ChannelUnity Master Service Agreement

This Agreement was last updated on the 16th March 2021.

ChannelUnity has updated its terms and conditions in line with changes to data protection laws and our current operational practices. These changes allow us to enhance our service and we do not expect any negative effect on any of our customers.

The new terms and conditions have been issued to all new customers since the 1st of January 2021. From 16th March they will apply to all customers.  If you wish to compare the old terms, you can do so here.  

If you are concerned about this change, and you wish to query or object to any details, please let us know by emailing contracts@channelunity.com before 13th April 2021.

“Agreement” means the terms within this document together with any Schedule which are binding between You and Us.

“ChannelUnity” means ChannelUnity Limited, incorporated and registered in England and Wales with company number 06434701, whose registered office is at Unit 054 Blue The Sharp Project, Thorp Road, Manchester, M40 5BJ.

“We” means ChannelUnity and “Us” and “Our” have the corresponding meaning. 

“You” means the Client entity specified in the Schedule attached to this Agreement or as appropriate the Subscriber or any subsidiary of either the Client or the Subscriber, and the terms “You” “Your” have the corresponding meaning.

“Confidential Information” means all information that is proprietary or confidential exchanged between You and Us, whether in writing, electronically or orally including information related to any of Our sub-contractors.

“Consulting” means a Service provided by Us according to a Schedule other than a Subscription or the Development of an Enhancement; for example a Service to assist You in the setup of a Subscription to Your particular requirements as part of an onboarding process. 

“Customer Data” means any data, including personal data, provided to, collected or otherwise obtained by Us on your behalf in connection with the Agreement.

Data Protection Legislation means any law applicable from time to time relating to the processing of personal data and/or privacy, as in force at the date of this Agreement or as re-enacted, applied, amended, superseded, repealed or consolidated, including without limitation, the UK Data Protection Act 2018, the General Data Protection Regulation (EU) 2016/679 (the “GDPR”), and the Privacy and Electronic Communications (EC Directive) Regulations 2003, in each case including any legally binding regulations, direction and orders issued from time to time under or in connection with any such law.

 “Data Protection Policy” means Our Data Protection Policy applicable as at 23 July 2020, the standards of which are deemed to be elevated by the terms contained herein.

“Development” means a software development Service carried out by Us for You as set out in a Schedule. 

“Enhancement” means any additional software or additional function arising from Development.

“Force Majeure Event” means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under this Agreement.

“Functionality Reference” means the document which describes the standard capabilities of a Subscription available at www.channelunity.com/functionality-reference (as amended by us from time to time). 

“Intellectual Property Rights” means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

“Prohibited Material” means any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity, including data or other material protected by copyright or trade secrets which You do not have the right to use; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or otherwise causes damage or injury to any person or property.

“Schedule” means a document which may be appended to this Agreement, or any additional Schedule agreed in writing by You and Us from time to time, setting out the scope of Services to be provided under this Agreement. 

“Service” means any type of service provided by Us under this Agreement. 

“Subscriber” means the person who registers for a Subscription and includes any entity on whose behalf that person so registers.  If You are registering on behalf of another entity You are confirming that You have the authority to do so and You agree that by registering You bind the entity on whose behalf You act to perform any and all obligations that You become subject to under of this Agreement, without limiting Your own obligations under this Agreement.

“Subscription” means a Service that We have agreed to supply to You via https://my.channelunity.com/ for a period as specified in a Schedule.  A Subscription includes relevant documentation provided by Us, any additional capabilities added by Us from to time, and (from the relevant date and time of its acceptance) any Enhancement. 

“Subscription Fees” means those fees payable specifically in relation to a Subscription as set out in a Schedule

“Support” means the Service described in clause 4. 

“User” means any person that uses a Subscription with Your authorisation from time to time.

“Viruses” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

“Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term “Vulnerabilities” shall be construed accordingly.

2.1 Under this Agreement We provide the Services set out in the attached Schedule subject to clause 2.2.   If You and We sign any further Schedules at any time in the future, they will add to this Agreement and be subject to the same terms and conditions. 

2.2. In registering for a Subscription or signing this Agreement or signing any additional Schedule, You take on various obligations. Our provision of Services is subject to You observing these obligations and abiding by the Agreement. 

3.1 This clause 3 and the subsequent clause 4 apply where a Schedule includes a Subscription.

3.2 We will provide You with the facilities set out in the Functionality Reference in accordance with the relevant Schedule and grant You a non-exclusive, non-transferable right for their use in connection with Your business.  You acknowledge that it is not Our responsibility to ensure that Your use of a Subscription will meet Your business requirements or be suitable for any particular purpose. 

3.3 Unless otherwise stated in the relevant Schedule, Your Subscription starts on the date when You sign this Agreement or the relevant Schedule and ends on the 12-month anniversary thereof. 

3.4 When a Subscription ends, it will automatically renew for a further 12 months at the then prevailing rate for a Subscription unless, prior to renewal date, it is terminated according to clause 12.  You must terminate a Subscription before it renews to avoid further fees. 

3.5 We shall Our use Our reasonable commercial endeavours to 

  1. Maintain and adhere to reasonable policies to prevent data loss.
  2. In the event of data loss, restore Your data from backups.   
  3. Adhere to the Data Security and Privacy policy and minimize any vulnerabilities.
  4. Rectify any non-conformance within a reasonable time, or alternatively (at Our option) provide You with an alternative means of achieving the desired performance.
  5. Ensure that the unplanned downtime does not exceed 0.5%

3.6 We cannot guarantee that there will be no data loss or that a Subscription will achieve the desired availability or be uninterrupted or error free.   Your only remedies in respect of non-conformance are set out in clause 4.  We shall not be liable for any data loss, disclosure, or non-conformance in any other way. 

4.1 We will provide You with access to Support via a web portal where You may log support tickets in relation to any problem You encounter with a Subscription.    

4.2 Support will operate between the core hours of 10am to 6pm, Monday to Friday, UK time.

4.3 At no additional cost to You, We will make reasonable endeavours to provide a meaningful response to Your support tickets by the end of the subsequent core hour day as per clause 4.2. 

4.4 If We identify a software fault or other non-conformance as a result of a support ticket We will work to address it within a reasonable time, having regard to the severity of the problem. 

4.5 We will also provide You with up to 1 hour per month of “Premium Support”, at no additional Cost to You.  If You require more than 1 hour per month of Premium Support You may purchase additional hours at the rate set out in the relevant Schedule. You may use Premium Support as follows:

  1. To log an urgent support ticket, either using the support portal, or by phone, in which case we will endeavour to respond to You within 1 hour during the core hours period.
  2. Within the core hours, to ask how-to questions and obtain advice about setting up additional features within a Subscription.   
  3. To have Us investigate a problem caused by You or a third party 
  4. To obtain emergency out-of-hours support for business-critical problems, via a telephone number which we will make available to You.   Out-of-hours support is available:
  • 8am and 10am Monday to Friday
  • 6pm and 10pm Monday to Friday
  • 10am and 6pm Saturday and Sunday

4.6 Irrespective of anything else in this clause 4, Support is closed on the 25th of December each year. 

5.1 This clause 5 applies if any Schedule includes Consulting or Development.   

5.2 Once We have carried out a Development We will deliver it to You by enabling the resulting Enhancement within any Subscription which You have purchased according to clause 3 and grant You a licence to it on the same terms. 

5.3 We will use Our reasonable endeavours to carry out any Consulting or Development with reasonable skill and care and in accordance with the relevant Schedule including any timescale defined therein. However, You accept that any timescale is approximate, that delivery to You is subject to factors beyond Our control and that We are not liable to You for any delay.

5.4 In the absence of any problem reported by You to Us, You shall be deemed to have accepted:- 

  1. Any Consulting Service within 14 days of its provision by Us, or upon Your first use of a related Subscription for live operations in Your business, whichever occurs first.
  2. Any Development Service within 14 days of Us enabling the resulting Enhancement within a Subscription made available to You, or upon successful completion of any acceptance tests specified in the relevant Schedule, or upon first use of the Enhancement for live operations in Your business, whichever occurs first.

5.5 Following acceptance (whether deemed or otherwise) of either Consulting or Development Our only remaining obligation for it is to provide the Support Services as set out in clause 4.

5.6 To report a problem in relation to this clause You must log notify us by emailing contracts@channelunity.com referring to this Close. We may then rectify the problem whereupon clause 5.3 will apply once again based upon the date on which We notify you of the resolution. 

5.7 If, within 6 months of us delivering an Enhancement, or if later the commencement of any acceptance tests upon it, We are unable to rectify any problems properly reported by You in accordance with clause 5.6, You may reject the relevant Enhancement.  This right to reject shall not apply if You and We mutually agree a new timetable or a change of scope, or if We are delayed as a result of a force-majeure event, or if You delay Us and We notify You of such delay in writing, referring to this clause 5.7. 

5.8 If, before you have used any Subscription for live operation in Your business, You properly reject all the Consultancy and Development included in all of the Schedules in accordance with this Clause 5 related to this Agreement, You may terminate this Agreement for a full refund according to clause 12. 

6.1 You agree to pay the Subscription Fees and any other charges set out in any Schedule.  

6.2 The Subscription Fees and charges set out in a Schedule do not include VAT, or any other taxes, duties or levies imposed by taxing authorities.  Where applicable, We will add VAT to Our invoices. 

6.3 Upon signature of this Agreement, or any additional Schedule, You must register a suitable payment card via the online facility We provide for this purpose. In doing so, You authorise us to take payments for Subscription Fees automatically, immediately upon Our invoice. If a Schedule indicates that other payments are to be taken automatically, You authorise us to do so in signing this Agreement, and/or the relevant Schedule.  In any event, You must ensure that payments reach Us within 14 days of Our invoice or as otherwise specified in the relevant Schedule.

6.3.1 If your Subscription is connected to Your account on the Shopify ecommerce platform, then as an alternative to paying Your Subscription Fees via a payment card registered with Us for this purpose, You or We may elect to collect Your payments via Your Shopify account. In this scenario We reserve the right to cover the additional charges levied by Shopify by adding a 5% surcharge to Your invoice value before it is processed through the Shopify billing system.

6.4 Consulting and/or development Services may be provided either on a time-and-materials or fixed-price basis, as set out in the relevant Schedule. If a Schedule fails to specify either time-and-materials or fixed-price, then the Services shall be provided on a fixed-price basis.  

6.4.1 Where Consulting or Development are provided on a fixed-price basis, unless the relevant Schedule states otherwise, We will invoice 50% in advance and 50% when We have carried out the relevant tasks to a reasonable standard.  Whenever We request payment or part payment in advance, We will not begin the work until We receive the requested payment.  

6.4.2 Where Consulting or Development Services provided on a time-and-materials basis, 

  • Charges shall be calculated according to the rate shown in the relevant Schedule, or any other rate which We notify to You from time to time, according to the number of days or hours worked
  • Invoices shall be supported by appropriate time sheet information
  • Invoices shall be raised periodically, normally either once or twice per month, for work carried out to date

6.5 You will also be liable for any additional expenses We incur in providing you with Services, for example travel or accommodation expenses.  We will detail these on an invoice to You. We will provide expense receipts upon Your request. .1

7.1 The Fees set out in a Schedule do not include taxes, levies, or duties imposed by taxing authorities.  You are responsible for such sums in addition to the amounts shown. 

7.2 If You do not pay an invoice on time We reserve the right to disable any Subscription and suspend the performance of any Consulting and/or development Service whilst the invoice remains unpaid.  You will still be liable for the Subscription Fees whilst a Subscription is disabled.    

7.3 If Your payment is more than 30 days overdue, We may permanently revoke Your right to use any Subscription and acting in accordance with Our Data Protection Policy irrevocably delete the Customer data.   

7.4 Late payments are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all costs of collection. 

7.5 Acting always in good faith, You may dispute any invoice by notifying Us within 7 days of the invoice date.  You must still pay any undisputed amount by the specified due date.  Any such dispute will be investigated by a senior member of Our team, who will respond to You within a further 7 days. We will correct any error We have made within a reasonable period. 

7.6 You may not off-set any amounts that We may owe You (under this or any other Agreement) against any ChannelUnity invoice, except by prior written agreement with Us. 

8.1. You shall 

  1. Provide Us with all necessary co-operation in relation to this Agreement including data and security access and use Your reasonable endeavours to carry out Your responsibilities under this Agreement in a timely and efficient manner.
  2. Determine which individuals in Your organisation are able to use a Subscription and revoke or change their access if it becomes necessary to do so.
  3. Maintain copies of all Customer Data.
  4. Provision Your own secure network connectivity to use any Subscription and ensure that Your network and systems comply with the relevant best practice.
  5. Take reasonable steps, including virus checking measures, to prevent unauthorised parties from obtaining the username and password credentials for a Subscription and notify Us of any breach of security in this or any other regard.  
  6. Only use a Subscription for Your own lawful business purposes, in accordance with this Agreement. You warrant and represent that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction do not apply to the supply of the Services or this Agreement.
  7. Obtain and maintain all licences, consents and permissions necessary from third parties for Your effective use of a Subscription, including consents to use the data that You transfer through a Subscription.
  8. Ensure Your own compliance with all applicable laws, regulations and any acceptable use policy issued by Us or a relevant third party with respect to Your use of a Subscription or Your activities under this Agreement.  For the avoidance of doubt, We are not responsible for ensuring such compliance, but nevertheless We reserve the right at Our sole discretion to remove at any non-compliant content at any time.
  9. Accept liability for all acts and or omissions of You and Your users in relation to this Agreement.
  10. Report to Us any non-conformance which You identify in any Service within 7 days.

8.2. You must not:

  1. Undermine or attempt to undermine the security or integrity of any computer systems or networks used by Us.
  2. Use, or misuse, a Subscription in any way which may impair its functionality either for You or other parties.
  3. Access, store, transmit, distribute or input into a Subscription any files that may damage any other person’s computing devices or software, any harmful or offensive content, or any other Prohibited Material.
  4. Attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs or documentation used to deliver a Subscription except as is strictly necessary to use them for normal operations.
  5. Use screen-scraping technologies such as wget, curl, lynx and similar automatic website navigation frameworks to access a Subscription programmatically for the purpose of automation without Our prior written consent. 

consent.

9.1 General title to and all Intellectual Property Rights in any Subscription, any Enhancement and any designs, ideas, suggestions or specifications produced by in relation to this Agreement shall remain the property of ChannelUnity.  Except where explicitly stated, this Agreement does not grant You any rights to intellectual property. 

9.2 You shall use Your reasonable endeavours to prevent the infringement of Our intellectual property and report to Us if You become aware of any infringement. 

9.2 You hereby grant Us a non-exclusive, transferable, royalty free licence to use the Customer Data for any purposes related to providing You with the Services including passing Your data to the third party services You select such as online marketplaces and price comparison sites. 

10.1 In this Clause 10 the terms “data processor”, “personal data”, “data subject”, “processing” and “supervisory authority” shall be as defined in the Data Protection Legislation.

10.2 In relation to the privacy and security of the Customer Data We shall comply with Our Privacy Policy available at  https://www.channelunity.com/privacy-policy/ (or such other website address as may be notified to You from time to time) which may be amended from time to time at Our sole discretion.

10.3 You own all the rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data which You transfer to Us, as data processor, up to the point of transfer.  

10.4 Each party agrees that it will at all times comply with all of its own obligations, and all requirements applicable to it, under the Data Protection Legislation.  This is addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. 

10.5 Each party acknowledges that Annex A sets out the scope, nature and purpose of processing by Us, the duration of the processing and the types of personal data and categories of data subject.

10.6 We shall:

  1. Process the personal data only on documented instructions from You, including with regard to transfers of personal data to a country outside of the EEA or an international organisation, unless  required to do so by law to which We are subject; in such a case, We shall inform You of that legal requirement before processing, unless that law prohibits such information. 
  2. Be entitled to transfer and process the personal data outside the EEA or the country where You or Your customers are located to carry out Our obligations under this Agreement.
  3. Ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
  4. Assist You, at Your cost, in responding to any request from a data subject and in ensuring compliance with Your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators).
  5. Be entitled, and You hereby consent to Us appointing a hosting provider as a third-party processor of personal data under this Agreement. We confirm that we have entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party’s standard terms of business or incorporating terms which are substantially similar to those set out in this Clause 8.5 and in either case which We confirm reflects and will continue to reflect the requirements of the Data Protection Legislation. We shall remain fully liable for all acts or omissions of any third-party processor appointed by it under to this Clause 10.5).
  6. In addition to the measures put in place by You, and taking into account the nature of the processing, implement and maintain all appropriate technical and organisational security measures to assist You, insofar as possible, in the fulfilment of its obligations to respond to requests from data subjects exercising their rights under the Data Protection Legislation;
  7. Maintain complete and accurate records and information to demonstrate Our compliance with this Clause 10.
  8. Following the end of the termination of this Agreement, at Your option, return to You or permanently delete all Customer Data (including copies) in its possession or control, save where required to retain such Customer Data by applicable law.
  9. Promptly notify You of the loss, compromise or any unauthorised access to, or breach of the security of, any Customer Data of which it becomes aware.
  10. At Your cost, make available to You all information necessary to demonstrate compliance with the obligations laid down in this Clause and, at Your cost, allow for and contribute to audits, including inspections, conducted by You or another auditor mandated by You in accordance with Our reasonable procedures from time to time.

10.7 We reserve the right to amend this Clause 10 on not less than 30 days’ written notice if, acting reasonably and in good faith, We consider it reasonably necessary as a result of any changes in law or practice (which shall apply when replaced by attachment to this Agreement).

11.1 Our liability shall be limited to direct loss or damages caused directly by Our gross negligence or wilful misconduct.   

11.2 We shall not be liable for any special, incidental, indirect or consequential loss or damages, including, without limitation, any loss or damages arising from Your lost data, orders, lost profits, lost goodwill or lost revenues.

11.3 Neither Party shall be liable for any act or omission of a third party. 

11.4 Except in respect of personal injury or death caused by Our negligence or fraud or fraudulent misrepresentation by Us Our total aggregate liability shall not exceed £1,000,000 in the case of breach by Us of Clause 10 and in any other event the lesser of £250,000 and the total Fees paid by You during the 12 months immediately preceding the date on which the claim arose in the case of any other breach.

12.1 Without affecting any other right or remedy, either party may terminate this Agreement at any time if the other:

  1. Fails to pay any amount due under this Agreement and remains in default not less than 14 days after being notified in writing to pay.
  2. Commits an irremediable material breach of this Agreement.
  3. Commits a remediable material breach of this Agreement and fails to remedy that breach within 30 days after being notified in writing to do so.
  4. Unless prohibited by law becomes insolvent, is unable to pay its debts, ceases to trade, has a receiver appointed over the whole or any part of its assets, has an administrator appointed, enters into any composition with creditors generally, is wound up, or takes any step towards any of these events.

12.2 You may cancel a specific Subscription with effect from its next expiry date according to clause 3.3 using the ‘Cancel My Account’ facility provided within it.  If there are no other ongoing Services, this action will terminate this Agreement.    

12.3 We may terminate this Agreement for Our convenience at any time with 30 days prior written notice.   In this case We will immediately refund a fair proportion of any fees which You have paid in advance of receiving the relevant Services. 

12.4 Subject to Your compliance with all relevant laws, We will allow You 30 days from the date of termination to download and copy the Customer Data from any remaining Subscription after which time We may, at Our discretion, delete the Customer Data.

12.5 On termination of this Agreement all licences granted under this Agreement shall immediately terminate, You shall immediately cease all use of all Subscriptions and each party shall return and make no further use of property of the other party.

12.6 On termination any remedies, obligations or liabilities which existed at or before the date of termination shall not be affected or prejudiced. 

12.7 Clauses 8.1 i, 8.2 a and d, 9.2, 9.3, 11, 14 16, 20, 21 and 25 survive the expiry or termination of this Agreement.

13.1 We may at any time amend, delete or add to this Agreement by giving You at least 60 days notice of a revised version of this Agreement or any Schedule or at least 30 days notice expiring on a Subscription renewal date. Changes may be made unilaterally by Us and You will be deemed to have accepted the Changes at the end of the notice period. 

13.2 The obligation for Us to give notice according to Clause 13.1 will not apply if We reasonably believe the relevant change does not adversely affect You.  

13.3 If You do not accept a change, You may cancel a Subscription according to clause 12 with effect of the date of the change by giving Us prior written notice and any pre-paid Subscription Fees will be re-imbursed.  In the event that the change is of a material nature such that You would not have entered into the Agreement as modified by the change, We will fairly determine and reimburse a proportion of any payments taken in advance for Consulting or Development. 

14.1 Neither party, without the prior written consent of the other party, at any time from the date of this Agreement to the expiry of 12 months after its lawful termination, may solicit or entice away or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the other party within the preceding 6 months.

14.2 Any consent given in accordance with Clause 14.1 shall be subject to payment by the employing party to the consenting party of a sum equivalent to 20% of the then current annual remuneration of the employee, consultant or subcontractor or, if higher, 20% of the annual remuneration to be paid to that employee, consultant or subcontractor in his or her new position. 

15.1 If You use functionality within a Subscription that requires currency conversion, You confirm that You have read and accept the terms and conditions of use for the OpenExchangeRates currency conversion service set out at https://openexchangerates.org/services-agreement.

15.3  Neither party shall unlawfully discriminate against the other or its appointed subcontractors who may work at the other party’s premises or otherwise discriminate against such individuals on grounds of disability, race, colour, religion, belief, nationality, ethnic origin, age, sex, sexuality or marital status. 

15.4 This Agreement shall not prevent Us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

15.5 We are not responsible for any modification of our Services by any party other than ChannelUnity.

15.6 You expressly understand and agree that Your use of any Service is at Your sole risk, and that ChannelUnity provides the Service to You ‘as is’ and ‘as available’ unless otherwise set out in this Agreement. 

15.7 We expressly disclaim all warranties, representations and conditions of any kind, whether express or implied, insofar as permitted by law, including (without limitation) warranties of merchantability, fitness for a particular purpose, title and non-infringement.

16.1 Each party and its employees and subcontractors will preserve the confidentiality of all Confidential Information obtained from the other. Neither party will, without the prior written consent of the other, disclose any Confidential Information to anyone, except its employees, subcontractors, board members or advisers who have a reasonable need to know such information.  

16.2 The provisions of this clauses shall not apply to any information which:

  1. is or becomes public knowledge other than by a breach of this clause 16;
  2. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
  3. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
  4. is independently developed by the receiving party without access to the Confidential Information.

16.3 It shall not be a breach of this Clause if the receiving party is obliged to disclose the Confidential Information by order of a court, government agency or recognised stock exchange.  

16.4 Unless otherwise agreed in writing, the fact that the parties are working together shall be considered Confidential Information until the point in time at which You first use a Subscription, at which time it shall no longer be so considered. 

This Agreement supersedes and extinguishes all prior agreements, representations (whether oral or written), and understandings and constitutes the entire agreement between You and Us. 

If either party waives any breach of this Agreement, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

Neither party shall have liability to the other under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, due to a Force Majeure Event.

Neither party may assign this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, except that either party may, without the consent of the other, assign the Agreement to a controlled subsidiary of that party or a purchaser of all or substantially all of that party’s assets used in connection with performing this Agreement, provided the assigning party guarantees the performance of and causes the assignee to assume in writing all obligations of the assignor under this Agreement. The rights and obligations of this Agreement shall bind and benefit any successors or assigns of the parties.

If any part or provision of this Agreement is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement shall be binding on the parties.

Any notice given under this Agreement by either party to the other must be in writing by email and will be deemed to have been given on transmission. All notices to Us must be sent to contracts@channelunity.com. Notices to You will be sent to the email address that we hold on file for You.

This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

25.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

25.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

SUBJECT-MATTER

The processing of Customer Data in the categories set out below

TYPES OF PERSONAL DATA

Sales order data including customer names, addresses, email addresses, phone numbers or products ordered. 

DURATION OF THE PROCESSING: 

In accordance with the terms of the agreement. 

NATURE AND PURPOSE OF THE PROCESSING:

We will pass the Customer Data between the Your systems and third party online marketplaces. 

ACCESS TO DATA:

Access to the Customer Data by Our systems will remain under Your control, however, the viable provision of a Subscription by Us depends on such access.

USE:

For the avoidance of doubt, We do not review any personal data collected.

RETENTION:

All Customer Data will be retained as necessary to ensure the provision of a Subscription, however Sales order data will be anonymised after 30 days.

You enter into an Agreement with ChannelUnity by signing or otherwise agreeing to a Schedule. The Schedule will set out the Parties, Subscription Plan, any Consulting or Development Services and any specific payment terms. 

If You are registering for a free account, You do not need to physically sign a Schedule but in registering You will be deemed to have entered into this Agreement based on a Schedule which includes only a free-of-charge Subscription (with limited functionality), which We may withdraw at any time thus terminating Our obligations under this Agreement.

For any question or issues with this document, please email support@channelunity.com

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