When we say:
(a) ‘we’, ‘us’ or ‘our’, ‘Supplier’ we mean Chatsie Limited incorporated and registered in England and Wales with company number 13169953 whose registered office is at 27 Old Gloucester Street, London, United Kingdom, WC1N 3AX and its appointed distributors.
(b) ‘you’ or ‘your’, ‘User’ we mean you, the customer
(c) ‘agreement’, we mean your agreement with us.
By purchasing and using the Chatsie smartphone and the applications available on the smartphone (collectively “Chatsie”), you agree to these Terms and Conditions. If you do not agree then you must not use the smartphone nor access any of the software or features provided by us and available on the smartphone.
We may update these Terms and Conditions and/or make changes to Chatsie at any time. By using any updated version of Chatsie which we might make available, or continuing to use Chatsie after we make changes to our Terms and Conditions, you accept that the modified Terms and Conditions apply to our agreement and to Chatsie.
Where we make changes which in our reasonable determination are likely to materially disadvantage you, we will notify you of such changes at least 30 days in advance of such proposed changes taking place. Where we have provided you with notice of any changes which may be disadvantageous to you, you are free to stop using our service at any time, but if you carry on using our service after any variation or change commences, you will be deemed to have accepted the changes.
1.1 The definitions and rules of interpretation in this clause apply in the agreement.
1.1.1 “App” means any authentication application software operated by the Supplier and through which the Service is delivered.1.1.3
1.1.2 “Charges” means the monthly subscription costs for use of the smartphone and access to and use of the Service as set out in the Price Guide. These charges may cover (without limitation) fixed periodic charges, including your monthly Plan charge, account administration fees, and fees for any costs incurred in collecting outstanding payments from you.
1.1.3 “Derived Data” means any data which is derived from any Users’ use of the Services, which shall include:(i) any data which is processed and stored as mathematical constructs, (ii) statistical or aggregated data, and (iii) any other analytical and marketing data such as number and duration of User sessions and page visits, and technical reports on Software performance but does not include any personal data, as such is defined under UK GDPR.1.1.4 “Device Supplier” has the meaning given to it in clause 2.2.
1.1.4 “Documentation” means those printed or online instructions, manuals, screens and diagrams or the Price Guide distributed or otherwise provided by the Supplier that pertain to the Software or use of the Service.
1.1.5 “Improvements” means any: (i) information communicated by Users to the Supplier regarding any new features, functionality, performance, feedback, comments and anything analogous to the same in relation to the Software, and (ii) adaptations, modifications, improvements, enhancements, revisions or interface elements and anything analogous to the same in relation to the Software in any form or medium whatsoever.
1.1.6 “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist, now or in the future, in any part of the world.
1.1.7 “Plan” means the subscription plan selected from the Price Guide and agreed in writing with the Supplier covering the duration of the subscription period (eg 18 months or a monthly rolling subscription), relevant Charges and any applicable Services.
1.1.8 "Price Guide” means the information setting out subscription details such as fees and features of the Services (and costs for different subscription plans if and when more than one plan is made available at any time by Supplier.)
1.1.9 “Service(s)” means the supply of a smartphone and access to the Software whether delivered via an App or Website
1.1.10 “Smartphone” means the mobile device which is used to access the Service(s) and Software and which may or may not contain a third party network provider SIM card.
1.1.11 “Software” means the software which runs on the smartphone to provide the features described on the Website, including any Apps.
1.1.12 “Supplier” means Chatsie Ltd incorporated and registered in England and Wales with company number 13169953 whose registered office is at 27 Old Gloucester Street, London, United Kingdom, WC1N 3AX and its appointed distributors.
1.1.13 “Trusted Contact” means a person who is chosen by you to use your smartphone and have access to your User Content to perform certain limited functions on your behalf, relating to your use of Chatsie.
1.1.14 “User(s)” means you as the end user accessing the Software and subscribing to the Services or a Trusted Contact, as the context requires.
1.1.15 “User Content” means any and all User materials, content and data, including text, imagery, videos and/or other files entered, uploaded or submitted to the Service directly or indirectly via any third party application, excluding any Derived Data.
1.1.16 “Website” means any website operated by Supplier through which the Service is delivered to User.
2 Supply of the smartphone and Licence.
2.1 Subject to clause 2.2, and the other terms and conditions of this agreement, Supplier hereby grants to User, a non-exclusive, non-sublicensable, revocable, limited, non-transferable licence to access and use the Services, for the duration of the Plan subject to termination in accordance with clause 9 below.
2.2 The smartphone is included in the Charges. However, you acknowledge that the smartphone device is not manufactured or supplied by the Supplier, but by a third party (“Device Supplier”). We then provide the smartphone to you as part of the Services to enable use of the Apps and other Services. Accordingly, while we will use reasonable endeavours to rectify any defects experienced with the smartphone, you acknowledge that our ability to rectify any such defects is dependent on the Device Supplier repairing the defects experienced by you. You agree to us providing relevant information relating to your use of the smartphone to the Device Supplier where reasonably necessary to fulfil our obligations to you, pursuant to our agreement.
2.3 Where the User has elected a Trusted Contact, the User agrees that the Trusted Contact shall be over 18 and that the Supplier is entitled to disclose to the Trusted Contact, User personal data, User account information or User Content as reasonably necessary for the administration of the Services. For the avoidance of doubt, the User acknowledges that the Trusted Contact will have the ability to remotely access the smartphone to perform certain limited functions, such as providing shortcuts to certain applications and editing the contact list on the smartphone. The Trusted Contact will only have the ability to perform such limited actions on your behalf on each occasion that you generate an access code for the Trusted Contact to obtain access to the smartphone.
3.1 The User shall not: (i) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software (except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties), (ii) license, sell, resell, transfer, rent, lease, distribute, exploit or otherwise make the Software or Services available to anyone, (iii) use the Software or Services to store or transmit infringing, obscene, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third party privacy rights, (iv) use the Software or the Services to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws, or (v) copy, modify, transmit, distribute, frame or mirror any Software in any form or media or by any means, (vi) use the Software or Services to store or transmit malicious code or in any way that is fraudulent, (vii) interfere with, damage or disrupt the integrity or performance of the Software or Services or third party data, (viii) attempt to gain or assist third parties to gain unauthorised access to the Software or Services or their related systems or networks, or (ix) access the Software or Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
3.2 The User must use Chatsie for personal and non-commercial use only. This means you must not resell or commercially exploit any of the Services or content.
4.1 When the Supplier provides the Service to the User it shall do so on and subject to the terms of this agreement.
4.2 The User acknowledges and agrees that the Service will evolve over time and that any and all functionality may be added and removed from time to time, including a complete removal of the Service. The Supplier does not warrant that the User’s use of the Service will be uninterrupted or error-free; or that the Service and/or the information obtained by the User through the Service will meet the User’s requirements. The Supplier is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the User acknowledges that the Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
5.1 The User is responsible for ensuring the smartphone complies with the relevant specifications provided by any third party which is necessary for the operation of third party applications or software that the User chooses to install on the smartphone. In addition, the User is responsible for compliance with the requirements of any network provider where the User chooses to install a SIM card. The Supplier shall not at any time be responsible for providing a SIM card for the smartphone, neither is the Supplier a network provider of cellular telephone services.
5.2 The User shall comply with all applicable laws and regulations in the exercise of its rights and the performance of its obligations pursuant to this agreement. The User shall co-operate with the Supplier and follow the Supplier’s reasonable instructions to ensure the proper use and security of the Services.
5.3 The User shall pay all Charges incurred in their use of Chatsie. Payment of the Charges is to be made monthly in advance for each month’s use. The User shall register a payment method (e.g. credit or debit card, PayPal or Google Pay) so that payments can be made automatically when the Charges fall due every month under the Plan (“auto-renew”). You are able to cancel auto-renew at any time. You acknowledge that if you use your smartphone to buy goods and services from third parties, you are responsible for paying any bills which the third party may send to you.
5.4 If you are unhappy with any aspect of Chatsie please contact us at email@example.com.
6.1 Subject to clause 6.2, the Software and Services are provided to the User “as is”, and any use by the User of the Software and Services will be at the User’s sole risk. The Supplier makes no warranties relating to the Software or Services and expressly disclaims all warranties, express or implied, including without limitation those of merchantability, or fitness for a particular purpose. The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law.
6.2 If the smartphone is defective, the Supplier shall give the User the benefit of any warranties given by the Device Supplier for the repair or replacement of the smartphone. However you acknowledge that you not entitled to any remedies for the smartphone which are not provided directly by the Device Supplier. You may at any time request written details of the warranty and guarantees offered by the Device Supplier for your smartphone. For any defects experienced with the smartphone please email firstname.lastname@example.org.
7.1 Neither party limits its liability (if any) to the other for: personal injury or death resulting from negligence; fraud; or any matter for which it would be unlawful to exclude liability, including for the avoidance of doubt any liability under legislation to protect consumers.
7.2 Subject to clause 7.1, the Supplier’s total aggregate liability to the User under or in connection with this agreement, including under any indemnity liability, (whether in contract, tort including negligence, breach of statutory duty, restitution or otherwise) in respect of all and any loss or damage howsoever caused shall be limited to the greater of £100 pounds and the Charges remaining under the Plan at the time when any claim arises.
7.3 Save for any claim brought under clause 7.1 , and to the extent permitted under applicable laws, we are not liable for any loss of income, business or profits, or for any loss or corruption of data in connection with the use of the Services. We are not liable for any loss or damage that was not reasonably foreseeable when you entered into the agreement.
8.1 The User acknowledges that all Intellectual Property Rights in the Software and the Services belong to Supplier or its licensors, and the User shall have no rights in or to the Software other than the licence granted to it under this agreement. For the avoidance of doubt, any Improvements made to the Software, whether through the User’s feedback or by any other means, shall be the sole and exclusive property of the Supplier. Any Improvements shall be free from any confidentiality restrictions that might otherwise be imposed upon the Supplier.
8.2 The Supplier makes no representation or warranty as to the validity or enforceability of the Intellectual Property Rights in the Software.
8.3 The Supplier makes no claim of any Intellectual Property Rights in and to the User Content. By uploading any User Content to the Software or displaying any content through the Services, the User grants to and/or agrees that the Supplier has a non-exclusive, worldwide, royalty free, sub-licensable licence to reproduce, modify, adapt, copy and publish such content, solely for the purpose of fulfilling its obligations contained within this agreement and/or to the extent required for proper function and use of the Software and Services.
8.4 The User shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the User Content. The Supplier may use the User Content to improve the performance and functionality of the Software or develop improvements, updates, upgrades, modifications and derivative works thereof. The Supplier shall own all rights, title and interest in and to all of the Derived Data.
8.5 The User acknowledges that the Supplier has no control over User Content uploaded to or displayed on the Software by the User or any other user of the Software and does not purport to monitor the content of the Software. The Supplier reserves the right to remove content from the Software where it reasonably suspects such content is in breach of this agreement or for reasonable cause.
8.6 The User shall have sole responsibility for User Content displayed on or uploaded to the Software and shall ensure it has all rights necessary to display such data or content via the Software. The User shall indemnify and hold harmless the Supplier from and against all losses, damages, liabilities and claims, arising from or in relation to any third party claims that the processing and use of the User Content in accordance with this agreement infringes or misappropriates any third party rights.
9.1 This agreement, including all access to the Service, may be terminated immediately by the Supplier without notice at any time and without cause. If we terminate this agreement without cause, any Charges paid in advance for Services not received shall be refunded to the User. If we end the agreement due to your conduct, then all Charges remaining on your account on disconnection will be forfeited.
9.2 Without prejudice to any other rights or remedies hereunder to which the Supplier may be entitled, if the Supplier knows or has reasonable grounds to suspect that the User is acting in breach of its obligations under this agreement (including failure to pay the Charges where applicable), the Supplier may suspend the User’s access to the Service until such breach can be remedied or until the Supplier is satisfied, acting reasonably, that its suspicions are unfounded. In addition, the Supplier may suspend the Service without notice if the Supplier reasonably believes the User has provided false or misleading information to obtain access and use of Chatsie.
9.3 You may end this agreement by stopping your use of the Service at any time. You will need to cancel the Plan (ie auto-renew) at least 24 hours before your billing date to ensure payment of Charges for your Plan are not taken for the following month unless the next clause 9.4 applies.
9.4 If you choose to end this agreement for any reason other than a breach of the agreement by the Supplier, you will not be entitled to any pro-rated refund for charges within the first 18 months, all Charges paid in advance will be forfeited, and any monthly Charges that have not yet been paid for the first 18 months of the Plan shall fall due.
9.5 Immediately following the termination or expiration of this agreement, the User will cease its use of the Software and the Supplier may remove access to the Software. All licences granted by the Supplier under this agreement shall immediately lapse and expire on termination of this agreement and the User shall have no further rights to use, utilise or otherwise deal with the Software in any way.
9.6 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
9.7 The smartphone shall be yours to keep on any termination or expiry of the agreement and unless in the event of a recall by the Device Supplier or non-payment of Charges by the User, the Supplier shall not require that you return the smartphone.
10.1 The User may not assign or otherwise transfer any rights or obligations under this agreement except with the prior written consent of the Supplier, and any such prohibited assignment shall be void. The Supplier may assign, subcontract, sublicense or otherwise transfer all or part of the benefits or all or part of its obligations under this agreement to any party.
10.2 Neither party will be liable for any delay in performing its obligations under the agreement if that delay is caused by an event beyond its reasonable control and the party affected will be entitled to a reasonable extension of time for the performance of its obligations.
10.3 No failure or delay by a party to exercise any right or remedy provided under the agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
10.4 All notices to be given under this agreement must be in writing (which shall include email) and sent to (in the case of the Supplier) the Supplier’s registered office or (in the case of the User) to the address connected with the User’s account for the Software, or any other address which the recipient may tell the other in writing.
10.5 This agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous representations, agreements and other communications between the parties, both oral and written. The parties do not seek to avoid liability for fraudulent misrepresentation.
10.6 Each party hereby irrevocably agrees that the courts of England shall have exclusive jurisdiction to resolve any controversy or claim of whatever nature arising out of or relating to this agreement or breach thereof, and that the laws of England shall govern such controversy or claim.
10.7 Any clauses which by operation or any other terms which the parties intend to survive termination, shall survive termination of this agreement.
10.8 If any provision of this agreement is adjudged by a court of competent jurisdiction to be invalid, void, or unenforceable, the parties agree that the remaining provisions of this agreement shall not be affected thereby, and that the remainder of this agreement shall remain valid and enforceable.
If you have any questions or comments about these Terms please contact us at: email@example.com.