SUBSCRIPTION SERVICE AGREEMENT

 

This Subscription Service Agreement (“Agreement”) is between you and TimeToReply Limited (‘’TimeToReply’’ / ‘’we’’). If you are entering into this Agreement on behalf of a company or another entity, then “Customer’’ or “you” means that company or entity, and you warrant that you are authorised to enter into this Agreement on that company or entity’s behalf.

By ticking the checkbox that says “I agree to the terms and conditions” when registering for an account with us, you agree to be bound by the terms of this Agreement.

If you do not agree to these terms, you must not use the Service.

1.             Definitions

1.1           In this Agreement:

  1. a)   ‘’Agent’’ means the user of a Designated Mailbox.
  2. b)   ‘’API’’ means an application programming interface used by TimeToReply to allow the Licensed Software to interact with Third Party Email Services (or other third party hosted software applications and related services) to provide the Service.
  3. c)   ‘’Confidential Information’’ means information of a confidential or proprietary nature held or controlled by a party (‘’Discloser’’), which is disclosed or made known to another party (‘’Receiver’’).
  4. d)   ‘’Designated Mailbox’’ means the electronic mailbox(es) designated by the Customer to be tracked and analysed by the Customer through its use of the Service.
  5. e)   ‘’Documentation’’ means the user manual, security document, and other documents found on our website relating to your use of the Service and/or the Licensed Software.
  6. f)     ‘’Header Information’’ means, in relation to an email, information relating to the transmission and receipt of that email, but not to its contents or any of its attachments, which includes but is not limited to: a) TO, FROM, CC; b) Subject line; c)  Timestamps; d) Message ID, Conversation ID used to link conversations; and e) other non-sensitive metadata.
  7. g)   ‘’Licensed Software’’ means the proprietary software applications used by TimeToReply to supply the Service.
  8. h)   ‘’Service’’ means the email response tracking and analytics service supplied by TimeToReply.
  9. i)     ‘’Subscription Fees’’ means the fees payable by the Customer to TimeToReply for using the Service, which are calculated on a per mailbox / per month basis payable either monthly or annually in advance depending on which payment option you choose.
  10. j)     ‘’Support Services Policy’’ means TimeToReply’s policy for providing support relating to the use of the Service and/or the Licensed Software, which is available at https://www.timetoreply.com/support-policy.
  11. k)     ‘’Third Party Services’’ means any services or software supplied by a third-party service provider, including email services such as Office 365, Gmail/G-suite, IMAP, Nylas.com, Amazon Web Services, and Mimecast.

2.             Account registration

2.1           You need to create an account with us to access and use the Service. For instructions on how to create your account, please consult our User Manual. You warrant that all information given to us when you create your account is correct, current and complete.

2.2           You must ensure that the username and password created by you to access your account are kept secure at all times. We will not be held responsible for any unauthorized access to or use of your account. If you become aware of any unauthorized activity on your account, please notify us immediately.

2.3           You hereby authorize us to act on any request or instruction given by you and/or which purports to have been sent by you, even if that request or instruction was fraudulently submitted by someone else unless you have already notified us of that fraudulent activity before we acted on the request or instruction.

2.4           We reserve the right to suspend or disable access to your account if we reasonably suspect that any unauthorized activity is taking place on your account. We will not be held liable to you or any other person for any loss or damage arising from the suspension of your account under these circumstances.

3.             Use and availability of the Service

3.1           TimeToReply grants to you (and your authorized users) a limited, non-exclusive, non-transferable right to use the Service, subject to the terms of this Agreement and you may continue to use the Service for as long as you have a valid paid-up subscription.

3.2           You shall not license, sell, rent or otherwise transfer your rights under this Agreement to any person (other than your authorized users).

3.3           We will use reasonable efforts to make the Service available 24/7 with minimum disruptions, but we cannot and do not warrant or guarantee such availability and the Service may become unavailable during planned and unscheduled maintenance performed by us or our service providers from time to time. We will try to notify you about any expected downtime in advance.

3.4           We will not be held liable for any loss caused to you or any other person by the non-availability or disrupted availability of the Service.

3.5           We may refuse, limit, suspend or interrupt your access to and/or use of the Service if you fail to pay any amount owing, or if you breach any provision of this Agreement, or for any other reason valid in law.

3.6           You must ensure that your network and systems comply with the relevant specifications for the use of the Service. You will be solely responsible for the maintenance of your network connections and electronic communications links from your own systems to our data centers. We will not accept liability for any loss or damage arising from any delays, interruptions, delivery failures, or any other failure of the Service caused by problems relating to your own network connections or electronic communications links, including the Internet.

3.7           If you are not happy with the Service, please notify us. We will use reasonable efforts to resolve your complaint as soon as possible. If we cannot do so, you may cancel this Agreement at any time. No refunds will be given on subscription fees paid by you unless you give notice of cancellation within 30 days from the date that you created an account.

4.             Changes in functionality

4.1           The method and means of providing the Service shall be under our exclusive control, management, and supervision.  

4.2           During the term of this Agreement, we may change certain features and functionality of the Service and/or the Licensed Software at our sole discretion.

4.3           We shall publish notice of any expected changes on our website and you will be responsible for checking whether any changes have been made before using the Service. If you object to any changes made to the Service, your sole remedy will be to terminate this Agreement and cease any further use of the Service. If you do so, you will not be entitled to claim any compensation from or repayment of any amounts already paid to us.

4.4           Similarly, if we improve or increase the features or functionality of the Service or the Licensed Software through changes that are made, you will enjoy the benefit of such changes at no additional charge. Unless the new feature is introduced as a premium feature that requires an additional payment in order to gain access to the feature.

5.             Third-party services

5.1           In the course of performing the Service, our systems will need to interact with the Third Party Services designated by you. You acknowledge that we do not have any control over the functioning of such Third Party Services and that we shall not be held liable in relation to the use of any such Third Party Services when you access and use the Service.

5.2           Any contract entered into and any transaction completed by you with any provider or supplier of a Third Party Service is between you and the relevant third party, and we will not be a party to that contract and will not owe any obligations to that provider.

6.             Information security and data protection

6.1           TimeToReply only views and stores the Email Header Information of emails tracked by the Service. We do not access, view, or store the body or attachments of any email sent or received by you or your users. The Service operates by ingesting email Header Information and processing it to produce email reply time reports and other email performance metrics.

6.2           Header Information once gathered is stored on servers hosted by Amazon Web Services, which are not accessible via the public internet. The transmission of data via our API’s between our servers and Third Party Services is secured using SSL.

6.3           We keep all your data both private and secure through a multi-layered physical and network-level security hierarchy. Please see our Security Document for details of the platform security procedures and processes used by us. For direct inquiries, please contact support@timetoreply.com.

6.4           We undertake to only collect, use, store or process your data (including any personal information about any identifiable individual) in compliance with the GDPR and all applicable laws, and only where it is necessary for the purposes of performing the Service or complying with any of our obligations under this Agreement. Please review our Privacy Notice for more details on how we process your data and your rights with regard to your data.

7.             Fees and payments

7.1           Subscription fees will be paid according to the rates published on our website or otherwise separately quoted and accepted by you. Please note that our rates may change from time to time.

7.2           Where you are paying by credit card, you shall provide us with valid, up-to-date and complete credit card details, and you hereby authorize TimeToReply to bill all subscription fees to that credit card on the date when such fees are due.

7.3            If any payment is not made when due, we reserve the right, without prejudice to any other rights and remedies we may hold, to disable your access to the Service and we shall not be under any obligation to provide the Services while any amounts due remain unpaid.

7.4            We may also charge interest on any overdue amounts at an annual rate equal to 5% over the then-current base lending rate of our bankers in the United Kingdom at the date the relevant amount became due, commencing on the due date and continuing until fully paid

7.5            All fees stated or referred to in this Agreement a) shall be payable in US Dollars; b) are exclusive of value-added tax or any other applicable sales tax, which will be added to the fees payable at the relevant statutory rate in force at that time.

7.6            We may increase the subscription fees payable in respect of any additional mailboxes added to your account after registration. We reserve the right to charge the current pricing for any additional mailboxes you add to your account. Similarly, the subscription fees payable will be reduced accordingly if you remove any mailboxes from your account.

8.             Disclaimers

8.1           THE SERVICE, LICENSED SOFTWARE, DOCUMENTATION, AND RELATED INFORMATION ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TIMETOREPLY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES AS TO THE CORRECTNESS OR SUITABILITY OF THE SERVICE, LICENSED SOFTWARE, DOCUMENTATION, OR ANY RELATED INFORMATION FOR THE CUSTOMER’S PURPOSES.

8.2           TIMETOREPLY, ITS OFFICERS, DIRECTORS, EMPLOYEES, SUPPLIERS, SERVICE PROVIDERS, PARTNERS, AFFILIATES AND AGENTS, WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS OR LIABILITY INCURRED BY THE CUSTOMER OR ANY OTHER PERSON WHICH RESULTS FROM OR IS CONNECTED TO THEIR USE OR INABILITY TO USE THE SERVICE, LICENSED SOFTWARE, DOCUMENTATION OR RELATED INFORMATION.

8.3           TO THE FULLEST EXTENT POSSIBLE UNDER ANY APPLICABLE LAW, TIMETOREPLY DISCLAIMS ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, ECONOMIC, CONSEQUENTIAL LOSS OR LOSS OF PROFITS, RESULTING FROM THE USE OF THE SERVICE, LICENSED SOFTWARE, DOCUMENTATION OR RELATED INFORMATION IN ANY MANNER.

9.             Indemnity

THE CUSTOMER INDEMNIFIES AND HOLDS HARMLESS TIMETOREPLY, ITS OFFICERS, DIRECTORS, EMPLOYEES, SUPPLIERS, SERVICE PROVIDERS, PARTNERS, AFFILIATES AND AGENTS FROM ANY CLAIM, DEMAND, ACTION, APPLICATION OR OTHER PROCEEDINGS, INCLUDING FOR REASONABLE ATTORNEYS FEES AND RELATED COSTS, MADE BY THE CUSTOMER OR ANY OTHER PERSON DUE TO OR ARISING OUT OF OR IN CONNECTION WITH ITS USE OF THE SERVICE, OR ITS BREACH OF THIS AGREEMENT, OR ITS VIOLATION OF ANY LAW OR THE RIGHTS OF ANY PERSON.

10.          Intellectual property protection

10.1        All intellectual property rights in the Service, Licensed Software, or Documentation, including any code, databases, user interfaces, dashboards, reports, logs, analytic metrics and data, text, images, or any other original works incorporated in or associated with the Service, Licensed Software, and Documentation, is owned by or licensed to TimeToReply.

10.2        Except as expressly stated herein, this Agreement does not grant to you any licence or rights to, or in, any intellectual property owned or licenced by us, including any patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services, Licensed Software or Documentation.

10.3        The intellectual property rights in your data will belong to you. However, you grant to us a non-exclusive, royalty-free, perpetual, irrevocable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display any Header Information solely for the performance and effective operation of the Service and the presentation of its results.

11.          Confidentiality

11.1        We each undertake to hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.

11.2        We shall each take all reasonable steps to ensure that the other’s Confidential Information is not disclosed or distributed in violation of the terms of this clause.

11.3        You acknowledge that details of the Service and the results of the Service constitute our Confidential Information. We acknowledge that your Customer Data constitutes your Confidential Information.

12.          Support

12.1        We will, as part of the Service and at no additional cost to you, provide our standard customer support services during normal business hours in accordance with our Support Policy in effect at that time. 

12.2        You may request additional or enhanced support services separately from us or our resellers. Such services will be charged at our current rates, available on request.

13.          Termination of this Agreement

13.1        We reserve the right, in our sole discretion, to terminate this Agreement if:

  1. a)   we regard any action or inaction taken by you (or any person who uses your account) as an abuse of the Service;
  2. b)   where events beyond our reasonable control, including acts of God, force majeure events, technical failures or service interruptions ( including third party services) prevent us from continuing to make the Service available for a period of 60 (sixty) days or more.

13.2        If you breach any provision of this Agreement, we may, without prejudice to any other rights we have in law, including our right to claim damages, either enforce the relevant provisions of this Agreement or cancel this Agreement.

13.3        On termination of this Agreement you will be required to immediately stop using the Service. You will be afforded a reasonable period to download and export any data that remains on our system before we delete your data forever.

14.          Electronic communications

14.1        You agree that all notices, requests, claims, demands or other communications made in terms of this Agreement may be in the form of a data message, including e-mail, SMS and instant messages. Any data message sent by you to our website or to us directly will be deemed to be received only when we acknowledge receipt.

14.2        Electronic communications sent by us to you will be deemed to be received when the complete communication enters an information system designated or used by you for the purpose of sending and receiving such communications, and is capable of being retrieved and processed by you.

15.          General

15.1        You may not cede, sub-license or otherwise transfer any rights you have under this Agreement or which may otherwise have been obtained through your use of the Service to any other person without our prior written approval.

15.2        If any part of this Agreement is found to be partially or fully unenforceable, for whatever reason, this will have no effect on the enforceability of the rest of this Agreement.

15.3        This Agreement, as amended from time to time, contains a record of the entire agreement between us and does not include any prior representations, warranties or terms which are not included in this Agreement.

15.4        It is expressly agreed that neither of us has the authority to bind the other to any third person, or to otherwise act in any way as the representative of the other, or to incur any liability on behalf of the other, or to pledge the credit of the other party, unless otherwise agreed upon in writing between us.

15.5        Our failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision nor of our right to enforce that provision.

15.6        This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with, the laws of England and Wales. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

16.          Amendment of this Agreement

16.1        We reserve the right, at any time, to amend any of the provisions of this Agreement. An updated version of this Agreement containing any amended or new terms and conditions will be posted on our website from time to time. Any amendment made to this Agreement will become binding and enforceable from the date of publication.

16.2        You acknowledge and agree that it will be your responsibility to read the latest version of this Agreement before using the Service. If you object to any amendment which is binding on you or which may become binding on you, you must stop accessing and using the Service immediately.