Deep Blue CloudDMS

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Terms & Conditions

Deep Blue Systems Cloud DMS

Terms and Conditions

•	1. What this agreement is about
o	1.1. If you are a user of Deep Blue CloudDMS, this agreement describes how you may use Deep Blue CloudDMS and is made up of these terms and conditions and our Privacy Policy.
o	1.2. In this agreement, where we say “Deep Blue CloudDMS” we mean all products comprising the stock control product family and all of the products comprising the Deep Blue CloudDMS stock control and invoicing product family being Deep Blue CloudDMS
o	1.3 Some modules of CloudDMS may be in Beta, where the product module is marked “Beta” you should consider it underdevelopment and suitable for testing but not commercial use.
o	1.4. We may change the terms and conditions of this agreement and our Privacy Policy at any time.  We will make reasonable efforts to communicate any changes to you via a notification on Deep Blue CloudDMS or by sending an email to you, but it is up to you to ensure that you regularly check, read, understand and agree to the most recent version of this agreement as you will be deemed to accept all changes if you continue to use Deep Blue CloudDMS.
•	2. Who this agreement is between
o	2.1. This agreement is between: you, the person or organisation authorised to use Deep Blue CloudDMS; and us, Deep Blue Systems Ltd (company registration number 3201089, VAT number GB 722216472, registered office: 86 Cuckoo Ave, W7 1BN, United Kingdom.
o	2.2. By entering into this agreement, we both agree to be bound by and keep to it.
•	3. How you accept this agreement, and when this agreement starts
o	3.1. You accept every term and condition of this agreement, and are deemed to accept it when you log into Deep Blue CloudDMS, this agreement starts from the earliest date when you use Deep Blue CloudDMS (or any part of it). If you accept this agreement and pay the relevant subscription fees (where applicable), we give you the right to use Deep Blue CloudDMS in the way described in this agreement. You must not use Deep Blue CloudDMS in any other way.
o	3.2. This agreement will continue until terminated in accordance with clause 12.
o	3.3. If you don't accept this agreement, you should contact us immediately and you should not use Deep Blue CloudDMS.
•	4. Setting up a Deep Blue CloudDMS account directly with Deep Blue Systems Ltd
o	4.1. We will give you your sign-in details and passwords to enable you to use Deep Blue CloudDMS (the “sign-in information”) once you have registered with us. If you wish to redeem a promotion or activation code you must enter this as part of the registration process. You will need to activate your account within 28 days of receiving the activation email which we will send to the email address you have registered with us. Failure to activate your account may lead to an inability to access any data which may have been entered into that account.
o	4.2. You may take advantage of a free trial of Deep Blue CloudDMS. We will confirm the duration of any applicable free trial period in a confirmatory email following registration.
o	4.3. If you are a new customer to Deep Blue CloudDMS and elect to buy Deep Blue CloudDMS immediately without a free trial by signing up the buy now offer and entering your direct debit or payment details, you will receive such discount as we may from time to time determine off the recommended retail price for 6 calendar months (or such other period as we specify on our website or in our marketing literature) starting with the month in which we accept your valid direct debit details (“Buy Now Discount”). You will be charged for access to Deep Blue CloudDMS from the date you provide your direct debit details and your first invoice will be generated on the first day of the next calendar month but prorated depending on the date you signed up for Deep Blue CloudDMS. After expiry of your Buy Now Discount the monthly price for your Deep Blue CloudDMS service will revert automatically without notice to our current list price unless we advise otherwise. Any break in payment resulting in a deactivation and subsequent reactivation of your Deep Blue CloudDMS account will result in your monthly subscription being reactivated at our current list price. Once you have purchased your first Deep Blue CloudDMS service with the Buy Now Discount, any additional subscriptions by you of a Deep Blue CloudDMS service will be at our then-current price list for that Deep Blue CloudDMS service (plus VAT or equivalent sales tax) as specified on our website from time to time.
o	4.4. If you continue to use Deep Blue CloudDMS following your trial period or if you have elected to purchase Deep Blue CloudDMS without taking a free trial, you agree to pay the applicable subscription fee (plus any VAT or applicable sales tax) directly to us via the payment method specified during registration or via any different payment method which we may notify to you from time to time, until either you or we end this agreement in one of the ways set out in clause 12.
o	4.5. If you fail to pay any amount payable by you under this agreement, we may charge you interest on the amount overdue from the due date of payment up to and including the date of actual payment (as well as before and after judgment), at the rate of 4% per annum above the base rate for the time being of Lloyds Bank plc if you subscribe to Deep Blue CloudDMS in the United Kingdom. Such interest shall accrue on a daily basis and be compounded quarterly and you will pay the interest to us immediately upon demand. If at any time we charge you an incorrect price, we reserve the right to rectify our invoice and claim payment from you for the correct amount which you agree to pay. If we have overcharged you, we will reimburse you for the amount by which you have been overcharged.
o	4.6. We may increase the subscription fee for Deep Blue CloudDMS at any time by giving you not less than 30 days’ written notice and such an increase will take effect from your next payment date after this notice period has ended.
o	4.7. By using the functionality within Deep Blue CloudDMS, providing your Deep Blue Systems Ltd Partner is an accountant partner you can grant your Deep Blue Systems Ltd accountant access to your Deep Blue CloudDMS account provided that your Deep Blue Systems Ltd accountant has subscribed to the Deep Blue Systems Ltd. If you choose to do this, we cannot accept any liability for the actions of your Deep Blue Systems Ltd accountant including, without limitation, their access to your Deep Blue CloudDMS account or the data contained within it. Except where your Deep Blue Systems Ltd accountant has set up your Deep Blue CloudDMS account (in which event, clause 5 shall apply), you can withdraw your Deep Blue Systems Ltd accountant’s access to your Deep Blue CloudDMS account at any time.
•	5. Your rights to use Deep Blue CloudDMS and your obligations
o	5.1. You must only use Deep Blue CloudDMS for your internal business purposes and only to input your own information into Deep Blue CloudDMS, unless you are a Deep Blue Systems Ltd Partner. Deep Blue Systems Ltd Partners may link to their clients’ Deep Blue CloudDMS services for the purposes of inputting, transferring and analysing data on behalf of such clients (where the client permits this) and for making the Deep Blue CloudDMS service available to them.
o	5.2. All rights of ownership of the information you or a Deep Blue Systems Ltd Partner inputs into Deep Blue CloudDMS remain yours but your access to this information is dependent upon you complying with these terms and conditions and your applicable subscription fee being paid in full. We follow good industry practice to prevent data loss; however, you must keep copies of any information inputted into Deep Blue CloudDMS (or generated by it) as we cannot guarantee that your information will not be lost or damaged and you should be aware that in the event of your Deep Blue Systems Ltd Partner ceasing to administer your Deep Blue CloudDMS account, any documents stored using Collaborate will be destroyed.
o	5.3. You cannot transfer your Deep Blue CloudDMS subscription (or your use of Deep Blue CloudDMS for demonstration and evaluation purposes or any free trial, promotion or activation code), or your Deep Blue CloudDMS Account created via a Mobile App to any other person or organisation. For example, you cannot sell it if you no longer want to use Deep Blue CloudDMS, or if you become insolvent an insolvency practitioner may not pass on your Deep Blue CloudDMS subscription (including your sign-in information) as part of your business’s assets. Further information on this is set out in clause 13.4.
o	5.4. You must comply with all applicable laws and legislation in respect of your use of Deep Blue CloudDMS and for any filing, sharing or use of the Collaborate functionality, you must ensure that the content of any files does not and will not result in any injury, damage or harm to us or any third party (including, without limitation, defamation or breach of confidentiality) and the content does not contain anything which is unlawful, obscene, indecent or immoral or promotes illegal or unlawful activities.
o	5.5. You acknowledge that we are not your accountant and Deep Blue CloudDMS should not be used as a substitute for professional accountancy advice.
o	5.6. Some features of Deep Blue CloudDMS rely on integration with other Deep Blue Systems Ltd products and services or provide access to technology, information or services not provided by us (such as the HM Revenue & Customs website even though it may look like Deep Blue Systems Ltd operates these technologies or services). You may purchase or subscribe to third party complimentary products, software or services (including from the Add-On section of the Deep Blue CloudDMS website) that integrate or work with Deep Blue CloudDMS or any other Deep Blue Systems Ltd products and services or technology, information or services not provided by us (“Additional Services”).  It is your responsibility to decide whether or not to use Additional Services and if you choose to do so you must agree to the separate applicable terms and conditions presented to you by Deep Blue Systems Ltd or the third party for those Additional Services.  If there is a conflict between any of the terms of this agreement and the Additional Services terms, the Additional Services terms will apply in relation to your use of the Additional Service in question. Except where clause 11.4 applies, we are not responsible for any issue with any third-party technology, information and/or services and will not be liable for those issues.  We may withdraw access to such third party technology, information or services via Deep Blue CloudDMS at any time and without notifying you.
o	5.7. You acknowledge that, where relevant, the third party provider of the Additional Services may collect from you the subscription fees due for Deep Blue CloudDMS. In such circumstances you agree to pay the applicable subscription fee (plus any VAT or applicable sales tax) directly to the third party provider via the payment method and subject to the payment terms specified during registration or which may otherwise be notified to you from time to time, in default of which the payment terms set out in this agreement shall apply.
o	5.8. You agree that if you receive Deep Blue CloudDMS at a special or discounted price you will only be able to receive Deep Blue CloudDMS at that special or discounted price if your subscription fees for Deep Blue CloudDMS are paid continuously. Any delay or other failure in payment which results in a suspension, termination or other deactivation of your account may result in your monthly subscription fee being reactivated at our then-current list price which will be higher than the special or discounted price you previously paid. Please visit our website for details of our pricing.
•	6. Restrictions on your use of Deep Blue CloudDMS
o	6.1 The following list gives examples of things you must not do with Deep Blue CloudDMS:
	6.1.1 you must not introduce any viruses or harmful technology to Deep Blue CloudDMS;
	6.1.2 you must not try to gain unauthorised access to Deep Blue CloudDMS or any underlying technology;
	6.1.3 you must not try to affect the availability of Deep Blue CloudDMS to our users (sometimes called ‘a denial-of-service attack’);
	6.1.4 unless you are a Deep Blue Systems Ltd Partner or except as expressly permitted in this agreement, you must not give anyone else any right (of any kind) to use or benefit from Deep Blue CloudDMS in any way or provide Deep Blue CloudDMS to others. For example, you cannot use Deep Blue CloudDMS with someone else’s information to provide a service to them;
	6.1.5 you may not use Deep Blue CloudDMS to help you develop your own software. For example, you must not use or copy all or any part of Deep Blue CloudDMS's ‘graphical user interface’, ‘operating logic’ or ‘database structure’ for it to be part of, or to develop, any software or other product or technology, unless that use or copying is allowed by law.
o	6.2 It is impossible to provide an exhaustive list of exactly what constitutes acceptable and unacceptable use of Deep Blue CloudDMS. In general, we will not tolerate any use which damages or is likely to damage our business or reputation, the availability or integrity of Deep Blue CloudDMS or which causes us or threatens to cause us to incur any legal, tax or regulatory liability. We will also not tolerate any conduct by you with is (or we reasonably deem to be) offensive, malicious, threatening, intimidating or otherwise unacceptable behaviour (“Unacceptable Conduct”). If we consider you have participated in any Unacceptable Conduct, we may end this agreement by giving you 20 days’ notice in writing. In these circumstances you will not be entitled to a refund of any amounts you have paid to us in advance for your subscription period.
•	7. Our promises relating to Deep Blue CloudDMS
o	7.1 Whilst we aim to provide uninterrupted use of Deep Blue CloudDMS, unfortunately we can’t guarantee this, for example, some interruptions may be caused by reasons outside our control and in such circumstances, we will not be responsible for any failure to perform our obligations in this agreement, and we will be excused from that failure for so long as those circumstances continue.
o	7.2 We do not promise:
	7.2.1 that Deep Blue CloudDMS will be compatible with your web browser or computer set-up;
	7.2.2 that Deep Blue CloudDMS will meet your own needs;
	7.2.3 that you will be able to use Deep Blue CloudDMS in any particular way;
	7.2.4 that you will get particular outputs from Deep Blue CloudDMS;
	7.2.5 the standard of the results you get from using Deep Blue CloudDMS; or
	7.2.6 that, where you use our technical support services, we will be able to fix your problem or remedy your issue.
The fact that you have told our representative about how you intend to use Deep Blue CloudDMS will not affect this clause as Deep Blue CloudDMS has been developed for many different types of users, and you are responsible for setting up and accessing Deep Blue CloudDMS so that you can use it in the way you need, and as best suits your circumstances.
o	7.3 You are solely responsible for obtaining and maintaining your internet and network connections and any associated problems are your responsibility.
o	7.4 We will take reasonable steps to make sure that Deep Blue CloudDMS is free from viruses but we cannot guarantee this. We recommend that you use your own virus-protection software as we will not be responsible for any loss or damage caused by any viruses or other harmful technology that may infect your computer systems, data or other material owned by you.
o	7.5 You are responsible for controlling who can access your Deep Blue CloudDMS account. We advise that you don’t allow anyone else to use your sign in information and that you change your password at regular intervals.
o	7.6 From time to time we may temporarily suspend access to Deep Blue CloudDMS, for maintenance, repairs or other reasons. We will try to do this outside normal business hours and provide advance notice but this might not always be possible. If we become aware that there is an issue with Deep Blue CloudDMS which affects you we may contact you to discuss the steps required to remedy that issue. You agree to provide all reasonably assistance in helping us remedy that issue.
o	7.7 We promise that we will use our reasonable skill and care to provide any service to you under this agreement.
o	7.8 This agreement describes all of our promises relating to Deep Blue CloudDMS. Unless this agreement says otherwise, we are not bound by any other contract terms, warranties or other type of promise. If, under any law, a particular term, warranty or other type of promise relating to Deep Blue CloudDMS would automatically be included in this agreement, we will only be bound by that term, warranty or promise to the extent prescribed by law.
•	8. Your Information, Customer Data and Personal Data
Information you provide to us (this information excludes any data inputted by you or on your behalf into Deep Blue CloudDMS which we refer to in this agreement as “Customer Data”)
o	8.1 We will use any information you to provide us under this agreement (excluding Customer Data), or that we collect under this agreement as described in our Privacy Policy and in particular to:
	8.1.1.  provide, manage and administer your use of Deep Blue CloudDMS;
	8.1.2. fulfil our contractual obligations under this agreement;
	8.1.3.  liaise with regulators, banks, law enforcement agencies (including the police);
	8.1.4.  contact you to see if you would like to take part in our customer research;
	8.1.5.   contact you about other products and services which we think you will be interested in;
	8.1.6.   analyse your use of Deep Blue CloudDMS to deliver targeted advertising, marketing (including in-product messaging) or information to you which may be useful to you, based on your use of Deep Blue CloudDMS; and
	8.1.7 otherwise in accordance with our Privacy Policy
o	8.2. We may disclose information you provide to us (but not Customer Data) to other companies in the Deep Blue Systems Ltd group of companies, our contractors, and other organisations including, without limitation, we may disclose information to:
	8.2.1.  The Deep Blue Systems Ltd Group plc (which is our ultimate parent company);
	8.2.2. organisations which we use to help us send communications;
	8.2.3 organisations we use to help us provide the software or services (such as hosting providers, where relevant);
	8.2.4 law enforcement agencies;
	8.2.5. third parties (if any) used by us to perform our obligations to you under this agreement; and
	8.2.6. any other person in order to meet any legal obligations on us, including statutory or regulatory reporting.
o	8.3. If you provide us with information which contains personal data we will process and you agree and authorise us to process that data in accordance with the Data Protection Act 1998 if you subscribe for Deep Blue CloudDMS in the United Kingdom or the Data Protection Acts 1988 and 2003 if you subscribe for Deep Blue CloudDMS in the Republic of Ireland (“Data Protection Laws”). Where we use the terms “personal data”, “data processor” and “data controller” in this agreement we mean as those terms are defined in the Data Protection Laws.
o	8.4. If at any time you do not want us to use your personal data in the manner described at clause 8.1.4 (customer research), clause 8.1.5 (information about other products or services) and/or you do not wish to receive targeted advertising or marketing, please email us at support@Deep Blue Systems Ltdone.com.
o	Customer Data
o	8.5. You own your Customer Data and you have sole responsibility for its legality, reliability, integrity, accuracy and quality.
o	8.6 To the extent personal data is included in any Customer Data we will process that data on your behalf as a data processor.  We will only process such personal data in accordance with your instructions (and you hereby instruct us to take such steps in the processing of personal data on your behalf as are necessary for the provision of Deep Blue CloudDMS under this agreement and the performance of our obligations under this agreement).
o	8.7. We will use any Customer Data that you transfer to us or is inputted in Deep Blue CloudDMS pursuant to this agreement to:
	8.7.1. provide, manage and administer your use of Deep Blue CloudDMS;
	8.7.2. fulfil our contractual obligations under this agreement; and
	8.7.3 undertake internal testing of our system to test, fix and improve the security, performance and provision of Deep Blue CloudDMS under this agreement. We would anonymise all data (including Customer Data) used for these purposes.
o	8.8. You warrant and represent that:
	8.8.1. you will comply with the Data Protection Laws;
	8.8.2. you are authorised pursuant to the Data Protection Laws to disclose any personal data which you disclose or otherwise provide to us regarding persons other than yourself;
	8.8.3.  you will where required under the Data Protection Laws obtain all necessary consents in order for (i) you to disclose the personal data to us; (ii) us to process the personal data for the purposes of providing Deep Blue CloudDMS; (iii) us to disclose the personal data to those parties set out in clause 8.11 below including where the recipients of the personal data are outside the European Economic Area.
o	8.9. We warrant and represent that during the term of this agreement we will:
	8.9.1. comply with the Data Protection Laws applicable to us whilst such personal data are in our control;
	8.9.2. (having regard to the state of technological development and the cost of implementing any measures), take appropriate technical and organisational measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, to ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected; and
	8.9.3. take reasonable steps to ensure the reliability of our employees who have access to any personal data.
o	8.10. You acknowledge and agree that for the purposes of providing Deep Blue CloudDMS under this agreement personal data may be transferred outside the European Economic Area.
o	8.6. We may, subject to clause 8.7, provide Customer Data that you transfer to us pursuant to this agreement to:
	8.6.1. our agents, service providers and other companies within the Deep Blue Systems Ltd group of companies;
	8.6.2. law enforcement agencies;
	8.6.3 any other person in order to meet any legal obligations on us, including statutory or regulatory reporting; and
	8.6.4. any other person who has a legal right to require disclosure of the information.
•	9. Technical support and how we may access your Deep Blue CloudDMS account
o	9.1 During the period of your subscription, we aim to give you technical support from 9:30am to 5pm, Monday to Friday (although there may be times where we are unable to do this for reasons outside our control) covering problems you may have using Deep Blue CloudDMS. We may provide this by telephone, email, web-chat, remote assistance (where we will access your account and data online) or self-help online support as described in the Help Section of Deep Blue CloudDMS. You grant us the right to access your systems to provide such support (and, in the case of Accounting, you shall ensure that we will have access to your systems for the Lead Business and each Additional Business using Accounting so that we may provide you with support). If we do not have this access we may not be able to provide you with support.
o	9.2 We will not at any time give you technical support or other assistance for any hardware, third-party software, services or other equipment used with Deep Blue CloudDMS.
•	10. Intellectual Property Rights
o	10.1 Although you have rights to use Deep Blue CloudDMS as described in this agreement, you do not own any of the intellectual property rights in Deep Blue CloudDMS or any of its related logos. We (or the third party from whom we obtain our rights if we are not the owner) continue to own the intellectual property rights in Deep Blue CloudDMS and any related logos, including any software we provide to replace all or part of Deep Blue CloudDMS. The only rights you have to Deep Blue CloudDMS are as set out in this agreement.
o	10.2 You undertake not to use Deep Blue Systems Ltd’s name or brand in any promotion or marketing or other announcement.
•	11. Our liability and responsibility to you if something goes wrong
o	11.1. This clause sets out our entire liability to you (including any Lead Business and/or Additional Business) which arises out of or in connection with this agreement whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise.
o	11.2 Subject to clauses 11.4 and 11.5, our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising under or in connection with this agreement will be limited to paying you an amount which is equal to the total of all fees you have paid to us for your use of the relevant Deep Blue CloudDMS product during the 12 month period immediately preceding the date on which the claim arose (such relevant Deep Blue CloudDMS product being the product forming the subject matter of the claim).
o	11.3 Subject to clauses 11.4 and 11.5, we will not be responsible whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise for any of the following (even if we knew or should have known there was a possibility you could suffer or incur such loss or damage):
	11.3.1 loss of profit, business or revenue and/or depletion of goodwill or similar losses;
	11.3.2 loss of use or loss of or damage to data/information inputted by you into Deep Blue CloudDMS;
	11.3.3 any interruption to your business or damage to information, however that interruption or damage is caused;
	11.3.4 losses you suffer as a result of using Deep Blue CloudDMS other than as described in the relevant documents or instructions; and/or
	11.3.5 any loss or damage which we could not have reasonably known about at the time you entered into this agreement including, without limitation any special, indirect or consequential loss or damage.
o	11.4 Nothing in this agreement will exclude or limit our liability for:
	11.4.1 fraud;
	11.4.2 death of or personal injury to any person as a result of our negligence; or
	11.4.3 any other matter which cannot be excluded or limited under applicable law.
o	11.5 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent, permitted by law, excluded from this agreement.
o	11.6 Your and our responsibilities under this agreement are reasonable because they reflect that:
	11.6.1 we cannot control how, and for what purposes, you use Deep Blue CloudDMS;
	11.6.2 we have not developed Deep Blue CloudDMS specifically for you; and
	11.6.3 although we follow good industry practice, it is not economically possible for us to carry out all the tests necessary to make sure that Deep Blue CloudDMS is problem or error free.
•	12. How this agreement may be brought to an end and what happens on termination
o	12.1 We may end this agreement:
	12.1.1 immediately if we or your Deep Blue Systems Ltd Partner (if appropriate) do not receive your subscription fee or any other fees due to us under this agreement by the relevant due date; or
	12.1.2 at any time on giving you at least 30 days’ notice and if we do, we will refund to you any amounts you have paid in advance for the applicable subscription period calculated from the date of termination.
o	12.2 You may end this agreement at any time by sending us an email to support@deepbluesystems.com or by notifying your Deep Blue Systems Ltd Partner (where your Deep Blue Systems Ltd Partner has set up your Deep Blue CloudDMS account). In the case of Accounting, the Subscriber User must send this email. If you end this agreement, we will confirm the date that this agreement will end. We will not give you a refund for any amounts you have paid in advance for the applicable subscription period, and you must immediately pay all amounts you owe to us (or your Deep Blue Systems Ltd Partner (as the case may be)) by the date this agreement ends. If you continue to use Deep Blue CloudDMS after the expiry of any subscription period we will be entitled to charge you for such use at our then current applicable fees.
o	12.3 If you choose not to pay the subscription fee to continue to use Deep Blue CloudDMS at the end of any trial period your access to Deep Blue CloudDMS will immediately end.
o	12.4 If you or we discover that the other has done something which is not allowed by this agreement, or has not done something that must be done, the one making such discovery can give the other written notice that the matter must be put right within 30 days. If the matter is put right in that time, no further action will be taken. If it is not put right in that time, the person who made the discovery may end this agreement upon giving the other notice in writing.
o	12.5 This agreement will automatically (i.e. without us having to tell you) and immediately end without refund if you or your Deep Blue Systems Ltd Partner become bankrupt (or something similar happens) or your business or that of your Deep Blue Systems Ltd Partner is not able to pay its debts, stops trading or becomes insolvent (or something similar happens). In those circumstances we will have no further obligation to you under this agreement and any monies due from you will become immediately due and payable.
o	12.6 No matter how this agreement ends, the information you store in Deep Blue CloudDMS remains your information (even if inputted by your Deep Blue Systems Ltd Partner) and you can access it in a format provided by Deep Blue CloudDMS before the end of this agreement. If you (or your Deep Blue Systems Ltd Partner) wish to access your information after this agreement has ended, you agree to pay our reasonable charges for that access.
o	12.7 In addition to our rights to end this agreement, we may also suspend your use of Deep Blue CloudDMS at any time if we (or your Deep Blue Systems Ltd Partner if applicable) do not receive payment in full when due or if we suspect that you or your Deep Blue Systems Ltd Partner has breached any part of this agreement. If you are an Accounting customer, we may suspend your use of Accounting for the Lead Business and each Additional Business regardless of which business is in breach of this agreement and/or has defaulted in payment.
o	12.8 Any suspension of your Deep Blue CloudDMS account will continue until such time that the breach in question has been remedied to our reasonable satisfaction and/or we have received payment from you in full. Where we suspend or terminate your use of Deep Blue CloudDMS under this clause, we may at our discretion agree to reactivate your account subject to you paying to us a reactivation fee. In accordance with clause 8.8 above, if you received Deep Blue CloudDMS at a special or discounted price your monthly subscription fee may be reactivated at our then-current list price which will be higher than the special or discounted price you previously paid. Please visit our Website for details of our pricing.
•	13. What else do you need to know?
o	13.1 If a court or similar body decides that any wording in this agreement cannot be enforced, that decision will not affect the rest of this agreement, which will remain binding on both parties. However, if the wording that cannot be enforced could be enforced if part of it is deleted, we will both treat the relevant part of the wording as if it is deleted.
o	13.2 If you or we fail to, or delay in, exercising any rights under this agreement, that will not mean that those rights cannot be exercised in the future.
o	13.3 This agreement and the documents we refer to above constitute the entire agreement between you and us for your use of Deep Blue CloudDMS, and replaces all documents, information and other communications (whether spoken or written) between us for such use.
o	13.4 As specified in clause 8.3, this agreement is personal to you and may not be transferred, assigned, subcontracted, licensed, charged or otherwise dealt with or disposed of (whether in whole or in part) by you without our prior written consent. We may transfer, assign, subcontract, license, charge or otherwise deal with or dispose of (whether in whole or in part) this agreement at any time without your consent.
o	13.5 A person who is not a party to this agreement has no right to enforce any term of it.
o	13.6 Where either party is required to notify the other party by email, the party shall be deemed to have received the email on the first business day following transmission.
•	14. Which laws govern this agreement?
o	If you subscribe to Deep Blue CloudDMS in the United Kingdom, this agreement is governed by the laws of England and you and we both agree that the courts of England will be the only courts that can decide on legal disputes or claims about this agreement.
o	If you subscribe to Deep Blue CloudDMS in the Republic of Ireland this agreement is governed by the laws of Ireland and you and we both agree that the courts of Ireland will be the only courts that can decide on legal disputes or claims about this agreement.
Buy Now Promotion Terms & Conditions
From time to time we may offer discounts to new customers who choose to buy Deep Blue CloudDMS services or users in a free trial period. If we run such a promotion, it will be subject to these terms and conditions:
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o	1. The buy-now offer (the “Promotion”) is brought to you by Deep Blue Systems Ltd (UK) Limited, North Park, Newcastle upon Tyne, NE13 9AA if you subscribe to Deep Blue CloudDMS in the United Kingdom; or Deep Blue Systems Ltd Hibernia Limited trading as Deep Blue Systems Ltd Ireland (company registration number 300549, registered office: 1 Central Park, Leopardstown, Dublin 18) if you subscribe to Deep Blue CloudDMS in the Republic of Ireland (“Deep Blue Systems Ltd”, “we”, “us”).
o	2. By participating in the Promotion you indicate your acceptance of these terms and conditions (the “Buy Now Promotion Terms”).
o	3. If you are a new customer to Deep Blue CloudDMS or you are using Deep Blue CloudDMS Accounts, Deep Blue CloudDMS Accounts Extra or Deep Blue CloudDMS Payroll (the “Deep Blue CloudDMS service”) under a free trial, you will be entitled to receive the Deep Blue CloudDMS service at such discount off our recommended retail price as we may from time to time determine (plus VAT or equivalent sales tax) (the “Buy Now Price”) if you sign up as a paying customer by entering your direct debit details and the promotion code into Deep Blue CloudDMS during the period to which this Promotion applies as specified on our website or in our marketing literature from time to time (the “Buy Now Promotional Period”).
o	4. If you take advantage of the Buy Now Price during the Buy Now Promotional Period, the Buy Now Price shall apply for 6 calendar months, or such other period of time we specify on our website or in our marketing literature, starting with the month in which we accept your valid direct debit details (the “Discount Period”), unless your subscription is cancelled in accordance with the Deep Blue CloudDMS Standard Terms and Conditions of Use. After the expiry of the Discount Period, the monthly price for your Deep Blue CloudDMS service will revert automatically without notice to our Current Price List, unless we advise you otherwise.
o	5. Once you have purchased your first Deep Blue CloudDMS service at the Buy Now Price, any additional subscriptions by you of a Deep Blue CloudDMS service will be at our then-current price list for that Deep Blue CloudDMS service (plus VAT or equivalent sales tax) as specified on our website from time to time (the “Current List Price”). To provide an example, if you take advantage of the Buy Now Price for Deep Blue CloudDMS Accounts and later wish to subscribe to Deep Blue CloudDMS Payroll during the Buy Now Promotional Period, you would be required to pay our Current List Price for your subscription to receive Payroll.
o	6. The Buy Now Price is only available if you continue to pay your subscription continuously for the Discount Period, any break in payment resulting in a deactivation and subsequent reactivation of your account will result in your monthly subscription being reactivated at our higher Current List Price. If you take a Deep Blue CloudDMS service at the Buy Now Price during the Buy Now Promotional Period you cannot downgrade your service other than by terminating your Deep Blue CloudDMS service in accordance with the Deep Blue CloudDMS Standard Terms and Conditions of Use.
o	7. Unless we specify otherwise, you may not take advantage of the Buy Now Price if you sign up to Deep Blue CloudDMS via your accountant or combine the Buy Now Price with any other promotion or offer except as follows. This restriction does not apply to any promotions currently available with the Deep Blue CloudDMS Club which may be combined with the Buy Now Price.
o	8. If you enter the Promotion you agree that we may use your personal details to administer and run this Promotion and to send you other marketing material relating to any of our products or services. We will retain the personal details you submit on our database for a reasonable period of time and we may need to share your details with our agents or contractors who help us to run our marketing and promotional activities. If you do not consent to such use of your personal details please do not enter this Promotion. If you would like to know more about how we use personal details, please review our privacy policy.
o	9. These Buy Now Promotion Terms apply in addition to the Deep Blue CloudDMS standard terms and conditions of use which are available at http://uk.Deep Blue Systems Ltdone.com/terms-conditions/ (the “Deep Blue CloudDMS Terms of Use”). If these Buy Now Promotion Terms conflict or contradict the Deep Blue CloudDMS Terms of Use, these Buy Now Promotion Terms will apply.
o	10. We shall not be liable to you if you suffer any loss or damage by entering this Promotion (including without limitation any loss of profits, loss of revenue, loss of goodwill that arises out of or in connection with your participation in the Promotion) or from our refusal to allow you take part in the Promotion or our withdrawal of the Promotion or any other failure or inability by you to participate in or benefit from the Promotion for any reason. Nothing in these terms and conditions excludes or limits our liability in respect of personal injury or death caused by our negligence, or for fraud.
o	6. We reserve the right to change these terms and conditions and/or withdraw this Promotion at any time without notice.
o	7. If you subscribe to Deep Blue CloudDMS in the United Kingdom, Buy Now Promotion Terms (and all non-contractual claims and disputes) are governed by the laws of England and you and we both agree that the courts of England will be the only courts that can decide on legal disputes or claims which arise out of or in connection with this Promotion. If you subscribe to Deep Blue CloudDMS in the Republic of Ireland these Buy Now Promotion Terms (and all non-contractual claims and disputes) are governed by the laws of Ireland and you and we both agree that the courts of Ireland will be the only courts that can decide on legal disputes or claims which arise out of or in connection with this Promotion.

Cloud DMS Beta

Copyright 2017 Deep Blue Systems Ltd. All rights reserved.

Cloud DMS is a cloud based dealer management systems designed for automotive, marine and specialist retailers.

If you have any questions, problems or suggestions please email support@deepbluesystems.com

All use of Cloud DMS is subject to terms and conditions. Use of system is considered acceptance of the terms below.

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