INTELLECTUAL PROPERTY RIGHTS
SUBSCRIPTION TERM, RENEWAL AND FEES PAYMENT.
You may be required to purchase or pay a fee to access some of our services. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the site/software. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. VAT (Value added Tax) will be added to the price of purchases as deemed required by us. Prices may be changed at any time. All payments shall be in £GBP. Each amount is payable, in full, upon the receipt of the subscription plan.
Your subscription begins as soon as your initial payment is processed. Your subscription will automatically renew each month without notice until you cancel unless agreed otherwise. You authorise us to store your payment method(s) and to automatically charge your payment method(s) every month until you cancel.
In consideration for the provision of the Service, the Customer shall pay us the applicable fees per the purchased Subscription, as set out in the accepted pricing quote/order form (the “Subscription Fees”). Unless indicated otherwise, Subscription Fees are stated in £GBP. The Customer hereby authorises us, either directly or through our payment processing service, to charge such Subscription Fees. Unless expressly set forth herein, the Subscription Fees are non-cancellable and non-refundable. The Company reserves the right to change the Subscription Fees at any time, upon notice to the Customer if such a change may affect Customer’s existing subscriptions upon renewal. In the event of failure to collect the Fees owed by Customer, we may, at our sole discretion (but shall not be obligated to) retry to collect at a later time, and/or suspend or cancel the Account, without notice.
The Subscription Fees are exclusive of any and all taxes (including without limitation, Value Added Tax, sales tax, use tax, excise, goods and services tax, etc.), levies, or duties, which may be imposed in respect of these Terms and the purchase or sale, of the Service hereunder (the “Taxes”), except for Taxes imposed on our income. If the Customer is located in a jurisdiction which requires the Customer to deduct or withhold Taxes or other amounts from any amounts due to us, please notify us, in writing, promptly and we shall join efforts to avoid any such Tax withholding, provided, however, that in any case, Customer shall bear the sole responsibility and liability to pay such Tax and such Tax should be deemed as being added on top of the Subscription Fees, payable by Customer.
During the Subscription Term, a Customer may upgrade its Subscription Plan by either: (i) adding Authorized Users; (ii) upgrading to an enhanced Subscription Plan; (iii)adding add-on features and functionalities; and/or (iv) upgrading to a longer Subscription Term and (v) adding on extra projects (collectively, “Subscription Amendments”). Some Subscription Amendments or other changes may be considered as a new purchase, and will restart the Subscription Term. Upon a Subscription Amendments, Customer will be billed for the applicable increased amount of Subscription Fees, at our rates indicated in an Order Form, either: (1) pro-rata for the remainder of the then-current Subscription Term, or (2) whenever the Subscription Term is being restarted due to the Subscription Amendments, then the Subscription Fees already paid by Customer will be deducted from the new upgraded Subscription Fees, and the difference shall be payable by the Customer upon the date on which the Subscription Amendment was made.
Where the Company believes that the Customer and/or any of its Users, have misused the Service or otherwise used the Service in an excessive manner compared to the anticipated standard use (at our sole discretion), the Company retains the right to offer the Subscription in different pricing and/or impose additional restrictions as for the upload, storage, download and use of the Service, including, without limitation, restrictions on Third Party Services, network traffic and bandwidth, size and/or length of content, quality and/or format of content, sources of content, volume of download time, etc.
As part of registering, or submitting billing information, to the Service, the Customer agrees to provide us with updated, accurate and complete billing information, and the Customer authorises the Company (either directly or through our affiliates, subsidiaries or other third parties) to charge, request and collect payment (or otherwise charge, refund or take any other billing actions) from the Customer’s payment method or designated banking account, and to make any inquiries that we may consider necessary to validate the Customer’s designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from the Customer’s credit card company or banking account (e.g., updated expiry date or card number as may be provided to us by the Customer’s credit card company).
In order to ensure that the Customer will not experience any interruption or loss of services, the Customer’s Subscription includes an automatic renewal option by default. Unless the Customer cancels its Subscription prior to its expiration, the Subscription will automatically renew upon the end of the then applicable Subscription term, for a renewal period equal in time to the original Subscription Term (excluding extended periods) and, unless otherwise notified to the Customer, at the same price (subject to applicable Tax changes and excluding any discount or other promotional offer provided for the first Subscription Term). Accordingly, unless either the Customer or we the Company cancel the Subscription prior to its expiration, we will attempt to automatically charge the Customer the applicable Subscription Fees upon or immediately prior to the expiration of the then applicable Subscription Term. If the Customer wishes to avoid such auto-renewal and you wish to cancel your subscription, you are required to inform us by emailing their Frame Solutions account manager at least one month in advance of your subscription renewal date. Failure to comply with this notice period may lead to the automatic renewal of your subscription and the associated fees being charged to your account.
Certain Services may be non-refundable. In such event we will identify such Services as non-refundable, and the Customer shall not be entitled, and we shall not be under any obligation, to terminate the Service and give a Refund.
If, at any time, we record a decline, chargeback or other rejection of a charge of any due and payable Subscription Fees on the Customer’s Account (“Chargeback”), this will be considered as a breach of the Customer’s payment obligations hereunder, and Customer’s use of the Service may be disabled or terminated. In this event such use of the Service will not resume until the Customer re-subscribes for any such Service, and pay any applicable Subscription Fees in full, including any fees and expenses incurred by us and/or any Third-Party Service for each Chargeback received (including handling and processing charges and fees incurred by the payment processor), without derogating from any other remedy that may be applicable to us under these Terms or applicable law.
You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorise us to charge your chosen payment provider for any such amounts upon making your purchase. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the site/software. Customer will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on subscriptions purchased and not actual usage, (ii) payment obligations are non- cancellable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
You may not access or use the site/software for any purpose other than that for which we make the site/software available. The site/software may not be used in connection with any commercial endeavours except those that are specifically endorsed or approved by us. As a user of the site/software, you agree not to:
Reproduce, display, disclose, distribute, sub-license or provide access to any third party. Consequently, you will not create an application programming interface (API) that functions substantially the same as Frame Solutions Software or website, sub-license or provide access to it to any third party.
Perform an action of introducing to Frame Solutions Ltd products and services any viruses, worms, defects, trojan horses, malware, or any items of a destructive nature.
Publish any material that is false, defamatory, abusive, harassing or obscene.
Violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail, junk mail, spam or chain letters; infringe property rights; or otherwise violate applicable laws, ordinances or regulations.
Perform or disclose any benchmarking or availability testing of the Frame Solutions Ltd API’s
Perform or disclose any performance or vulnerability testing of the Frame Solutions Ltd API’s without prior written approval, or perform or disclose network discovery, port and service identification, vulnerability scanning, password cracking or remote access testing of the Frame Solutions Ltd API’s.
Perform cyber currency or crypto currency mining.
Disclose correspondence to third parties between yourselves and us which includes pricing, Order Forms or any other documents.
Interfere with or disrupt the Frame Solutions Ltd API’s, Cloud Services or the servers or networks providing the Frame solutions API’s.
Promote or facilitate unlawful online gambling or disruptive commercial messages or advertisements.
Reverse engineer or attempt to extract the source code from any Frame Solutions Ltd API or any related software, except to the extent that this restriction is expressly prohibited by applicable law.
Use the Frame Solutions Ltd API for any activities where the use or failure of the Frame Solutions Ltd API could lead to death, personal injury, property damage or environmental damage.
Use, distribute or provide access to an Frame Solutions Ltd API to a third party that will use the functionality of the API Client to monetise or compete with Frame Solutions Ltd products and services.
Access or use the Frame Solutions Ltd API’s in order to build or support, and/or assist a third party in building or supporting, products or services competitive to Frame Solutions ltd.
USER GENERATED CONTRIBUTIONS
1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not, and will not, infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
4. Your Contributions are not false, inaccurate, or misleading.
5. Your Contributions are not unsolicited or unauthorised advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libellous, slanderous, or otherwise objectionable (as determined by us).
7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
8. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
9. Your Contributions do not violate any applicable law, regulation, or rule.
10. Your Contributions do not violate the privacy or publicity rights of any third party.
11. Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
12. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
13. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the site/software ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the site/software at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our site/software. We also reserve the right to modify or discontinue all or part of the site/software without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the site/software.
TERM AND TERMINATION
Your access to and use of Frame Solutions services, may be terminated or suspended at any time by us with or without notice ( and without us having any liability) in the event:
Where a product or service is withheld or no longer provided.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
If your account is terminated your right shall immediately cease to access, and discontinue all use of site/software, the all amounts payable to us by you shall become immediately due and owing. For the avoidance of doubt, no refund of fees paid in advance shall be due in respect of any unexpired portion of the then-current term.
These conditions are governed by and interpreted following the laws of the United Kingdom, and the use of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. If your habitual residence is in the EU, and you are a consumer, you additionally possess the protection provided to you by obligatory provisions of the law of your country of residence. Frame Solutions Ltd and yourself both irrevocably agree that the Courts of the England shall have exclusive jurisdiction to hear, settle and/or determine any dispute, controversy or claim (including any non-contractual dispute, controversy or claim) arising out of or in connection with this agreement, including any question regarding its existence, validity, formation or termination. For these purposes, each party irrevocably submits to the jurisdiction of the English Courts, which means that you may make a claim to defend your consumer protection rights in regards to these Conditions of Use in England only.
Class Action Waiver. WHERE PERMITTED UNDER APPLICABLE LAW, YOU AND FRAME SOLUTIONS LTD AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Frame Solutions Limited mutually agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
If any dispute arises between the Parties in respect of this Agreement, or any related document; a Party must (a) issue a written notice to the other Party notifying them of the existence of a dispute; and (b) use good faith efforts to resolve the dispute through negotiation.
In the event that negotiations do not resolve the dispute within 15 Business Days (or such longer period as may be agreed between the Parties), the dispute will be referred to the respective chief executive officers (or their nominees - external counsel excluded) of each Party for good faith negotiations as a matter of escalation.
Neither Party may file an action to resolve a dispute prior to 30 Business Days (or such other period as may be agreed between the Parties) after an escalation to the chief executive officers.
Exceptions to informal negotiations.
The parties agree that the following disputes are not subject to the above provisions concerning informal negotiations (a) any disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a party; (b) any dispute related to, or arising from, allegations of theft, privacy, invasions of privacy, or unauthorised use; and (c) Any claim for injunctive relief. If this provision is found to be illegal or unenforceable then neither party will elect to arbitrate any dispute falling within that portion of this provision found to be illegal or unenforceable such dispute shall be decided by a court of competent jurisdiction when the courts listed for a jurisdiction above, and the parties agreed to submit to the personal jurisdiction of that court.
There may be information on the site/software that contains typographical errors, inaccuracies, or admissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the site/software at any time or without prior notice.
The site/software is provided on an as is and as available basis. You agree that your use of the site/software and our services be at your sole risk. To the fullest extent permitted by the law, we disclaim all warranties, express or implied with the site/software and your use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We make no warranties or representations about the accuracy or completeness of the site/software content or the content of any website/software linked to the site/software that we assume no liability or responsibility for (1) Errors, mistakes, or inaccuracies of content and materials, (2) personal injury or property damage, of any nature whatsoever, resulting from your access to and the use of the site/software/application, (3) Any unauthorised access to or use of our secure service and/or any and all personal information and or financial information stored therein (4), any interpretation or cessation of transmission to or from the site/software, (5) any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the site/software/application by any third party, and all (6) Users must establish reasonable security precautions, accuracy checks and back up procedures in respect of its data and operational procedures “Safeguards” to guard against possible unauthorised access, inaccuracy, or loss of its data howsoever caused, in its Use of the Services. (7) any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the site/software. We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the site/software/application, any hyperlinked website/software, or any website/software or mobile application featured in any banner or any other advertising. We will not be party to or in any way be responsible for monitoring transactions between you and any other third party providers of products or services. As with the purchase of a product or service through any medium or in any environment, use best judgment and exercise caution where appropriate.
LIMITATIONS OF LIABILITY
The user acknowledges that Frame Solution Ltd must limit its liability and agrees that in no event will Frame Solutions Ltd or their directors, employees, or agents be liable to you or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including loss of profit, loss of revenue, loss of data, or other damages arising from your use of the site/software, even if we have been advised of the possibility such damages.
Notwithstanding anything to the contrary contained herein, any liability of Frame Solutions Ltd arising in connection with this Agreement shall not exceed the sum of five thousand pounds Great British Pounds (£5,000).
Frame Solutions Limited shall not be liable for any damages arising from negligence or otherwise that results from users’ failure to apply Safeguards.
USE OF COMPANY LOGO & BRANDING MATERIAL AGREEMENT
"Upon acceptance of these Terms & Conditions, you grant us a non-exclusive, transferable, worldwide, royalty-free license to use, display, reproduce, and exhibit your company's logo, trademark, and related branding materials ('Branding Materials') that you furnish to us or that we gather from publicly available sources, for the purpose of showcasing them on our website and in other marketing or promotional content. You confirm and assure that you have the sufficient rights to confer the licenses detailed in this paragraph and that your delivery of the Branding Materials and our approved usage of such materials under these Terms & Conditions will not breach, infringe upon, or misappropriate any proprietary rights of any third party. You consent to indemnify and hold us, including our executives, officers, employees, and agents harmless against any demands, losses, damages, liabilities, including legal costs and fees, arising from our use of the Branding Materials in compliance with these Terms & Conditions."
We will maintain certain data that will transmit to the site/software for the purposes of managing the performance of the site/software, as well as data relating to your use of the site/software. Although we perform regular routine backups of your data, you are solely responsible for all of your data that you transmit or that relates to any activity you have undertaken while using the site/software. You agree that we have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any loss or corruption of such data.
Electronic communications, transactions and signatures
Visiting the site/software, sending the Company emails, and completing online forms constitute electronics communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications Frame solutions Ltd provides you electronically, via email and on the site/software, 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/software do hereby waive any rights or requirements under any statute, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records.
In order to resolve a complaint regarding the site/software or to receive further information regarding the use of the site/software please contact us:
Frame Solutions Limited.
The Coach House,
IG9 5RD United Kingdom
Last updated – 1 June 2023