Terms and Conditions for Care SumFin: Governing Access, Installation, and Use of Care SumFin

  1. USE OF THE PRODUCTS
    1. General. Customer acknowledges that Care SumFin is a SociaWorks CIC software and hence, Customer is bound to comply with SociaWorks CIC’s terms of use as published in its website, in addition to the terms and conditions stipulated herein. Minimum system requirement is the latest version of Internet Explorer, Firefox, Chrome and Safari.
    2. License. Customer is granted a non-exclusive, non-transferable, and limited right to access, install and use Care SumFin in England only. These rights are (a) non-perpetual unless explicitly stated otherwise and (b) conditional on Customer’s continued compliance with Care SumFin Subscription Terms and Conditions, including full payment of the required fees. SociaWorks CIC reserves all rights not expressly granted to Customer, including any rights by implication or otherwise.
    3. Privacy and Security. Privacy and security statements are listed in the Online Services Use Rights found on the website of SociaWorks CIC.
    4. Limitations on use. Customer shall not reverse engineer, decompile or disassemble any Product. Customer shall not rent, lease, lend, resell, or host to or for third parties Care SumFin. Customer shall not separate and use the components of Care SumFin, upgrade or downgrade components at different times, or transfer components separately.
    5. Non-SociaWorks CIC software.
      1. Customer is solely responsible for any other software,  SociaWorks CIC is not a party to and bound by any terms governing Customer’s use of any other software.
      2. Customer installs or use any other software with Care SumFin, Customer directs and controls the installation in and use of such software.
      3. Customer shall not install or use any other software in any way that would subject SociaWorks CIC’s intellectual property or technology to obligations beyond those included herein.
    6. Responsibility for Customer IDs and accounts. Customer is responsible for protecting the confidentiality of its Care SumFin ID, password or other authentication credentials associated with Customer’s use of Care SumFin. In addition, Customer is responsible for its passwords, if any, and all activity with its Care SumFin account including that of users Customer provisions and dealings with third parties that take place through Customer’s account or associated accounts. Customer must immediately inform SociaWorks in writing about any possible misuse of its accounts or any security incident related to Care SumFin.
  2. ORDERING, PRICING, BILLING AND PAYMENT
    Details of the ordering, billing and payment are set forth in individual contract terms and conditions.
  3. TERM, SUSPENSION, AND TERMINATION
    1. Agreement term and termination. Subscription has an initial term of one year from delivery of the services unless terminated subject to the terms of this Section.
    2. Pre-termination of a Subscription. If Customer terminates the subscription during the initial term, Customer shall pay pre-termination charge equivalent to the Monthly Recurring Fee multiplied by the remaining months of the initial term.
    3. Effect of termination or expiration on Client Software. If a Subscription is terminated or expires, then Customer must delete all copies of Care SumFin licensed under this agreement and destroy any associated media. SociaWorks may ask Customer to provide written certification of the deletion and destruction.
    4. As an effect of termination, all customer data will be deleted.
  4. CONFIDENTIALITY
    Customer shall treat the design and performance of Care SumFin that are accessible to Customer only via password protected access or 3 Factor Authentication and any documentation or materials made available to Customer as confidential and shall not disclose them to any third party except in the furtherance of the parties’ business relationship with each other. Neither party shall make any public statement concerning the terms or our business relationship as provided herein without the other party’s prior written consent.
  5. WARRANTIES
    1. Agreement term and termination. Subscription has an initial term of one year from delivery of the services unless terminated subject to the terms of this Section.
      1. Online Services will perform in accordance with the Service Level Agreement; and
      2. Client Software will perform substantially as described in the applicable SociaWorks CIC user documentation.
    2. Limited warranty term. The limited warranty for Care SumFin is one year from commencement of subscription.
    3. Limited warranty exclusions. This limited warranty is subject to the following limitations:
      1. any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law will last one year from the start of the limited warranty;
      2. this limited warranty does not cover problems caused by accident, abuse or use of Care SumFin in a manner inconsistent herewith or resulting from events beyond SociaWorks CIC’s reasonable control;
      3. this limited warranty does not apply to problems caused by the failure to meet minimum system requirements; and
      4. this limited warranty does not apply to free, trial, pre-release or beta Products.
    4. Disclaimer of other warranties. Other than this limited warranty, SociaWorks provides no other express or implied warranties or conditions. SociaWorks disclaims any implied representations, warranties or conditions, including warranties of merchantability, fitness for a particular purpose, satisfactory quality, title or non-infringement. These disclaimers will apply unless applicable law does not permit them.
  6. LIMITATION OF LIABILITY
    1. Limitation on liability. To the extent permitted by applicable law, the liability of SociaWorks arising under this agreement is limited to direct damages up to an amount equivalent to the subscription payment made by Customer. These limitations apply regardless of whether the liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties, or any other legal theory.
    2. Exclusion of certain damages. To the extent permitted by applicable law, whatever the legal basis for the claim, SociaWorks shall not be liable for any indirect, consequential, special or incidental damages, or damages for lost profits or revenues, business interruption, or loss of business information arising in connection with this agreement, even if advised of the possibility of such damages or if such possibility was reasonably foreseeable.
  7. CLIENT SOFTWARE AND SUPPLEMENTAL SOFTWARE
    1. Copies. Customer may make as many copies of Care SumFin as it needs to distribute them throughout its entity provided it has a valid license for each such copy. Copies of Care SumFin and Supplemental Software made by Customer must be complete copies (including copyright and trademark notices) and made from SociaWorks CIC-approved media or a network source
    2. Transferring and assigning licenses.
      1. License transfers. License transfers are not permitted.
      2. Internal assignment of licenses. Licenses must be assigned to a single user.
  8. MISCELLANEOUS
    1. Notices. Customer must send notices, authorizations, and requests in connection herewith via email only to authorized recipients declared by SociaWorks CIC.
    2. Electronic notices. Information about Care SumFin may be provided via email. Notice via email is given as of the transmission date. In addition, various service communications may be sent via email to account administrators identified by the Customer,
    3. Independent contractors. SociaWorks and Customer are independent contractors for all purposes. Customer does not have any agency, franchise or fiduciary relationship with SociaWorks.
    4. No third-party beneficiaries. This agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this agreement.
    5. Assignment. Customer shall not assign this agreement.
    6. Severability. If a court holds any provision(s) of this agreement to be illegal, invalid or unenforceable, the rest of this agreement will remain in effect and this agreement will be amended to give effect to the eliminated provision to the maximum extent possible.
    7. Waiver. A waiver of any breach of this agreement is not a waiver of any other breach. Any waiver must be in writing and signed by an authorized representative of the waiving party.
    8. Applicable law. This agreement is governed by the laws of the United Kingdom without regard to its conflict of laws principles.
    9. Dispute resolution. Any action to enforce this agreement must be brought in the United Kingdom
    10. Entire agreement. This agreement constitutes the entire agreement concerning its subject matter and supersedes any prior or contemporaneous communications.
    11. Survival. Provisions regarding ownership and license rights, fees, Online Services Use Rights, restrictions on use, transfer of licenses, warranties, SociaWorks’s and Customer’s obligations to protect each other, limitations of liability, confidentiality, compliance verification, obligations on termination or expiration and the other provisions in this section titled “Miscellaneous” will survive termination or expiration of this agreement.
    12. No transfer of ownership. There is no transfer of any ownership rights in Care SumFin
    13. Force majeure. Neither party will be liable for any failure in performance due to causes beyond either party’s reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labour disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Online Services)). This Section will not, however, apply to Customer’s payment obligations under this agreement.
  9. DEFINITIONS
    1. “Customer Data” means all data, including all text, sound, software, or image files that customers provided, or are provided on their behalf, to us through use of the Online Services.
    2. “Online Services Use Rights” means the use rights for each Product published at http://www.SociaWorksco.uk/ or at an alternate site that SociaWorks CIC may identify. The Online Services Use Rights include terms governing Customer’s use of Care SumFin that are in addition to the terms in this agreement.
    3. “Subscription” means the temporary arrangement to pay for and receive use of a Care SumFin ordered.
    4. “Supplemental Software” means SociaWorks CIC software provided to Customer as part of Care SumFin and that may be used only with Care SumFin to enable certain functions.
    5. “Term” means the duration of a Subscription.

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