Last Updated 20 January 2020
Thanks for taking the time to read our General Terms.
1.1 These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity (you, Customer), any person or entity to whom you provide access to our Site and Services, including any employees, administers or managers of your account (Users), and It'sPing Ltd (we, us), concerning your access to and use of the It'sPing dashboard (https://www.itspingapp.com) or it’sPing website (http://www.itsping.com) as well as any related applications (the Site).
The Site provides the following services including but not limited to: professional analysis of insight from It'sPing dashboard, It’sPing chatbot, analytics, individual and organisational level feedback (Services). You agree that by accessing the Site and/or Services, you have read, understood, and agree to be bound by all of these Terms and Conditions.
If you do not agree with all of these Terms and Conditions, then you are prohibited from using the Site and Services. We recommend that you print a copy of these Terms and Conditions for future reference.
1.2 The supplemental policies set out in Section 1.6 below, as well as any supplemental terms and condition or documents that may be posted on the Site from time to time, are expressly incorporated by reference.
1.3 We may make changes to these Terms and Conditions at any time. The updated version of these Terms and Conditions will be indicated by an updated “Revised” date and the updated version will be effective as soon as it is accessible. If we make any material changes, we will notify you by email (to the address associated with your account) or when you next log in to your account prior to the change becoming effective. We encourage you to periodically review this page for the latest information. Your continued use of the Site represents that you have accepted such changes.
1.4 We may update or change the Site from time to time to reflect changes to our products, our users' needs and/or our business priorities.
1.5 The Site is intended for users who are at least 18 years old. If you are under the age of 18, you are not permitted to register for the Site or use the Services without parental permission.
1.6 Additional policies which also apply to your use of the Site include:
2.1 It’sPing shall, during the subscription term specified in the Scope (as may be extended in accordance with this agreement) (Subscription Term), and in accordance with this agreement:
(a) provide the you and your Users with access to and use of the Site,
(b) perform the Services for you during the support hours and to the service levels specified in the Scope.
2.2 You shall only use the Services for its internal business operations and in accordance with this agreement.
2.3 You shall designate the Users, who will only be employees and contractors and the Permitted Affiliates, up to the maximum number specified in the Scope, and shall procure that only one individual uses each User account and accounts are not shared. If Customer wishes to procure additional User accounts above the maximum it shall execute an additional Scope.
2.4 The additional Users shall be coterminous with the pre-existing Subscription Term and you shall pay additional (Subscription Fees), as specified in the Scope, for the users at the rate specified in the Scope, pro-rated from the date of activation to the end of the current Subscription Term. It’sPing shall invoice the additional Subscription Fees at the end of the quarter in which activation occurred. You shall procure that the Permitted Affiliates and the Users comply with this agreement.
2.5 It’sPing shall use reasonable efforts to promptly correct any material non-conformance of the Service; however, It’sPing will not be liable for:
(a) the Site or Services to the extent damage is caused by these being used contrary to It’sPing’s instructions or this agreement or modified other than by, or on behalf, of It’sPing, or
(b) the Users’ connection to the System over the internet or integration to the System.
2.6 We continually change and improve our Services. It’sPing may alter the Services at any time without prior notice. We will endeavor to provide you with prior notice if we make a change to the Services resulting in an overall material decrease in functionality of the Services. If we do make a change that results in a material decrease in functionality, you may terminate your Subscription under Section 13.
2.7 It'sPing may use your company name and logo for promotional and marketing purposes.
3.1 It’sPing’s Services are billed on a subscription basis (Subscription) and you will be billed in advance on a recurring, periodic basis (called a Billing Cycle). The Billing Cycle for your Subscription is based on the Scope.
You agree to pay It’sPing any fees for each Service you purchase or use, in accordance with the pricing and payment terms presented to you for those Services in the Scope. Except as indicated in this Agreement or required by law, fees paid by you are not refundable.
3.2 It’sPing may change its fees for Services at any time. Except where you exceed the User limit indicated in a Scope, any changes to fees will apply from the start of your next Subscription Term.
If your use of the Services during a Billing Cycle exceeds the User limit indicated in the Service Order, we may charge you for the additional Users on a pro rata basis for the remainder of that Billing Cycle.
3.3 It’sPing may increase the Subscription Fees at the start of each Renewal Period by giving not less than 60 days' prior written notice to Customer.
3.4 Your Subscription for any Services will automatically renew at the end of each Subscription Term unless you cancel the automatic renewal of that Service by providing us with written notice:
(a) during the current Subscription Term for that Service; or
(b) up to 7 days after the beginning of the new Subscription Term for that Service.
To avoid doubt, automatic renewal does not guarantee that the price for Services paid during the previous Subscription Term will remain the same for the next Subscription Term.
3.5 You authorise us to charge for fees using the payment method indicated in the Scope. Unless otherwise agreed, payments for invoices are due 30 days after the invoice date. If you elect to pay by credit card, debit card, or any other billing method that supports automatic recurring payments, we will initially attempt to charge you using that billing method when payment is due, and payments will be considered overdue if payment is not received within 30 days of that due date. If It’sPing is required to initiate legal action due to non-payment of fees, Customer shall bear all costs resulting from the collection of such fees. You agree to keep your billing and billing contact information current and accurate.
3.6 Overdue payments may incur interest at the rate of 3% per month (or the highest rate permitted by law, if less) on the amount overdue, from the date that the relevant payment was due until that payment has been received. You will be responsible for all reasonable expenses (including lawyers’ fees) incurred by It’sPing in collecting such overdue amounts, except where:
(a) the overdue amounts are due to It’sPing’s billing inaccuracies; or
(b) you have sought to resolve a dispute using the dispute resolution process and that process is still active.
4.1 You may not access or use the Site for any purpose other than that for which we make the site and our services available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. You are responsible for your conduct and the conduct of your Users.
4.2 As a user of this Site, you agree not to:
5.1 Unless otherwise indicated, the Site and Services including source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (Our Content) are owned or licensed to us, and are protected by copyright and trade mark laws.
5.2 Except as expressly provided in these Terms and Conditions, no part of the Site, Services or Our Content may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
5.3 You shall not
5.4 We shall
(a) prepare the Site and Our Content with reasonable skill and care; and
(b) use industry standard virus detection software to try to block the uploading of content to the Site that contains viruses.
The Site may contain links to websites or applications operated by third parties. We do not have any influence or control over any such third-party websites or applications or the third-party operator. We are not responsible for and do not endorse any third-party websites or applications or their availability or content.
7.1 We reserve the right at our sole discretion, to (1) monitor the Site for breaches of these Terms and Conditions; (2) take appropriate legal action against anyone in breach of applicable laws or these Terms and Conditions; (3) refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any of your Contributions; (4) remove from the Site or otherwise disable all files and content that are excessive in size or are in any way a burden to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site and Services.
7.2 We will put in our best efforts to keep the Site secure or free from bugs or viruses but cannot guarantee absolute security.
7.3 You are responsible for configuring your information technology, computer programs and platform to access the Site and you should use your own virus protection software.
In this Agreement, Intellectual Property Rights means any and all present and future intellectual and industrial property rights, including any registered or unregistered forms of copyright, designs, patents, trade marks, service marks, domain names, good will and any commercial information.
8.1 It’sPing shall have a non-exclusive, royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Site and Service any suggestions, enhancement requests, recommendations or other feedback provided by You or your authorised Users relating to the operation of the Site and Service.
8.2 Nothing in this agreement will be deemed to transfer any intellectual property rights between the parties. Customer may use the Site and Services by viewing it in a browser or printing out copies for Customer’s use, but It’sPing reserve all other rights.
8.3 You grant It’sPing a non-exclusive licence to use the Customer Data for the purposes of providing the Site and Services
In this Agreement, Confidential Information means any information disclosed by a party (the Discloser) to the other party (the Recipient) in connection with the use of the Services that is marked confidential or would reasonably be considered as confidential under the circumstances. Customer Data is the Customer’s Confidential Information.
The parties shall each:
(a) keep confidential,
(b) only use for the purposes of this agreement, and
(c) only disclose in confidence to the recipient’s employees, contractors and advisors who need to know, the confidential information of the other party received in connection with this agreement, unless the confidential information:
(i) has become public knowledge otherwise than through a breach of this section,
(ii) can reasonably be shown to have been known by the recipient before being received from the discloser,
(iii) was obtained by a third-party that had not breached a duty of confidentiality, or
(iv) is required to be disclosed by law or a party’s regulatory body. Upon termination of this agreement each party shall on request promptly return or take reasonable steps to delete the confidential information of the other party.
This section shall survive the termination of this agreement.
10.1 In the course of using the Services, you or your Users may transfer to us customer data containing personal information. You agree and consent to the use, transfer, processing, and storage of customer data in accordance with this Agreement.
If you are based in the European Union while using our Services, we will process your personal information as a data processor on your behalf. In this case, you will be considered to be the data controller of the personal information as defined in Article 4(7) of the EU General Data Protection Regulation 2016/679 (GDPR) and the EU e-Privacy Directive (Directive 2002/58/EC).
Under no circumstances will any entity from It’sPing be deemed a data controller with respect to customer data under any relevant law or regulation.
10.2 It’sPing will store and process customer data in a manner consistent with industry security standards. It’sPing has implemented technical, organizational, and administrative systems, policies, and procedures to help ensure the security, integrity, and confidentiality of customer data and to mitigate the risk of unauthorised access to or use of customer data.
10.3 It’sPing will retain backup copies of customer data made in the ordinary course of business by It’sPing, for the purpose of enabling appropriate disaster recovery practices. Despite any other term in this Agreement, It’sPing will retain these backups for a period of up to 90 days from the time that each backup copy is generated. Thereafter, you agree and acknowledge that customer data will be irretrievably deleted from backups.
11.1 In this Agreement, Confidentiality Notice means:
11.2 You acknowledge and agree that by using the Services:
(a) your right to possess customer data is subject to the terms of any relevant Confidentiality Notice provided to your Users by It’sPing; and (b) It’sPing’s ability to show or transfer the Customer Data to you is subject to the terms of any relevant Confidentiality Notice provided to your Users by It’sPing.
12.1 Except as expressly and specifically provided in this agreement and to the fullest extent permitted by applicable law, regardless of whether you are a customer or a user:
12.1.1 You assume sole responsibility for all information, notifications, results, data or disclosures (collectively “Results”) obtained or delivered in the course of the use of the Site and Services, and It’sPing expressly disclaims any and all responsibility and liability in respect of such Results;
12.1.2 It’sPing shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to It’sPing by You in connection with the Services, or any actions taken by It’sPing at Your direction;
12.1.3 all terms implied by law are excluded from this agreement; and
12.1.4 the Site and Services are provided to You on an "as is" basis.
We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
12.3 If we fail to comply with these Terms and Conditions, we will be responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms and Conditions, but we would not be responsible for any loss or damage that were not foreseeable at the time you started using the Site/Services.
12.4 We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
12.5 Notwithstanding anything to the contrary contained in the Disclaimer/Limitation of Liability section, our liability to you for any cause whatsoever and regardless of the form of the action, will not exceed the total amount to 120% of the total Subscription Fees paid for the Users during the 12 months prior to the event giving rise to the liability or claim.
13.1 This agreement shall commence on the Effective Date and continue for the initial Subscription Term and for successive Renewal Periods thereafter, unless (a) either party notifies the other of its intention to terminate, giving at least 30 days’ notice, to take effect at the expiry of the initial Subscription Term or then current Renewal Period, or (b) otherwise terminates in accordance with this section.
13.2 Without limiting any other provision of these Terms and Conditions, It’sPing may terminate this Agreement for any reason by providing at least 90 days’ written notice to you and will provide a pro rata refund of any fees prepaid by you applicable to the period following the termination of this Agreement.
13.3 If we determine, in our sole discretion, that your use of the Site/Services is in breach of these Terms and Conditions or of any applicable law or regulation, we may terminate your use or participation in the Site and the Services or delete any content or information that you posted at any time, without warning, in our sole discretion.
13.4 If this Agreement is terminated:
(a) by you due to breach by It’sPing, we will provide you with a pro rata refund for any fees prepaid by you applicable to the period following the termination of this Agreement; or
(b) by It’sPing due to breach by you, we will bill you, and you will pay, for any accrued but unbilled fees, and you will remain liable to pay any invoices outstanding on the termination date.
In no event will expiration or termination of this Agreement relieve you of any fees payable for the period prior to the date of termination.
14.1 Visiting the Site, sending us emails, and chatting with our chatbot constitute electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing.
You hereby agree to the use of electronic signatures, contracts, orders and other records and to electronic delivery of notices, policies and records of transactions initiated or completed by us or via the Site. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.
14.2 These Terms and Conditions and any policies or operating rules posted by us on the Site or in respect to the Services constitute the entire agreement and understanding between you and us.
14.3 Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision.
14.4 We may assign any or all of our rights and obligations to others at any time.
14.5 We shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond our reasonable control.
14.6 If any provision or part of a provision of these Terms and Conditions is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions.
14.7 There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms and Conditions or use of the Site or Services.
14.8 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law and subject to the exclusive jurisdiction of the English courts.
14.9 The following are trade marks of It'sPing Ltd. You are not permitted to use them without our approval, unless they are part of material our Site explicitly states you are permitted to use.
14.10 In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us by email at email@example.com or by post to it’sPing, Flat 12, 19 Grange Road, London, UK SE1 3BT.