Terms & Conditions

By using any of the USay Limited products or services (Apps, Website, e Commerce administration areas), you signify your agreement to the following Terms of Service. These will entail both Terms and Conditions, Privacy, purchase and product end-user usage. If you do not agree to these areas, do not agree to their use. USay Limited may modify these Terms of Services at anytime.

All U Say products and services are copyright protected. Any textual or graphic material you copy, print, or download is licensed to you USay Limited, Limited. and/or its subsidiaries ("USay Limited ") for your personal, non-commercial home use only, provided that you do not change or delete any copyright, trademark or other proprietary notices.

If you download software from the site and or use any of the products as an end user, the software, including all files, information and images, contained in or generated by the software, and accompanying data (together referred to as "Software") are deemed to be licensed or agreed to by you and by USay Limited, for your personal, commercial and home use only. USay Limited does not transfer either the title or the intellectual property rights to the Software and USay Limited retains full and complete title to the Software as well as all intellectual property rights therein. You may not sell, redistribute or reproduce the Software, nor may you decompile, reverse engineer, disassemble or otherwise convert the Software to a human-perceivable form. All trademarks and logos are owned by USay Limited or its licensors and you may not copy or use them in any manner. As an end User you are allowing the supplier who is licensed by USay Limited, to archive and use the information you give.

USay Limited makes no representation that materials in the site and or their products are appropriate or available for use in other locations. Those who choose to access and use this site and its products from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Software from this site is subject to U.K. Law.

USay Limited may change, move or delete portions of, or may add to, their website and products from time to time.

THE MATERIALS IN THIS SITE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. USAY LIMITED DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE CONTENT OR OTHER MATERIALS IN THEIR SITE AND PRODUCTS IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

USay Limited has no duty or policy to update any information or statements contained on their products or site and, therefore, such information or statements should not be relied upon as being current as of the date you access. Moreover, any portion of the materials available on this site or as an end user giving freely any information, may include technical inaccuracies or typographical errors. Changes may be made from time to time without notice to the materials available on the software and to the products described on this site.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, USAY LIMITED DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. USAY LIMITED DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION CONTAINED ON THIS SITE. USAY LIMITED DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MATERIALS AVAILABLE ON THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE MATERIALS, THIS SITE, PRODUCTS OR THE HARDWARE DELIVERY SYSTEMS THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU (AND NOT USAY LIMITED) ASSUME THE ENTIRE COST AND RESPONSIBILITY OF ALL NECESSARY SERVICING, REPAIR AND CORRECTIONS TO DATA AT THE TIME OF USE.

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL USAY LIMITED BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, SITE OR ANY DOWNLOADED MATERIALS, EVEN IF USAY LIMITED OR ITS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL USAY LIMITED 'S TOTAL LIABILITY TO YOU FROM ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, OR OTHERWISE) EXCEED THE AMOUNT YOU PAID TO USAY LIMITED, IF ANY, FOR PRODUCTS PURCHASED ON THIS SITE. AS AN END USER OF ANY OF THE APPS THE ABOVE WILL ALSO APPLY.

APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, OR THE ABOVE LIMITATIONS OF LIABILITY, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

USay Limited makes no representation whatsoever regarding the content of any other web sites which you may access from their site or from the Apps or the hardware used at time of delivery of your data. When you access a non- USay Limited web site, please understand that it is independent from USay Limited and that USay Limited has no control over the content on that web site. A link to a non- USay Limited web site does not mean that USay Limited endorses or accepts any responsibility for the content or use of such web site.

Should any viewer of a document on their web site, Apps or through the hardware it has been delivered on respond to USay Limited with information including feedback data, such as questions, comments, suggestions, or the like regarding the site or the applications used by end users, or the content of any item, such information shall be deemed to be non-confidential and USay Limited shall have no obligation of any kind with respect to such information. In addition, USay Limited shall be free to reproduce, use, disclose, display, exhibit, transmit, perform, create derivative works, and distribute the information to others without limitation, and to authorize others to do the same. Further, USay Limited shall be free to use any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products and other items incorporating such information. This paragraph is not intended to apply to any personal information about you (such as name, mailing address and e-mail address), the use of which will be governed by USay Limited's Privacy Statement.

In consideration of USay Limited's continuing efforts to enhance and improve their products and to respond to feedback from users, you agree to transfer such ideas, concepts, know-how and techniques to USay Limited without any compensation. You agree to execute any and all documents that USay Limited may reasonably request in connection with confirming USay Limited's ownership of and unlimited right to use such ideas, concepts, know-how and techniques.

You are solely responsible for the content of any comments you make. You agree that no comments submitted by you to this web site or your freely given survey data will: (i) violate any right of any third party, including copyright, trademark, privacy or other personal or proprietary rights; (ii) be or contain libellous or otherwise unlawful, abusive, or obscene material or constitute the misappropriation of the trade secrets of any third party; and (iii) disparage the products or services of any third party. You agree not to submit any personal information (other than your email address or user name) through email sent to other users or messages posted on this site by you.

This Agreement is effective unless and until terminated by either you or USay Limited. You may terminate this Agreement at any time by no longer using this web site or simply by not completing any of the products required information, provided that all prior uses of this web site and any of its products shall be governed by this Agreement. USay Limited may terminate this Agreement at any time and without notice, and accordingly deny you access to this web site or the use of giving free data on its survey products, in USay Limited’s sole discretion for any reason, including your failure to comply with any term or provision of this Agreement. Upon any termination of this Agreement by either you or USay Limited, you must promptly destroy all materials downloaded or otherwise obtained from this web site or not supply any data to its product, as well as all copies of such materials, whether made under the terms of this Agreement or otherwise.

USAY APP TERMS AND CONDITIONS

1. ABOUT THESE TERMS
USay Limited Software (USay Limited) is the legal and beneficial owner and licensor of the USay Limited App software and is willing to licence you (the Customer) to use this product in accordance with these terms and conditions.
These terms and conditions cover the two separate purchasing options available in respect of the Software:
Clause 3 contains important information on your agreement with USay Limited for the supply of a Site License for the Software.
Clause 4 contains important information on your agreement with USay Limited for an Annual Subscription to the Software
The remainder of these terms applies equally to both purchasing options.

2. DEFINITIONS
These definitions and rules of interpretation apply to this Agreement:
Agreement: the Online Order Form and these terms and conditions forming the contract between USay Limited and the Customer.
Customer Systems: the computer systems and any user terminals belonging to the Customer.
Intellectual Property Rights: all patents, copyrights, design rights, trade marks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world.
Licence Fee: the fee payable by the Customer to USay Limited for the Software (by way of Site Licence or Annual Subscription), as set out in the Order Form (or any other fee as may be agreed with USay Limited).
Order Form: the PDF form downloaded from USay Limited’s website indicating product selection, purchasing option and Customer details.
Software: each software package or service supplied by USay Limited and installed or used on the Customer System.
In the case of conflict or ambiguity between any provision contained in these terms and conditions and any provision contained in the Order Form or USay Limited's website, the provision in these terms and conditions shall take precedence.

3. SITE LICENCE
If the licence referred to on the Order Form is purchased as a Site Licence, then in consideration of the Licence Fee paid by the Customer to USay Limited, USay Limited will grant to the Customer a non-exclusive and non-transferable licence to use the Software for so long as the Customer pays the Annual Support Charge (as set out in the Order Form). Annual Support/subscription includes email support, data storage plus program updates and requires 3-month cancellation in writing.

4. ANNUAL SUBSCRIPTION
If the licence referred to on the Order Form is purchased by way of Annual Subscription, then in consideration of the Licence Fee paid by the Customer to USay Limited, USay Limited will grant to the Customer a non-exclusive and non-transferable licence to use the Software for 12 months from payment of the Annual Subscription Licence Fee.
In the event that the Annual Subscription is cancelled on less than 3 month's notice the Customer shall pay USay Limited on demand the 3 month cost of the Licence Fee pro rata to the Annual Subscription as set out in the Order Form. The Customer confirms that this sum represents a genuine pre-estimate of the loss that USay Limited would suffer in the event that the Customer provides less than 3 month's notice to cancel the Annual Subscription.

5. USE OF THE SOFTWARE
Use of the Software shall be restricted to use of the Software for the Customer's normal internal, organizational and operational purposes only, in accordance with these terms and conditions and any guidance or instructions on acceptable use or method of use.
The Customer may not use the Software for any other purpose without the prior written consent of USay Limited and the Customer acknowledges that additional fees may be payable on any change of use approved by USay Limited.
The Customer has no right to sub-license or to assign the benefit or burden of this Agreement in whole or in part, or to allow the Software to become the subject of any charge, lien or encumbrance without the prior written consent of USay Limited.
USay Limited may make available to the Customer and the Customer may use (subject to these terms and conditions) any free supplementary software code or update of the Software incorporating "patches" and corrections of errors as may be provided from time to time.
USay Limited may sub-license, assign, charge or otherwise transfer any of its rights or obligations under this Agreement, provided it gives written notice to the Customer of any sub-licence, assignment, The Customer shall permit USay Limited to inspect and have access to its premises, and the Customer System, at or on which the Software is being kept or used for the purposes of ensuring that the Customer is complying with the terms of the Agreement, provided that USay Limited provides reasonable advance notice to the Customer of such inspections, which shall take place at reasonable times.

6. FEES
The Customer shall pay to USay Limited the Licence Fee for the Software with online transfer means or within 30 days of USay Limited raising an invoice to the Customer. All sums payable under the Agreement are exclusive of VAT and any regional taxes, for which the Customer shall be responsible.
If the Customer fails to pay any amount payable to USay Limited under this Agreement, USay Limited shall be entitled to charge the Customer interest on the overdue amount, payable by the Customer on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of 4% per annum above the base rate for the time being of Lloyds TSB Bank plc. Such interest shall accrue on a daily basis and be compounded quarterly. USay Limited reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

7. USAY LIMITED LIABILITY - THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION
The Customer acknowledges that the Software may not be free of bugs or errors and agrees that the existence of any minor errors shall not constitute a breach of this Agreement.
The Customer accepts responsibility for the selection of the Software to achieve the intended results.
To the fullest extent permitted by law, all other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Agreement, whether by statute, common law or otherwise, are hereby excluded, including, without limitation, the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
Nothing in this Agreement shall exclude or in any way limit USay Limited's liability for fraud, or for death or personal injury caused by its negligence, or any other liability to the extent that it cannot be excluded or limited as a matter of law.
USay Limited shall not be liable under or in connection with this Agreement for loss of or damage to the Customer´s tangible property caused by the negligence of USay Limited, its officers, employees, contractors or agents.
USay Limited shall not be liable under or in connection with this Agreement for any losses or damages, which fall within any of the following categories:
• Indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence) breach of contract or otherwise;
• Special damage even though USay Limited was aware of the circumstances in which such special damage could arise
Subject to the above, USay Limited's maximum aggregate liability under or in connection with this Agreement whether in contract, tort (including negligence) or otherwise shall be limited to a sum equal to the Licence Fee paid by the Customer.

8. INTELLECTUAL PROPERTY RIGHTS
The Customer acknowledges that all Intellectual Property Rights in the Software belong to USay Limited, and the Customer shall have no rights in or to the Software other than the right to use it in accordance with the terms of this Agreement.

9. TERMINATION
USay Limited may terminate this Agreement immediately by written notice if:
• The Customer commits a material or persistent breach of this Agreement which it fails to remedy (if remediable) within 14 days after service of written notice; or
• The Customer (where it is a company) becomes unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.
Upon termination for any reason:
• All rights granted to the Customer under this Agreement shall cease;
• The Customer shall cease all activities authorized by this Agreement;
• The Customer shall immediately pay to USay Limited any sums due to USay Limited under this Agreement;
• The Customer shall immediately destroy or return to USay Limited (at USay Limited's option) all copies of the Software then in its possession, custody or control and, in the case of destruction, certify to USay Limited that it has done so; and USay Limited shall have no obligations under this Agreement to the Customer's data except to the extent USay Limited has any obligation at law.

10. WAIVER
No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.

11. SEVERABILITY
If any provision of these terms and conditions is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.

12. THIRD PARTY RIGHTS
The provisions of these terms and conditions are between the Customer and USay Limited and are not intended to confer a benefit on, or to be enforceable by, any person who is not a party to this Agreement.

13. NOTICES
Any notice required to be given pursuant to this Agreement shall be in writing, and shall be sent by first class mail to the other party. Correctly addressed notices sent by first-class mail shall be deemed to have been delivered 72 hours after posting.

14. ENTIRE AGREEMENT
This Agreement and any documents annexed or exhibited to these terms and conditions or otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.

15. GOVERNING LAW AND JURISDICTION
These terms and conditions shall be governed by and construed in accordance with English law and each party hereby submits to the non-exclusive jurisdiction of the English courts.