Terms of Service

Area Technologies Limited (“Area”) provides a web-based software platform for businesses (the “Service”). The following are terms and conditions for the provision of the Service (the "Terms"). By accepting the Terms, the user of the service (the "Client") and Area, subject to Area’s approval, shall have entered into an agreement (the "Agreement") entitling the Client to use the Service.

1. General

• 1.1 The Client gains access to the Service and Account through the Area software (the "Software") and through the Website, together facilitating the Service.
• 1.2 Area may at any time revise or modify the Service or its features. Area shall always attempt to notify the Client of any changes with reasonable notice by email to the email address specified by the Client. However, Area reserves the right to implement such changes with immediate effect to maintain the security of their systems or to comply with relevant laws and regulations.
• 1.3 In order to use the Service, the Client must create an account with Area (the “Account”). The Client is obliged to provide accurate and complete information when registering the Account. If such information changes, the Client agrees to promptly notify Area of such changes by updating its Account on the Website or through email. If any information is inaccurate or incomplete, Area has the right to terminate the Account and cancel the Client’s access to the Service.
• 1.4 Area shall determine in its sole discretion whether the Client should be given access to the Service. Area shall only be bound by these Terms after it has decided to give the Client access to the Service.
  

2. Ordering

• 2.1 All orders for the Service shall be deemed to be an offer by the Client to purchase the Service pursuant to these Terms and Conditions and are subject to acceptance by Area. Area may choose not to accept an order for any reason.
• 2.1.1 Schedule A (Particulars of Agreement) form a part of this Agreement and take precedence over subsections in this master Agreement aside from those in clauses 5.3 - 5.6 which always take precedence.
• 2.2 The Service can be configured in different ways. (“Service Plans”) will be attached as Schedule B for reference.
• 2.2.1 The Client’s ability to access and utilise certain functions and features of the Service is subject to selection of a Service Plan that explicitly includes those functions and features.
  
• 2.3 The Service can also be configured as required outside of the pre-configured options in clause 2.2 with both parties approval. For the avoidance of any doubt, these and all possible configurations are also considered Service Plans in the scope of the Agreement.
• 2.4 Service Plans are presented and sold as annual plans that start on the date of acceptance of an order by Area or the start date of the Client accessing the Service (whichever is later) and end on the day before the annual anniversary.
• 2.4.1 If the annual anniversary does not appear in the subsequent month, the last available day in the subsequent month shall be considered the annual anniversary. 
• 2.4.2 At the end of the annual anniversary, the Service Plan will move onto a month-to-month agreement, unless clause 4.4 has been invoked.
• 2.4.2.1 If clause 4.4 has been invoked less than 6 months before the annual anniversary, the Service Plan will renew up until 6 months from the date clause 4.4 has been invoked.
• 2.5 The Client can make a request by e-mail to order a different Service Plan at any time.
• 2.5.1 Available Service Plans at the time of request may be different than when the Client initially placed their Order. On request, Area will provide the Client with the current available Service Plans.
• 2.5.2 If the client is ordering a lower priced Service Plan or moving to a free Service Plan (if available), the order will be processed at the annual anniversary of the Client’s last order date.
• 2.5.3 If the Client is selecting a higher-priced Service Plan, the order will be processed immediately subject to order processing time.
• 2.6 When Area introduces new functionality in the Service, the Client may need to select a new Service Plan that supports this new functionality.
• 2.7 At the time of renewal of the Client’s yearly anniversary period, the Client’s current Service Plan may no longer be available; the Client will need to select a new Service Plan to continue to use the Service.
• 2.8 When making an order through the Website, the technical steps the Client needs to take to complete the order process are described in the order processing section of the Website.
• 2.9 A Service Plan is only available on an annual commitment where the minimum term of the Order is 12 months from the start of the Service.
  

3. Price & Payment

• 3.1 The price of the Services shall be that stipulated as an appendix to this agreement. VAT, where applicable, will be clearly stated.
• 3.2 Any services displayed will be a monthly recurring charge unless explicitly stated otherwise.
• 3.3 The Service is billed monthly in advance on the day of the initial Order, on the day of any subsequent Order and monthly on the monthly anniversary of the last Order made by the Client and accepted by Area.
• 3.4 Payment of the price plus VAT, if applicable, must be made by the Client through Direct Debit, unless otherwise agreed. A charge of £50 will be applied for each invoice that can not be collected by direct debit. Payment must be made without deduction or set-off.
• 3.5 Where applicable, Area will pass on any third-party service fees to the Client (such as but not limited to telephony charges) at cost incurred plus a 10% management fee to provide the service to the Client and these are billed monthly in arrears.
• 3.6 Area will charge an hourly rate of £100 + VAT for any work that requires configuration or development which is estimated to take more than 1 hour. This will need to be signed off by the Client before work is commenced. 
• 3.7 Where applicable, Area will charge an hourly rate of £100 + VAT per hour (billed in increments of 15 minutes) for configuration changes when requests are made by the Client after go-live. 
• 3.8 Where applicable, if any payment is not paid on time or any payment is rejected or refused, the amount owing will be treated as overdue and Area will be entitled to immediately cease or suspend the provision of the Service until payment has been received.
• 3.9 Where applicable, Area shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 8% per annum above the base rate of the Bank of England from time to time in force.
  

4. Performance

• 4.1 Area shall begin to perform the Service as described in the order but in any event, within 30 days after the Agreement is entered into. Area is under a legal obligation to supply the Service in conformity with the Agreement.
• 4.2 Area employs an experienced team to build and maintain the Service. Area targets a minimum 99.9% uptime of the Service. However, due to the nature of integrations with third party data sources, Area can not guarantee that the Service will be uninterrupted or error-free or that any data transmitted will be complete or delivered correctly or at all. In such instances Area will make every effort to ensure data is delivered to the Client where possible. Area may have to alter or reduce the Service for critical issues including security patches or to resolve interruptions to the Service. If so, Area will restore them as quickly as is reasonably possible. Routine improvements, bug fixes and new features will be released at times selected to cause minimal to no disruption to clients.
• 4.2.1 If a Service Plan included a SLA for an uptime guarantee this is for a rolling 30-day historic period. If the uptime is less than then the figure stated on the Service Plan, then Area will compensate the Client 1/30th of any Service Plan fees for every day the Service dropped below mandated uptime guarantee.
• 4.3 The Agreement is in force for a minimum of 12 months after which the Service is provided on a rolling month-to-month basis and shall continue thereafter on that basis until terminated in accordance with clauses 4.4 and 4.5 unless stated otherwise in Schedule A. 
• 4.4 Subject to clause 4.3, either party may terminate the Agreement if a period of 180 days has already elapsed, for any reason, by giving to the other 180 days written notice, and any payment due remains payable. 
• 4.5 Area has the right to block the Client’s Account, refuse the Client access to the Service and terminate the Agreement immediately if (i) it comes to Area’s attention or Area otherwise has reasonable grounds to believe, that the Client uses or will use the Account in violation of the Terms or any applicable law (ii) information relating to technical or administrative routines for data security has been revealed so that there are reasonable grounds to believe that the Client’s Account will be abused, or (iii) there are other reasonable grounds to believe that the Client’s Account has been abused or will be abused.
• 4.6 Upon expiration of the Agreement, Area shall make the Client’s stored data available for download within a reasonable time period. Upon expiration, the Client shall no longer be entitled to use the Service and the licence granted shall expire.
• 4.7 Area will provide technical support to the Client and its end users. Unless otherwise stated in Particulars of Service, it will be provided by email between the hours of 9am and 5pm weekdays excluding bank holidays. Unless otherwise stated in Particulars of Service there is no SLA offered but Area aims to respond to requests within 24 hours. Area does not provide technical support to Clients’ customers.
  

5. Legal

• 5.1 This Agreement contains all the terms agreed between the parties. Its subject matter supersedes and excludes any prior agreement, understanding or arrangement between the parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement except as expressly stated in this Agreement. Neither party shall have any remedy in respect of any untrue statement made by the other party upon which that party relied in entering into this Agreement (unless such untrue statement was made fraudulently) and that party’s only remedies shall be for breach of contract as provided in this Agreement. This Agreement is to the exclusion of all other terms and conditions submitted, proposed or stipulated by the Client and no terms or conditions endorsed upon, delivered with or contained in the Client’s purchase order, confirmation of order, specification or other document will form part of this Agreement.
• 5.2 No waiver by Area of any violation or default in performance of the provisions of this Agreement shall be deemed a waiver of such provisions or the right of Area to thereafter enforce such provisions or any other provisions of this Agreement.
• 5.2.1 Severing anything invalid in this Agreement: the invalidity or unenforceability of any term of or right arising pursuant to this Agreement shall not adversely affect the validity or enforceability of the remaining terms and rights.
• 5.2.2 No third party rights: no term of this Agreement shall be enforceable by a third party.
• 5.2.2.1 The Client shall indemnify Area from any and all claims raised by a third party against Area resulting from the Client’s use of the Service in breach of the Terms, applicable laws or regulations.
• 5.2.3 No assigning this Agreement: the Client may not assign, transfer, charge or otherwise encumber, create any trust over or deal in any manner with this Agreement or any right, benefit or interest under it nor transfer, novate or subcontract any of the Client’s obligations under it.
• 5.3 Area does not exclude or limit Liability for any Liability that cannot be excluded by law. Subject to the preceding sentence, Area shall not be under any Liability for:
• 5.3.1 (a) loss of actual or anticipated profits; (b) loss of goodwill;(c) loss of business;(d) loss of revenue or of the use of money;(e) loss of contracts;(f) loss of anticipated savings;(g) loss of data and/or undertaking the restoration of data; or (h) any special, indirect or consequential loss; and such liability is excluded whether it is foreseeable, known, foreseen or otherwise.
  
• 5.3.2 For the avoidance of any doubt, clauses (a) to (g) above apply whether such damage or loss is direct, indirect, consequential or otherwise. (“Liability” means liability in or for breach of contract, negligence (as defined in s.1(1) Unfair Contract Terms Act 1977), misrepresentation, tortious claim, restitution or any other cause of action whatsoever relating to or arising under or in connection with this Agreement, including liability expressly provided for under this Agreement or arising by reason of the invalidity or unenforceability of any term of this Agreement.)
  
• 5.4 Area shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lockouts, accidents, war, fire or failure of any communications, telecommunications or computer system, and Area shall be entitled to a reasonable extension of its obligations.
• 5.5 The provisions of paragraphs 5.3 above shall continue to apply after the expiration of the Agreement.
• 5.6 These Terms and Conditions shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.

Last Updated January 1, 2020