Help & Support
Terms and Conditions
MASTER SUBSCRIPTION AGREEMENT This master subscription agreement ("Agreement") is a legal agreement between you and Pulsion Technology Limited, a company incorporated in Scotland under the Companies Acts and whose registered office is at 5 Eagle Street, Glasgow, Strathclyde, G4 9XA ("Pulsion"). Please read this Agreement carefully and print out a copy for your records. By signing this agreement as part of the ordering process and downloading, installing, copying or otherwise using the Service (defined below) you agree to be bound by all of the terms of this Agreement. You can only enter into this Agreement on behalf of a company or such other business entity and you represent that you have the authority to bind such entity to this Agreement, in which case the terms "you" or "your" shall refer to such entity. 1. Definitions 1.1 The following terms shall have the following meanings:- "Additional Fee" means the fee for the Additional Services as detailed on the applicable part of the Website or confirmed to you by Pulsion via e-mail as may be varied upon notification to you, from time to time, by Pulsion using its sole discretion; "Additional Services" means the additional services which Pulsion may make available to you from time to time including without prejudice to the foregoing generality, retrieval of Data and application programming interface services; "Additional User Fee" means the fee payable to enable you to allow additional Named Users to use the Full Licensed Services for a period of one calendar month at an amount detailed in the applicable part of the Website or as may be varied on notification to you from time to time by Pulsion using its sole discretion; "Commencement Date" means the date of acceptance of this Agreement; "Confidential Information" means any and all information belonging to either party which is designated as confidential or which ought reasonably to be regarded as such; "Content" means the standard forms available on the Website as may be varied from time to time; "Data" means the data which you submit to Pulsion during your use of the Services including, without limitation, any bespoke forms designed by you via the Website; "Full Licensed Services" means the Services purchased by you from time to time via the Website following payment of the Licence Fee; "Intellectual Property Rights" means patents, inventions, know-how, trade marks (whether registered or unregistered), design rights (whether registered or unregistered), copyright, database rights, together with any and all other intellectual property rights, or rights of a similar nature, whether existing in the United Kingdom or elsewhere, together with any applications for any of the foregoing; "Licence Fee" means the fee payable to enable you and your Named User to gain access to the Full Licensed Services for a period of one calendar month at an amount detailed in the applicable part of the Website or as may be varied on notification to you from time to time by Pulsion using its sole discretion; "Named User" means a user expressly named in your registration or as further agreed between the parties; "Services" means the Software, Content and Technical Support available to you from time to time via the Website; "Software" means the Pulsion eSquiggles mobile software which you have selected to download. The term "Software" shall also include any upgrades, modified versions or updates of the eSquiggles mobile software made available to you by Pulsion and any third party software utilised in the Software and/or Content; "Technical Support" means the technical support described in Clause 5 forming part of the Services; "Trial Period" means 28 days from the date of sign up for the Trial Version of the service; "Trial Services" means the version of the Services identified as a Trial Version and subscribed to from the Website for use in the Trial Period; "Website" means eSquiggles.com or any subsequent URL which may replace it. 1.2 As used in this Agreement:- 1.2.1 the singular includes the plural and vice versa; and 1.2.2 the masculine includes the feminine and the neuter. 1.3 Reference to any statute, enactment, order, regulation or other similar instrument shall be construed as a reference to the statute, enactment, order, regulation or instrument as amended by any subsequent statute, enactment, order, regulation or instrument or as contained in any subsequent re-enactment thereof. 1.4 All headings included in this Agreement are for ease of reference only and shall not effect the interpretation or construction of this Agreement. 1.5 Reference to "Clause" is, unless otherwise provided, reference to a clause of this Agreement. 2. Grant of Licence 2.1 Subject to the terms of this Agreement, Pulsion hereby grants you a non-exclusive, non-transferable, revocable licence to:- 2.1.1 use the Services designated to one Named User. 2.1.2 copy the Content and Data for back-up or archival purposes. ,solely for your own business purposes. 2.2 Notwithstanding the foregoing, you acknowledge and agree that, depending on the version of the Services (Trial Services or Full Licensed Services) you select to download, certain restrictions may apply to your use of the Services and certain features of the Services may be unavailable to you or available subject to certain limitations. 3. Trial Services 3.1 If you select to access Trial Services, you will only be able to access the Trial Services for the Trial Period. There will be no charge for the Services during the Trial Period. 3.2 Unless you pay the Licence Fee, the Services will become inoperable and automatically expire at the end of the Trial Period. 4. Full Licensed Services If you select to use the Full Licensed Services and pay the Licence Fee, your ability to access the Services will continue, subject to the terms of this Agreement. 5. Technical Support Pulsion shall use reasonable endeavours to provide you with Technical Support subject to the service support level outlined at the time of signing up for the service. All Technical Support is provided subject to Pulsion's then current technical support policy and will include a fault fixing facility as displayed on the Website. 6. Licence Restrictions 6.1 You acknowledge that the foregoing licence granted in Clause 2.1 hereof extends only to the features and functionality of the Software version as described in the Website . 6.2 You shall not:- 6.2.1 licence, sub-licence, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make the Services or any part of the Services available to any third party or Unauthorised User in any way; or 6.2.2 modify or make derivative works based upon the Services; or 6.2.3 create internet "links" to the Services or "frame" or "mirror" any Content on any other server or wireless or internet-based device; or 6.2.4 reverse engineer or access the Services or any part of the Services in order to:- 6.2.4.1 build a competitive product or service; or 6.2.4.2 build a product using similar ideas, features, functions or graphics of the Services; or 6.2.4.3 copy any ideas, features, functions or graphics of the Services. 6.2.5 Licences to the Services granted in favour of a particular Named User cannot be shared or used by more than one Named User but may be reassigned from time to time to new users who are replacing the former Named User who has terminated employment or otherwise changed job status or function and no longer uses the Services. In order to change a Named User or add additional Named Users, you must promptly register the name of the new user on your account. The Full Licensed Services shall become available to any additional Named User upon registration on your account (“Additional User Commencement Date”). 6.2.6 You may use the Services only for your internal business purposes and shall not utilise the Services:- 6.2.6.1 to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; 6.2.6.2 to store infringing, obscene, threatening, libellous, or otherwise harmful or torturous material, including material harmful to children or violative of third party privacy rights; 6.2.6.3 to send or store material containing software viruses, worms, Trojan horses or other harmful computer codes, files, scripts, agents or programmes; 6.2.6.4 to interfere with or disrupt the integrity or performance of the Services; or 6.2.6.5 to attempt to gain unauthorised access to the Services or its related systems or networks. 7. Application Programming Interface Subject to the payment of the applicable Additional Fee, Pulsion offers integration capabilities via an application programming interface (“API”). The integration via API is not automatic and the number of API calls you can make is limited. This agreement does not give you access the API. 8. Title You agree that no title to any Intellectual Property Rights in any part of the Services and the Website are transferred to you. Title and ownership of all Intellectual Property Rights in and to the Services and the Website shall remain the exclusive property of Pulsion and/or Pulsion's licensors. 9. Your Responsibilities 9.1 You shall abide by all applicable laws, treaties and regulations in connection with your use of the Services including inter alia the Data Protection Act 2018 as may be amended from time to time. 9.2 You shall:- 9.2.1 notify Pulsion immediately of any unauthorised use of the Services and any other known or suspected breach of security; 9.2.2 report to Pulsion immediately and use reasonable efforts to stop immediately any copying or distribution of Services that is known or suspected by you; and 9.2.3 not impersonate another Website user or provide false identity information to gain access to or use the Services. 10. Data 10.1 You have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and Intellectual Property Rights ownership and right to use the Data. For the avoidance of doubt, however, Pulsion shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data by you, or any person who, in Pulsion’s reasonable opinion, appears to be authorised by you. 10.2 As you shall supply Pulsion with the Data, you shall be regarded as a Data Controller as defined in the Data Protection Act 2018 as may be amended from time to time ("DPA"). For the avoidance of doubt, Pulsion shall not use Data for any purpose outwith this Agreement and, as such, shall not be considered to be a Data Controller as defined in the DPA in respect of such Data. 11. Data Back Up 11.1 Pulsion will make all reasonable endeavours to hold back up copies of the Data for a period of 6 months from date of receipt of the Data. The maximum amount of Data which Pulsion will back up as part of the Licence Fee is 4GB. If the amount of storage required exceeds these limits, you will be charged an Additional Fee. 11.2 Pulsion will use reasonable efforts to notify you when the average back up Data storage used per licence reaches approximately 90% of the maximum; however, any failure by Pulsion to so notify you shall not affect your responsibility for such Additional Fee. Pulsion reserves the right to establish or modify its general practices and limits relating to storage of Data. 11.3 Upon payment of the relevant Additional Fee, you can access Data stored by Pulsion as outlined in Clause 11.1 above. Pulsion may be able to retrieve the Data which you have deleted and which has not been stored by Pulsion in accordance with Clause 11.1 above, for a further Additional Fee which shall be determined by Pulsion, using its sole discretion. 12. Your Information 12.1 The information that Pulsion collects about you on the registration form, will be used lawfully in accordance with the DPA. 13. Billing 13.1 You must provide Pulsion with direct debit bank account details to enable payment when registering for the Services. 13.2 Pulsion will make the Full Licensed Services available to you upon payment of the Licence Fee. The first deduction of the Licence Fee will be made from your bank account immediately following the Commencement Date. Thereafter, Pulsion will automatically bill your credit or debit card and issue an invoice to you every calendar month from the date on which the payment of the first Licence Fee was made. 13.3 Any Additional Fee shall be payable on the date of purchase of the relevant Additional Services and shall be deducted from your bank account automatically. An invoice in respect of such payment shall also be issued to you. 13.4 In the event that an additional Named User is requested as detailed in Clause 6.2.5, the initial month's Additional User Fee shall be calculated from the Additional User Commencement Date to the end of that month. Thereafter, any Additional User Fee shall be automatically included in the aforementioned Licence Fee, as detailed above. 13.5 Pulsion's Licence Fee is exclusive of VAT and exclusive of all other taxes, levies, or duties imposed by your local taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. 13.6 If you believe any invoice issued to you is incorrect, you must contact us in writing, within 60 days of the date of the invoice containing the amount in question to be eligible, to receive an adjustment or credit. 13.7 Subject to Clause 13.6 above, all payment obligations are non-cancellable and all amounts paid are non-refundable. 13.8 You are responsible for paying the Licence Fee and any applicable Additional Fee, whether or not the Services are actively used. 13.9 Pulsion reserves the right to modify its Licence Fee and any Additional Fee and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. 14. Non-Payment and Suspension 14.1 In addition to any other rights granted to Pulsion herein, Pulsion reserves the right to suspend your access to the Services if your account falls into arrears. 14.2 Pulsion shall be entitled to charge interest on any sums outstanding at a rate of 5% over the base rate of the Royal Bank of Scotland as may be varied from time to time, from the due date for payment until receipt of cleared funds, plus all expenses of collection. 14.3 You will continue to be charged for the Services during any period of suspension resulting from your account being in arrears. 14.4 If you or Pulsion terminates this Agreement, you will be obligated to pay the balance of Licence Fee and/or Additional User Fee due to Pulsion at the date of termination as Pulsion may, in its own discretion, reasonably determine. You agree that Pulsion may charge such unpaid sums to your credit card or otherwise bill you for such unpaid sums. 14.5 Pulsion reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Services. 15. Term and Termination Upon Expiration 15.1 This Agreement commences on the Commencement Date and shall continue for at least one year and thereafter as long as the Licence Fee (and any applicable Additional Fee) is paid and the Services are available. 15.2 Either party may terminate this Agreement, by giving the other party at least thirty (30) business days prior written notice. In the event this Agreement is terminated, other than by reason of your material breach, Pulsion will make available to you a file of the stored Data within 30 days of termination, if you so request at the time of termination, for an Additional Fee. You agree and acknowledge that Pulsion has no obligation to retain the Data, and may delete such Data following termination. 16. Termination for Cause 16.1 Pulsion shall be entitled to terminate this Agreement and your access to the Services in the event you are in material breach of this Agreement, including but not limited to failure to pay or unauthorised use of Pulsion's Software or the Services and such breach has not been cured within 28 days of notice of such breach. 16.2 Pulsion shall be entitled to terminate this Agreement in the event that you present a petition or have a petition presented by a creditor for your winding up, or convene a meeting to pass a resolution for voluntary winding up, or enter any liquidation, other than for the purposes of a bona fide reconstruction or amalgamation, call a meeting of your creditors or, have a receiver, administrator or similar officer of all or any of your undertakings or assets appointed, or be deemed by virtue of the relevant statutory provisions under the applicable law to be unable to pay your debts. 16.3 You acknowledge that in the event of termination of this Agreement by Pulsion under this Clause 16, Pulsion shall have no obligation to return the Data and any Data may be irretrievably deleted. 17. Representations and Warranties 17.1 Each party represents and warrants that it has the legal power and authority to enter into this Agreement. 17.2 Pulsion represents and warrants that it will provide the Services with reasonable skill and care. 17.3 You represent and warrant that you have not provided any false information to gain access to the Services and that your billing information is correct. 17.4 You represent and warrant that you are not purchasing the Software as an individual or consumer. 17.5 Except as otherwise provided in this Clause 17, Pulsion makes no representations or warranties and expressly excludes the same whether express, implied or otherwise in so far as it is not prevented by legislation from so doing. 17.6 You acknowledge that no Software can be error free and agree that the existence of such errors in the Software shall not constitute a breach of this Agreement. 17.7 The parties agree that when using the Website, Software and the Services, they shall use all efforts to prevent the transmission of viruses. However, neither party shall be liable to the other for any losses suffered due to the transmission of such viruses. 18. Indemnification 18.1 You shall indemnify and hold Pulsion, its licensors, subsidiaries, affiliates, officers, directors, employees and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including legal fees and costs arising out of or in connection with: 18.1.1 a claim alleging that use of the Data is unlawful or infringes the rights of, or has caused harm to, a third party; 18.1.2 a breach by you of your representations and warranties; 18.1.3. a claim arising from a breach by you of this Agreement; 18.1.4 any negligent act or omission by you; or 18.1.5 any claims arising from any Intellectual Property Rights or third party infringement arising from the combination of the Services with any of your products, service, hardware or business process. 19. Internet Delays The Services may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. Pulsion is not responsible for any delays, delivery failures, or other damage resulting from such problems. 20. Limitation of Liability 20.1 Pulsion shall not be liable for any consequential loss, damage, or corruption of other software or data, or for loss of profit, business, revenue, goodwill or anticipated savings. 20.2 Pulsion does not exclude liability for death or personal injury as a result of the negligence of Pulsion, its employees, agents or authorised representatives. 20.3 Subject to the provisions hereof and except insofar as Pulsion's liability may not be excluded or limited by law, you acknowledge and agree that Pulsion's entire and aggregate liability whether under this Agreement or otherwise (including under the laws of negligence) shall be limited to the total of the Licence Fee, Additional Fee and/or Additional User Fee paid by you in the 12 month period immediately preceding the event giving rise to such claim. 21. Confidentiality 21.1 Subject to Clause 21.2 below, each party agrees to maintain secret and confidential all Confidential Information obtained from the other, both pursuant to this Agreement and prior to and in contemplation of it and all other Confidential Information that it may acquire from the other in the course of this Agreement, to respect the other’s proprietary rights therein and to use the same exclusively for the purposes of this Agreement, and to disclose the same only to those of its employees pursuant to this Agreement to whom and to the extent that such disclosure is reasonably necessary for the purpose of this Agreement. 21.2 The obligations of confidentiality detailed in Clause 21.1 above shall not apply to Confidential Information which:- 21.2.1 prior to receipt thereof by the recipient party, was in the possession of the recipient party and at its free disposal; 21.2.2 is subsequently disclosed to the recipient party without any obligations of confidence by a third party who has not derived it directly or indirectly from the disclosing party; 21.2.3 is or becomes generally available to the public in printed publications or by general circulation through no act or default of the recipient party or its agents or employees; 21.2.4 is required to be disclosed by law. 21.3 Each party shall procure that all its employees who have access to any Confidential Information of the other party and to which the obligations of this Clause 21 apply, shall be made aware of and be subject to these obligations. 22. Force Majeure Pulsion shall be under no liability to you in respect of anything which may constitute breach of this Agreement arising by reason of force majeure, namely, circumstances beyond the control of Pulsion which shall include, but shall not be limited to, acts of God, perils of the sea or air, fire, flood, drought, explosion, sabotage, accident, embargo, riot, civil commotion or civil authority, including acts of local government and parliamentary authority; inability to supply the Software, materials, breakdown of equipment and labour disputes of whatever nature and for whatever cause arising including, but without prejudice to the generality of the foregoing, work to rule, overtime bars, strikes and lockouts. 23. Waiver Failure or neglect by Pulsion to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of the Pulsion's rights hereunder nor in any way affect the validity of the whole or any part of this Agreement nor prejudice Pulsion's rights to take subsequent action. 24. Severability In the event that any of these terms, conditions or provisions shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law. 25. Entire Agreement This Agreement constitutes the entire agreement and understanding and supersedes any previous agreement and understanding between the parties hereto, relative to the subject matter hereof. 26. Amendment Pulsion reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Services at any time, effective upon sending you an updated version of this Agreement. Continued use of the Services after any such changes shall constitute your consent to such changes. 27. Notices 27.1 Unless otherwise stated in this Agreement, any notices required to be given under this Agreement by either party to the other shall be in writing and shall be served by sending the same by pre-paid recorded delivery post to the address of the other party as given herein or to such other address as may have been previously notified. 27.2 Unless otherwise stated in this Agreement, any notice to Pulsion shall be sufficiently served if served as aforesaid to the address detailed in the Website and marked for the attention of the eSquiggles Operations Manager. 27.3 Unless otherwise stated in this Agreement, any notice to you shall be sufficiently served if served as aforesaid to the address provided to Pulsion along with your billing information as detailed in Clause 12.1. 27.4 Any notice served by recorded delivery post as provided in this Clause 27 shall be deemed duly served at the expiry of 3 days after the date of posting. In proving service, it shall be sufficient to prove that the envelope was properly addressed, stamped and posted to the appropriate party in accordance with this Clause 27. 28. General 28.1 You shall not be entitled to novate, assign or transfer your rights and/or obligations under this Agreement without the prior written consent of Pulsion. Pulsion reserves the right to novate, assign or transfer its rights and/or obligations under this Agreement at any time without reference to you. 28.2 Nothing in this Agreement is evidence of a joint venture or partnership. Neither party is the agent of the other and neither party shall give any undertaking on behalf of the other. 28.3 If there is a conflict between this Agreement and any provision in any supplemental agreement or policy, the provisions of this Agreement will prevail, unless that supplemental agreement or policy expressly provides to the contrary. 29. Governing Law The parties hereby agree that this Agreement shall be construed in accordance with and governed by Scots law and both parties hereby agree to submit to the exclusive jurisdiction of the Scottish courts in all matters pertaining hereto. 30. Use of Microsoft Mapping Components The parties hereby agree to the following terms of use http://www.microsoft.com/maps/assets/docs/terms.aspx#l1 for Microsoft mapping components. This only applies if the parties are using these components.