Terms and Conditions for Quotations dated after 1st December 2020
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Terms for Quotation dated prior to December 1st 2020
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Data Transfer Addendum for EU customers post 1st January 2021
Click here to download a copy of these terms
These are the terms and conditions on which we supply products to you and form the agreement between you and us for the Software and Services that we provide to you. ("Agreement")
In these Terms of Service:
“Software” refers to our proprietary software product(s), including any error corrections, updates and other modifications to those products; and
“Services” refers to any accompanying services that we supply to you, as may be specified and described in more detail below and in the specific product schedules (Product Schedule) below.
Each of our products has its own Product Schedule which details specific additional terms for the Service(s) that you are subscribing to and/or using
When we refer to “you”, we mean the person identified as being the Customer, whether an individual, corporate entity or otherwise.
The headings contained in these Terms are for convenience only and do not affect their interpretation.
All users of our Software and Services must be at least 16 years old. If you are under the age of 16, you are not permitted to use the Software or provide your personal information to us.
If you are an individual, or an entity, you undertake to ensure that all users who you authorise or invite to use the Software and Services will be at least 16 years old.
The entity in the GetBusy group that you are entering into an agreement with (the “we” and “us” referred to in these Terms of Service) will unless otherwise stated be the GetBusy company responsible for the Software and Services that you are subscribing to and/or using. This will be:
Our Head Office Address is:
Suite 8, The Works, 20 West Street, Unity Campus, Pampisford, Cambridge, CB22 3FT
Any individual reviewing these Terms of Service and entering into the Agreement on behalf of a business (or other) entity, warrants that they are duly authorised to act on behalf of that entity.
We give you permission to access and use and, where applicable, allow your employees and authorised contractors (“Authorised Users”) to access and use our Software and any content and materials that we supply to you as part of our Services (“GetBusy Content”) for your own legitimate purposes. This permission is dependent on your compliance with the use restrictions specified in this clause 1 and, if you are using our Cloud Services, clause 2.
You must comply, and where applicable ensure that your Authorised Users comply, with all applicable laws when using our Software and Services. They should not be used for evil.
You must not do any of the following and, where applicable, you must ensure that your Authorised Users don’t do these things:
You must use all reasonable endeavours to prevent any unauthorised access to, or use of, our Software, Services or GetBusy Content.
You must notify us promptly of any unauthorised access or use that you become aware of.
You agree to cooperate with us and provide such assistance and access to your systems, staff and information as we may reasonably require to provide our Software and Services to you.
2. Provision of Service
We will provide the Services that you have ordered with reasonable skill and care and in accordance with the terms applicable to those Services.
We make available free ‘self-help’ support content to all of our customers through the relevant websites.
These cloud services terms will apply to you unless you are only using the Virtual Cabinet product with no access to the Virtual Cabinet Portal or Virtual Cabinet Mobile products.
Our cloud services enable you to access and use our Software via the Internet (“Cloud Services”). If you use our Cloud Services, you must not and (if applicable) must ensure that your Authorised Users do not:
We may, in our discretion, remove or block access to any content that you or your Authorised Users store, distribute or transmit through the Cloud Services in breach of this clause 2.
We are not responsible for any non-availability or interruption to your access to the Cloud Services caused by any general internet connectivity issues or anything else outside of our reasonable control, such as any errors or unavailability caused by you or your Authorised Users.
Our Cloud Services may also occasionally be unavailable during system maintenance and upgrades.
3. Prices and Payment
Unless you are activating an account as a free user of our Software, the fees payable by you under the Agreement (“Fees”)will be in accordance with this clause and the specific Product
Schedule relating to the product you are using. If you fail to pay us on time, we may suspend your access to our Software and Services.
All amounts payable under the Agreement are exclusive of any applicable local taxes (such as value added tax or sales tax)which you must pay in addition where relevant, unless otherwise specified.
We reserve the right to:
4. Intellectual Property Rights
One or more members of the GetBusy group, of which we form part, owns, or has permission to use all copyright and other intellectual property rights in and relating to the Software, Services and GetBusy Content and you have no right, title or interest in or to them other than the right to use them in accordance with the terms of the Agreement.
We warrant to you that our provision and your use of the Software, Services and GetBusy Content in accordance with the Agreement, in itself, does not and will not infringe the copyright of any third party.
You must not do anything that could damage our reputation or otherwise bring the GetBusy group name and/or products into disrepute.
The Software, GetBusy Content, details of our Services and anything else that we expressly state to be confidential (or which ought reasonably to be considered confidential) is our confidential information which you must use and disclose only as permitted in these Terms of Service and the associated relevant Product Schedule.
We will treat your confidential information, including the details of your business or other affairs and any content that you upload or otherwise provide to us, as confidential except where you instruct us otherwise or where we are permitted to do something under this clause.
Except to the extent that any use or disclosure is expressly permitted in these Terms of Service or otherwise agreed in writing, each party:
Each party agrees that its confidential information may be disclosed by the other party to any employees, officers, representatives or advisers of the other party who need to know the information (provided they are subject to equivalent obligations of confidentiality) and/or to the extent that such disclosure is required by law, by any court of competent jurisdiction or by any regulatory or administrative body.
The confidential information of the other party will cease to be subject to the obligations of confidentiality set out in this clause if, and to the extent that, such information is or becomes publicly known other than through any act or omission of the receiving party, was in the other party's lawful possession before the disclosure, is lawfully disclosed to the receiving party by a third party without restriction on disclosure, or is independently developed by the receiving party and such independent development can be shown with reasonable corroboration of self-interested testimony.
6. Customer Content
You and your licensors own all right, title and interest in and to the documents, images, photographs, graphics, designs, data or other content that you or your Authorised Users upload or transmit through our Services or otherwise provide to us (“Customer Content”). You are responsible for ensuring the legality, reliability, accuracy and quality of all such content.
You give us permission to use your Customer Content to the extent necessary for us to perform our obligations under this Agreement.
If you are an organisation or corporate entity(rather than an individual user), you also give us permission to use your name and logo for the purpose of providing you with branding features within our Software and for the purpose of preparing and displaying promotional materials(such as case studies or testimonials) on our website.
You warrant that you own or are licensed to use all intellectual property rights in the Customer Content and that our use of such rights in accordance with the Agreement does not and will not infringe the rights of any third party. If someone brings a claim against us that our use of your Customer Content in accordance with this clause 6 and/or your instructions infringes the intellectual property rights of a third party, you shall indemnify us against any damage, loss or costs that we incur or suffer in connection with any such claim.
7. Partner Software
You acknowledge that the Software and/or Services may incorporate or require the use of software that we (and the wider GetBusy group) don’t own (“Partner Software”).
We do not provide any warranties or accept any liability in respect of the performance of the Partner Software.
Third party sites, resources and services
Our Software and Services may contain features and functions linking you to or providing you with certain functionality and access to third party sites, resources, products and services.
We do not warrant, endorse or assume responsibility for any such third-party sites, resources, products or services and we will not be a party to or in any way be responsible for monitoring any transaction between you and any such third party.
8. Application Programming Interfaces (APIs)
This clause applies to the use of any GetBusy application program interface (API), in designing, developing, and/or maintaining a computer program ("API Client Software") that can create, read, update, and/or delete user content at the Service. This clause also applies to any interaction by API Client Software with the Service.
As a condition of your right to use API, you must ensure:
Neither API Client Software or you may copy, store, transmit or otherwise distribute, display, perform, or otherwise make use of, any content or other intellectual property of any user of the Service without that user's permission.
All provisions of these Terms of Service apply to use of API, by you and/or by any API Client Software, in the same manner as those provisions apply to use of the Service (mutatis mutandis, that is, any necessary changes having been made). This includes, by way of example and not of limitation, the provisions concerning content and security; restrictions; warranty disclaimer; and limitation of liability.
As between you and GetBusy, you are 100% responsible for API Client Software and for your business generally; you will defend and indemnify us from any third-party claim arising from any person's use of API Client Software and/or from your business generally. This includes, without limitation, any claim that you or API Client Software failed to comply with applicable law.
From time to time, at our discretion, we may limit the number of transactions that can be sent or received, and/or the rate of sending or receiving, via the relevant GetBusy API.
GetBusy has the right to monitor use of API by any API Client Software. You will:
If you wish to use the Service or any Software yourself(apart from designing, developing, and/or maintaining API Client Software),then you must sign up for the appropriate account or service plan.
Without limiting the foregoing, you may not, and you agree to ensure that any API Client Software you cause to be produced will not, do any of the following:
If either you or any API Client Software fails to comply with the terms and conditions of this clause, then GetBusy may in its discretion block access to the Service by the API Client Software; in addition, by written notice to you, GetBusy may in its discretion do one or more of the following:
9. Data Protection
In this clause, unless the context otherwise requires, the following expressions have the following meanings:
“Controller”, “Data Subject”, “Personal Data”, “Processor” and “Process” or “Processing” have the meaning setout in the Data Protection Legislation in the context of the Agreement;
“Customer Personal Data” means the Personal Data that we Process on your behalf pursuant to this Agreement; and
“Data Protection Legislation” means the Data Protection Act 2018 and Regulation(EU) 2016/679 (General Data Protection Regulation), and any other relevant laws relating to the protection of personal data and the privacy of individuals (all as amended, updated or re-enacted from time to time).
It is agreed that you are a Controller and that we are a Processor acting on your behalf in respect of the Customer Personal Data.
Both parties shall comply at all times with the Data Protection Legislation and the affected party shall notify the other party promptly in the event of any breach of its obligations under the Data Protection Legislation which would affect or impact Customer Personal Data. The affected party shall indemnify the other party against all costs, expenses, liabilities, losses, damages and judgments that the other party incurs as a result of any failure by the affected party to comply with the Data Protection Legislation.
You undertake to provide all necessary notices to and obtain all necessary consents from Data Subjects to enable the use of the Customer Personal Data in accordance with the Data Protection Legislation.
To the extent that we are Processing the Customer Personal Data, we shall:
We may require you to reimburse any reason able costs that we incur in the performance of our obligations under this clause where we consider, in our reasonable discretion, that your requests go beyond what is reasonably necessary for your compliance (as a Controller) with the Data Protection Legislation in respect of the Processing that we carry out on your behalf.
There are other Terms that may apply to you…
These Terms of Service refer to the following additional terms, which also apply to your use of our site:
10. Limitation of Liability
Our total liability to you arising under or in connection with the Agreement(whether in tort, contract or otherwise) shall be limited, in the aggregate, to the Fees paid or payable to us in the subscription period of the Agreement during which the event giving rise to the claim
occurred (or, where the Agreement has already ended, in the final subscription period), up to a maximum amount of 3 months’ Fees.
We do not accept any responsibility or liability(whether in tort, contract or otherwise) for indirect, special or consequential loss or for any loss of profits, loss of business, depletion of goodwill, loss or corruption of data or information or pure economic loss.
Except as expressly specified otherwise in these Terms of Service or your Order, our Software, GetBusy Content and Services are provided on an “as is” and “as available” basis.
WE EXPRESSLY DISCLAIM, to the fullest extent permitted by law, all warranties, representations, conditions and all other terms implied by statute or common law including any implied warranties of merchantability, quality, title, fitness for a particular purpose and non-infringement.
The Software and Services are provided on an "as is" and "as available" basis. We make no warranty that the Software and Services will meet your requirements or be available on an uninterrupted, secure or error free basis.
You accept sole responsibility for all of your communications, interactions and transactions with other persons through the Software and Services.
Nothing in this clause will exclude or limit our liability to you in respect of death or personal injury caused by our negligence, fraud, fraud misrepresentation or anything else which cannot by law be limited.
11. Commencement, Duration and Termination
Commencement and Duration
The Agreement will commence in accordance with the Commencement clause in the relevant Product Schedule.
Termination Without Cause
Except for a free subscription, which may be terminated by either party without notice at anytime, either party may terminate the Agreement as specified in the relevant Product Schedule.
Termination With Cause
Either party may terminate the Agreement immediately or within a specified notice period, without affecting any of its other rights or remedies, by giving written notice to the other party if:
11.1 the other party materially breaches the terms of the Agreement (which may include a series of minor breaches) and fails to remedy that breach within 28 days after being notified in writing about the breach by the first party; or
11.2 the other party becomes bankrupt/insolvent; is unable to pay its debts; ceases or threatens to cease business; is subject to an order or a resolution for its liquidation, administration, winding up or dissolution (except as part of a solvent amalgamation or reconstruction); has an administrative (or other) receiver, manager or similar officer appointed over all or a substantial part of its assets; enters into or proposes an arrangement with its creditors; or is subject to any analogous event or proceeding.
12. On Termination
On expiry or termination of the Agreement, all permissions granted under the Agreement shall immediately terminate and you shall promptly pay to us any Fees due and payable. Any provisions of the Agreement that are expressly or by implication intended to survive after expiry/termination (such as the confidentiality and limitation of liability provisions) will continue in full force and effect.
Any notice that either party gives to the other under the Agreement must be sent in accordance with this clause or as otherwise specified in the Product Schedules.
Notices that you send to us are as specified in the relevant Product Schedule. We will send notices to you either by email (to the email address that you specify) or through the Services.
Note that if you receive a delivery failure notification in response to a notice that you send to us by email, that notice will not have been validly sent to us. The same applies if we send an email to you and receive a delivery failure notification. Other than this, notices will be deemed to have been received at the time of transmission.
We may amend any of the Agreement from time to time. If we make a material change to this Agreement, we will provide you with reasonable notice prior to the change taking effect, either by emailing the email address associated with your account or by messaging you through the Software or Services. You can review the most current version of the Terms of Service at any time by visiting this page. The materially revised Agreement will become effective on the date set forth in our notice or as otherwise stated on your Invoice, and all other changes will become effective upon posting of the change. If you (or any Authorised User) accesses or uses the Software or Services after the effective date, that use will constitute your acceptance of any revised Agreement.
15. Audit Rights
Provided that we give you reasonable advance notice, you agree to give us access during normal business hours to your premises, staff and systems to enable us to verify that you and your Authorised Users are accessing and using the Software in accordance with the Agreement.
If we carry out an audit under this clause, we’ll use reasonable endeavours not to cause any disruption to you and your business and we will comply strictly with the confidentiality provisions set out in these Terms of Service.
Each party must have in place, and ensure compliance with, appropriate policies and procedures to avoid the risk of bribery and fraud within its business and in connection with its dealings with third parties.
Each party warrants that it has not (and that its employees and contractors have not) offered, given or agreed to give, and promises that it (and its employees and contractors) will not offer, give or agree to give, to any person any non-trivial gift or consideration as an inducement or reward for doing or not doing anything in relation to obtaining the Agreement or performing any obligations under it.
17. Consumer Rights
If you’re using our Software and Services for your personal use and not for the purpose of business or trade, you’re probably a consumer. The law gives consumers extra rights that don’t apply to people doing things in the course of a business, trade or profession.
Before you use the Software or Service, you can find out more about us and our Software and Services on our website. Even if you’ve already submitted an order, you can still cancel it within 14 days of submission. You can tell us that you want to cancel by sending us an email to the notice address in the Product Schedule, or by completing and submitting the consumer model cancellation form available on our website and we will then refund any Fees that you paid to us when you subscribed.
18. General legal terms
The Agreement amounts to the entire agreement and understanding between you and us with respect to the Software and Services (and related subject matter) and replaces all prior agreements, permissions, negotiations and discussions between the two of us.
Except where these Terms of Service say otherwise, any changes to the Agreement will only be effective if they are in writing and signed by both parties.
We will not be liable for any delay in or for failure to perform our obligations under the Agreement if that delay or failure is caused by circumstances beyond our control including, for example, any failure of public or private telecommunications networks. The same will apply to you except in respect of your payment obligations.
The failure or delay of either party to exercise or enforce any right under the Agreement shall not operate as a waiver of that right or prevent its exercise or enforcement thereafter.
You may only sublicense, assign or transfer your rights or obligations under the Agreement with our prior written consent.
No individual or entity that is not a party to the Agreement will have any rights under the Contracts (Rights of Third Parties)Act 1999.
If any court or competent authority decides that any provision of the Agreement is unlawful or unenforceable, the remaining provisions of the Agreement will not be affected and will remain in full force and effect.
The Agreement and any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the laws of England and Wales.
Any such dispute or claim is to be finally decided by binding arbitration administered:
In any case, class or collection action arbitrations are not agreed to. Any resulting arbitration award may be enforced in any court having jurisdiction.
The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any such dispute or claim that is not required to be decided by arbitration.
Specific terms for GetBusy
Fees will be as specified in either a bespoke agreement (Bespoke Agreement) or in-product checkout page (In-Product Checkout Page), and may include professional services, support services and/or cloud services.
2. Discount and Promotion Codes
Discount sand promotion codes may not be exchanged for cash and are non-transferable. Promotion and Discount codes cannot be used in conjunction with any other discount offer or deal. Promotion and Discount codes may only be used once per customer. GetBusy reserves the right to terminate discounts at any time.
This Agreement will commence when you first use the Software and/or Services and will continue until you or we bring the Agreement to an end in accordance with these Terms of Service.
4. Termination without Cause
Either party may terminate the Agreement by giving written notice of termination to the other party. No credits or refunds will be made as a result of termination.
Notices thatyou send to us by email regarding Termination should be sent to:
Specific Terms for Virtual Cabinet
1. Self-Hosted Services
Where you host our Software yourselves it is your responsibility to put in place and operate appropriate internal network security measures and back-up procedures to protect your Customer Content.
Any change to the original provision will require assistance from us at costs to be agreed. Any change by you to the original provision may incur additional costs decided solely by us and result in loss of Service and Support.
2. Professional Services
2.1 We will provide any professional services to you that are specified in your Quotation. Examples of our professional services include implementation and on-boarding, data migration services and training.
2.2 We also offer additional support services which are detailed in your Quotation. This support will include advising and assisting you (and your Authorised Users, if any) with the correction of Software faults and errors and by providing workarounds, patches or other updates where necessary.
2.3 Where we have agreed to provide support services to you under a Quotation, we will do so via email, telephone, online chat or remote access (as appropriate), from Monday to Friday, during normal business hours in the country in which you are located (but excluding public holidays) on a reasonable endeavours basis. We will provide this support in accordance with your Quotation and our standard service level agreement which is available on request.
3.1 Fees will be specified in a quotation (Quotation) and you must pay the Fees to us in accordance with the payment terms and payment method specified in your Quotation.
3.2 Excluding any additions or upgrades to the service, Fees will be fixed within the initial agreement term (Initial Agreement Term) specified in your Quotation.
3.3 Any changes to services that result in a reduction of Fees, that reduction of Fees will not take effect until after the Initial Agreement Term, or after the annual anniversary of your subscription start date(Subscription Start Date) which is the period start date as shown on the initial invoice for the relevant Virtual Cabinet Software or Services, whichever is the later. Notice of changes to Service that results in a Fee reduction must be given no less than60 calendar days before this date.
3.4 Fees will be payable from the start of the calendar month for any installation that occur on or before the 14th of that month. For installations on or after the 15th of the month, the Fee's will be payable from the start of the following calendar month.
3.5 We reserve the right to:
3.5.1 begin billing the Fees in full to the Customer no later than 6 months after the Quotation has been signed. If the Customer has delayed installation of the product past 6 months, that will not be considered grounds for non-payment
3.5.2 charge £150 plus any expenses for any appointments if the Customer requests to delay or cancel that appointment within 24 hours of that appointment, or if any appointment is delayed more than once by the Customer.
3.5.3 charge you interest of 1.5% per month on any overdue amounts.
3.5.4 increase the Fees once a year outside of your Initial Agreement Term.
4.1 If you purchase any scanners or other computer related equipment (Equipment) from us under your Quotation, we will deliver the Equipment to the address specified in the Quotation (or any other address that we agree in writing).
4.2 The risk in the Equipment will pass to you on delivery by us to the agreed address and title will pass to you when we receive payment in full for the Equipment.
We do not provide any warranties or accept any liability in respect of the performance of Equipment; the terms of the manufacturer’s warranty will apply.
5.1 This Agreement will commence when you sign the Quotation and will continue for the Agreement Term or Duration as specified in your Quotation after your Subscription Start Date, after which time it will continue on an annual rolling basis in line with the Subscription Start Date, or until you or we bring the Agreement to an end in accordance with these Terms of Service.
6. Termination without Cause
6.1 Any fixed Agreement Term will be stated in your Quotation and would be for a Subscription Term which can be either monthly or annual and have an agreed fixed period for a specified initial term with no option to Terminate Without Cause within this Initial Agreement Term.
6.2 Outside of any fixed Agreement Term stated in your quotation, either party may terminate the Agreement on the annual anniversary of your Subscription Start Date giving written notice of termination to the other party of no less than 60 calendar days before this date.
Notices that you send to us by email should be sent to:
AUSNZNotices@VirtualCabinet.com if you're in Australia or New Zealand, or
Notices@VirtualCabinet.com if you're in the UK or the rest of the world.
Phone Contact details: