Quilder Product Terms & Conditions
– Fieldimp Limited
- These terms set out the agreement
("Agreement") between you (“you”) and Fieldimp Limited, a
company incorporated in Scotland under the Companies Acts with registered
number SC 560636 and whose registered office is at 5 Eagle Street,
Glasgow, Strathclyde, G4 9XA, United Kingdom ("Fieldimp").
Please read these terms carefully.
- By downloading, installing,
copying or otherwise using the Services (defined below) you agree to be
bound by all of the terms of this Agreement. You can only enter into this
Agreement on behalf of a company or such other business entity and you
represent that you have the authority to bind such entity to this
Agreement, in which case the terms "you" or "your"
shall refer to such entity.
- We licence use of the Services to
you on the basis of this Agreement and, if you have downloaded the Services
as an App, subject to any rules or policies applied by any appstore
provider or operator from whose site ("Appstore"), you downloaded
- Any hardware and software required
to operate the Services is specified on the Website. Please ensure that where
applicable your devices meet these requirements before downloading the
- The Services provide you with information
which Fieldimp believes to be accurate. Please note that Fieldimp can
give no assurances or warranty regarding the accuracy of such information.
Fieldimp excludes to the fullest extent permitted by law all liability
for the accuracy of information provided by the Service
- Fieldimp may change this Agreement
at any time. We will notify you of a change using the methods of
communication agreed between you and us from time to time. Such
notification may also happen when you next start to use the Services or
log on to the Website. The new terms and conditions may be displayed
on-screen and you may be required to read and accept them to continue
your use of the Service.
- From time to time updates to the Services
may be issued through the Website or the Appstore. Depending on the
update, you may not be able to use the Services until you have downloaded
or streamed the latest version of the Services and accepted any new
- All users of the Services will be
assumed to have obtained permission from the owners of the mobile
telephone or other devices that are used to download or stream the
Service. Charges may apply from Services providers for internet access when
using the Services on such devices. You accept responsibility for such
charges in relation to any device, whether or not it is owned by you.
are incorporated into this Agreement by reference and apply to the
- By using the Service, you
acknowledge and agree that internet transmissions are never completely
private or secure. You understand that any message or information you
send using the Services may be read or intercepted by others, even if
there is a special notice that a particular transmission is encrypted.
- The following terms shall have the
following meanings in this Agreement:
"Intellectual Property Rights" means patents,
inventions, know-how, trade marks (whether registered or unregistered),
design rights (whether registered or unregistered), copyright, database
rights, rights in data, together with any and all other intellectual
property rights, or rights of a similar nature, whether existing in the
United Kingdom or elsewhere, together with any applications for any of
"Licence Fees " means any fee payable for use of the Services
as described in this Agreement;
"Services" means the products and services including the
Software made available to you from time to time via the Appstore or the
Website, as may be updated or amended from time to time as notified to
you on the Website, together with data supplied with the software, and
"Software" means the Quilder software which you have
selected to download from either the Appstore or the Website. The term
"Software" shall also include any upgrades, modified versions
or updates relating to it and made available to you by Fieldimp; and
"Website" means the website accessible from the url
[www.quilder.com] or any subsequent URL which may replace it.
- Reference to any statute,
enactment, order, regulation or other similar instrument shall be
construed as a reference to the statute, enactment, order, regulation or
instrument as amended by any subsequent statute, enactment, order,
regulation or instrument or as contained in any subsequent re-enactment
- All headings included in this
Agreement are for ease of reference only and shall not affect the
interpretation or construction of this Agreement.
- Reference to "Clause"
is, unless otherwise provided, reference to a clause of this Agreement.
- GRANT OF LICENCE
- Subject to the terms of this
Agreement, Fieldimp hereby grants you a non-exclusive, non-transferable, revocable
licence to use the Services solely for your own business purposes.
- Notwithstanding the foregoing, you
acknowledge and agree that, depending on the version of the Services you
select to download, certain restrictions may apply to your use of the Services
and certain features of the Services may be unavailable to you or
available subject to certain limitations.
- You acknowledge that the foregoing
licence granted in Clause 3.1 extends only to the features and
functionality of the Services version as described in the Appstore and
Website and as paid for by you.
- TRIAL PERIOD
- Any charges payable by you for
your use of the Services will be notified to you. Certain charges may be
payable by you in advance before you download the Service.
- The Services may be made available
to you free of charge for an initial trial period and any charges payable
for your continued use of Services after this trial period ("Licence
Fees ") will be notified to you in advance.
- FEE FOR SERVICES
- If Licence Fees s apply:
- you must provide Fieldimp with
the necessary bank account or credit card details to enable payment; and
- Fieldimp will make the Services available
to you upon payment of the relevant Licence Fees.
- All Licence Fees s are inclusive
of UK Value Added Tax or any equivalent sales tax applicable in the
European Union, but are not inclusive of local sales taxes, levies or
duties that may apply to your use of the Services in any other
jurisdiction, and you shall be responsible for any such additional local
sales taxes and shall inform us of them.
- Unless otherwise stated by us or
required by law All payment obligations are non-cancellable and all
amounts paid are non-refundable. You are responsible for paying the Licence
Fees whether or not the Services is actively used.
- Fieldimp reserves the right to
modify its Licence Fees and to introduce new charges on or upon at least
30 days prior notice to you, which notice may be provided by e-mail.
- In addition to any other rights Fieldimp
has in this Agreement or otherwise, Fieldimp reserves the right to
suspend or terminate your access to the Services if you fail to pay any Licence
- LICENCE RESTRICTIONS
- Except as expressly set out in
this Agreement or as permitted by any local law, you agree:
- not to copy the Services except
where such copying is incidental to normal use of the Service;
- not to rent, lease, sub-license,
loan, translate, merge, adapt, vary or modify the Service;
- not to make alterations to, or
modifications of, the whole or any part of the Service, or permit the Services
or any part of it to be combined with, or become incorporated in, any
- not to reverse engineer or access
the Services or any part of the Services in order to:
- build a competitive product or
- build a product using similar
ideas, features, functions or graphics of the Service; or
- copy any ideas, features,
functions or graphics of the Service.
- not to disassemble, decompile,
reverse-engineer or create derivative works based on the whole or any
part of the Services or attempt to do any such thing without our express
- not to create internet
"links" to the Services or "frame" or "mirror"
any Services content on any other server or wireless or internet-based
- to keep all copies of the Services
secure and to maintain accurate and up-to-date records of the number and
locations of all copies of the Service;
- to include our copyright notice
on all entire and partial copies you make of the Services on any medium;
- not to provide or otherwise make
available the Services in whole or in part (including object and source
code), in any form to any person without prior written consent from Fieldimp;
- to comply with all technology
control or export laws and regulations that apply to the technology used
or supported by the Service.
- ACCEPTABLE USE RESTRICTIONS
- You must:
- not use the Services in any
unlawful manner, for any unlawful purpose, or in any manner inconsistent
with this Agreement, or act fraudulently or maliciously, for example, by
hacking into or inserting malicious code, including viruses, or harmful
data, into the Services or any operating system;
- not infringe our Intellectual
Property Rights or those of any third party in relation to your use of
the Service, including the submission of any material (to the extent that
such use is not licensed by this Agreement);
- not transmit any material that is
defamatory, offensive or otherwise objectionable in relation to your use
of the Service;
- not use the Services in a way that
could damage, disable, overburden, impair or compromise our systems or
security or interfere with other users;
- not collect or harvest any
information or data from the Services or our systems or attempt to
decipher any transmissions to or from the servers running the Service;
- use the Services only for your
internal business purposes.
- You agree that no title to any
Intellectual Property Rights in any part of the Services or the Website
are transferred to you. Title and ownership of all Intellectual Property
Rights in and to the Services and the Website shall remain the exclusive
property of Fieldimp and/or Fieldimp’s licensors.
- You acknowledge that you have no
right to have access to the Services in source code form.
- YOUR RESPONSIBILITIES
- You shall abide by all applicable
laws, treaties and regulations in connection with your use of the Services
including inter alia the Data Protection Act 1998, the Privacy and
Electronic Communications Regulations 2003 & 2011, the General Data
Protection Regulation ((EU) 2016/679), as may be amended, updated or
replaced with equivalent legislation from time to time.
- You shall:
- notify Fieldimp immediately if
you becomes aware of any unauthorised use of the Services and any other
known or suspected breach of security;
- report to Fieldimp immediately
and use reasonable efforts to stop immediately any copying or
distribution of the Services that is known or suspected by you; and
- not impersonate another Services user
or provide false identity information to gain access to or use the
- SERVICE OUTPUT
- You have sole responsibility for
the accuracy, quality, integrity, legality, reliability and
appropriateness of the data input from your account when using the
Service. For the avoidance of doubt, however, Fieldimp shall not be
responsible or liable for the deletion, correction, destruction, damage,
loss or failure to store any such data by you, or any person who, in Fieldimp’s
reasonable opinion, appears to be authorised by you.
- Fieldimp gives no undertakings in
relation to retention of the information output produced by you using the
- TERM AND TERMINATION
- The Agreement has effect from when
you agree to [it] or when you start using the Services (whichever is
sooner) and shall continue for the agreed term unless terminated earlier
in accordance with its terms.
- Either party may terminate this
Agreement, by giving the other party at least thirty (30) days prior
notice before payment of the next installment of the Licence Fees is
due. You may give such notice by following the process on the Website to
unsubscribe from the Service.
- Fieldimp shall be entitled to
terminate this Agreement and your access to the Services in the event
- you are in material breach of
this Agreement, including but not limited to failure to pay Licence Fees
s and such breach has not been cured within 14 days of notice of such
- you are in breach of the Licence
Restrictions at Clause 6 or the Acceptable Use Restrictions at Clause 7;
- you present a petition or have a
petition presented by a creditor for your winding up, or convene a
meeting to pass a resolution for voluntary winding up, or enter any
liquidation, other than for the purposes of a bona fide reconstruction
or amalgamation, call a meeting of your creditors or, have a receiver,
administrator or similar officer of all or any of your undertakings or
assets appointed, or be deemed by virtue of the relevant statutory
provisions under the applicable law to be unable to pay your debts.
- CONSEQUENCES OF TERMINATION
- On termination for any reason:
- all rights granted to you under
this Agreement shall cease;
- you must immediately cease all
activities authorised by this Agreement, including your use of the
- you must immediately delete or
remove the Services from all devices, and immediately destroy all copies
of the Services then in your possession, custody or control and, if requested
by Fieldimp, certify to Fieldimp that you have done so.
- REPRESENTATIONS AND WARRANTIES
- Each party represents and warrants
that it has the legal power and authority to enter into this Agreement.
- Fieldimp represents and warrants
that it will provide the Services with reasonable skill and care.
- You represent and warrant that you
have not provided any false information to gain access to the Services and
that, if we have requested it, your billing information is correct.
- You represent and warrant that you
are not using the Services as an individual or consumer.
- Except as otherwise provided in
this Clause 13, Fieldimp makes no representations or warranties and
expressly excludes the same whether express, implied or otherwise in so
far as it is not prevented by legislation from so doing.
- You acknowledge that no software
can be error free and agree that the existence of such errors in the Services
shall not constitute a breach of this Agreement.
- The parties agree that when using
the Website and the Service, they shall use all efforts to prevent the
transmission of viruses. However, neither party shall be liable to the
other for any losses suffered due to the transmission of such viruses.
- You shall indemnify and hold Fieldimp,
its licensors, subsidiaries, affiliates, officers, directors, employees
and agents harmless from and against any and all claims, costs, damages,
losses, liabilities and expenses, including legal fees and costs arising
out of or in connection with:
- a claim alleging that your use of
the Services is unlawful or infringes the rights of, or has caused harm
to, a third party; or
- a breach by you of your
representations and warranties; or
- a claim arising from a breach by
you of this Agreement; or
- any negligent act or omission by
- any claims arising from any
Intellectual Property Rights or third party infringement arising from
the combination of the Services with any of your products, service,
hardware or business process.
You expressly give us permission to include and publish your business name
and logo on lists of our customers. If you wish to withdraw this
permission at any time then please contact us at firstname.lastname@example.org
- INTERNET DELAYS
The Services may be subject to limitations, delays and other problems
inherent in the use of the internet and electronic communications. Fieldimp
is not responsible for any delays, delivery failures, or other damage
resulting from such problems.
- LIMITATION OF LIABILITY
- Fieldimp shall not be liable for
any consequential loss, damage, or corruption of other software or data,
or for loss of profit, business, revenue, goodwill or anticipated
- Subject to the provisions hereof
and except insofar as Fieldimp’s liability may not be excluded or limited
by law, you acknowledge and agree that Fieldimp’s entire maximum and
aggregate liability to you whether under this Agreement or otherwise
(including under the laws of negligence) shall be limited to the total of
the Licence Fees paid by you in the 12 month period immediately
preceding the event giving rise to such claim.
- Nothing in this Agreement shall
limit or exclude Fieldimp’s liability for:
- death or personal injury
resulting from Fieldimp’s negligence; or
- fraud or fraudulent
- any other liability that cannot
be excluded or limited by Scots law.
- FORCE MAJEURE
Fieldimp shall be under no liability to you in respect of anything which
may constitute a breach of this Agreement arising by reason of force
majeure, namely, circumstances beyond the control of Fieldimp which shall
include, but shall not be limited to, acts of God, perils of the sea or
air, fire, flood, drought, explosion, sabotage, accident, embargo, riot,
civil commotion or civil authority, including acts of local government and
parliamentary authority; inability to supply the materials necessary to
provide the Services, breakdown of equipment and labour disputes of
whatever nature and for whatever cause arising including, but without
prejudice to the generality of the foregoing, work to rule, overtime bars,
strikes and lockouts.
Failure or neglect by Fieldimp to enforce at any time any of the
provisions of this Agreement shall not be construed nor shall be deemed to
be a waiver of Fieldimp’s rights hereunder nor in any way affect the
validity of the whole or any part of this Agreement nor prejudice Fieldimp’s
rights to take subsequent action.
In the event that any of these terms, conditions or provisions shall be
determined by any competent authority to be invalid, unlawful or
unenforceable to any extent, such term, condition or provision shall to
that extent be severed from the remaining terms, conditions and provisions
which shall continue to be valid to the fullest extent permitted by law.
- ENTIRE AGREEMENT
understanding between us in relation to the Services and supersedes any
previous agreement and understanding between the parties hereto, relative
to the subject matter hereof.
- If you wish to contact us in
writing, or if any condition in this Agreement requires you to give us
notice in writing, you can send this to us by e-mail or by prepaid post
to the address stated on the Website. We will confirm receipt of this by
contacting you in writing, normally by e-mail.
- If we have to contact you or give
you notice in writing, we will do so by e-mail or by pre-paid post to the
address you provide to us.
- You shall not be entitled to
novate, assign or transfer your rights and/or obligations under this
Agreement without the prior written consent of Fieldimp. Fieldimp reserves
the right to novate, assign or transfer its rights and/or obligations
under this Agreement at any time without reference to you.
- Nothing in this Agreement is
evidence of a joint venture or partnership. Neither party is the agent of
the other and neither party shall give any undertaking on behalf of the
- If there is a conflict between
this Agreement and any provision in any supplemental agreement or policy,
the provisions of this Agreement will prevail, unless that supplemental
agreement or policy expressly provides to the contrary.
- GOVERNING LAW
The parties hereby agree
that this Agreement shall be construed in accordance with and governed by Scots
law and both parties hereby agree to submit to the exclusive jurisdiction of
the Scottish courts in all matters relating to this Agreement.