rights in the Service and its underlying Intellectual Property.
StoreGrader grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to use the Service. This limited license is subject to the certain restrictions. You agree not to, nor will you reasonably permit any 3rd party to:
- run, rent, lease, loan, or sell access to the Service;
- decompile or reverse engineer or attempt to access the source code of the software underlying the Service;
- copy, archive, store, reproduce, rearrange, modify, adapt, download, upload, create derivate works from, display, perform, publish, distribute, redistribute or disseminate any Service-related Intellectual Property;
- use the Service to build products or services using similar ideas, features, functions or interfaces;
- use any aspect of the Service by any means other than as permitted in this Agreement;
- circumvent, disable or otherwise interfere with the Service’s security related features or any other features that prevent or restrict use or copying of any Content, protect personal data or enforce limitations on Service use;
- use the Service in such a way as to interfere with Service use, so as to constitute a denial, including a partial denial, of service to users;
- delete the copyright and other Intellectual Property Rights notices posted to the Service;
- violate the privacy of any person or attempt to gain unauthorised access to the Service or any other network, including (without being limited to) through hacking, password mining or any other means; and/or
- otherwise use the Service to engage in any illegal or unlawful activity.
Should you engage in any of these practices, we will be entitled, without prejudice to any other rights we may have, to:
- suspend or terminate your access to the Service without notice to you;
- hold you liable for and sue you for compensation for any costs we incur as a result of your misconduct; and/or
- notwithstanding our Privacy Statement, disclose any information relating to you to all persons affected by your actions when required to do so.
StoreGrader grants you and users a Content License in respect of StoreGrader’s Intellectual Property which forms part of the Service.
All trademarks, trade names and all copyright, ownership, proprietary and confidentiality notices included on or in relation to the Content must be retained and displayed without alteration or modification and not in any manner obscured or removed, to the extent that any copying, reproduction, distribution, transmission, display, broadcasting or publishing of any Content is expressly permitted (such permission to be interpreted in its most restrictive sense).
This Agreement does not transfer ownership of any Intellectual Property to any person, except where this Agreement expressly provides for such transfers of ownership.
Transaction Data Verification
We integrate with 3rd Party services (such as Stripe Connect) in order to provide the Service. These 3rd Party services transmit Transaction Data to us through their integration options. You acknowledge and agree that StoreGrader is not responsible for reviewing Transaction Data we receive from either you directly or from these 3rd Party services and for verifying that this Transaction Data is correct and complete.
You remain responsible for ensuring that we receive correct and complete Transaction Data for the purposes of providing the Service in the manner required for the Service to operate optimally. You may be required to link your 3rd Party payment gateway service account to your Service account in order to make use of the Service. If this is the case, you agree that we are not obliged to (or even able to) fully render the Service until you have done so.
You are required to register on the Website in order to make use of the Service. Once registered, you will be able to log into your account using your chosen usernames and passwords.
You may not impersonate another person and you are required to associate your real identity with your account.
We collect your personal data through the Website’s registration form in order to successfully complete the registration process. We process personal data in terms of the Privacy Statement.
You warrant that your personal data which you submit to us is accurate, current and complete. You also confirm that you have read and understand the Privacy Statement.
The first person to register on the Website for a particular organisation may be nominated as the Merchant’s representative. If you wish to be nominated as the Merchant’s representatives, you are required to warrant that you are duly authorised to act in this capacity and you agree we may take steps to verify this before you will be permitted to act as such.
You agree that we may deny you use of the Service should you breach your warranties or subsequently be found to have breached any warranties. We may take steps to verify your personal data once you have completed the requisite registration process for the Service and these steps may include, and are not limited to, email verification. You agree to submit to this verification process and irrevocably consent to us gaining access to relevant information held by 3rd Parties which may be reasonably required to complete the verification process.
You acknowledge and agree that your access to the Service may be limited until this verification process has been successfully completed.
Should you not agree to our verification process or withhold your consent to us processing your personal data, your Service use may be suspended or terminated.
Without limiting our liability limitation provisions below, you waive any claims you may have against us or our Associates in the event we deny you use of the Service where you have breached this Agreement or otherwise failed to fulfil your obligations to StoreGrader.
You further agree that –
- you are responsible for maintaining and promptly updating personal data and any other information you submit to us, keeping it accurate, current and complete;
- if you believe a user’s personal data has been compromised in any way, you agree to notify us immediately. You indemnify us for any Losses which may be a consequence of your failure to notify us timeously;
- we reserve the right to suspend your Service pending an investigation and resolution if any security violations are believed to have occurred in association with a user’s personal data.
For information about our data protection practices, please read the Privacy Statement. This policy explains how and under what conditions we will process your personal data, and protect your privacy, when you use the Service.
You agree that we may process your personal data in accordance with the Privacy Statement.
Save as expressly set out in this Agreement, we do not make any representation or give any warranties whatsoever in respect of the Service.
If you are not, factually or legally, authorised to bind another person as our Merchant to this Agreement, you agree that you will be personally liable to StoreGrader for any amounts due to us in terms of this Agreement or otherwise as a consequence of using the Service in the event the legal entity concerned refuses or fails to pay any amounts which are due to us and as if you contracted with us for your personal Service use.
You indemnify us for all Losses which constitute direct and/or general damages and which arises out of their breach of this agreement or as a result of the indemnifying party’s negligence acts or omissions, willful misconduct or any unlawful conduct.
You also agree that we will not be liable for any indirect, special or consequential Losses.
Maintenance and Repair
You acknowledge that from time to time the Service may be suspended, either in part or as a whole, for maintenance, repair and improvements. We agree, wherever reasonably possible, to give twenty-four (24) hours notice of suspension of the Service affected by the proposed suspension.
Save as set out elsewhere in this Agreement, we shall not be liable for any Losses which may be sustained as a result of the suspension of the Service.
If any person is of the view that his, her or its rights have been infringed through unlawful Service use by any person, that person may address a complaint to StoreGrader which satisfies the following requirements and/or sets out the following information:
- the full names and address of the complainant;
- the written or electronic signature of the complainant;
- identification of the right that has allegedly been infringed;
- identification of the material or activity that is claimed to be the subject of unlawful activity;
- the remedial action required to be taken by StoreGrader in respect of the complaint;
- telephonic and electronic contact details, if any, of the complainant;
- a statement that the complainant is acting in good faith;
- a statement by the complainant that the information in the take-down notification is to his or her knowledge true and correct.
Notifications must be addressed to:
We will investigate the complaint on receipt of a complete and properly formulated complaint notice and will take appropriate action, where necessary. Such action may include, but is not limited to, removing offending Content and/or taking appropriate steps against offending users or Merchants, where appropriate. We may not be able to, or it may not be appropriate for us to, respond to or act on every complaint.
Subject to any other provision of this Agreement providing for the remedy of any breach of any provision of this Agreement, should either Party (“the Offending Party”) commit a breach of any provision of this Agreement and fail to remedy such breach within 10 days of receiving written notice from the other Party (“the Aggrieved Party”) requiring the Offending Party to do so, then the Aggrieved Party shall be entitled, without prejudice to its other rights in law to –
- cancel this Agreement, provided the breach in question is a material breach going to the root of this Agreement; or
- claim specific performance of all of the Offending Party’s obligations whether or not due for performance,
- in either event without prejudice to the Aggrieved Party’s right to claim damages.
Disputes, governing law and jurisdiction
This Agreement shall be governed in all respects by and shall be interpreted in accordance with English Law and the you consent and submit to the jurisdiction of English courts.
All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.
You acknowledge that, from time to time, the Service may be suspended due to causes beyond our control which we refer to as Interruption Events.
You agree that we will be relieved of our obligations in terms of this Agreement during the period that the Interruption Event and its consequences continue, only to the extent we are reasonably prevented from fulfilling our obligations, and we shall not be liable for any Losses which you may suffer as a result.
We will make reasonable efforts to notify you of an Interruption Event in writing as soon as we become reasonably aware of the Interruption Event.
In the event that an Interruption Event exceeds 1 calendar month and in the event that neither we or our nominee are able to provide alternative services and/or facilities, either you or we may terminate this Agreement and shall only remain liable for performance under this Agreement which fell due immediately prior to the Interruption Event.
By users or you
Users or, where appropriate, you shall not be entitled to cede, delegate, assign or otherwise transfer all or any of its rights, interests or obligations under and/or in terms of this Agreement except with our prior written consent. We will not unreasonably withhold our consent.
We are entitled to cede, delegate, assign or otherwise transfer all or any of our rights, interests or obligations under and/or in terms of this Agreement subject to us giving you reasonable written notice to that effect.
If any court which has jurisdiction finds any clause or term of this Agreement to be be unenforceable, then the Parties agree that the remaining terms and provisions of this Agreement shall be deemed to be severable from the unenforceable provisions and shall continue in full force and effect unless such unenforceability goes to the root of this Agreement, in which case this Agreement shall terminate.
Domicilium and Notices
Any Party shall be entitled to change its domicilium from time to time, provided that any new domicilium selected by it shall be a physical address and not a post box number, and any such change shall only be effective upon receipt of notice in writing by the other Parties of such change.
All notices, demands, communications or payments intended for any Party shall be made or given at such Party’s domicilium for the time being.
A notice sent by one Party to another Party shall be deemed to be received:
- on the same day, if delivered by hand;
- on the same day, if transmitted electronically with receipt received confirming completion of transmission; or
- on the third day after despatch, if sent by prepaid courier.
Notwithstanding anything to the contrary contained in this Domicilium and Notices clause a written notice or communication actually received by a Party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domicilium citandi et executandi.
You choose your physical address; postal address; facsimile number and email address which you supply to us when registering to use the Service as its domicilium citandi et executandi (“domicilium”) for all purposes arising from or pursuant to this Agreement.
StoreGrader chooses the addresses and other contact details specified in our Disclosures section, below, for all communication purposes under this Agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature.
Our full name and legal status: PublicBeta Limited (registration number 8532380)
Street address: Devonshire House, 60 Goswell Road, London, EC1M 7AD, United Kingdom
Postal address: Devonshire House, 60 Goswell Road, London, EC1M 7AD, United Kingdom
Physical address for receipt of legal service:
Main business: Devonshire House, 60 Goswell Road, London, EC1M 7AD, United Kingdom
Website address: http://storegrader.co/
Official email address: email@example.com
Codes of conduct to which we subscribe: Not applicable
Costs associated with the access to and use of the Website: Costs are detailed on the Website.
Dispute resolution: Disputes, governing law and jurisdiction
This Agreement, as read with the documents referenced in this Agreement, constitute the sole record of the agreement between the Parties in regard to its subject matter.
No Party shall be bound by any express or implied term, representation, warranty, promise or the like, not recorded in this Agreement.
No addition to, variation or consensual cancellation of this Agreement, including this clause, shall be of any force or effect unless in writing and signed by or on behalf of all the Parties.
No data message, including an e-mail, SMS and recorded voice message, which you send to us shall amend this Agreement or the rights and duties of the Parties in any manner unless the Parties expressly state, and specify the extent to which, the data message amends this Agreement or the Parties’ rights and duties in any material respect.
No indulgence which any of the Parties (“the Grantor”) may grant to any other (“the Grantee(s)”) shall constitute a waiver of any of the Grantor’s rights, who shall not be precluded from exercising any rights against the Grantee(s) which might have arisen in the past or which might arise in the future.
The Parties undertake at all times to take all reasonable steps to implement and comply with this Agreement.
In this Agreement, headings are for convenience and are not intended to be used to interpret the Agreement.
If the Agreement refers to a Party who is liquidated or sequestrated (or has been through a comparable process under a different legal system), then the Agreement will also be applicable to and binding on that Party’s liquidator or trustee, as the case may be.
Unless this Agreement indicates to the contrary, any references to any gender includes the other genders, a natural person includes an artificial person and vice versa, the singular includes the plural and vice versa.
The rule of construction that the contract shall be interpreted against the Party responsible for the drafting or preparation of this Agreement, shall not apply.
Where in this Agreement provision is made for the Parties (or either of them) to agree on or grant approval in respect of any matter, such Agreement or approval shall only be valid and binding on the Parties thereto if reduced to writing and signed by the duly authorised representative of such Parties.
The use of the word “including” followed by a specific example shall not be construed as limiting the meaning of the general wording preceding it and the eiusdem generis rule shall not be applied in the interpretation of such general wording or such specific example.
Where this Agreement specifies any number of days, the number of days excludes the first day and includes the last day unless the last day falls on a Saturday, Sunday or official bank holiday in England and Wales, in which case the last day shall be the next succeeding day which is not a Saturday, Sunday or official bank holiday in England and Wales. Generally speaking, references to a “day” are references to typical business days.
Any reference to “business hours” shall be construed as being the hours between 08h30 (eight hours and thirty minutes) and 17h00 (seventeen hours) on any day. Any reference to time shall be based upon South African Standard Time;
All annexures, addenda and amendments to this Agreement form an integral part of this Agreement and, therefore, our contract with you.
The words and phrases in the Glossary and, where appropriate, elsewhere in this Agreement bear the meanings assigned to them and related expressions bear corresponding meanings.
“3rd Party” means a person other than StoreGrader and a Merchant;
“Agreement” means these terms and conditions, as amended from time to time;
“Associates” means a Party’s officers, servants, agents or contractors or other persons in respect of whose actions that Party may be held to be vicariously liable;
“Content” means means any material capable of and in which copyright protection subsists (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) including, but not limited to, what a Merchant may have access to as part of, or through the Merchant’s Service use;
“Content License” means a personal, revocable, worldwide, royalty-free, non-commercial, non-transferrable and non-exclusive licence to use our Content either on or through the Service through a generally available web browser, mobile device or application solely for the purpose of enabling users to use the Service, in the manner permitted by this Agreement and does not extend to scraping, spidering, crawling or other technology or software used to access data without our express written consent;
“Intellectual Property” means any know-how (not in the public domain), invention (whether or not patented), design, trade mark (whether or not registered), or material capable of copyright protection and in which copyright subsists (whether or not registered), goodwill, processes, process methodology and all other identical or similar intellectual property as may exist anywhere in the world and any applications for registration of such intellectual property;
“Intellectual Property Rights” means legal or moral rights in Intellectual Property;
“Interruption Event” means strike, lock-out, fire, explosion, floods, riot, war, accident, act of nature, embargo, legislation, shortage of or a breakdown in transportation facilities, civil commotion, unrest or disturbances, cessation of labour, government interference or control, or any other cause or contingency beyond the control of the Party concerned;
“Interrupted Party” means a Party prevented or restricted directly or indirectly from carrying out all or any of its obligations under this Agreement by reason of an Interruption Event;
“Losses” means all losses (including, but not limited to those in respect of injury, damage to physical property or loss of life), liabilities, costs, expenses, fines, penalties, damage, damages and claims, and all related costs and expenses (including legal fees on the scale as between attorney and own client, tracing and collection charges, costs of investigation, interest and penalties);
“Merchant” means the person contracting with us to use the Service subject to this Agreement and is either –
- you, personally, if you are contracting with us in your personal capacity; or
- a legal entity such as a company or close corporation you represent, in which case you –
- represent to us that you are authorised by that legal entity to enter into this contract on that legal entity’s behalf; and
- agree that when we refer to “you” in this Agreement, we are referring to the legal entity you represent with you as its authorised representative;
“Parties” means StoreGrader and the Merchant;
“personal data” bears the same meaning as stated in the Data Protection Act, 1998;
“Platform” means the set of services, application programming interfaces and functions which facilitates data retrieval from and submission to the Service;
“Privacy Statement” means our Privacy Statement framework located here;
“StoreGrader”, “us”, “we” and “our” means or are references to PublicBeta Limited trading as StoreGrader, a company duly registered and incorporated in accordance with the laws of England and Wales and with registration number 8532380;
“Service” means the StoreGrader service offering described on the Website;
“Transaction Data” means information about transactions processed by Merchants with users and includes users’ personal data relevant to those transactions;
“use” bears its ordinary meaning and when used in the context of –
- the Website, means to visit or load the Website in a web browser, mobile phone or similar software application or device or otherwise engage with the Website;
- the Service, means to copy, download, distribute, display, view, modify, adapt, load in a web browser, mobile phone, software application or device or to otherwise engage with and/or manipulate the Service;
“user” means a person who is not a Merchant and who uses the Service or the Website;
“VAT” means Value-Added Tax;
“Website” means the StoreGrader website located at http://storegrader.co/ or such other websites as may be associated with and controlled by StoreGrader from time to time.