InstaSupply Terms and Conditions
This service agreement (“agreement”) constitutes a legally binding contract between Prodemic Limited (UK Company Number: 09096227) (“InstaSupply”) and you if you subscribe for, access and/or use InstaSupply, a service which allows you to track and authorise buying, selling and spending within your organisation (“services”).
Please note that this agreement contains important limitations on representations, warranties, conditions, remedies and liabilities that are applicable to the services so you should read it carefully before subscribing to use the services. By accepting this agreement by clicking a box indicating your acceptance when you create an account, you agree to the terms of this agreement. If you are an agent or employee of an entity, you represent and warrant that (i) the individual accepting this agreement is duly authorised to accept this agreement on such entity’s behalf and to bind such entity, and (ii) such entity has full power, corporate or otherwise, to enter into this agreement and perform its obligations hereunder.
These terms and conditions govern your use of this website; by using this website, you accept these terms and conditions in full. If you disagree with these terms and conditions or any part of these terms and conditions, you must not use this website.
You must be at least 18 years of age to use InstaSupply. By agreeing to these terms and conditions, you warrant and represent that you are at least 18 years of age.
1. Creating an account
You must create an account in order to use the Services, even on a trial basis. To create an account, You will be asked to provide certain basic information including Your name, business name, corporate address, contact telephone number, email address.
All information that You provide to InstaSupply must be accurate, whether or not supplied during the registration process. The Company Name you provide must be an actual legal entity, be associated with the Tax ID and/or EIN numbers you provide and must have operations at the address you provide.
You are responsible for keeping such information up-to-date and must provide changes promptly to InstaSupply by logging into Your account and providing the correct information to InstaSupply.
2. Termination of Agreement
2.1 Termination by You
If You are dissatisfied with (i) the Services; (ii) this Agreement; or (iii) any policy or practice of InstaSupply in operating the Services, You may terminate the Services at any time. Termination will take effect from the end of the calendar month you give notice.
2.2 Service Suspension or Termination by InstaSupply
Without limiting other remedies, InstaSupply may limit, suspend, or terminate this license and Your use of the Services, prohibit access to the Website and delete user account and/or user IDs within your organisation, with immediate effect, if any outstanding invoices are more than 14 days past the due date or if we think that You are in breach of this Agreement. InstaSupply shall effect such termination by providing notice to You via the billing email address You have provided (if any), and/or by preventing Your access to Your account.
2.3 Effect of Termination
Upon termination of this Agreement, the Services shall terminate and InstaSupply will not be liable in respect of any damage caused by the termination of this Agreement. You will have the ability to extract your data stored in the InstaSupply system for a period of thirty days from the date of cancellation.
2.4 Your Responsibilities
You shall provide us with access to appropriate members of your staff, as is reasonably requested by us, in order for us to discharge our obligations under this agreement; respond and provide in a prompt and timely manner such documentation, data, consents and other information as we reasonably request in order to perform our obligations and allow us to provide such information to such of our employees, agents, assigns, subcontractors and/or consultants as may be required to allow performance of the Services; be liable for all payments to your suppliers where we are not responsible for facilitating such payments to your suppliers as part of our Services.
If our performance of our obligations is prevented, delayed or otherwise affected by any act or omission of You, Your agents, employees, subcontractors or consultants, we shall use our reasonable endeavours to continue to try to provide the Services but will not be liable for any costs, charges or losses sustained or incurred by You, or for any adverse impact on the results of the Services or Your business, that arise directly or indirectly from any such act, omission or delay.
You hereby indemnify us in full and on demand in respect of any costs, claims, damages or liabilities arising from any delay or failure by You, Your agents, employees, subcontractors or consultants to comply with Your obligations under this agreement and where any such failure results in our spending additional time and expense to fulfil the Services, we shall be entitled to charge You for such time at our then current rates.
3. Licences And Proprietary Rights
3.1 License Grant
Subject to the terms of this Agreement, InstaSupply grants You a limited, personal, non-sublicensable, non-assignable, internal license and right to use the InstaSupply online procurement software solution (including the underlying software and technology contained therein (“InstaSupply Materials”)) for the purpose of receiving the Services. Any software provided to You is licensed; not sold.
3.2 License Restrictions
You shall use the Services solely as contemplated in this Agreement and shall not license, sublicense, sell, resell, lease, transfer, assign, distribute, time share or otherwise make the InstaSupply Materials available to any third party. You shall not: (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the InstaSupply Materials except to the extent expressly agreed upon in writing by You or to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; (b) circumvent any user limits or other use restrictions that are built into the Services (c) access the Services in order to (i) build a competitive product or service; or (ii) copy any ideas, features, functions or graphics of the Services.
3.3 Restrictions of Use of the Services
You shall not (a) use, or permit the use of, the Services for an illegal purpose, intellectual property infringement, or in a manner that would cause interference with network operations; (b) resell, remarked, transfer or share the Services or receive any charge or other benefit for the use of the Services; attempt to bypass InstaSupply’s network, or rearrange, disconnect, remove, repair or otherwise interfere with any Services or facilities; or (c) remove any proprietary notices, labels, or marks from the InstaSupply Materials or modify, alter, or deface any of the trademarks, service marks, or other intellectual property made available through the Services nor use any of the foregoing except for the specific purpose for which such intellectual property is made available to You.
3.4 Lawful purposes
You will at any and all times meet Your obligations hereunder, as well as any and all laws, regulations and policies that may apply to the use of the Services in Your country, including applicable rules that govern the export or import of software. You will use the Services solely for lawful purposes. In this respect You may not, without limitation (i) use the Services to manage any illegal operations, (ii) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the technology underlying the Services (including our proprietary software which may be available for download on our website), (iii) send any unsolicited commercial communication not permitted by applicable law; or (iv) endanger any part of any system or Internet connection of InstaSupply or any third party.
3.5 Third Party Software
InstaSupply Materials may incorporate and embed software and other technology owned and controlled by third parties. Any such third party software or technology that is incorporated in the InstaSupply Materials falls under the scope of this Agreement. Such third party software is licensed; not sold and will be provided to You on the license terms of this Agreement unless additional or separate license terms apply as indicated at the time of download.
3.6 Exclusive Ownership
Except for the rights and licenses granted in this Agreement, You acknowledge and agree that any and all intellectual property (“IP”) rights to or arising from the software are and shall remain the exclusive property of InstaSupply and its licensors. Nothing in this Agreement is intended to transfer any such IP rights to, or to vest any such intellectual property rights in, You. You are only entitled to the limited use of the intellectual property rights granted to You in this Agreement. You will not take any action to jeopardise, limit or interfere with InstaSupply’s IP rights. Any unauthorised use of InstaSupply’s intellectual property rights is a violation of this Agreement as well as a violation of intellectual property laws and treaties, including without limitation copyright laws and trademark laws.
3.7 Content & Data
As between You and InstaSupply, You own and retain the copyright in the content You provide, create, store and process through the Services including content you generate and input into the InstaSupply digital forms (“Content”). InstaSupply will, from time to time, automatically collect information about use of the Services such as purchasing time frames, details of order creation and use of the Services as well as information on sectors/industries InstaSupply’s customers including You engage with. This information will be stored anonymously and in aggregate and will not be associated with Your name, company or Account.
4. Privacy And Confidentiality
InstaSupply is committed to respecting Your privacy and the confidentiality of Your personal data. Any personal information forming part of Your Content will be kept confidential by us and will only be used in order to provide the Services.
4.2 Data Protection
We comply with data protection legislation and require our customers to do likewise. You therefore agree to do so. We use the information you provide primarily for the provision of the Services to you and for related purposes including updating and enhancing client records, analysis to help us manage our practice, statutory returns, and legal and regulatory compliance. Our use of that information is subject to your instructions, the Data Protection Act 1998 and our duty of confidentiality. You have a right of access under data protection legislation to any personal data that we may hold about you.
Except for aggregated data and statistics, any information or data processed through the Services on Your behalf (including Content) will be treated as confidential by InstaSupply and will not be disclosed to any third parties without Your express authorisation. Notwithstanding the generality of the foregoing, InstaSupply may provide limited access to Content to those of InstaSupply’s officers, employees, service partners, customers, consultants and legal advisors who need access to such Confidential Information in order to effect the intent of the Agreement. InstaSupply may also provide access to the Content if required by law or in connection with the enforcement of this Agreement or any rights under this Agreement, provided that reasonable measures are used to preserve the confidentiality of the Agreement. For any legally compelled disclosure or disclosure pursuant to a court, the parties shall reasonably cooperate to limit disclosure of this Agreement. For greater certainty, nothing in this Section 5.2 will diminish a receiving party’s obligations under this Agreement to comply with applicable privacy and personal information protection laws.
5. Changes To Software, Services And Agreement
5.1 Updates to Agreement
InstaSupply reserves the right to modify this Agreement at any time by publishing the revised Agreement on the Website. The revised Agreement shall become effective within five (5) business days of such publication or provision to You, unless You expressly accept the revised Agreement earlier by clicking on the accept button. Your express acceptance or Your continued use of the Services after expiry of the notice period of five (5) business days (being weekdays excluding any local statutory holidays), shall constitute Your acceptance to be bound by the terms and conditions of the revised Agreement.
5.2 Changes to InstaSupply Materials
InstaSupply may alter, update or upgrade the InstaSupply Materials from time to time. Services will be provided for current versions of the software made available by InstaSupply and InstaSupply may, in its discretion, provide service for multiple live versions of the software.
5.3 Changes to Fees and Services
InstaSupply may change the Services, any Fees, amounts, charges (including one-time charges), and/or other aspect of any of the Services at any time upon reasonable notice to You by posting the change on the Website, sending notice via an email to the email address You provide upon registration, a message on Your invoice, in writing, or any other notice method likely to come to Your attention. If You do not accept the change, Your sole recourse is to terminate the Services. Your continued access to and use of the Service after the change has come into effect constitutes Your acceptance of the change and You acknowledge and agree that (i) You will be deemed to have accepted the change, with no additional written agreement or express acknowledgement required; and (ii) You will continue to be responsible to pay for the Services unless You terminate in accordance with Section 3.
6. Technical Support
InstaSupply will provide helpdesk support for the Services by telephone, email, within the InstaSupply portal, and will (i) use commercially reasonable efforts to make the Services available except for: (a) planned downtime, or (b) any unavailability caused by circumstances beyond InstaSupply reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, or Internet service provider failures or delays, and (iii) provide the Services only in accordance with applicable laws and government regulations.
7. Liability Provisions
In no event shall InstaSupply be liable for any lost profits or for any incidental, punitive, indirect, special or consequential damages (including, without limitation, damages for loss of business, loss of profits, business interruption, loss of data, lost savings or other similar pecuniary loss), however caused and under any theory of liability (including negligence) and whether or not InstaSupply has been advised of the possibility of such damage. In no event shall InstaSupply’s aggregate liability for damages arising out of or related to this agreement exceed the fees paid by you in the twelve (12) months prior to the date on which the claim arose. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so these limitations may not apply to you.
The disclaimer of representations, warranties and conditions and limitation of liability constitute an essential part of this agreement. You acknowledge that but for the disclaimer of representations, warranties and conditions and limitation of liability, InstaSupply would not grant the rights granted in this agreement. Your only right or remedy with respect to any problems or dissatisfaction with the services is to immediately cease use of the services.
8. General Terms
InstaSupply may refer to You in InstaSupply’s customer list and may use Your company name and logo for this purpose. For the avoidance of doubt, InstaSupply will not use Your name, logo, any other trademark or trade-name of Yours for any other purposes without Your prior consent.
8.2 Entire Agreement
The terms and conditions of this Agreement constitute the entire agreement between You and InstaSupply with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter.
If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
8.4 No Waiver
If InstaSupply does not take action against all breaches of this Agreement, it does not mean that it waives its right at a later time to enforce the same.
You are not allowed to assign this Agreement or any rights hereunder. InstaSupply is allowed at its sole discretion to assign this Agreement or any rights hereunder to any third party, without giving prior notice.
8.6 Law and Jurisdiction
These terms and conditions will be governed by and construed in accordance with UK law.
8.7 Customer Service
For assistance with questions regarding this Agreement or the Services, if You have other enquiries, or if You require further assistance regarding use of the Services provided by us, please contact us using the contact details located in the footer of the InstaSupply website.
8.8 Registrations and Authorisations
InstaSupply is the trading name of Prodemic Ltd, UK registered Company No. 09096227. VAT No. 196248863. InstaSupply (Prodemic Ltd)’s address is Suite 1927, Kemp House, 152 City Road, London, EC1V 2NX. You can contact InstaSupply (Prodemic Ltd) by email at email@example.com.
By proceeding forward and accepting, you are deemed to have agreed to these terms.