General Terms & Conditions - Subscription Services
These are the terms and conditions under which you're allowed to use our services and how we'll treat your account while you're utilizing the service. This Subscription Service Agreement (this "Agreement") is between you and Grand Retail Solutions Limited ("we", "us", and "our"). The software through which you use the services are owned and operated by us.
1. Eligibility
In order to use the Software, you must provide true, complete and up to date contact information for so long as you access the Services. You won't use the Services in a way that violates any laws or regulations, including any relating to data protection and privacy. We may refuse service or revoke your software licence if you fail to comply with this Agreement.
2. Use of the Software
a) As long as you continue to comply with the terms of this Agreement, we grant you a non-exclusive, non-transferable license to use the Software for the number of subscription months paid.
b) You agree that you will use the Software only for the purpose for which it was intended.
c) You won't use the Software for or make the Software available to any third party. In addition, you agree not to disrupt other users of the Services. For the Services and related software, you will not (i) make derivative works; (ii) sublicense, sell, rent, lease, lend, timeshare, disclose, transfer or host the Services, documentation or any other confidential or proprietary information to or for any other parties; (iii) use the Services to modify or reproduce a third party's materials unless you have the legal right to do so; (iv) distribute any part of the Services over any network, including a local area network; or (v) extract any data from the Services and use such data for any purpose other than for your use of the Services.
d) You won't (i) reverse engineer, decompile or disassemble the Software, except as permitted by applicable law; (ii) make copies of the Software, other than a reasonable number of copies for use for disaster recovery purposes; and (iii) separate the components of the Software, or install and use such components separately and independently of the Software they comprise.
e) If you do not comply with this Section 2, you will be in material breach of this Agreement, and we will have the right to immediately terminate your use of the Services.
3. Term and Termination; Suspension
a) The term of this Agreement begins on the effective date of the Subscription Service and will remain in effect until the subcription is cancelled or the subscription fee for the period has not been paid.
b) Subscription fees are billed monthly, in advance of the subscription period and fall due for payment on the first day of the subscription period.
c) You or we may terminate your subscription service account at any time and for any reason by giving 30 days' notice to the other and we may suspend the relevant Service to you at any time, with or without cause. If we terminate for cause or you terminate the Service during the term or any renewal period you will be liable for all payments that would be due to us for the Service during the term or any renewal period you had not terminated.
d) Termination of this Agreement will be in addition to and not in lieu of any other legal or equitable remedies available to us.
e) Renewal. The Service will continue for as long as the monthly subscription invoices are paid, in advance of the month to which they relate unless at least 1 month prior written notice is given by either party to the other expiring no earlier than the last day of the renewal period.
4. Changes
We may change the Services and any features from time to time, and if such changes are material, we will notify you by sending an email to the last email address you gave to us. If you do not wish to continue using the modified Services, you may terminate your use of the Service, effective the last day of the current Billing Period for which you have paid in advance. We may change any terms of this Agreement and the fees charged for using the Services by posting revised terms and/or fees on the Sites and/or by sending an email to the last email address you gave to us. The new terms and new fees will be effective on the first day of the next Billing Period and will apply thereafter. By continuing to use the Services after any such changes, you agree to be bound by such changes. If you do not wish to agree to the new terms or the new fees, you must stop using that portion of the Services affected immediately.
5. Account and Password
By registering for the Services, you will be required to establish HMRC Government Gateway login credentials to enable you to use the Services. You represent that you have all necessary authority to establish this on behalf of the business. The access information is confidential information and should be used solely by you to access your account and use the Services. You are responsible for keeping your access information confidential. You will take all reasonable steps to prevent unauthorized access to your account. We aren't responsible for any losses due to stolen or hacked passwords.
6. Fees; Payment Terms
a) You will pay the fees for the use of the Services listed on your subscription contract, which may be changed from time to time, unless specified as conditions of a subscription type. These fees do not include: (i) any applicable sales, use or other taxes, which will be separately identified on your invoice; (ii) charges for any services not contemplated by this Agreement, such as special programming, which may be available upon request and are subject to our then-current rates. Your subscription for the use of the Services will be billed in advance with the first payment due at the time of registration and with each subsequent payment due on the due date specified in the invoice for the payment.
b) You will be responsible for making sure a payment reaches us for the cost of your subscription at the beginning of each Billing Period. We recommend you set up a recurring standing order. Our bank details and a remittance advice email address appear on all subscription invoices.
7. Personal Information
a) You and we will comply with all applicable requirements of Data Protection Legislation. You agree that we will not be processing any personal data on behalf of you as data controller.
b) We will collect, use, disclose, transfer, and store personal information when needed to administer this Agreement and for our operational and business purposes, as further described in our Privacy Statement.
c) If any of the Services collects or stores individually identifiable personal information, then we will comply with our Privacy Statement.
8. Limitation of Liability
a) To the maximum extent permitted by law, you assume full responsibility for any loss that results from your use of or inability to use the Service and we will not be liable for any such loss. If the waiver of liability in the previous sentence is not permitted by law, our total liability for all claims made relating to this Agreement, your use of or inability to use the Service, in any Billing Period will be no more than what you paid us to provide the Service for the previous Billing Period.
b) We shall in no circumstances be liable for any consequential, indirect or special loss or damage (including, without limitation, loss of business or loss of profit, whether direct or indirect) however so arising (whether in contract, tort, negligence, other tort or otherwise).
c) Nothing in this Agreement shall exclude, limit or restrict our liability for: (i) death or personal injury resulting from our negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other cause of action which cannot be limited or excluded under applicable law.
9. Indemnity
You agree to indemnify and hold us harmless from and against any and all losses, costs and expenses (including attorneys' fees) arising in any way from your use of the Service or related to any breach of this Agreement by you or any user authorized by you. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you and you agree to cooperate with us in making the defense. This section 9 will survive any termination of this Agreement indefinitely.
10. Service availability; disclaimers
a) Your access to and use of the services may be interrupted from time to time for various reasons, including malfunction of equipment, periodic updating, maintenance or repair, or other actions that we may elect to take.
b) Except as expressly stated in any Product Terms, to the maximum extent permitted by law, the Services are provided by us "as is" without warranties or conditions of any kind, either express or implied, including warranties of satisfactory quality and fitness for a particular purpose, accuracy, reliability and non-infringement. We don't guarantee that the Services will be uninterrupted or error-free, or that we will correct all errors.
11. Compliance with Laws
Each party will comply with all applicable laws, rules and regulations, including privacy laws. You will be solely responsible for the content of all data submitted to us in connection with our provision of the Services and will comply with all laws, rules and regulations relating to the use, disclosure and transmission of such data.
12. Assignments
You may not assign any of your rights under this Agreement to anyone else. We may assign or subcontract our rights to any other individual or entity at our discretion.
13. Choice of Law
a) This Agreement will be governed by the laws of England and we each submit to the exclusive jurisdiction of the English courts.
b) If we file an action against you claiming you breached this Agreement and we prevail, we will be entitled to recover reasonable attorneys' fees.
14. Force Majeure
Except for a party's payment obligations, neither party will be liable for any delays or failure in performance from any cause beyond their control. This includes acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, strikes, power disruptions, and any disruption of internet service not caused by us.
15. Notices
Notices under this Agreement will be effective (i) in the case of a notice to you, when we send it to the last email or physical address you gave us or any address you may later provide; (ii) in the case of a notice to us alleging a breach of this Agreement, when delivered to us by first class post or by overnight courier or delivered in person to Grand Retail Solutions Limited, at our current registered address: Attn. Company Secretary.
16. Independent Contractor
Nothing contained in this Agreement will be construed to constitute either party as a partner, joint venturer, co-owner, employee or agent of the other party, and neither party will hold itself out as such.
17. Miscellaneous
Neither party will be subject to pre-printed or standard terms contained on any purchase order or other purchasing document, and we specifically disclaim such terms. If there's a conflict between the Product Terms and any other provision of this Agreement, the Product Terms will govern and control. Each Party will cooperate with the other and take such other actions as may reasonably be requested from time to time in order to carry out the intent and accomplish the purposes of this Agreement, including our right to verify your compliance with this Agreement at all locations which you access the Services. If we don't immediately take action on a violation of this Agreement, we're not giving up any rights under this Agreement, and we may still take action at a later point. Each party will also keep confidential the terms and conditions of the Agreement.

If you have any questions or comments regarding this privacy policy, please contact us.