These terms and conditions apply as between you, the User of Services provided therein and First Option Software Limited (“FOS”), the owner(s) of the IssueCentre Helpdesk Services software (“IssueCentre”) and this Website.
User agreement to comply with and be bound by this Agreement and FOS’s agreement to grant any and all licences required is deemed to occur upon User acceptance of this Agreement as evidenced by their first use of the Services and their ongoing use of the Services.
Definitions and Interpretation
1.1 In these terms and conditions, unless the context otherwise requires, the following expressions have the following meanings:
means collectively the personal and corporate information, payment information and credentials used by Users to access the Services through the Web Site;
means the binding agreement that shall come into effect between the User and FOS following the User’s acceptance of these terms and conditions;
means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of the Website;
means collectively the online IssueCentre facilities, tools, services or information that FOS makes available through the Website either now or in the future;
means the sum of money paid by Users at monthly, annual or other agreed intervals to keep their Account active and to enable them to access the Services as shown on the Website from time to time;
means the period for which a subscription has been purchased and included a monthly and annual Subscription Period;
“User / Users”
means any third party that accesses the Website and the Services that is not employed by FOS and acting in the course of their employment; and
means the website on which these terms and conditions appear (www.issuecentre.com) and any sub-domains of that website unless expressly excluded by their own terms and conditions.
1.2 Unless the context otherwise requires, each reference in these terms and conditions to:
1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
1.2.2 a statute or a provisions of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.3 a Clause or paragraph is a reference to a Clause of these terms and conditions.
1.3 The headings used in these terms and conditions are for convenience only and shall have no effect upon the interpretation of these terms and conditions.
1.4 Words imparting the singular number shall include the plural and vice versa.
1.5 References to any gender shall include the other gender.
Provision of Services
2.1 FOS shall use reasonable endeavours to provide the Services on an error-free basis and without major interruption.
2.2 Notwithstanding sub-Clause 2.1, FOS does not provide any guarantee that provision of the Services shall be error-free or without interruption and reserves the right to alter or suspend provision of the Services without prior notice to Users. By accepting this Agreement the User acknowledges that the Services may change in form or nature at any time.
2.3 FOS shall have the right, exercisable at its sole discretion, to terminate provision of the Services without prior notice to Users. If the Services are terminated under this sub-clause FOS will make a pro-rata refund of the Subscription Fee for the unexpired portion of the Subscription Period.
2.4 Notwithstanding FOS’s right to perform any of the actions detailed in this Clause without prior notice, FOS shall use reasonable endeavours to provide such notice whenever possible.
Access to Services
3.1 The User represents and warrants that they have the authority to enter into this Agreement, to use the Services, and to perform any and all acts as may be necessary under this Agreement.
3.2 If the User is unable to comply with the requirements of sub-Clause 3.1 they shall be prohibited from using the Services and must not accept this Agreement.
3.3 In order to use the Services and to submit or create Content, Users are required to create an Account via the Website and to submit certain personal details. By accepting this Agreement the User represents and warrants that:
3.3.1 any information that is submitted is accurate and truthful;
3.3.2 all such information will be kept accurate and up-to-date; and
3.3.3 the means by which they identify themselves does not violate any part of these terms and conditions or any applicable laws.
3.4 Account details are confidential to the User. If the User has reason to believe that their Account details have been obtained by a third party without their consent, the User should contact FOS immediately to suspend their Account and cancel any unauthorised orders or payments that may be pending. Users should be aware that orders or payments can only be cancelled up until the point at which the Services are used for the first time through that particular Account. In the event that unauthorised use is made prior to the User notifying FOS of the unauthorised nature of the order or payment, FOS will suspend access to the Services and the withdrawal of any scheduled payments pending investigation. Following investigation by FOS, it shall determine at it’s sole discretion whether or not to cancel access to the Services and make a full or partial refund of the payment to the User.
3.5 The terms of sub-Clause 3.4 shall apply notwithstanding any related provisions in Clause 16.
4.1 Subscription Fees commence on the date that the User activates their Account. Subscription fees will be invoiced at the agreed intervals of either monthly, quarterly or annually.
4.2 The Subscription Fees will be at the price advertised on the Website, unless a custom pricing plan has been agreed and in effect with the User.
4.3 FOS reserves the right to change Subscription Fees from time to time and any such changes may affect Users’ subscription rates as set out in clauses 4.4 and 4.5.
4.4 Increases in the price of Subscription Fees will be reflected in the User’s subscription on the date of the immediately subsequent renewal, unless a custom pricing plan has been agreed and in effect with the User.
4.5 Decreases in the price of Subscription Fees will be reflected in the User’s subscription on the date of the immediately subsequent renewal, unless a custom pricing plan has been agreed and in effect with the User.
4.6 If a User terminates their subscription or Account they will continue to have access to the Services for the remainder of the prevailing Subscription Period which has been paid for, up until the renewal date whereupon access will cease unless the User chooses to pay the Subscription Fee to reactivate their subscription.
4.7 If a User subscribes in error they must inform FOS within 24 hours of subscribing and must not use the Services during that time. If a User fails to notify any error pursuant to this sub-clause 4.7 or any use can be traced to the User’s Account, no refund will be provided.
4.8 FOS may at it’s sole discretion choose to allow certain organisations to have a single User on a free of charge basis. Although no Subscription Fees are being paid to FOS the User at such companies shall have the same rights and obligations as if they were paying Subscription Fees in the normal manner, with the following exceptions:
4.8.1 FOS shall have the right, at its sole discretion to terminate the Agreement forthwith if the User requires too much support;
4.8.2 FOS shall have the right to withdraw the Service forthwith for any reason, though where possible FOS shall endeavour to provide reasonable notice.
Use of Services
5.1 The Services are for the Users own personal or commercial use only. Use of the Services for resale or licensing to or sharing with a 3rd party, whether for reward or not, is prohibited. In this event FOS may choose to terminate the Agreement forthwith without any payment being due to the User, and User will be liable for any additional charges due to FOS.
5.2 Users are permitted to use the Services only in accordance with:
5.2.1 the terms of this Agreement; and
5.2.2 any relevant law, regulation or other applicable instrument in their particular jurisdiction.
5.3 Subject to any express agreement to the contrary, Users may only access the Services through the Website provided by FOS. Users shall not attempt to download, convert disassemble, reverse compile or otherwise reverse-engineer any part of the Services.
5.4 The restrictions set out in sub-Clause 5.3 shall not apply to Content submitted or created by a particular User where that User is downloading their Content, nor to any other Content that a User may have permission to access.
5.5 Users may not engage in any conduct that may disrupt provision of the Services by FOS.
5.6 Subject to any express written agreement by an authorised official of FOS to the contrary, Users may not reproduce, copy, duplicate, trade or resell the Services.
5.7 Users’ rights to use the Services are non-exclusive, non-transferrable and fully revocable at FOS’s reasonable discretion.
6.1 Subject to the exceptions in Clause 7 of these terms and conditions, all Content included on the Website, unless submitted or created by Users, including, but not limited to patents, copyright, database rights, trade secrets, trade names and trade marks, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of FOS, our affiliates or other relevant third parties. By accepting the terms of this Agreement the User acknowledges that such material is protected by applicable United Kingdom and International intellectual property and other laws.
6.2 Subject to Clause 9 Users may not reproduce, copy, distribute, store or in any other fashion re-use material from the Website unless otherwise indicated on the Website or unless given express written permission in advance to do so by FOS.
Third Party Intellectual Property
Where expressly indicated, certain Content, such as advertising material, and the Intellectual Property Rights subsisting therein belongs to other parties. This Content, unless expressly stated to be so, is not covered by any permission granted by Clause 6 of this Agreement to use Content from the Web Site. The exceptions in Clause 9 continue to apply. Any such Content will be accompanied by a notice providing the contact details of the owner and any separate use policy that may be relevant.
User Content and Intellectual Property
8.1.1 Users must not submit Content that is unlawful or otherwise objectionable. This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory or fraudulent;
8.1.2 Users must not submit Content that is intended to promote or incite violence or any act or omission in breach of civil and criminal laws;
8.1.3 Users must not depict sexually explicit images;
8.1.4 Users must not submit Content which is discriminatory based on race, gender, colour, religious belief, sexual orientation or disability;
8.1.5 Users must not submit Content that may contain viruses or any other software or instructions that may damage or disrupt other software, computer hardware or communications networks;
8.1.6 Users must not post links to other websites containing any of the above types of Content;
8.1.7 Users must not impersonate other people, particularly employees and representatives of FOS or our affiliates;
8.1.8 Users must not use the Services for unauthorised mass-communication such as “spam” or “junk mail”.
8.2 FOS has the right, but not the obligation to pre or post-screen Content submitted or created by Users and may flag or filter any Content that it deems appropriate.
8.3 If any Content is found to be in breach of these terms and conditions, FOS reserves the right to remove it without notice and may, at its sole discretion, terminate the responsible User’s access to the Services.
8.4 Users acknowledge that they may be exposed to Content that they may find offensive. If a User believes that such Content is in violation of these terms and conditions, it should be reported to FOS using the support email address (firstname.lastname@example.org).
8.5 Users are solely responsible for any and all Content that they submit or create. FOS does not endorse, support, represent or otherwise guarantee the accuracy or reliability of such Content.
8.6 Subject to sub-Clause 8.4, Users use the Services at their own risk.
8.7 By submitting or creating Content Users warrant and represent that they are the author of such Content and / or that they have acquired all of the appropriate rights and / or permissions to use the Content in this fashion. FOS accepts no responsibility or liability for any infringement of third party rights by such Content. Further, Users waive all moral rights in any and all Content that they submit or create to be named as its author. FOS accepts no responsibility or liability for any infringement of third party rights by such Content.
8.8 By accepting these terms and conditions, the User grants a non-exclusive, worldwide, perpetual licence to FOS to copy, distribute, transmit, publicly display, publicly perform, transmit and reformat all Content for the purpose of providing the Services.
8.9 The User represents and warrants that they have all necessary rights, power and authority to grant the licence described in sub-Clause 8.8.
Fair Use of Intellectual Property
Content may be copied, transmitted, performed, adapted or otherwise re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 or other relevant legislation apply.
Links to Other Websites
This Website may provide links to other websites as part of the Services. Unless expressly stated, such websites are not under the control of FOS or that of our affiliates. FOS assumes no responsibility for the content of the websites and disclaims liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another website on this Website does not imply any endorsement of that website or of those in control of it.
Links to this Website
Users wishing to place a link to this Website on another website may do so only to our home page in the absence of any prior written permission. Deep linking (i.e. links to specific pages within the Website) requires the express written permission by an authorised official of FOS. To find out more Users should contact FOS at email@example.com or telephone 0333 900 1123.
Disclaimer of Warranties
13.1 FOS makes no warranty or representation that the Website or the Services will meet Users’ requirements, that they will be of satisfactory quality, that they will be fit for a particular purpose, that they will not infringe the rights of third parties, that they will be compatible with all systems, or that they will be secure.
13.2 FOS shall use reasonable endeavours to ensure that all information provided on the Website and the Services is accurate and up to date, however FOS makes no warranty or representation that this will always be the case. FOS makes no guarantee of any specific results from the use of the Website or the Services.
13.3 No part of the Website or the Services is intended to constitute advice and the Content of the Website and the Services should not be relied upon when making any decisions or taking any action of any kind.
13.4 Any information that forms part of the Website or the Services is not designed with commercial resale or onward licensing purposes in mind. Commercial use of that nature of the Services is forbidden under sub-Clause 5.1 of these terms and conditions. Any such use constitutes a breach of these terms and conditions and FOS makes no representation or warranty that the Website or the Services or any Content therein is suitable for use in any commercial situations or that it constitutes accurate data and / or advice on which business decisions can be based.
13.5 Whilst every effort has been made to ensure that all descriptions of Services available from FOS correspond to the actual services available, FOS is not responsible for any variations from these descriptions.
Availability of the Website and the Services
14.1 The Website and the Services are provided “as is” and on an “as available” basis. FOS gives no warranty that the Website or the Services will be free of defects and / or faults. To the maximum extent permitted by law FOS provides no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.
14.2 FOS accepts no liability for any disruption or non-availability of the Website or the Services resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.
Limitation of Liability
15.1 FOS shall not be liable to the User, whether in contract, tort (including negligence), any indemnity liabilities, breach of statutory duty or otherwise, arising under or in connection with these terms and conditions of for the use of the Website for any indirect, consequential, special or exemplary damages.
15.2 FOS’s maximum liability arising out of our breach of these terms and conditions or for the use of the Website shall be limited to the value of three months of the User’s Subscription Fee prevailing at the relevant time.
15.3 Users should be aware that they use the Website, the Services and all relevant Content at their own risk.
15.4 Nothing in these terms and conditions excludes or restricts FOS’s liability for death or personal injury resulting from any negligence or fraud on the part of FOS.
Term and Termination
16.1 The term of the Agreement shall commence upon the User’s activation of their Account whereby they shall be deemed to have accepted of these terms and conditions. The term shall continue until terminated either by the User or by FOS in accordance with this Clause 16.
16.2 If a User wishes to terminate the Agreement they may do so only at the end of their Subscription Period and before the commencement of a further Subscription Period by:
16.2.1 Closing their Account; and
16.2.2 Informing FOS in writing that they wish to terminate this Agreement.
16.3 FOS reserves the right to terminate the Agreement, a User’s Account and a User’s access to the Services at any time for the following reasons:
16.3.1 The User has committed a material breach of these terms and conditions, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the User fails to remedy the breach within 7 days after a written notice to do so;
16.3.2 The User has indicated, expressly or impliedly, that they do not intend to or are unable to comply with these terms and conditions;
16.3.3 FOS is required to do so by law;
16.3.4 It has become, in the opinion of FOS, its affiliates or advisers, no longer commercially viable to continue providing the Services;
16.3.5 FOS is no longer providing the Services in the User’s country of residence;
16.4 If FOS terminates a User’s Account as a result of the User’s breach of these terms and conditions the User will not be entitled to any refund.
16.5 If FOS terminates a User’s Account or subscription for any other reason, the User will not be refunded any remaining balance of their Subscription Fee.
16.6 In the event that FOS terminates a User’s Account or subscription, the User will cease to have access to the Services from the date of termination.
16.7 If the User terminates their Account or subscription, they will continue to have access to the Services for the remainder of the prevailing Subscription Period, termination becoming effective at the end of that Subscription Period.
16.8 In the event that the Agreement is terminated, the User’s Account will be closed and their access to the Services suspended in accordance with sub-Clauses 16.6 and 16.7. Any Content that the User has submitted or created will become inaccessible to all Users from the date on which the Services become inaccessible, however copies may be retained by FOS as part of its standard backup procedures.
16.9 Upon termination of the Agreement, the User shall cease to be bound by all obligations set out in these terms and conditions with the exception of those expressly stated to survive the termination of the Agreement.
In the event that either the User or FOS fails to exercise any right or remedy contained in these terms and conditions, this shall not be construed as a waiver of that right or remedy.
Users may not assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this Agreement without the prior written consent of FOS, such consent not to be unreasonably withheld.
Whilst every effort has been made to ensure that these terms and conditions adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these terms and conditions and shall not affect the validity and enforceability of the remaining terms and conditions. This term shall apply only within jurisdictions where a particular term is illegal.
Third Party Rights
This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
These terms and conditions embody and set forth the entire Agreement and understanding between the Parties and supersede all prior oral or written agreements, understandings or arrangements relating to the subject matter of the Agreement. Neither the User nor FOS shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in these terms and conditions, save for any representation made fraudulently.
All notices / communications to FOS shall be sent either by post to our premises (Signal House, Jacklyns Lane, Alresford, Hants SO24 9JJ, England) or by email firstname.lastname@example.org. All notices / communications sent by FOS shall be sent by post to the User’s address registered in the system, or by email to the User’s registered email address. Such notices will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.
FOS shall have no liability to the User under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of FOS or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of FOS or sub-contractors, provided that the User is notified of such an event and its expected duration.
Law and Jurisdiction
22.1 These terms and conditions, the Agreement and all other aspects of the relationship between the User and FOS shall be governed by and construed in accordance with the Laws of England and Wales.
22.2 Any dispute between the User and FOS relating to these terms and conditions, the Agreement and all other aspects of the relationship shall fall within the exclusive jurisdiction of the courts of England and Wales.