Terms and Conditions

1.1 We operate the website www.commissionly.io. We are Commissionly Limited, a company registered in England and Wales under company number 11559067.

1.2 You may contact us by e-mailing us at info@commissionly.io.

Your use of our site is governed by these Terms and our Acceptable Use Policy referenced above). Please take the time to read them, as they include important terms which apply to you. You are granted permission to use the Services provided that:
 
2.1  You use your legal full name, or the full name and company number of the organization you represent, a valid email address, and have completed the request for any additional information during the sign up process;

2.2  If you’re using the Services for an organization, you agree to be responsible for all actions of any persons given access to use the Services through your account;

2.3  You are at least 18 years of age;

2.4 You confirm that you have authority to bind any organization or business on whose behalf you use our site or the Services;

2.5  The Agreement constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter;

2.6  You acknowledge that in entering into this Agreement you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any other part of the Agreement; and

2.7  You shall have no claim for misrepresentation based on any statement in this Agreement.

3.1  We use your personal information in accordance with our Privacy Policy linked above. By using the Services, you hereby acknowledge that you have read and understand such Privacy Policy and consent to the use of your information described therein.

4.1  You agree that we may amend these Terms and the Agreement from time to time, in our sole discretion.

4.2  Every time you order Services from us, the Terms in force at the time of your order will apply to the Agreement between you and us.

4.3  We may revise these Terms as they apply to your order from time to time.

4.4  If we have to revise these Terms as they apply to your order, we will contact you to give you reasonable notice of the changes. If you don’t agree to such changes, then you may cancel the Agreement pursuant to these Terms. You may cancel either in respect of all the affected Services or the Services you have yet to receive.

5.1  The prices of the Services will be as quoted on our site at the time you submit your order or otherwise in your written Order Form.

5.2 Prices for our Services may change from time to time, in our discretion.

5.3  The price of a Service includes VAT (if applicable) or other applicable taxes, at the then current rate chargeable in the applicable jurisdiction.

6.1  We only supply the Services for internal use by your business, and you agree not to use the Service for any commercial resale, redistribution, or other commercial purposes.

7.1  We will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), related to breach of statutory duty, or otherwise, for:
 
(a)  any loss of profits, sales, business, or revenue;
(b)  loss or corruption of data, information or software;
(c)  loss of business opportunity;
(d)  loss of anticipated savings;
(e)  loss of goodwill; or
(f)  any indirect or consequential loss.
 
7.2  OUR TOTAL LIABILITY TO YOU IN RESPECT OF ALL LOSSES ARISING UNDER OR IN CONNECTION WITH THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), RELATED TO BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL IN NO CIRCUMSTANCES EXCEED THE PRICE OF THE SERVICES FOR THE MOST RECENT 6-MONTH PERIOD.

7.3  Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Services are suitable for your purposes.

8.1  We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Agreement that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 8.2.

8.2  An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial actions by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, pandemic, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

8.3  If an Event Outside Our Control takes place that affects the performance of our obligations under our Agreement:
 
(a)  we will contact you as soon as reasonably possible to notify you; and
(b)  our obligations under our Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Services to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.

9.1  If you promptly notify us in writing of a third-party claim against you that the Services infringe such third party’s intellectual property rights arising under the laws applicable to the delivery of the Services, we will defend such claim at our expense and will pay any costs or damages that may be finally awarded against you. We will not indemnify you, however, if the claim of infringement is caused by (i) your misuse of the Services; (ii) your use of the Services in combination with any product or service not owned or developed by us; (iii) information, direction, specification, software or materials provided by you or any third party not under our direction; or (iv) your use of the Services other than in accordance with these Terms.

9.2   If any aspect of the Services is, or in our opinion is likely to be, held to be infringing, we shall at our expense and option either (a) procure the right for you to continue using it, (b) replace it with a non-infringing equivalent, (c) modify it to make it non-infringing or (d) terminate your subscription to the Services upon not less than 15 days’ written notice and refund to you a pro-rata portion of any prepaid fees.

9.3   The remedies set out in Clauses 9.1 and 9.2 constitute your sole and exclusive remedies and our entire liability with respect to infringement.

9.4   Unless we expressly agree otherwise and except to the extent any claim is covered by our preceding indemnity obligations, you agree to indemnify and hold us harmless from third-party claims arising out of your use or misuse of the Services.

9.5   To receive the indemnities set out in clauses 9.1 and 9.4, the party seeking indemnification must promptly notify the other in writing of a claim or suit and provide reasonable cooperation (at the indemnifying party’s expense) and full authority to defend or settle the claim or suit. The indemnifying party shall have no obligation to indemnify the indemnified party under any settlement made without the indemnifying party’s written consent.

9.6    Each party will determine the types and amounts of insurance coverage it requires in connection with this Agreement.  Neither party is required to obtain insurance for the benefit of the other party.  Each party shall pay all costs and receive all benefits under policies arranged by it.  Each party waives rights of subrogation it may otherwise have regarding the other party’s insurance policies, including but not limited to property insurance, business interruption insurance, and other first-party insurance.

10.1  We may transfer our rights and obligations under our Agreement to another organization without notice, but this will not affect your rights or our obligations under these Terms.

10.2  You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.

10.3  This Contract is between you and us. No other person shall have any rights to enforce any of its terms.

10.4  Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

10.5   If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

10.6  Any dispute or claim arising out of or in connection with our Agreement or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the state of Delaware without giving effect to its conflict of laws principles.

11.1  Monthly Agreements: Monthly Agreements automatically renew at the end of each month. Either of us may terminate the monthly Agreement at any time and for any or no reason by providing at least sixty (60) days written notice to the other party. Upon termination, the terminating party shall not be subjected to any penalties or fees other than the amount due for the Services received (or those that would have been received) up to and including the date termination becomes effective. Upon termination, no refunds will be made.

11.2 Annual Agreements: 
 
(a) Annual Agreements paid for on the monthly payment plan automatically renew at the end of each year. Either of us may terminate the annual Agreement at any time and for any or no reason by providing written notice to the other party at least three (3) months in advance. It is agreed that upon notice of such termination, you will yet owe monthly payments for each of the next three months and there shall be no refunds of any fees already paid, irrespective of the amount of time remaining in the annual term at the point of termination. 

(b) Annual Agreements paid for on the annual payment plan automatically renew at the end of each year; provided, however, that if either of us gives notice of non-renewal at least 30 days prior to the end of the then-current annual period, such annual Agreement will not renew. It is agreed that upon such notice of non-renewal or other termination, there shall be no refunds of any fees already paid, irrespective of the amount of time remaining in the annual term at the point of termination. 
 
11.3 Notice: All notices of termination must be given in writing and shall be deemed delivered, when sent by email, with confirmation of receipt, or when delivered by registered or certified mail, with postage prepaid and return receipt requested, to the address specified in the Agreement or to another address as either party may specify in writing.

11.4 Effect of Termination: Termination of the Agreement shall not affect any liabilities incurred by either party prior to the effective date of the termination, nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.