Terms of Service

Effective from 12 May 2021

OVERVIEW OF THESE CONDITIONS

This Terms of Services and Conditions document (these “conditions”) is between you (the “Client”) using our services and us, WHEN THEN LIMITED, an Ireland corporation located at 426 Clonard Road, Kimmage, Dublin 12, Ireland, with Registration Number 682045 and Tax Number IE3718293BH (referred herein as “WHEN THEN” or “we” or “us” or “our”). These Conditions govern your use of our website (“Website”) to automate your payment data and provide insights about the payments that go through your services (our “Services”).

By accessing our Website, creating an account (“Client Account”) and/or connecting your payment data and other applications to your Client Account, you agree to these Conditions and any changes that may be provided later. Should you disagree with any provision or paragraph in these Conditions, your only option is to refrain from our Services.

These Conditions are in addition to other agreements and policies, which are referenced herein or available on the Website. You are required to read and agree to them, too. Should you have any issues or concerns regarding these Conditions or other agreements and policies, please reach out to us via the contact information provided at the bottom of these Conditions.

DESCRIPTION OF SERVICES

WHEN THEN provides a web application and application programme interface, which provides Clients with easy access to all the payments processes and business applications in which they rely on to run their payment stack and business operations. More information about our Services is provided via the Website homepage and your Client Account area. Clients are required to set up a Client Account on our Website, subscribe to a plan and connect their payment processes and other apps to their Client Account, including adding co-workers or employees where necessary. 

WHEN THEN is not a payment processor. We do not process payments on behalf of our Clients. We only provide the Services described above or any applicable area on the Website.

ACCOUNT REGISTRATION

As noted above, you are required to create a Client Account on the Website to use our Services. Creating a Client Account will require you to submit certain personal data, such as your name, company name, company email address and phone number. By submitting personal data to us, you warrant that the personal data you submit is accurate, complete and up-to-date and that you will maintain this accuracy by updating your data when the need arises. 

You must maintain the confidentiality of your Client Account. Your login credentials must be available only to you or any other representative of your company. WHEN THEN will not be liable for any loss, damage, access or alteration that occurs from your inability to keep your login credentials confidential. You should also notify us immediately if you think unauthorised persons have access to your Client Account.

If you are creating a Client Account as a representative, you warrant that you have the authority to act on behalf of the applicable company. We reserve the right to terminate your use of our Services if we find you to be in violation of this paragraph. We also have the right to, at any time, verify your affiliation with such a company.

As a functionality of the Website, and for better user experience, WHEN THEN provides you with the ability to sign up or log in to your Client Account via a social media plugin (such as Google, Slack and Microsoft). If you connect any of these plugins to the Website, you are authorising WHEN THEN to obtain the personal data you have on the applicable plugin to create a Client Account on our Service. 

You are responsible for complying with these Conditions and the activities under your Client Account. You warrant to us that:

• You will comply and cause your co-workers and customers to comply with these Conditions and any applicable law, statute and regulation;
• You will be responsible for all activities that occur under your Client Account and any breach or violation thereof;
• You will maintain the necessary and appropriate organisational and technical security measures needed to protect your website, services and any personal data collected about your customers; and 
• You have the right network and system sufficient enough to use our Services. 

INTELLECTUAL PROPERTY RIGHTS

Apart from the content that belongs to third parties, the content on the Website, including, without limitation, our articles, images, videos, icons, graphics, audios, databases, designs, software development kits and source codes (collectively, “Website Content”) and our trademarks, domain name, service marks, service names and logos are licensed to and owned by WHEN THEN, and they are subject to copyright, patent right and other intellectual property rights in Ireland, the United Kingdom (UK) and international conventions.

The Website Content is provided to you on an “as is” basis for your information and personal use only. WHEN THEN does not permit you to copy, use, reproduce, distribute, aggregate, advertise, transmit, license, sell or otherwise exploit the Website Content for any other purposes not described by us without our written approval.

You are not permitted to use our trademarks (including as part of domain names) in connection with any service or product in any way that may cause confusion, and you may not copy, imitate, edit or use our trademarks (in whole or part) without written permission from us. 

LICENSE TO USE THE WEBSITE

Subject to you (and your co-workers/employees and customers) compliance with these Conditions, WHEN THEN grants you a limited, non-transferable, non-exclusive, non-sublicensable, revocable license to access the Website and use our Services for your internal business needs, as described in our Services. 

PROHIBITED ACTIVITIES

In relation to your use of our Services, you agree to stay away from the following prohibited activities:

• Attempting to use our Services in order to learn proprietary information that may be used to compete with us;
• Except as permitted under these Conditions, you may not attempt to copy, duplicate, modify, download, create derivative works from, mirror, frame, republish, transmit, display or distribute any portion of our Services in any form or media without our written permission;
• Attempting to decompile, reverse-engineer or disassemble any portion or parts of the Website or Services;
• Engaging in the sale, renting, leasing, transferring, distributing, assigning or otherwise making your Client Account or our Services available to a third-party without our permission; 
• Creating an account for a third party in another way not permitted under these Conditions; and 
• Transmitting any viruses, trojan horses, worms or other harmful software on the Website or any system that makes it up. 

If we found out that your use of our Services violates this paragraph, we reserve the right to suspend, limit or terminate your access and your existing subscription. 

SUBSCRIPTION FEES AND PAYMENTS

Subscription fees: To use our Services, you are required to subscribe to a subscription plan between Starter, Growth, Scale and Enterprise (available in Monthly or Yearly durations). Information about these subscription plans and their applicable fees (“subscription fees”) are available on our pricing page. The subscription fees are payable in advance and in full before receiving our Services (unless we say otherwise). 

Payment: To pay the applicable subscription fees, you are required to add a payment method to your Client Account. We accept any credit cards supported by our payment processors (Stripe). By submitting your payment method data to us, and by subscribing to any of our subscription plans, you hereby authorise us to deduct the applicable subscription fees from your payment method. You also warrant to us that your payment method has money sufficient to cover the subscription fees applicable to the subscription plan. 

Auto-Renewal of subscription fees: Unless you cancel your subscription plan before the expiry date, we will charge the applicable subscription fees automatically after your current subscription plan expires. In order to prevent this, you are required to cancel before the expiry date. You may cancel your subscription via the billing section of your Client Account settings area. 

Taxes: Where applicable, our subscription fees will include the applicable tax. 

Refunds: Unless we say otherwise on the applicable pricing page, subscription fees are final and NON-REFUNDABLE. If you do not cancel a subscription plan before the expiry date, we will automatically charge you for the next billing cycle without refunds. 

Upgrades and Downgrades: You may upgrade or downgrade your current subscription plan to another subscription plan at any time. Any upgrade or downgrade will take effect after the expiry date of your current subscription plan. By downgrading your subscription plan, you understand that certain features existing on the current plan may not be available to you. 

Changes to subscription fees: We reserve the right to increase our subscription fees at any time without liability. However, any increment made will only apply to your next billing cycle.

Overages: Dependent on the subscription plan you are on, you will have a monthly allocation of actions that WHEN THEN can automate for you every month referred to as ‘Automated Actions‘. If you surpass the monthly allocation of automated actions you will be automatically charged an ‘overage‘ for every automated action WHEN THEN continues to perform for you for the remainder of the month. Overages range in pricing based on the plan you‘re on.

PCI-DSS COMPLIANCE

If you process, use, store or disclose cardholder data (i.e. the credit card details of your customers), then you are required to be compliant with (i) the security requirements and data practices of the Payment Card Industry and Data Security Standard (“PCI-DSS”); and (ii) all applicable laws, regulation, statutes and policies (in effect or implemented later) regarding the collection, use, disclosure and storage of cardholder data.

WHEN THEN is PCI-DSS level 1 certified and it complies with the PCI-DSS requirements and all applicable cardholder laws. Our compliance with these data security requirements shall continue for as long as these conditions are in force. We will at all times be responsible for the security of the cardholder data we store about you and your customers – provided that you also verify and ensure that any payment processor you hire (i) complies with the PCI-DSS requirements, (ii) becomes responsible for securing any cardholder data it possesses, and (iii) complies with all applicable laws, regulations, status and policies (in effect now or added later) regarding the collection, use, disclosure and storage of cardholder data.

We may verify that you are compliant with the requirements of the PCI-DSS, and if you are unable to demonstrate your compliance, we reserve the right to refuse to provide you with our Services. For more information about this section, please get in touch with us at hello@whenthen.com or support@whenthen.com.

THIRD-PARTY SERVICES AND CONTENT

Sub-processors: We may use the services of third-party service providers or sub-processors in the course of discharging our Services. At your request, we will provide information about the sub-processors we use in discharging our Services. Where we change any sub-processor, we will communicate it to you, and you will have the opportunity to object or terminate these Conditions. We will only use the services of sub-processors with adequate data protection practices that is adequate under applicable law. 

Third-party apps: The apps that are integrated into our Services are provided by certain third parties who are not affiliated with us. These apps are provided to you by us for the sake of our Services; however, we do not control the activities carried out by the respective owners of these apps, and these Conditions and other agreements and policies on the Website do not govern their practices. When you connect to these apps through our Services, you acknowledge that we are not liable for any loss or damage you may encounter. We do not warrant to you that the owners and controllers of these apps will have the same protection. You acknowledge that WHEN THEN is in no way responsible for providing any support in relation to the third-party apps available through our Services. If you have any questions or complaints regarding the privacy practices and other practices of these third parties, please reach out to them through their contact information. 

Third-party content: Likewise, our Website may reference or contain links and content that lead to third parties. The links available on the Website are provided for reference only and are not under our control. Our Privacy Policy or these Conditions do not govern the activities of the respective owners of such links or content. By accessing any links or content that lead to third-party websites or app through the Website, you hereby release us of any losses, damages, claims, demands or injuries suffered. We advise that you review their privacy policies and agreements before accessing their websites or apps or taking any actions.

TERM AND TERMINATION

Term: These Conditions shall become effective upon signing up to use our Services, and it shall remain in effect for as long as you have an active Client Account with us. The term of your subscription plan begins from the day your payment method is charged, and it ends after 30 days (if monthly) or 1 year (if yearly), unless earlier terminated by you or us. 

Termination: Either you or us may terminate these Conditions:

Termination by you: You may terminate these Conditions or your Client Account at any time without liability or notice. You may terminate these Conditions by visiting the settings area of your Client Account. 

Termination by us: Notwithstanding the above, we reserve the right, at any time, without notice or liability, to suspend, limit, terminate or restrict your use of our Services and/or access to your Client in the event of any violation of these Conditions, including if there is an issue with your payment method and such issue remains uncured for 10 days. 

Consequences of termination: If you or we terminate your Client Account, you will immediately cease to gain access to your Client Account. Depending on our Retention Period (described in our Privacy Policy), we will delete your personal data. 

YOUR RELATIONSHIP WITH YOUR CUSTOMERS

We make the Services available to you for legitimate transactions only. You warrant to us that any transaction carried out by your customers are legit. WHEN THEN is not in any way responsible for the products and services you provide to your customers. You are also responsible for any support, delivery, refund and other services provided to your customers. 

You acknowledge that we are not responsible for determining if a transaction carried out by your customer is legitimate or suspicious and any losses or liabilities that may ensue from any illegal or suspicious transactions carried out by any of your customers. 

OUR DATA PROTECTION PRACTICES

• Data Protection: One of our core obligations is the processing of Clients’ customer data on behalf of our Clients. This is to enable us discharge our obligations as described under these Conditions for the duration of your use of our Services. We will process certain categories of data about your customers, including their payment method data and name. In relation to our processing of your customer data, we shall:

  • as a data processor, process your customer data based on your instructions and control, unless applicable laws require otherwise, which we will inform you before taking any actions. By using our Services, you agree that these Conditions shall serve as your instructions for us to process your customer data on your behalf;
  • apply appropriate technical and organisational measures in ensuring your customer data is adequately protected from unauthorised access, alteration or use
  • ensure that any employee who has access to your customer data maintains their obligation and duty to confidentiality;
  • hire the services of sub-processors or third-party service providers with adequate data protection measures similar to the measures we have; 
  • communicate, in due time, any data breach as soon as we reasonably can; 
  • at your request, assist you in fulfilling your duties in granting users request in relation to exercising their data rights, as required under the GDPR and applicable laws;
  • to the extent permitted by applicable law, delete, limit or restrict processing your customer data when you request that we do so, including where you request to terminate your use of our Services; and
  • only transfer personal data about your customer to locations outside the EU, EEA and the UK with approved data transfer mechanisms by the European Commission. 

• Confidentiality: While you and WHEN THEN interacts in relation to our Services, we may be exposed to one another’s proprietary information or confidential information (“Confidential Information”) designated by each party to be confidential at the time of such disclosure. Confidential Information may include the data we process about you and your customer and all information about our Services. Our obligations to keep the Confidential Information of the other shall be governed by these Conditions, and you and us shall maintain confidentiality even after the termination of these Conditions. You and we both agree to protect each other’s Confidential Information from unauthorised access, use or alteration in the same way the party disclosing it will protect its Confidential Information. The party receiving any Confidential Information (“receiving party”) shall only access and use the Confidential Information of the party disclosing it (the “disclosing party”) in accordance with these Conditions or as requested by the disclosing party in writing. The receiving party shall only disclose Confidential Information to their employees, representatives, co-workers or any company member on a need-to-know basis and for the performance of these Conditions. Under these Conditions, Confidential Information shall not include:

  • Any information that is already available to the public before the disclosure by the disclosing party;
  • Any information that is disclosed to the public through no fault of the other party;
  • Any information which the receiving party has in their possession before the disclosing party shares it with them;
  • Any information that was disclosed to a party by a third-party without any restrictions; or
  • Any information that was developed by a party with enough evidence to back it up. 

  In addition to the above, the receiving party shall disclose Confidential Information belonging to the disclosing party if such disclosure is required by applicable law or by the legal requests of law enforcement or other legal agencies. In such a case, the receiving party shall notify the disclosing party of such legal requests. Upon the disclosing party’s request, the receiving party shall return or destroy the disclosing party’s Confidential Information in its control and destroy all electronic copies from its database. 

• Privacy policy: WHEN THEN cares about your privacy. Where we collect personal data about you and process your customer data, we protect it as described in our Privacy Policy and in line with all applicable laws, including the GDPR. Please, review our Privacy Policy to learn about how we collect, use, disclose and secure your data, as well as your rights. 

DISCLAIMER OF WARRANTIES

YOU UNDERSTAND THAT YOUR ACCESS OF THE WEBSITE AND USE OF OUR SERVICES ARE AT YOUR SOLE RISK. WHEN THEN PROVIDES THE SERVICES ON “AS IS” AND “AS AVAILABLE” BASIS, AND WE HEREBY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A SPECIFIC PURPOSES.

WE DO NOT WARRANT THAT OUR WEBSITE OR SERVICES OR ANY PORTION THEREOF WILL BE WITHOUT ERRORS; WILL BE UNINTERRUPTED; WILL BE, AT ALL TIMES, SAFE AND SECURE FROM VIRUS AND OTHER HARMFUL SOFTWARE; WILL MEET YOUR EXPECTATIONS, EXPECTED QUALITY OR PERFORMANCE REQUIREMENTS; OR THAT YOUR DATA AND CUSTOMER DATA WILL ALWAYS BE SECURE FROM UNAUTHORISED ACCESS OR USE. 

WE DO NOT WARRANT THAT THE PERSONAL DATA WE SHARE WITH SUB-PROCESSORS AND THIRD PARTIES IN RELATION TO THE SERVICES WILL, AT ALL TIMES, BE SAFE OR USED IN ACCORDANCE WITH APPLICABLE LAWS OR THAT ANY APP YOU CONNECT TO THROUGH OUR SERVICES IS GOVERNED BY THESE CONDITIONS. 

SERVICE LEVEL AGREEMENT

EFFECTIVE DAY 01 JULY 2022

This WHEN THEN Service Level Agreement ("SLA") accompanies the WHEN THEN Terms of Service, available at https://whenthen.com/terms-of-service or a successor URL (the "Agreement") entered into between you ("Customer") and WHEN THEN. Capitalized terms used in this SLA that are not defined herein have the meanings given to them in the Agreement.

1. Target Availability. WhenThen will use commercially reasonable efforts to ensure that the Services are Available 99.9%, measured monthly, excluding scheduled maintenance. For purposes hereof, "Availability" or "Available" means the Services are available for access and use through the API of the Services.

2. Target Data Processing Instruction. WHEN THEN will use commercially reasonable efforts to provide continuous data processing from 3rd party services with delays under 2 seconds from the completion of a previous action.

3. Exclusions. The calculation of uptime will not include unavailability to the extent due to: (a) use of the Service by Customer in a manner not authorized in this Agreement or the applicable Documentation; (b) general Internet problems, force majeure events or other factors outside of WHEN THEN's reasonable control; (c) Customer's equipment, software, network connections or other infrastructure; (d) third party systems, acts or omissions; or (e) Scheduled Maintenance or reasonable emergency maintenance (e) the up-time of third-party applications available to integrated into via WHEN THEN and connected to by a customer. Any downtime resulting from other reasons beyond WhenThen's control will be excluded from any such outages credits calculation.

4. Scheduled Maintenance. "Scheduled Maintenance" means WHEN THEN's scheduled routine maintenance of the Services for which WHEN THEN notifies Customer at least twenty-four (24) hours in advance. Scheduled Maintenance will not exceed eight (8) hours per month. WHEN THEN typically performs Scheduled Maintenance once per month.

5. Outages Credits. In the event that WhenThen is unable to provide the Availability objective noted above in any given calendar month, as the Customer's sole remedy Customer will receive a credit on its next invoice equal to the corresponding percentage noted below of one (1) month's subscription fees for the Services for the month in which the Availability objective was not obtained.

   Services availability	Credit
   Availability of 99.0% - 99.0%	10%
   Availability of 98.0% - 98.9%	15%
   Availability of 97.0% - 97.9%	20%
   Availability of 95.0% - 96.9%	25%
   Less than 95.0%	50%

   Availability Calculation

   Total Time: Total amount of time in the month

   Outage Time: Time in the month where WhenThen failed to accept API traffic

   Uptime: Total Time -- Outage Time

   Availability: Availability shall be calculated as Uptime divided by Total Time.

   Remedies will not accrue (i.e., no credits will be issued and an outage will not be considered unavailability for purposes of this Service Level Agreement) if the Customer is not current in its payment obligations either when the outage occurs or when the credit would otherwise be issued. To receive credits, the Customer must submit a written request prior to fifteen (15) days after the end of the month in which the Services were unavailable.

6. Further Remedy for Failure to Meet Target Availability. If there is a verified failure of a Service to meet Target Availability in two (2) consecutive months, then the Customer may terminate the applicable Subscription Term by sending written notice of termination within thirty (30) days after the end of the second such month, in which case WHEN THEN will refund to Customer any fees Customer has pre-paid for use of such Service for the terminated portion of the applicable Subscription Term. This termination and refund right is Customer's sole and exclusive remedy, and WHEN THEN's sole and exclusive liability, for WHEN THEN's failure to meet the Target Availability.

7. Support. WhenThen has a team of technical support engineers available to assist with incidents, problems, technical tasks or questions. Technical support for services disruption can be reached at: support@whenthen.com. Technical support is available 24 hours a day, 7 days a week for incidents involving Urgent and High-level production service disruption, and in the following business hours for all other requests. Business hours exclude regional holidays and weekends: 9:00 AM - 7:00 PM GMT. Urgent and High-level service disruptions are defined and addressed as followed:

   Support Time Frames

   Service Disruption	Description	Priority	First Response	Resolution	Timeframe
   Service Unavailable	Platform or Services is completely unavailable and Customer business is impacted.	Urgent	30m	4h	24/7
   Service Degraded	Platform or Services availability is significantly impacting Customer business.	High	2h	12h	24/7

   [End SLA]

SERVICE WARRANTY: INDEMNIFICATION

(a) Service Warranty: If you are a paying subscriber to the Service, WHEN THEN warrants to you that it will substantially provide the Service during the applicable subscription in accordance with its documentation under normal use. In the event of any breach of such warranty, your exclusive remedy will be WHEN THEN re-performance of the deficient Service or, if WHEN THEN cannot re-perform such deficient Service as warranted, you may terminate your User Account as set forth above and WHEN THEN will refund a prorated portion of your monthly prepayment. You must notify WHEN THEN in writing of any warranty deficiency within 10 days from receipt of the deficient Service in order to receive the foregoing warranty remedy. 

(b) Disclaimers: EXCEPT AS EXPRESSLY SET FORTH IMMEDIATELY ABOVE, THE SERVICE IS PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WHEN THEN MAKES NO WARRANTY THAT THE SERVICE IS COMPLETE, SUITABLE FOR YOUR PURPOSE, RELIABLE, USEFUL OR ACCURATE, AND ON BEHALF OF ITSELF AND ITS LICENSORS, ZAPIER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED, STATUTORY OR OTHER WARRANTIES WITH RESPECT TO THE SERVICE OR THE AVAILABILITY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. THE ENTIRE RISK AS TO RESULTS OBTAINED THROUGH USE OF THE SERVICE RESTS WITH YOU. ZAPIER AND ITS LICENSORS WILL NOT BE LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY LOSSES OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR RELIANCE ON ANY MATERIAL CONTAINED ON THE SERVICE. ZAPIER MAKES NO REPRESENTATION OR WARRANTY THAT THE AVAILABILITY OF THE SERVICE WILL BE UNINTERRUPTED, OR THAT THE, SERVICE WILL BE ERROR FREE OR THAT ALL ERRORS WILL BE CORRECTED. 

(c) Your Indemnification Obligations: You hereby irrevocably agree to indemnify, defend and hold Zapier, its affiliates, directors, officers, employees and agents harmless from and against any and all loss, costs, damages, liabilities and expenses (including attorneys’ fees) arising out of or related to any claim arising from or related to (i) your breach or alleged breach of these Terms of Service, and/or (ii) Your Posts or User Content.

(d) WHEN THEN’s Indemnification Obligations: If you are a paying subscriber to the Service, WHEN THEN will defend you against any third party claim brought against you alleging that the use of such paid Service as permitted hereunder infringes the United States intellectual property rights of a third party, and WHEN THEN shall pay all costs and damages finally awarded against you by a court of competent jurisdiction as a result of any such claim; provided that you (a) promptly give written notice thereof to WHEN THEN; (b) give WHEN THEN sole control of the defense and settlement of the claim; and (c) provide to WHEN THEN all reasonable assistance. The foregoing shall not apply to any claim based upon or arising from (i) any use of the Service outside the scope of these Terms of Service or Acceptable Use Policy, (ii) User Content or Your Posts, or (iii) a combination of the Service with any content or other technology not provided by WHEN THEN.

LIABILITY LIMITATIONS

YOU HEREBY AGREE THAT WHEN THEN LTD SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES AS A RESULT OF YOUR USE OR INABILITY TO USE OUR SERVICES, INCLUDING DAMAGES OF LOSS OF PROFIT, REVENUE, GOODWILL, BUSINESS, REPUTATION OR OTHER INTANGIBLE DAMAGES, WHETHER BASED ON CONTRACT, TORT OR OTHER LEGAL THEORIES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

WE WILL NOT BE LIABLE TO YOU FOR ANY UNAUTHORISED ACCESS OF YOUR DATA OR CUSTOMER DATA THAT IS NOT CAUSED BY OUR NEGLIGENCE. WE WILL NOT BE LIABLE TO YOU FOR THE TRANSACTIONS THAT OCCUR ON YOUR SERVICE OR YOUR INABILITY TO MAINTAIN ADEQUATE MEASURES OR DATA SECURITY PRACTICES TO SAFEGUARD YOUR CUSTOMER DATA. WE WILL NOT BE LIABLE TO YOU FOR ANY LOSS CAUSED BY YOUR VIOLATION OF THESE CONDITIONS. 

NOTWITHSTANDING THE FOREGOING, WHEN THEN LTD’S LIABILITY, IF FOUND LIABLE, SHALL NOT EXCEED THE FEES YOU PAID TO US IN THE 3 MONTHS BEFORE THE CAUSE OF THE DAMAGE AROSE. 

INDEMNIFICATION

You hereby agree to indemnify, defend and hold WHEN THEN LTD (including our partners, employees, subsidiaries, directors and any affiliates) harmless from and against any losses, damages, actions, claims, lawsuits, expenses and costs (including reasonable attorney’s fees) arising as a result or connected to your use of our Services, your violation of these Conditions or any applicable law, provided that (i) we notify you of such claims; and (ii) we, at your expense, provide reasonable co-operation in defending and settling such claims.

WHEN THEN LTD shall defend and indemnify you in the event of any claim that your use of our Services infringes any copyright, patent, trademark or other intellectual property rights in the UK and other locations, provided that (i) we are notified of such claims; and (ii) at our expense, you provide reasonable co-operation in defending and settling such claims.

Under no circumstances shall WHEN THEN LTD be liable to you if the infringement is based on (i) changes to our Services by a third-party other than us or (ii) inconsistent use of our Services as described under these Conditions or any instructions given to you by us. 

MODIFICATIONS

To our Services: We reserve the right to review, edit, modify, discontinue or change our Services, including our subscription fees, at any time without liability. Anytime we make modifications to any part of our Services, we will notify you via the Website, your Client Account-associated email address or your Client Account dashboard. Any modifications will commence upon us making it (except where we have an active contract in place). 

To these Conditions: We may review, edit or modify any portion of these Conditions at any time for reasons such as changes to our Services, any features on the Website or applicable laws. Any modifications to these Conditions will become effective upon us changing the Effective Date above. You are expected to review this page frequently to be aware of any modifications. By your continued use of our Services after any modifications to these Conditions, you confirm your acceptance of any changes made. 

GENERAL TERMS

Relationship of parties: You and WHEN THEN LTD hereby agree that the relationship between us both under these Conditions shall be that of an independent contractor. Nothing under these Conditions shall be construed as creating a partnership, joint venture or an agency relationship between you and us. No party shall have the authority to bind the other party unless otherwise described under these Conditions. 

Entire Agreement: These Conditions and other agreements available through our Services constitute the entire agreement and understanding between parties, and together, they supersede all previous agreements, promises, understandings and covenants, whether oral or written, in relation to the subject matter hereof. 

Assignment: WHEN THEN LTD reserves the right to assign any of its obligations hereunder to sub-processors and third parties in relation to its Services. You, on the other hand, cannot assign, transfer, sell or lease any of your Client Account and obligations, unless otherwise approved under these Conditions. 

Third-party Beneficiaries: Except for the parties described under these Conditions (and where applicable, their successors and assigns), nothing herein (whether express or implied) shall be intended to confer to any third-party any rights. 

Severability: If any portion or provision under these Conditions is found to be invalid or unenforceable, then such a portion or provision shall be deemed severable, and it shall not affect the validity of the remaining portions and provisions. 

Notices: Any notice required under these Conditions shall be given by you to us by writing via email address to WHEN THEN LTD via the email addresses provided below or by using the “contact us” section of the Website (or by notifications via your Client Account or email address if given to you by WHEN THEN LTD).

Waiver: Any rights not enforced under these Conditions at a particular time shall not limit the party’s right to enforce such rights at a later date or on similar violations. No waiver under these Conditions shall be valid unless such waiver is in writing and approved by the parties. 

Governing Law and Jurisdiction: Parties hereby agree that these Conditions and all aspects of our Services shall be governed and construed in accordance with the Irish law. Parties agree that any and all disputes arising as a result of these Conditions shall be brought to the courts located in Ireland. 

Force Majeure: As much as we will try to keep our Services available and uninterrupted for 24 hours a day, we may not be able to always make this happen for obvious reasons, such as maintenance and other downtimes. Therefore, we will not be liable to you or any third-party for any delay or failure to keep the Website and our Services available as a result of causes beyond our reasonable control, including without limitation, government actions, acts of God, wars, riots, internet break downs and causes made by you or your co-workers and customers. 

CONTACT INFORMATION

We welcome complaints, feedback, questions, queries, suggestions and ideas about these Conditions and our Services. If you would like to reach out to WHEN THEN LTD, please use the “ contact us ” section on the Website or directly message us at support@whenthen.com or hello@whenthen.com.