Terms and Conditions

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These are the only terms and conditions under which we are willing to provide services to you. By using the site you agree to be bound by them.

We are:

Gloo Software Limited
Registered in England and Wales, Number: 6483042
VAT Registration Number: 993 4418 28

Our address is:

2A Forest Drive
Theydon Bois
Epping
Essex
CM16 7EY
United Kingdom

Our Web site is:

www.gloosoftware.com

Our e-mail address is:

admin@atomservice.co.uk

You are:

Anyone who pays us for our services or uses the site for demonstration purposes

The terms and conditions:

• 1 The Service
  • 1.1 The Service includes, and is limited to, a web site allowing you access to and use of a single ATOM Account, with Support from Gloo Software Limited. "ATOM" referred to herein means the Gloo Software system ATOM, a server based software product that allows companies to manage their sales and purchase orders, keep track of communications with clients and suppliers and store related documents and images.
  • 1.2 An "ATOM Account" or "Account" means a web site, provided by Gloo Software Limited in exchange for your payments, where you may use ATOM to create, update, share and publish information, data, text, messages or other materials ("Content").
  • 1.3 You may, through a mechanism provided by Gloo Software as part of your Account, define Users. You may define Users as "Online" (Users with permission to log on to Your Account using a password) or "Offline" (Users without permission to access Your Account)
  • 1.4 Gloo Software will provide the Service in accordance with this Agreement.
  • 1.5 Gloo Software may at its sole discretion modify the features of the Service from time to time without prior notice.
• 2 Basis of contractual relationship
  • 2.1 Subject to the terms set out in this document and to your compliance with our Acceptable Use Policy ("AUP" as set out in the Schedule) we agree to provide to you The Service at the prices we charge from time to time, such prices also being stated on our web site. We now refer to the prices of services we sell to you as the "Price".
  • 2.2 The information on our Web site is to be treated in law as an invitation to you to make an offer, and not itself an offer. Accordingly, there is no contract between us until we have accepted you as a client or customer by confirmation by letter or e-mail.
  • 2.3 We are free to refuse your order or to offer to supply you at a different price or under different conditions.
  • 2.4 This document forms the basis of the contract between us automatically upon your acceptance.
• 3 Identification of the Service
  • You acknowledge that:
  • 3.1 You buy as a business and not as a consumer;
  • 3.2 You understand exactly what is included in the Service;
  • 3.3 You are satisfied that the Service is suitable and satisfactory for your requirements;
  • 3.4 By agreeing to these terms you have not relied on any representation or information from any source except the definition and explanation of the Price and the Service given on our web site.
• 4 Alteration to these terms
  • 4.1 We reserve the right to change these terms. We will give you 28 days notice of any change by email.
  • 4.2 Your use of the Service will be deemed as acceptance of the changes terms. We advise users to regularly check these terms and conditions over the Web site.
• 5 Price Changes
  • The Price is set out on our Web site. We may change our prices at any time. We will give you 28 days notice of any change by email.
• 6 Payment and value added tax
  • 6.1 You agree to pay the Price monthly for the Service, together with value added tax at the then current rate. If you can satisfy us that you are resident in a country not liable to value added tax, then we shall not charge it to you.
  • 6.2 You may pay by cheque or using an Electronic Funds Transfer mechanism such as a Standing Order. If you pay by cheque it is your responsibility to make sure cleared funds are in our account by the due date.
  • 6.3 Payment is due in advance, on the first day of each month in which the Service will be used.
• 7 Late payment
  • 7.1 You acknowledge that if any payment for use of the Service is not received in our bank by the first day of each month, we may suspend the Service and / or cancel these terms.
• 8 Termination, Suspension and Cancellation
  • 8.1 These terms may terminate upon either of us giving the other one month’s notice in writing addressed by post to the last known land address or by email to the last known email address of the other of us. For this and all purposes in connection with these terms, our addresses are as at the head of this document.
  • 8.2 If your cancellation is to be effective, you must give us full information to enable us to identify:
    • who you are and
    • that you have proper authority to cancel
  • 8.3 These terms may also terminate when we terminate it, without notice, on account of your failure to comply with these terms and the AUP.
  • 8.4 In the event of termination or Suspension, Your Account will be disabled and you may not be granted access to Your Account or any files or other Content contained in Your Account, and Gloo Software may delete your Content. In the event of termination, Gloo software may also withdraw and at its discretion reallocate the public web address of Your Account.
  • 8.5 If you terminate your Account and request that Gloo Software delete Content and files contained in your Account, Gloo Software will make all reasonable efforts to do so.
• 9 Money refund
  • You are not entitled to a refund of any fees paid to us:
  • 9.1 even if you terminate these terms earlier than the contracted date, or
  • 9.2 if we terminate these terms because you have failed to comply with our AUP.
• 10 Interruption to services
  • 10.1 If it is necessary for us to interrupt the Services, we will give you reasonable notice where this is possible and when we judge the down time is such as to justify telling you.
  • 10.2 You acknowledge that the Services may also be interrupted for many reasons beyond our control.
  • 10.3 You agree that we are not liable to you for any loss, foreseeable or not, arising from any interruption to the Services.
• 11 Technical support
  • "Support" means technical support from Gloo Software via electronic mail and via telephone during Gloo Software’s normal operating business hours. Gloo Software explicitly DOES NOT provide telephone support outside its normal operating business hours.
  • Normal operating business hours are defined as: Monday-Friday from 7:00am to 7:00pm (GMT/BST).
• 12 Intellectual property ownership
  • 12.1 Gloo Software and any third party as part of the Service retain ownership of all proprietary rights in the Service and in all trade names, trademarks and service marks associated or displayed with the Service.
  • 12.2 You may not reverse engineer, reverse compile or otherwise reduce to human readable form any software associated with the Service.
  • 12.3 Our use of any Intellectual property belonging to us or to any third party as part of the Services shall not operate to transfer any right to you permanently.
• 13 Confidentiality
  • We are both aware that in the course of business, we will each have access to and be entrusted with information in respect of the business and operation of the other and their dealings, transactions and affairs, and/or any and all other proprietary information belonging to the other relating to his business or businesses and/or related affairs, all of which information (written, oral or otherwise) is or may be confidential. Accordingly, you and we hereby undertake for us and every employee or sub-contractor whose services we may use both during and after completion of these terms:
  • 13.1 that neither we nor you will divulge to any person whatever or otherwise make use of (and shall use their best endeavours to prevent the publication or disclosure of) any trade secret or confidential information;
  • 13.2 that both of us shall make all of them aware of the confidentiality of information and the provisions of this paragraph and to take all such steps as shall from time to time be necessary to ensure compliance with these provisions.
• 14 System and Network Security
  • 14.1 You agree not to access the service by any other means other than through the interfaces that are provided by Gloo Software for use in accessing the Service.
  • 14.2 You agree that you will not, and you will not allow any other person to, violate or attempt to violate any aspect of the security of our systems.
  • 14.3 You understand that any such violation is unlawful in many jurisdictions and that any contravention of law may result in criminal prosecution.
  • 14.4 You are responsible for maintaining the security of Your Content and Atom Account, and you are fully responsible for all activities that occur under the Account and any other actions taken in connection with the ATOM Account, including those of your Users. You agree to notify Gloo Software of any unauthorised uses of the Account or any other breaches of security. Gloo Software cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
  • 14.5 Examples of violations are:
    • 14.5.1 accessing data unlawfully or without consent;
    • 14.5.2 attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures;
    • 14.5.3 attempting to interfere with service to any user, host or network, including, without limitation, via means of overloading, "flooding", "mail bombing" or "crashing";
    • 14.5.4 forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting;
    • 14.5.5 taking any action in order to obtain services to which you are not entitled.
• 15 Privacy policy and exception
  • 15.1 You agree to the Gloo Software Privacy Policy provided through your Service web site.
  • 15.2 You agree that we may disclose your information including assigned IP numbers, account history, account use, etc. to any judicial or proper legal authority who makes a written request without further consent or notification to you.
• 16 No duty to monitor
  • We are under no obligation to monitor or record the activity of any customer for any purpose, nor do we assume any responsibility through our AUP or otherwise to monitor or police Internet-related activities.
• 17 Acceptable Use Policy (AUP)
  • 17.1 You agree to comply with the AUP set out in the Schedule as modified from time to time and notified to you.
  • 17.2 We will give you 3 month’s notice of any change to the AUP.
  • 17.3 We agree that the AUP shall not be altered in such a way as to change any fundamental provision of these terms nor to impose an unreasonable or unduly expensive obligation upon you.
  • 17.4 If in our absolute discretion we think that you have violated our AUP, we shall notify you of this by email. We may suspend service to you pending further investigation.
  • 17.5 In any case we may suspend all the Services without notice if we reasonably believe the circumstances justify this to protect others or ourselves or to comply with any law. In making the decision to suspend we are not obliged to consider the cost or damage to you that may be caused by suspension of the Services to you.
  • 17.6 Money will not be refunded to you in respect of any period during which Services are suspended.
• 18 Your contact details
  • You undertake to provide to us your current land address email address fax and telephone numbers as often as they are changed.
• 19 Limitation of liability
  • 19.1 We give no warranty in connection with the Service.
  • 19.2 We do not represent that the Service are suitable for your use.
  • 19.3 You have not relied on us as "experts" in any area.
  • 19.4 You agree that in entering into these terms you have not relied on any representation or other information except the list of services and the prices posted on our web site.
  • 19.5 We accept no responsibility for:
    • any malfunction in hardware provided by you;
    • any malfunction in any software whether provided by you or by us;
    • any aspect whatever of the Content of your Account.
  • 19.6 You agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us in the immediately preceding 12-month period.
  • 19.7 (for the avoidance of doubt) we shall not be liable to you for loss of profits goodwill or any type of special indirect or consequential loss (including loss or damage suffered by you as a result of an action brought by a third party) even if such loss was reasonably foreseeable or we had been advised of the possibility of your incurring it.
• 20 You indemnify us
  • You agree to indemnify us against all costs claims and expense arising directly or indirectly from:
  • 20.1 your failure to comply with the law of any country;
  • 20.2 the posting by you of any content on your web site;
  • 20.3 a breach of the intellectual property rights of any person;
  • 20.4 the posting by any third party with or without your knowledge of any material on your web site;
  • 20.5 any action taken or omitted by any third party in relation to your web site;
  • 20.6 any use of your Account for a purpose forbidden by these terms;
  • 20.7 and for the purpose of this paragraph you agree that the cost of our management and technical time is properly recoverable and can reasonably be valued at £60 per hour without further proof.
• 21 Force majeure
  • Neither party shall be liable for any breach of its obligations resulting from causes beyond its reasonable control including fire, natural disaster, war or military hostilities and strikes of its own employees, and in such a situation:
  • 21.1 Each of the parties agrees to give notice immediately to the other upon becoming aware of an event of force majeure such notice to contain details of the circumstances giving rise to it.
  • 21.2 If a default due to force majeure continues for more than 6 weeks then the party not in default shall be entitled to terminate these terms. Neither party shall have any liability to the other in respect of the termination of these terms as a result of force majeure.
• 22 Assignment
  • You shall not be entitled to assign the Services nor all or any of your rights and obligations under these terms without the prior written consent from us.
• 23 Dispute Resolution
  • In the event of a dispute arising out of or in connection with these terms and which has not been resolved following discussions and negotiations between a person or persons appointed or authorised by the parties then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
• 24 Waiver
  • Failure by us to enforce at any time or for any period any one or more of these terms shall not be a waiver of them or of the right at any time subsequently to enforce all terms.
• 25 Jurisdiction
  • These terms shall be interpreted according to the Laws of England and the parties agree to submit to the exclusive jurisdiction of the English courts.

Schedule

The Acceptable Use Policy

• 1 You, and not Gloo Software, are entirely responsible for all Content that you upload, post, transmit or otherwise make available via your Account. Gloo Software does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content.
• 2 The following material may not be stored on your Account:
  • 2.1 Copyright works;
  • 2.2 Commercial audio, video or music files;
  • 2.3 Any material which violates the law of any established jurisdiction;
  • 2.4 Unlicensed software;
  • 2.5 Any material that contains software viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  • 2.6 Any material which is harmful to minors in any way;
  • 2.7 Pornographic material;
  • 2.8 Any material promoting discrimination or animosity to any person on grounds of gender, race or colour;
  • 2.9 Links to any of the material specified in this paragraph.
• 3 You may not:
  • 3.1 use or permit others to use the Service to transmit "spam" or unsolicited commercial email ("UCE")
  • 3.2 publish or permit publication of, information that is advertised by UCE from other networks. If you do so, we may terminate the services.
• 4 You agree that Gloo Software has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Service. You acknowledge that Gloo Software may establish general practices and limits concerning use of the Service and may modify such practices and limits from time to time. Gloo Software retains the right to create limits on use and storage at our sole discretion at any time with or without notice.
• 5 You agree that You will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure

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