Please read these Terms of Service (“TOS”) carefully which, once agreed by you, constitute a legally binding Agreement with Snapfix. If you do not agree to these terms, please DO NOT USE THIS SERVICE. These terms apply to both Subscribers and Users of Snapfix, both of which terms are defined below. If you are a Subscriber and are using the Snapfix Service on behalf of your employer or another entity, you represent that you are authorised to accept these TOS on your employer’s or that entity’s behalf.
Snapfix reserves the right to change or modify any of these TOS at its sole discretion at any time and will publish the updated terms at https://www.snapfix.com/terms. Your continued use of the Snapfix Service means that you accept the updated TOS.
1 - Parties 1.1 - The Snapfix Service is made available by Snapfix Limited, an Irish-registered company (registration number 590743), with offices at 93 Upper George’s Street, Dun Laoghaire, Co Dublin, Ireland. 1.2 - In these TOS, Snapfix Limited is referred to as “Snapfix”, “us” or “we” or “our”. 1.3 - You and/or your company are referred to as the “Subscriber”, the “User” (as applicable), the “Licensee” (which applies to both Subscribers and Users) or “you”.
2 - Definitions & Interpretation 2.1 - In this Agreement, unless otherwise defined in the relevant section, the following capitalised terms shall have the following meanings: (a) “Agreement” means these TOS as updated from time to time, and as amended, if applicable, as agreed in writing between the parties, as well as the Snapfix Acceptable Use Policy, the Snapfix Fair Use Policy and any Snapfix-issued Sales Order. (b) “Charges” means the amounts payable by the Subscriber to Snapfix under, or in relation to, this Agreement. (c) “Effective Date” means the date that you are first granted access to the Snapfix Service. (d) “Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected. (e) “Initial Subscription Term” means the period of (i) twelve (12) months from the Effective Date or such other period as is set out in the Sales Order or (ii) thirty (30) days from the Effective Date in relation to the Snapfix Service licensed on a trial basis. (f) “Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights, and which include copyright and related rights, database rights, rights in confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs. (g) “Licensee Data” means any electronic data, content and information uploaded by or for the Subscriber or by or for Users via the Snapfix Service or that are collected and processed by or for the Subscriber or Users using the Snapfix Service. They include any data (including personal data) relating to Users. (h) “Permitted Purpose" means the recording, logging, allocation and management of tasks and/or assets. (i) “Platform” means the web-based software platform that is owned and operated by Snapfix, and that is made available to the Subscriber as a service via the internet, and transmission of certain files under this Agreement which are installed in the Snapfix Application. (j) “Sales Order” means a document issued by Snapfix signed by Snapfix and the Subscriber, outlining applicable Subscriber terms, such as the tier of Snapfix Service licensed, the Charges and any other terms specific to the Subscriber. (k) “Snapfix Application” means the Snapfix mobile application. (l) “Snapfix Service” means the online task management service to be provided by Snapfix to the Subscriber and Users under this Agreement. It includes the Snapfix Application, the Platform and any related documentation. (m) “User” means an individual who has downloaded and installed the Snapfix Application and has been linked by the Subscriber to the Subscriber’s instance of the Platform. 2.2. A reference to “writing” or “written” includes e-mail. 3 - The Services 3.1 - Snapfix has developed the Snapfix Service which it makes available on a subscription basis. 3.2 - Subject to the payment of the applicable Charges, Snapfix hereby grants to the Subscriber a non-exclusive, non-transferable licence to use the Snapfix Service for the Purpose during the Term. 3.3 - The Subscriber is licensed to use the Snapfix Service either on free trial basis or for the tier of service purchased by the Subscriber, as specified in the Sales Order. Users are licensed to use the Snapfix Service for so long as they are permitted to by the Subscriber.
4 - Licensee Obligations 4.1 - Licensees must comply at all times with the terms of the Acceptable Use Policy. The Subscriber is ultimately responsible for ensuring that all Snapfix Users agree to and comply with the terms of that Acceptable Use Policy. 4.2 - Licensees shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Snapfix Service, and to promptly notify Snapfix in the event of any such unauthorised access or use. 4.3 - Licensees may not sublicense, sell, rent, lease, transfer, assign, distribute, display, disclose, commercially exploit, or otherwise make the Snapfix Service and/or Documentation available to any third party except to Snapfix Users in accordance with this Agreement. 4.4 - Licensees must not alter, adapt, edit, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, transmit all or any portion of the Snapfix Service in any form or media or by any means. 4.5 - Licensees must not attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Snapfix Service software. 4.6 - Licensees must not access any part of the Snapfix Service in order to build a product or service which competes with the Snapfix Service. 4.7 - Licensees shall obtain and maintain all necessary licences, consents, and permissions necessary for Snapfix, its contractors and agents to perform their obligations under this Agreement, including without limitation the provision of the Snapfix Service. 4.8 - Licensees shall comply with all applicable laws and regulations with respect to their activities under this Agreement. 4.9 - Snapfix recommends that the Subscriber creates its own acceptable use policy specific to its business and industry. 5 - Support Services and Updates 5.1 - During the Term and in connection with the Snapfix Service, Snapfix will, at its discretion, provide technical support services to the Subscriber. Snapfix may also provide documentation and support information via its website, available to Subscribers and Users. 5.2 - Snapfix may, at its discretion, provide additional professional services if requested by the Subscriber. Any professional services will be an additional cost to the Subscriber at a rate outlined in a mutually-agreed scope of work document. 5.3 - From time to time, Snapfix may update the Snapfix Service and add improved or different features and functionality. Provided the Subscriber is in compliance with this Agreement and is current with Charges, Licensees will be granted access to the updated versions of features to which the Subscriber has subscribed. Optional or new features and functions may be subject to additional fees. Snapfix may also adjust or remove certain features from time to time. 6 - Licensee Data 6.1 - The Licensee is solely responsible for the accuracy and quality of any and all Licensee Data and the means by which the Licensee acquires Licensee Data. 6.2 - The Licensee acknowledges and agrees that Licensee Data will be stored in a country based in the European Economic Area (“EEA”). 6.3 - The Licensee confirms that all data subjects whose data is included in the Licensee Data have given their valid consent to the collection of their data, the transfer of their personal data by the Licensee to Snapfix and to the processing of their personal data by Snapfix for the purposes identified herein in the EEA and in countries whose laws they have acknowledged may provide a lower standard of privacy and data protection than exists in the EEA. Snapfix currently uses Amazon Web Services based in the EEA, but reserves the right to move Licensee Data to another web service provider. 6.4 - If Snapfix processes any personal data on a Licensee's behalf when performing its obligations under this Agreement, Snapfix shall be acting as a data controller and The Licensor shall be acting as a data processor. 6.5 - Snapfix shall process Licensee personal data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by the Licensee from time to time. 6.6 - Each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Licensee personal data or its accidental loss, destruction or damage. 6.7 - Where Snapfix reasonably suspects that there has been a breach by a Licensee of the provisions of this clause 6, Snapfix may: a. delete or amend the relevant Licensee Data; and/or b. suspend the Licensee's access to Snapfix while it investigates the matter. 6.8 - Any breach by a Licensee of this clause 6 will be deemed to be a material breach of this Agreement for the purposes of clause 11
7 - Intellectual Property Rights 7.1 - Subject to clauses 7.2 and 7.3, all Intellectual Property Rights in the Licensee Data will remain, as between the parties, the property of the applicable Licensee. 7.2 - Licensees grants to Snapfix during the Term a non-exclusive licence to store, copy and otherwise use the Licensee Data on the Snapfix Service for the purposes of providing the Snapfix Service and any new services, fulfilling its obligations and exercising its rights under this Agreement. 7.3 - The Licensee grants to Snapfix a worldwide, perpetual, irrevocable, assignable, royalty-free license, including the right to sublicense, to use, copy, modify, distribute, create derivative works of and otherwise exploit for any purpose anonymised information, data and content derived from the operation of, and any Licensee's use of, the Snapfix Service (“Usage Data”). Usage Data may not include any data that could reasonably identify a particular Licensee and shall not be deemed to be Licensee Data. 7.4 - Snapfix has the right to reference the Subscriber as a client on its website, in press releases, in case studies and to use the Subscriber logo and/or marks for the purposes thereof, subject to reasonable usage guidelines provided by the Subscriber. 7.5 - As between the parties, all Intellectual Property Rights in the Snapfix Service and derivative works are the exclusive property of Snapfix. 7.6 - Licensee may provide feedback, suggestions, and ideas, if it chooses, about the Snapfix Service (“Feedback”). Licensee agrees that Snapfix and its licensees may use this feedback in any way and at no charge, including using feedback to develop future enhancements and modifications to the Snapfix Service. 8 - Charges 8.1 - Snapfix will issue invoices to the Subscriber for the Charges in accordance with the Sales Order. 8.2 - The Subscriber will pay the Charges immediately on receipt of invoice. All Charges are non-refundable except in the case of termination by the Subscriber for breach by Snapfix. 8.3 - All Charges are exclusive of any and all taxes, fees and duties, including, without limitation, withholding tax, value added tax and sales tax, and the Subscriber is responsible for payment of all such taxes (excluding taxes based on Snapfix’s net income). 8.4 - Charges must be paid by bank transfer, debit/credit card or automated payment service using such payment details as are notified by Snapfix to the Subscriber. 8.5 - If the Subscriber does not pay any Charges properly due to Snapfix within seven (7) days of receipt of invoice, Snapfix may charge the Subscriber interest in accordance with the EU Late Payments Directive. 8.6 - Snapfix may vary the Charges payable for a Renewal Period by giving the Subscriber not less than 30 days' written notice of the variation in advance of the commencement of a Renewal Period. 8.7 - Snapfix may suspend access to the Snapfix Service to the Subscriber and any Snapfix Users if any Charges are overdue by more than seven (7) days. 9 - Warranties 9.1 - The Licensee warrants that: a. it has the legal right to disclose all Licensee Data to Snapfix under or in connection with this Agreement; b. all requisite consents have been duly obtained to enable Snapfix to lawfully provide the Snapfix Service hereunder and there are no circumstances likely to give rise to a breach of any of the data protection rights of any individual in providing the Licensee Data to Snapfix for the purposes of this Agreement; c. The Licensee Data do not and will not contain anything that is defamatory or indecent; d. it has the legal right and authority to enter into and perform its obligations under this Agreement. e. the Licensee Data, and their processing and use by Snapfix in accordance with the terms of this Agreement, will not: i. breach any laws, statutes, regulations or legally-binding codes; ii. infringe any person's Intellectual Property Rights or other legal rights; or iii. give rise to any cause of action against Snapfix, its personnel, agents or suppliers in any jurisdiction under any applicable law. 9.2 - The Licensee shall indemnify Snapfix against any claims, losses, damages, costs (including all reasonably incurred legal fees) and expenses incurred by or awarded against Snapfix arising out of or in connection with the processing of the Licensee Data under this Agreement except to the extent that such claims against Snapfix have arisen as a result of the gross negligence or wilful default of Snapfix. 9.3 - Snapfix warrants that: a. It has the legal right and authority to enter into and perform its obligations under this Agreement; b. It will perform its obligations under this Agreement with reasonable care and skill consistent with industry standards. 9.4 - The Licensee acknowledges and agrees that: a. software is never wholly free from defects, errors and bugs, and Snapfix gives no warranty or representation that the Snapfix Service will be free from any defects, errors and bugs or that it will meet the Licensee’s requirements; b. Snapfix does not warrant or represent that the Snapfix Service will be compatible with any application, platform, operating system, program or software; c. while the Snapfix Service is a useful tool to record, allocate and track the completion of particular tasks, the Snapfix Service should not be used as the sole record of tasks or issues which may cause personal injury, property or economic damage. Snapfix will not be liable for any reason for the Snapfix’s Service’s failure to record, allocate, track, define or complete any particular task, image, description or content. 10 - Limitations and Exclusions of Liability 10.1 - This clause sets out Snapfix’s entire financial liability (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Licensee: a. arising under or in connection with this Agreement; b. in respect of any use made by the Licensee of the Snapfix Services and Documentation; and c. in respect of any representation, statement. tortious act or omission (including negligence) or statutory duty arising under or in connection with this Agreement. 10.2 - Except as expressly and specifically provided in this Agreement: a. The Licensee assumes sole responsibility for results obtained from its use of the Snapfix Services, and for conclusions drawn from such use. Snapfix shall have no liability for any damage caused by errors or omissions in any information, instructions or content provided to Snapfix by the Licensee in connection with the Snapfix Services, any omissions or errors caused by the ineffective or defective operation of the Snapfix Service, or any actions taken by Snapfix at the Licensee's direction; b. Snapfix excludes all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law, including but not limited to any warranties as to merchantability or fitness for a particular purpose, 10.3 -Nothing in the Agreement will limit or exclude the liability of a party: a. for death or personal injury resulting from negligence; b. for fraud or fraudulent misrepresentation; c. that is not permitted under applicable law 10.4 - Subject to clause 10.3, Snapfix will not be liable in respect of a. any loss of profits, income, revenue, use, production or anticipated savings arising or not arising; b. any loss of business, contracts or commercial opportunities; c. any loss of or damage to goodwill or reputation; d. any loss or corruption of any data, databases, software or hardware; e. in respect of any special, indirect or consequential loss or damage; or f. losses arising out of a Force Majeure Event. 10.5. Subject to clauses 10.3 and 10.4, Snapfix’s aggregate liability under this Agreement or otherwise will not exceed the total Charges actually paid by the Subscriber or User during the 12-month period immediately preceding the event or events giving rise to the claim. 11 - Term and Termination 11.1 - This Agreement shall, unless otherwise terminated as provided in this clause 11, commence on the Effective Date and shall continue for the Initial Subscription Term. Except in the case of a trial licence, this Agreement shall automatically renew for successive periods of 12 months, or such other period as is listed in the Sales Order periods, (each a “Renewal Period”), unless otherwise terminated in accordance with the provisions of this Agreement. The Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Term”. Trial licences will not automatically renew. 11.2 - Either party may terminate this Agreement immediately by giving written notice to the other party if the other party commits any material breach of any term of this Agreement, and:(i) the breach is not remediable; or (ii) the breach is remediable, but the other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so. 11.3 - This Agreement and the licences granted hereunder will automatically terminate if either party becomes unable to pay its debts when due or enters into liquidation (except voluntary liquidation not involving insolvency for the purposes of a reconstruction or amalgamation) or has a receiver or examiner or a person in the nature of a receiver or examiner appointed to its undertaking or assets or enters into any arrangement with its creditors. 11.4 - Snapfix may terminate the Agreement immediately by giving written notice of termination to the Subscriber where the Subscriber fails to pay the Charges when due. 12 - Effects of Termination 12.1 - On termination of this Agreement for any reason: a. all licences granted by Snapfix under this Agreement shall immediately terminate; b. each party shall return and make no further use of any equipment, property, software and other items or material (and all copies of them) belonging to the other party; c. Snapfix may destroy or otherwise dispose of any of the Licensee Data in its possession unless Snapfix receives, no later than ten days after the effective date of the termination of this Agreement, a written request from the Subscriber to deliver the then-most recent backup of the Licensee Data. In such case, Snapfix shall use reasonable commercial endeavours to deliver the back-up to the Subscriber within 30 days of its receipt the written request, provided that the Subscriber has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Licensee shall pay all reasonable expenses incurred by The Licensor in returning or disposing of Licensee Materials; and d. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination shall not be affected or prejudiced. 13 - Notices 13.1 - Any notice or other communication required or permitted to be given or made hereunder to a party shall be addressed or sent to such party at his or its address hereinafter specified, or to such other address as it may from time to time notify to the other party hereto in writing in accordance with the provisions of this clause. 13.2 - Any notice or other communication required or permitted to be given or made hereunder shall be validly given or made if delivered personally, despatched by pre-paid letter post or sent by email, and shall be deemed to be given or made: a. if delivered by hand – at the time of delivery; b. if sent by post – after two business days (seven business days if posted in a different postal jurisdiction to that of the addressee) c. if sent by email – 1 business day following the time of the sending of the email provided no error is received. 14 - Force Majeure 14. - Where a Force Majeure Event gives rise to a failure or delay in either party performing its obligations under this Agreement (other than obligations to make payment), those obligations will be suspended for the duration of the Force Majeure Event.
15 - General 15.1 - No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 15.2 - If a clause of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other clauses of this Agreement will continue in effect. If any unlawful and/or unenforceable clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant clause will be deemed to be deleted). 15.3 - Nothing in this Agreement will constitute a partnership, agency relationship or contract of employment between the parties. 15.4 - This Agreement may only be varied or amended via a written document signed by or on behalf of each of the parties. 15.5 - The Licensee may not, without the prior written consent of Snapfix, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. 15.6 - This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. 15.7 - This Agreement constitutes the entire agreement between the parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between them relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and will have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. 15.8 - This Agreement will be governed by and construed in accordance with the laws of Ireland and the courts of Ireland will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.