Codepledge

Terms & Conditions

 

1.      Definitions

 

Agreement

Means these Terms and Conditions.

 

Access and Support Fee

Means the monthly fee, payable in advance by you, for access to and technical support of the application.

 

Application

Means the online business solutions system that is accessible via the website. This business solutions system may be changed or updated on occasion by Codepledge.

 

Confidential Information

Includes all exchange of information between the parties of this agreement. This includes verbal, written or electronic communications. It does not include information which is publicly available unless so due to unauthorised disclosure.

 

Data

Means any data inputted by you or with your authority to the application.

 

Intellectual Property Right

Means any copyright, moral right, right in design, patent, trademark and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

 

User

Means any person or entity that uses the application with the authorisation of the subscriber

 

Subscriber

Means the person, or entity on whose behalf they act, that registers to use the application.


 

2.      General Terms

a.       Codepledge reserves the right to vary these Terms and Conditions.

b.      When changes occur they will be become effective 14 days from posting to this same site.

c.       Acceptance of the amended Terms and Conditions is confirmed by continued use of the Application after this date.

d.      These Terms and Conditions supersede prior agreements, representations (written or oral) and understandings and constitute the entire agreement between you and Codepledge.

 

3.      Use of Application

a.       Codepledge grants you the right to access and use the Application via the website in accordance to your subscription.

b.      This right is non-exclusive, non-transferable, and limited by and subject to this agreement.

c.       The subscriber is responsible for determining who is an invited user and the level of access available to them.

d.      The subscriber is responsible for all invited users access to and use of the Application.

e.       The subscriber may alter or cease the invited user’s access at any time and if a dispute evolves it shall be the subscriber who determines what access, if any, the invited user shall have.

 

4.      Access Conditions

a.       You agree to keep all passwords and usernames confidential and secure.

b.      You must immediately notify Codepledge of any unauthorised use of your passwords or any other security breach. At which time Codepledge will reset your passwords and you must take any other measures required to maintain or enhance your system security.

c.       Whereby your access allows external system integrations it is your responsibility to have read and accepted their corresponding Terms and Conditions.

d.      When accessing and using the Application you must:

                                                              i.      Not attempt to undermine the security or integrity of Codepledge systems or networks.

                                                            ii.      Not use or misuse the system in any way to hinder the functionality of the Application or Website.

                                                          iii.      Not attempt to gain unauthorised access to any materials other than those allowed by your access level.

                                                          iv.      Not transmit, or input into the website, any files that may damage any other persons computing software or devices, offensive content, or material or data in violation of the law.

                                                            v.      Not attempt to alter, copy, adapt, dissemble, reproduce, decompile or reverse engineer any programs used to deliver the Application or operate the website.

 

5.      Software Support

a.       Support Services:

                                                              i.      Email: Support@codepledge.com

                                                            ii.      Phone: 07 3482 2412

b.      Codepledge will provide telephone support on business days Monday - Friday 9:00am-5:00pm eastern standard time, excluding public holidays. Email requests can be submitted outside business hours.

c.       Codepledge intends that the Application is available 24 hours a day 7 days a week however it will be occasionally required that the Application or Website will be unavailable to permit for maintenance or upgrades. Codepledge endeavours to publish notice in advance of these events.

d.      Codepledge will use best practices and policies to resolve reported and reproducible errors in the software.

e.       The following is used to categorise reported problems:

                                                              i.      Severity 1: Critical Impact - User is unable to access the Application due to an error. Codepledge will respond to the task within 1 hour of notification.

                                                            ii.      Severity 2: Significant Impact Important features are not working correctly and are creating a negative impact on productivity. Codepledge will commence response procedures 4hrs from notification.

                                                          iii.      Severity 3: Some Impact - Important features are unavailable but there are suitable alternatives or non-essential features are unavailable. Codepledge will commence response procedures within 3 business days from notification.

                                                          iv.      Severity 4: Minimal Impact - User submits an Application information request, enhancement or documentation clarification which has no operational impact. Codepledge will provide an initial response within one week of notification.

f.       Requests for Application enhancement or additional features may be subject to additional consulting or service charges. These charges will be advised in advance.

 

6.      Intellectual Property

a.       Title to and all Intellectual Property Rights in the Application, the Website and any documentation relating to the Application remains the property of Codepledge.

b.      Title to and all Intellectual Property Rights in, the Data remain your property.

c.       The access to the data is contingent on full payment of Access and Support Fees when due.

d.      You grant Codepledge the authority to use, copy, transmit, store and backup your information and data for the purpose of enabling you to access and use the Application.

e.       Codepledge adheres to best practices and policies to prevent data loss however you must maintain copies of all data inputted to the Application as Codepledge is not liable for any loss of Data, regardless of the cause.

 

7.      Confidentiality and Privacy

a.       Each party will preserve the confidentiality of all information obtained in connection with these terms. Neither party will disclose or make any confidential information available to any person, or use the same for its own benefit, without the written consent of the other party.

b.      This shall not apply in when the information:

                                                              i.      Is or becomes public knowledge other than by a breach of this clause

                                                            ii.      Is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure.

                                                          iii.      Is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party

                                                          iv.      Is independently developed without access to Confidential Information

c.       Codepledge may request in writing to use Application related communication from you on its testimonials page and other text based promotions. This may include you organisation name, market segment and a link to your website.

d.      Each party's obligation under this clause will survive termination of these Terms.

 

8.      Payment

a.       A monthly invoice for access and support will be issued on the date you first log-in and accept the Terms & Conditions.

b.      All invoices will be issued one month in advance.

c.       Codepledge will continue invoicing you monthly until this agreement is terminated in writing.

d.      All Invoices will be sent by email to you or your nominated Billing Contact.

e.       You must arrange payment of all specified invoice amounts by the due date and are payable within 14 days of the invoice date.

f.       You are responsible for payment of all taxes and duties in addition to the access and support fee.

g.      You agree to pay all Consulting or Service Fees for services whereby they are specifically requested by you and provided by Codepledge staff.

h.      Codepledge reserves the right to increase fees in accordance with cpi.

i.        The schedule of rates will be reviewed annually and if necessary any adjustments will be made with one month notice.

j.        If Codepledge is required to collect overdue fees you agree to pay all reasonable costs occurred in this process.

k.      If you fail to pay Access and Support Fees by your due date Codepledge reserves the right to restrict access until your balance is rectified.

l.        You accept that a restriction of access means all users will be unable to view, edit or add data to your Application. Full access will be restored upon consolidation of your account.

 

 

 

 

 

9.      Termination

a.       These Terms will continue for the period covered by the Access and Support Fees.

b.      At the end of each billing period these terms will automatically roll over for the same duration, provided accounts are paid to date.

c.       This agreement can be terminated with 30days written notice.

d.      Fees will be paid on a per day basis until the end of the notice period.

e.       Upon termination you will:

                                                              i.      Remain liable for any accrued charges or fees.

                                                            ii.      Immediately cease access to the Application.

 

10.  Regulatory Responsibilities

a.       It is your responsibility to identify and comply with regulations applicable to your country.

b.      You are solely responsible for complying with all applicable accounting and tax laws.

c.       We do not provide services for tax, legal or financial advice.

d.      The use of the Application does not classify as accounting advice. If you have accounting questions please contact your accountant or financial advisor.

 

11.  Indemnity

a.       You indemnify Codepledge against all claims, costs, damage and loss arising from your breach of these Terms or any obligation you may have to Codepledge, including (but not limited to) any cost relating to the recovery of Fees that are due but not paid by you.

 

12.  Warranties

a.       It is your responsibility to ensure that the Application meets your business requirements and that it is suitable for your intended purpose.

b.      The provision of, access to, and use of the Application is on an “as is” basis and at your own risk.

c.       Codepledge does not warrant that the use of the Application will be uninterrupted or error free.

d.      We may have inaccuracies or errors in our content. We bear no liability for any such inaccuracies, errors or omissions in the website or publications.

e.       Unpredictable elements such as computer networks and internet connectivity may at times result in interference and access prevention. Codepledge is in no way responsible for interference or disruption caused by these events.

f.       You accept that we will not be liable for any failures in the Application that arise outside of normal usage or reasonably foreseeable including natural disasters, theft, property damage and acts of God.

g.      You accept that we may be required to log you off for the purposes of conducting reasonable system maintenance or upgrades. You will be given advance notice of this occurring.

h.      Nothing in this agreement confers a benefit on any person other than you.

i.        If you use the Applications or website on behalf of or for the benefit of anyone other than yourself:

                                                              i.      You are responsible for ensuring you have the right to do so.

                                                            ii.      You agree that Codepledge can withhold access to information or data to any person who does not have your written authorisation to access it.

                                                          iii.      You will indemnify Codepledge against claims or loss relating to a refusal to provide a person access to your Data or Information under these Terms or Codepledge allowing access to a person who has your authorisation.

 

13.  Limited Liability

a.       Codepledge excludes all liability and responsibility, to the maximum extent permitted by law, to you in contract or otherwise for any information, data or financial loss or damage resulting directly or indirectly from the use of or reliance on the Application or Website.

b.      If you suffer loss or damage as a result of Codepledge’s negligence or failure to comply with these Terms, any claim by you will be limited in respect to a singular, or series of related incidents, to the Access and Support Fees paid by you in the prior 12 month period.

c.       Termination of your agreement is you sole remedy if you are not satisfied with your application.

 

14.  Notices

a.       Notices under these Terms and Conditions must be transferred in writing. Any notice to Codepledge must be sent to support@codepledge.com Codepledge will return correspondence to the email designated by you at the time of subscription.