it’s not all that much difficult to read these Terms and Conditions cautiously prior to enrolling for a chargeable membership for the Services offered on this site worked by icharms
By completing the online Order Form for a chargeable or free subscription for the Services at icharms.technoservesolutions.com and clicking on the accept buttons relating to our Terms and Conditions and Data Processing Agreement and Privacy Notice, you the Customer agree to be legally bound by these Terms and Conditions, Data Processing Agreement and Privacy Notice as they may be modified and posted on our website from time to time.
If you do not wish to be bound by these Terms and Conditions, Data Processing Agreement and Privacy Notice then you may not purchase our Services.
n this agreement, the following words shall have the following meanings:
“Company” means Trans Serve Limited;
“Business Hours” means 9 am to 5 pm (UK time);
“Business Day” means Monday to Friday excluding any national holiday in India and UK.
“Consequential Loss” means pure economic loss, losses incurred by any client of the Customer or other third party, loss of profits (whether categorised as direct or indirect loss), losses arising from business interruption, loss of business revenue, goodwill or anticipated savings, losses whether or not occurring in the normal course of business, wasted management or staff time and loss or corruption of data;
“Confidential Information” means any and all information in whatsoever form relating to the Company or the Customer, or the business, prospective business, finances, technical processes, computer software (both source code and object code), Intellectual Property Rights or finances of the Company or the Customer (as the case may be), or compilations of two or more items of such information, whether or not each individual item is in itself confidential, which comes into a party’s Company’s possession by virtue of its entry into the agreement or provision of the Services, and which the party regards, or could reasonably be expected to regard, as confidential and any and all information which has been or may be derived or obtained from any such information;
“Customer” means the company or person who completes the online registration form for use of the Services;
“Customer Data” means all data imported and entered into the Services for the purpose of using the Services or facilitating the Customer’s use of the Services;
“Data Processing Agreement” means the data processing agreement published at icharms.technoservesolutions.com/data-processing-agreement/(as amended from time to time);
“Effective Date” means the date set out in the Order Form;
“Fees” means the fees set out in the price list published icharms.technoservesolutions.com/pricing/ (as amended from time to time);
“Force Majeure” means anything outside the reasonable control of a party, including but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, labour dispute, labour shortage, power shortage, including without limitation where Company ceases to be entitled to access the Internet for whatever reason, server crashes, deletion, corruption, loss or removal of data, transportation embargo, failure or delay in transportation, any act or omission (including laws, regulations, disapprovals or failures to approve) of any government or government agency;
“Initial Term” means the initial duration of the Agreement, set out in the Order Form;
“Intellectual Property Rights” means all copyrights, patents, utility models, trademarks, service marks, registered designs, moral rights, design rights (whether registered or unregistered), technical information, know-how, database rights, semiconductor topography rights, business names and logos, computer data, generic rights, proprietary information rights and all other similar proprietary rights (and all applications and rights to apply for registration or protection of any of the foregoing) as may exist anywhere in the world;
“Operating Rules” means any Company rules or protocols, in whatever form recorded or set, that affect the Customer’s access to or use of the Services, and made available by the Company from time to time to the Customer;
“Order Form” means the online Order Form completed by the Customer and accepted by Company upon receipt by the Customer of the order confirmation;
“Price List” means the price list of the Company published at icharms.technoservesolutions.com/pricing/ from time to time;
“Renewal Term” means renewal period set out in the Order Form;
“Services” means the software applications services (including any computer software programmes and, if appropriate, Updates thereto of the Company, ordered online by the Customer and set out in the order confirmation sent to the Customer;
“SLA” means the service level agreement of the Company published at icharms.technoservesolutions.com/service-level-agreement/;
“Updates” means any new or updated applications services or tools (including any computer software programmes) made available by the Company as part of the Services.
“Term” means the Initial Term plus any Renewal Terms together;
“Terms and Conditions” means these terms and conditions and Order Form together;
2.1 The Customer engages the Company and the Company agrees to provide the Services to the Customer for the Term in accordance with the terms of the agreement.
2.2 The Services shall be made available to Customers via the Internet as set out in the SLA in accordance with the terms of the agreement (together with any Operating Rules).
2.3 The Company warrants that by performing the Services it will not infringe the Intellectual Property Rights of any third party.
3. Licences & Intellectual Property Rights
3.1 The Customer is granted a non-exclusive and non-transferable licence to use the Services (including any related software, Intellectual Property Rights, and Confidential Information) for the Customer’s internal business operations during the Term, subject to the Customer’s payment of the Fees.
The Customer will be able to make as many copies of software or other information as they need in order to get the Services via the Internet under this licence.
While open source software is used as part of the Services, the Customer must follow the terms of the open source licences when using the software.
3.2 Disassembly, decompilation or figuring out and other source code determination of the product included inside the Services is disallowed. To the degree that the Customer is conceded the privilege by law to decompile such programming to acquire data important to deliver the Services interoperable with other programming (and upon composed solicitation by the Customer distinguishing significant subtleties of the Services(s) with which interoperability is looked for and the idea of the data required), the Company will give admittance to pertinent source code or data. The Company has the privilege to force sensible conditions including however not restricted to the inconvenience of a sensible expense for giving such access and data.
3.3 Unless in any case determined in the Agreement, the Services are given and might be utilized by the Customer related to its current frameworks and applications to work with the Customers utilization of the Services with its representatives, who are allowed to access and utilize the Services. The Customer may not: (I) rent, advance, exchange or in any case disperse the Services save as allowed recorded as a hard copy by the Company; (ii) utilize the Services to offer auxiliary types of assistance identified with the Services; or (iii) besides as allowed in the Agreement, give admittance to or permit utilization of the Services by or in the interest of any outsider.
3.4 All Intellectual Property Rights and title to the Services (save to the extent they incorporate any Customer or third party owned item) shall remain with the Company and/or its licensors and no interest or ownership in the Services, the Intellectual Property Rights or otherwise is transferred to the Customer under the Agreement. No right to modify, adapt, or translate the Services or create derivative works from the Services is granted to the Customer. Nothing in the Agreement shall be construed to mean, by inference or otherwise, that the Customer has any right to obtain source code for the software comprised within the Services.
3.5 The Customer warrants and represents that it shall maintain reasonable security measures (as may change over time) covering, without limitation, confidentiality, authenticity and integrity to ensure that access to the Services granted under the Agreement is limited as set out in the Agreement.
3.6 The Customer shall retain sole ownership of all rights, title and interest in and to Customer Data and shall have the sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. The Customer permits the Company to use Customer Data in an anonymous fashion to build benchmarking statistics and other comparative reports for commercial use, provided that the information cannot be directly or indirectly identified as that of the Customer or any individual user of the Services.
3.7 The Company may take and maintain technical precautions to protect the Services from improper or unauthorised use, distribution or copying.
4. Fees, Invoicing and Payments
4.1 In consideration of the provision of the Services by the Company, the Customer shall pay the Company the Fees.
4.2 Unless agreed otherwise in the Order Form, the Subscription Fee shall be calculated in accordance with the Price List in force at the time that the Customer uses the Services.
4.3 The Company may alter the Price List by giving the Customer 30 (thirty) days’ written notice. Within 30 (thirty) days of receiving such notice, the Customer must notify the Company in writing if it does not accept the changes otherwise the changes will be deemed to be accepted. If the Customer gives notice of any objection as aforementioned the parties shall attempt to mutually agree the changes to be made to the Fees and if the parties cannot agree within 30 (thirty) days of the notice of objection being served, either party may terminate the Agreement by giving the other 30 (thirty) days’ notice in writing.
4.4 The Company shall render invoices to the Customer in respect of the Fees. All Fees are payable by Direct Debit.
4.5 The Company is entitled to refuse any order placed by a Customer. If an order is accepted, the Company will confirm acceptance by sending an order confirmation to the Customer via email.
4.6 The Customer undertakes that all details provided for the purpose of obtaining the Services are correct and that the payment account details used are its own and that there are sufficient funds or credit facilities to cover the Fees.
4.7 The Company is entitled to remove access to the Services should for any reason the Fees remain unpaid. The Company will treat non payment as notice of termination of Services. The Company may terminate the service 30 (thirty) days after the due date of unpaid Fees.
5.1 The Company warrants to the Customer that it has the option to permit the Services and that the Services will work to give the offices and capacities carried out by the Company. The prior guarantees will not: (I) cover inadequacies or harms identifying with any outsider segments not outfitted by the Company; or (ii) any outsider gave availability important to the arrangement or utilization of the Services. In case of a break of the guarantees under this segment 5, the Company will have no risk or commitments to the Customer other than to repay the Fees for the Services.
5.2 The Customer warrants and addresses that: (I) it has full corporate force and position to go into the Agreement and to play out its commitments; (ii) the execution and execution of its commitments under the Agreement doesn’t abuse or struggle with the conditions of some other consent to which it is a gathering and is as per any pertinent laws; (iii) it will regard every relevant law and guidelines, legislative orders and court orders, which identify with the Agreement; and (iv) it legitimately claims the fundamental client rights, copyrights and auxiliary copyrights and allows needed for it to satisfy its commitments under the Agreement.
5.3 Except as expressly stated in the Agreement, all warranties and conditions, whether express or implied by statute, common law or otherwise (including but not limited to satisfactory quality and fitness for purpose), are hereby excluded to the fullest extent permitted by law. No warranty is made regarding the results of usage of the Services or that the functionality of the Services will meet the requirements of the Customer or that the Services will operate uninterrupted or error free.
6.1 The Company does not exclude or limit its liability to the Customer for fraud, death or personal injury caused by any negligent act or omission or wilful misconduct of the Company in connection with the provision of the Services.
6.2 In no event shall the Company be liable to the Customer whether arising under the Agreement or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, for any Consequential Loss.
6.3 Subject to sections 6.1 and 6.2, the total liability of the Company (whether in contract, tort or otherwise) under or in connection with the Agreement or based on any claim for indemnity or contribution shall not exceed one hundred (100) per cent of the total Fees (excluding any VAT, duty, sales or similar taxes) paid or payable by the Customer to the Company during the preceding twelve (12) month period or, if the duration of the Agreement has been less than twelve (12) months, such shorter period, as applicable.
6.4 In no event shall the Customer raise any claim under the Agreement more than one (1) year after: (i) the discovery of the circumstances giving rise to such claim; or (ii) the effective date of the termination of the Agreement.
6.5 The Customer acknowledges and agrees that in entering into the Agreement, the Customer had recourse to its own skill and judgement and has not relied on any representations made by the Company, any employees or agents of the Company.
7. Intellectual Property Claims
7.1 The Company, at its own cost, will: (I) protect, or at its alternative, settle any case or suit brought against the Customer by an outsider on the premise that utilization of the Services is an encroachment of any Intellectual Property Rights of an outsider (barring any case or suit getting from any Customer given thing); and (ii) pay any last judgment entered against the Customer on such issue or any settlement thereof, gave that: (a) the Customer advises the Company instantly of each such case or suit; (b) the Company is given sole control of the safeguard as well as settlement; and (c) the Customer completely co-works and gives all sensible help to the Company in the guard or settlement.
7.2 If all or any piece of the Services becomes, or in the assessment of the Company may turn into, the subject of a case or suit of encroachment, the Company at its own cost and sole prudence may: (I) acquire for the Customer the option to keep on utilizing the Services or the influenced part thereof; or (ii) supplant the Services or influenced part with other appropriate non-encroaching service(s); or (iii) alter the Services or influenced part to make the equivalent non-encroaching.
7.3 The Company will have no commitments under this part 7 to the degree that a case depends on: (I) the mix, activity or utilization of the Services with different administrations or programming not given by the Company, if such encroachment would have been kept away from without such mix, activity or use; or (ii) utilization of the Services in any way conflicting with the Agreement; or (iii) the carelessness or wilful unfortunate behavior of the Customer.
7.4 The Customer will reimburse and hold the Company and its providers or specialists innocuous from and against any expense, misfortunes, liabilities and costs, including sensible lawful expenses emerging from any case identifying with or coming about straightforwardly or in a roundabout way from: (I) any asserted encroachment or infringement by the Customer of any Intellectual Property Rights as for the Customer’s utilization of the Services outside the extent of the Agreement; (ii) any admittance to or utilization of the Services by an outsider; (iii) use by the Company of any Customer Data or gave thing; and (iv) penetrates of information insurance law or guidelines or the particulars of the Data Processing Agreement went into as a feature of the Agreement.
8.1 Subject to section 7, each party (‘the first party’) indemnifies and undertakes to keep indemnified the other party, its officers, servants and agents (‘the second party’) against any costs or expenses (including the cost of any settlement) arising out of any claim, action, proceeding or demand that may be brought, made or prosecuted against the second party by any person arising out of or as a consequence of an unlawful or negligent act or omission of the first party, its officers, servants or agents in any way connected with the Agreement arising under an indemnity set out in section 7.
8.2 The indemnity contained in section 8.1 above extends to and includes all costs, damages and expenses (including legal fees and expenses) reasonably incurred by the second party in defending any such action, proceeding claim or demands.
9. Term and Termination
9.1 The Agreement will begin on the Effective Date and continue for the Initial Term. Upon expiry of the Initial Term the Agreement shall automatically renew for further Renewal Terms unless a party terminates in accordance with its rights set out below in this section 9.
9.2 The Company may immediately terminate the Agreement or the provision of any Services provided pursuant to the Agreement if the Customer has used or permitted the use of the Services in breach of the terms of the Agreement.
9.3 Either party may terminate the Agreement, without reason, by giving the other party thirty (30) days’ notice in writing prior to the expiry of the Initial Term or any Renewal Period. Such termination shall be effective from the date of expiry of the Initial Term or a Renewal Period, as applicable.
9.4 Either party shall be entitled to terminate the Agreement at any time on written notice if the other party: (i) goes into voluntary or involuntary liquidation (otherwise than for the purpose of a solvent reconstruction or amalgamation) or has a receiver or administrator or similar person appointed or is unable to pay its debts within the meaning of s268 Insolvency Act 1986 or ceases or threatens to cease to carry on business or if any event occurs which is analogous to any of the foregoing in another jurisdiction; or (ii) commits a material breach of any term of the Agreement which, if capable of remedy, is not remedied within five (5) Business Days of receipt of a written notice specifying the breach and requiring it to be remedied.
9.5 If during the Term of the Agreement, the Customer’s account remains inactive for a period of 90 days or more, the Company may terminate the provision of all free Services: (i) after having given the Customer 30 days’ notice of its intention to terminate the Service; and (ii) if the Customer fails to use the Service during this warning period. Upon termination Customer Data shall be deleted as set out in clause 9.6 below.
9.6 Following termination of the Agreement: (i) the Company shall cease providing the Services to the Customer from the effective date of termination and all licences granted hereunder shall terminate; (ii) the Customer shall promptly pay the Company any unpaid Fees; (iii) at the option of the Customer, the Customer may request deletion of all Customer Data stored in the Company’s database or shall be entitled to download a copy of all Customer Data in the Company’s database provided that such request or retrieval is made within sixty (60) days of termination. After expiry of such sixty (60) day period the Company shall permanently delete all Customer Data, subject to the terms of the Data Processing Agreement; (ii) the Customer will be responsible for disconnecting from the Services any other software, web sites or services that have been connected or linked to the Services.
9.7 Termination of the Agreement for whatever reason shall not affect the accrued rights of the parties. Any provision which expressly or by implication is intended to come into or remain in force on or after termination shall continue in full force and effect.
10. Confidential Information
10.1 Each party may use the Confidential Information of the other party only for the purposes of the Agreement and must keep confidential all Confidential Information of the other party except to the extent (if any) the recipient of any Confidential Information is required by law to disclose the Confidential Information.
10.2 Each party may disclose the Confidential Information of the other party to those of its employees and agents who have a need to know the Confidential Information for the purposes of the Agreement but only if the employee or agent executes a confidentiality undertaking in a form approved by the other party.
10.3 Both parties agree to return or destroy all documents and other materials containing Confidential Information immediately upon completion of the Services or termination of the Agreement.
10.4 The obligations of confidentiality under the Agreement do not extend to information that: (i) was rightfully in the possession of the receiving party before the negotiations leading to the Agreement; (ii) is, or after the day the Agreement is signed, becomes public knowledge (otherwise than as a result of a breach of the Agreement); or (iii) is required by law to be disclosed.
11. Data Protection and Customer Data
11.1 Each party undertakes to comply with its obligations under relevant applicable data protection laws, principles and agreements.
11.2 To the extent that personal data is processed when the Customer or its users use the Services, the parties acknowledge that the Company is a data processor and the Customer is a data controller and the parties shall comply with their respective statutory data protection obligations under applicable data protection law and the terms of the Data Processing Agreement.
11.3 If a third party alleges infringement of its data protection rights, the Company shall be entitled to take measures necessary to prevent the infringement of a third party’s rights from continuing.
11.4 Any information that the Customer provides to the Company, such as information provided during registration or information provided when ordering Services (for example the Customer’s email address) used by the Company as a data controller shall be collected and processed in accordance with the Privacy Notice.
12. Third Parties
13. Force Majeure
13.1 If a party is wholly or partially prevented by Force Majeure from complying with its obligations under the Agreement, that party’s obligation to perform in accordance with the terms of the Agreement will be suspended.
12.2 As soon as practicable after an event of Force Majeure arises, the party affected by Force Majeure must notify the other party of the extent to which the notifying party is unable to perform its obligations under the Agreement. If the Force Majeure event last for more than 28 days the non-defaulting party may terminate the Agreement with immediate effect without penalty.
14.1 Should an arrangement of the Agreement be invalid or become invalid then the lawful impact of different arrangements will be unaffected. A substantial arrangement is considered to have been concurred which comes nearest to what the gatherings proposed financially and will supplant the invalid arrangement. The equivalent will apply to any exclusions.
14.2 The Agreement comprises the entire arrangement and comprehension between the gatherings and supplants every earlier understanding, portrayals, exchanges and conversations between the gatherings identifying with the topic thereof.
14.3 Neither party will allot the entire or any piece of the Agreement without the earlier composed assent of the other party, such agree not to be irrationally retained. Despite the aforementioned, the Company will be qualified for dole out the Agreement to any element that buys its offers or resources as the consequence of a consolidation, takeover or comparable occasion.
14.4 The Company and the Customer are self employed entities and nothing in the Agreement will be interpreted as making a business representative relationship.
14.5 Amendments to, or notification to be sent under the Agreement, will be recorded as a hard copy and will be considered to have been properly given whenever sent by post to a gathering at the location given for that gathering or by email to the fundamental contact’s email address as determined and kept up by the Customer in the Account page in School Whiteboard System. All progressions will be considered to have been acknowledged by the Customer if the client keeps on utilizing the Service following the successful date of the alterations.
14.6 in case of any irregularity between the substance of the Terms and Conditions, the Order Form, the SLA, the Data Processing Agreement and the Privacy Notice, the Order Form will win followed by the Terms and Conditions, the SLA, the Data Processing Agreement and afterward the Privacy Notice.
14.7 The Agreement will be represented by the laws of India and UK. The courts of India and UK will have select locale for the settlement of all debates emerging under the Agreement.
Why charities choose icharms - in their own words
— Charlie Fraser, Back Up Trust
— Emma Lynn, Individual Giving Manager, FitzRoy
—Rachel Hogg, The Benjamin Foundation