ACKNOWLEDGMENT AND ACCEPTANCE OF THE TERMS OF SERVICE
Purchase Control, owned and operated by ModraMore Ltd. (trading as “PurchaseControl”), is provided under the terms and conditions of this Terms of Service Agreement and any operating rules or policies that may be published by Purchase Control. The Terms of Service comprises the entire agreement between you and Purchase Control and supersedes all prior agreements between the parties regarding the subject matter contained herein.
BY COMPLETING THE REGISTRATION PROCESS I CONFIRM THAT ALL DETAILS PROVIDED HERE ARE CORRECT AND THAT I AM AUTHORIZED TO REGISTER FOR THIS SERVICE ON BEHALF OF THE COMPANY NAMED ABOVE AND I AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THE TERMS OF SERVICE.
PURCHASE CONTROL TERMS OF SERVICE
BY USING THE PURCHASE CONTROL SYSTEM YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF PURCHASE CONTROL (THE “SERVICE”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY.
- Privacy & Security
Purchase Control’s privacy and security policies may be viewed at http://www.purchasecontrol.com/about/. Purchase Control reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Note that because the Service is a hosted, online application, Purchase Control occasionally may need to notify all users of the Service of important announcements regarding the operation of the Service. Furthermore, representatives of Purchase Control may contact the users of the Service from time to time in a support capacity, and/or to verify user satisfaction.
- License Grant & Restrictions
Purchase Control hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Purchase Control and its licensors. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
- Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You are entirely responsible if you do not maintain the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities which occur under your account. You may change your password at any time (to do so, go to the change password menu item in the Purchasing Module). You shall: (i) notify Purchase Control immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Purchase Control immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another user or provide false identity information to gain access to or use the Service. Use of Purchase Control does not replace the requirement for normal business controls in your business and a common-sense approach to purchasing policy.
- Account Information and Data
Purchase Control does not own any data, information or material that you submit to the Service in the course of using the Service (“Customer Data”). You, not Purchase Control, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Purchase Control shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), Purchase Control will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. Purchase Control reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Purchase Control shall have no obligation to maintain or forward any Customer Data.
- Intellectual Property Ownership
Purchase Control alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Purchase Control Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Purchase Control Technology or the Intellectual Property Rights owned by Purchase Control. The Purchase Control name, the Purchase Control logo, and the product names associated with the Service are trademarks of Purchase Control or third parties, and no right or license is granted to use them.
- Third Party Interactions
During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Purchase Control and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Purchase Control does not endorse any sites on the Internet that are linked through the Service. Purchase Control provides these links to you only as a matter of convenience, and in no event shall Purchase Control or its licensors be responsible for any content, products, or other materials on or available from such sites. Purchase Control provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.
- Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total User licenses requested times the User license fee currently in effect OR the price for the selected licence pack plus the cost of any additional licences. The initial term will be one calendar year from the Effective Date. Subsequent licence terms will be multiple of the initial term. You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. You must provide Purchase Control with valid credit card or approved purchase order information as a condition to signing up for the Service. An authorized Administrator may add users to the system through the ADD USER function. Added user licenses will be subject to the following: (i) added licenses will be coterminous with the pre-existing License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month.
- Excess Data Storage Fees
The maximum disk storage space provided to you at no additional charge is 100Mb per user license. If the amount of disk storage required exceeds these limits, you will be charged the then-current storage fees. Purchase Control will use reasonable efforts to notify you when the average storage used per license reaches approximately 90% of the maximum; however, any failure by Purchase Control to so notify you shall not affect your responsibility for such additional storage charges. Purchase Control reserves the right to establish or modify its general practices and limits relating to storage of Customer Data. Purchase Control reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.
- Billing and Renewal
Purchase Control charges and collects in advance for use of the Service. Purchase Control will automatically renew and bill your credit card or issue an invoice to you each quarter year on the subsequent anniversary for annual licenses. The renewal charge will be equal to the then-current number of total User licenses times the then-current license fee in effect at the time of renewal. Fees for other services will be charged on an as-quoted basis. Purchase Control’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. You agree to provide Purchase Control with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Purchase Control reserves the right to terminate your access to the Service in addition to any other legal remedies. Unless Purchase Control in its discretion determines otherwise: entities will be billed in Euros and subject to European payment terms and pricing schemes (“EU Customers”) If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
- Non-Payment and Suspension
In addition to any other rights granted to Purchase Control herein, Purchase Control reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or Purchase Control initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Purchase Control may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. Purchase Control reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Purchase Control has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 60 days or more delinquent.
- Termination upon Expiration/Reduction in Number of Licenses
Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), Purchase Control will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that Purchase Control has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.
- Termination for Cause
Any breach of your payment obligations or unauthorized use of the Purchase Control Technology or Service will be deemed a material breach of this Agreement. Purchase Control, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, Purchase Control may terminate a free account at any time in its sole discretion. You agree and acknowledge that Purchase Control has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
- Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Purchase Control represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Purchase Control help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
- Mutual Indemnification
You shall indemnify and hold Purchase Control, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Purchase Control (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Purchase Control of all liability and such settlement does not affect Purchase Control’s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. Purchase Control shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Purchase Control of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Purchase Control; provided that you (a) promptly give written notice of the claim to Purchase Control; (b) give Purchase Control sole control of the defence and settlement of the claim (provided that Purchase Control may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Purchase Control all available information and assistance; and (d) have not compromised or settled such claim. Purchase Control shall have no indemnification obligation, and you shall indemnify Purchase Control pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(es).
- Disclaimer of Warranties
SUBJECT TO CLAUSE 13, PURCHASE CONTROL AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. PURCHASE CONTROL AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY PURCHASE CONTROL AND ITS LICENSORS.
- Internet Delays
PURCHASE CONTROL’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. PURCHASE CONTROL IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
- Limitation of Liability
IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
- Local Laws and Export Control
This site provides services and uses software and technology that may be subject to the export control regulations of the European Union. The user of this site (“User”) acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the European Union maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof. The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. Purchase Control and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to European Union (including European Union Member States) law is prohibited.
Purchase Control may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Purchase Control’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in Purchase Control’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Purchase Control (such notice shall be deemed given when received by Purchase Control) at any time by any of the following: letter sent by confirmed facsimile to Purchase Control at the following fax number: +353 1 633 5807; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Purchase Control at the following addresses Unit 6 Dundrum Business Park, Dundrum, Dublin 14, Ireland in either case, addressed to the attention of: Chief Financial Officer.
- Modification to Terms
Purchase Control reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement.
This Agreement may not be assigned by you without the prior written approval of Purchase Control but may be assigned without your consent by Purchase Control to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
This Agreement shall be governed by the laws of Ireland, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the courts of Ireland. No text or information set forth on any other purchase order, pre-printed form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Purchase Control as a result of this agreement or use of the Service. The failure of Purchase Control to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Purchase Control in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and Purchase Control and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
Questions or Additional Information
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@PurchaseControl.com.