Terms Of Use

Definitions

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Applicable Data Protection Laws all applicable laws, statutes and regulations relating to the protection of personal data and the privacy of individuals, including the UK GDPR (which has the meaning given in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018); the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003 (SI 2003/226).

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Ask Gloria means Ask Gloria AI Ltd with company number 16125882 and registered office address at D16 Hanover Walk, Leeds, LS3 1AB

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Authorised Users those employees of the Customer who are authorised by the Customer to use the Software.

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Business Day a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

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Business Hours the period from 9.00 am to 5.00 pm on any Business Day.

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Customer the business that purchases the User Subscriptions to use the Software.

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Customer Data the data inputted by the Customer, Authorised Users, or Ask Gloria on the Customer’s behalf for the purpose of using the Software or facilitating the Customer’s use of the Software. 

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Free Trial. Has the meaning given in clause 4.1.

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Free Trial Period the period of 7 days following the Install Date.

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Functionality means connections to Customer file system (sharepoint, dropbox, google drive), CRM’s (Salesforce, hubspot, pipedrive), finance systems (xero and quickbooks), ITSM tools (Jira) and other software via secure API to provide Customer instant access and insights to Customer's business data.

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Install Date means the date on which the Software was first installed on to a device under the Customer’s (or a Customer employee or agent's) ownership or control.

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Intellectual Property Rights patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and rights in domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist now or in the future, in any part of the world.

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Open-Source Software any software programs which are licensed under any form of open-source licence meeting the Open Source Initiative’s open source definition from time to time.

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Services the subscription services provided by Ask Gloria to the Customer allowing the Customer to have access to and use the Software in accordance with these Terms.

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Software the software provided by Ask Gloria that delivers the Functionality as part of the Services.

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Subscription Date the date the Free Trial Period ends.

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Subscription Fees the monthly licence fee payable by the Customer to Ask Gloria under clause 4.

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Subscription Period means the period from the Subscription Date to the month anniversary of the Subscription Date that follows the service of notice by the Customer to terminate the Subscription Period.

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Terms these terms and conditions.

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User Subscriptions the user subscriptions purchased by the Customer pursuant to clause 4 which allow Authorised Users to access and use the Software in accordance with these Terms.

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  1. Clause and headings shall not affect the interpretation of these Terms.
  2. Unless the context otherwise requires:
    1. words in the singular include the plural and in the plural include the singular;
    2. a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;
    3. a reference to one gender includes a reference to the other genders; and
    4. any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  3. A reference to writing or written excludes fax but not email.  
  1. These Terms 

These Terms shall apply to the Customer's use of the Software and the Services to the exclusion of any other terms that the Customers may seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

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  1. Licence
    1. Subject to the Customer purchasing the User Subscriptions in accordance with these Terms, and subject to the other provisions set out in these Terms, Ask Gloria grants to the Customer a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit the Authorised Users to access and use the Software during the Free Trial Period and the Subscription Period solely for the Customer’s internal business operations. 
    2. Ask Gloria shall make the Software accessible to the Customer via a public API and it is the Customer’s responsibility to install the Software and ensure the Software is compatible with its own device and systems.
    3. In relation to scope of use:
      1. for the purposes of clause 3.1, use of the Software shall be restricted to use of the Software in object code form for the purpose of processing the Customer Data for the normal business purposes of the Customer (which shall not include allowing the use of the Software by, or for the benefit of, any person other than an employee of the Customer);
      2. the Customer may not use the Software other than as specified in these Terms;
      3. during the course of its use of the Services, the Customer shall not access, store, distribute or transmit any viruses, or any material that is unlawful, harmful, infringing, facilitates illegal activity or is otherwise illegal or causes damage or injury to any person or property, and Ask Gloria reserves the right, without liability or prejudice to its other rights to disable the Customer’s access to any material that breaches the provision of this clause 3.3.3.
    4. The Customer shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties, and except to the extent expressly permitted under these Terms:
      1. sub-license, assign or novate the benefit or burden of these Terms whole or in part;
      2. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means or access all or any part of the Software; 
      3. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; 
      4. access or use all or any part of the Services or Software in order to build a product or service which competes with the Services and/or Software; or 
      5. allow the number of Authorised Users to exceed the number of User Subscriptions it has purchased from time to time, without the prior written consent of Ask Gloria.
  1. Ask Gloria may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under these Terms, provided it gives written notice to the Customer.
  2. The Customer shall:
    1. keep a complete and up to date list of current Authorised Users and provide such list to Ask Gloria on request;
    2. ensure that each Authorised User keeps a secure password for their use of the Software and keep that password confidential;
    3. notify Ask Gloria as soon as it becomes aware of any unauthorized use of the Software by any person;
    4. pay, for broadening the scope of the licences granted under this Licence to cover the unauthorized use, an amount equal to the fees which Ask Gloria would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced.
  3. The Customer shall permit Ask Gloria to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with this Licence, for the purposes of ensuring that the Customer is complying with the terms of this Licence, provided that Ask Gloria provides reasonable advance notice to the Customer of such inspections, which shall take place at reasonable times.
  1. Free Trial and Subscription 
    1. Ask Gloria shall have the discretion to allow each potential Customer a onetime opportunity to use the Software and Services free of charge for one Authorised User during the Free Trial Period for the purpose of evaluating the Software and Service to determine whether the Customer wishes to continue its subscription at the end of the Free Trial Period ("Free Trial").  The Customer installing the Software on their system (and the Free Trail commencing) serves as the Customer's acceptance of Ask Gloria's offer to make the Software and Services available to the Customer and a contract shall be formed between the parties at this points subject to these Terms.  The Customer may cancel its subscription by serving notice on Ask Gloria at any point during the Free Trial Period.
    2. Unless the Customer cancels their Free Trial subscription in accordance with clause 4.1, the Free Trial shall automatically convert into a full priced subscription at the end of the Free Trial Period and the Customer shall become liable to pay Ask Gloria's monthly Subscription Fees during the Subscription Period.  The Subscription Period shall commence and the Customer shall pay the Subscription Fees in each calendar month of the Subscription Period.  The first payment of Subscription Fees shall fall due on the Subscription Date and subsequent payments shall fall due on the same or nearest day of the month anniversary of the Subscription Date.  Subscription Fees shall be paid within 14 days of falling due.
    3. In each month of the Subscription Period the Customer shall have a minimum of one Authorised User and shall pay to Ask Gloria £18.88 for that User Subscriptions.  Additional User Subscriptions may be purchased by the Customer at £18.88 per month per additional User Subscription by the Customer serving notice on Ask Gloria requesting such an increase.
    4. All payments made by the Customer under these Terms are exclusive of VAT chargeable for the time being.  Where any taxable supply for VAT purposes is made under these Terms by Ask Gloria to the Customer, the Customer shall, on receipt of a valid VAT invoice from Ask Gloria, pay to Ask Gloria such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services
    5. The Customer shall provide to Ask Gloria valid, up-to-date and complete credit card details and the Customer authorises Ask Gloria to bill such credit card:
      1. on the Subscription Date for the Subscription Fees payable in respect of that calendar month; and
      2. subject to earlier termination in accordance with clause 10, each calendar month on the same or nearest day of the month anniversary of the Subscription Date.
    6. If Ask Gloria is unable to take payment, then without prejudice to any other rights and remedies available to Ask Gloria: 
      1. Ask Gloria shall have the right to suspend the Customer’s access to the Software and Services until the Subscription Fees that are due and payable to Ask Gloria by the Customer are received by Ask Gloria; 
      2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 
  2. Confidentiality and Publicity
    1. Each party undertakes that it shall not at any time, and for a period of 4 years after termination or expiry of these Terms, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 5.2.
    2. Each party may disclose the other party’s confidential information:
      1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with these Terms.  Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 5; and
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    3. No party may use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms.
    4. The Customer acknowledge that the Software and the Services are confidential and that the provisions of this clause 5 shall apply.
    5. No party shall make, or permit any person to make, any public announcement concerning these Terms without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
  3. Ask Gloria’s Obligations
    1. Ask Gloria shall perform the Services and provide the Software substantially in accordance with these Terms and with reasonable skill and care.
    2. Ask Gloria’s obligations at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Ask Gloria’s instructions, or modification or alteration of the Services by any party other than Ask Gloria or Ask Gloria's duly authorised contractors or agents.  If the Services do not conform with the terms of clause 6.1, Ask Gloria shall, at Ask Gloria's expense, use reasonable commercial endeavours to correct any such non-conformance.  Such correction constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 6.1.
    3. Ask Gloria is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Software may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
    4. These Terms shall not prevent Ask Gloria from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms.
    5. Ask Gloria does not warrant that the use of the Software shall be uninterrupted or error-free.
    6. The Customer acknowledges that the Software has not been developed to meet the individual requirements of the Customer. 
    7. The Customer acknowledges that any Open-Source Software provided by Ask Gloria is provided “as is” and expressly subject to the disclaimer in clause 6.8.
    8. All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into these Terms or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
  4. Limits of Liability
    1. References to "liability" in this clause 7 shall mean reference to every kind of liability arising under or in connection with these Terms including but not limited to liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise.
    2. Nothing in these Terms excludes the liability of Ask Gloria for death or personal injury caused by Ask Gloria’s negligence, or for fraud or fraudulent misrepresentation.
    3. Except as expressly and specifically provided in these Terms:
      1. the Customer assumes sole responsibility for results obtained from the use of the Software by the Customer, and for conclusions drawn from such use.  Subject to clause 7.2 Ask Gloria shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to Ask Gloria by the Customer in connection with the Software or Services, or any actions taken by Ask Gloria at the Customer’s direction;
      2. the Customer assumes sole responsibility for the access permissions and restrictions in its own system as the Software shall sync with any access permissions.  Subject to clause 7.2, Ask Gloria shall have no liability for any damage caused by Customer’s employees having access to restricted Customer Data.
      3. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and
      4. the Software and Services are provided to the Customer on an “as is” basis.
    4. Subject to clause 7.2:
      1. Ask Gloria shall have no liability for any: loss of profits, loss of business, wasted expenditure, depletion of goodwill and/or similar losses, loss or corruption of data or information, or any special, indirect or consequential loss, costs, damages, charges or expenses; and
      2. Ask Gloria’s total aggregate liability to the Customer arising from or in connection with these Terms shall not exceed the total Subscription Fees paid in the 12 months preceding Ask Gloria’s act or omission creating such liability. 
    5. All dates supplied by Ask Gloria for the delivery of the Software or the provision of Services shall be treated as approximate only.  Ask Gloria shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
  5. Intellectual Property Rights

The Customer acknowledges that all Intellectual Property Rights in the Software and the Services belong and shall belong to Ask Gloria or the relevant third-party owners (as the case may be), 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 these Terms.

  1. Data Protection
    1. For the purposes of this clause 9, the terms Commissioner, controller, data subject, personal data, personal data breach, processor and processing shall have the meaning given to them in Applicable Data Protection Law.
    2. Each party shall comply with all Applicable Data Protection Laws in its processing of personal data under or in connection with these Terms.  This clause is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.
    3. The parties have determined that for the purposes of Applicable Data Protection Laws Ask Gloria may process certain personal data set out at clause 9.5 as processor on behalf of the Customer.
    4. Without prejudice to clause 9.2, the Customer shall ensure that it has all necessary consents and notices in place to enable the personal data to be lawfully transferred to or collected by Ask Gloria, and further processed by Ask Gloria, in connection with the performance of these Terms.
    5. Ask Gloria shall process personal data relating to the Customer’s employees and/or clients which may include names, contact details, residential address and financial details.  Ask Gloria shall process personal data for the purposes of providing the Software and the Services and shall only access, collect and store the data on the Software as necessary to allow the Customer to use the Software for its intended purpose.  The processing shall continue for no longer than is necessary for Ask Gloria to perform its obligations and enforce its rights in respect of these Terms, including at a minimum during the Free Trial Period and the Subscription Term.
    6. To the extent that Ask Gloria process personal data on behalf of the Customer, in relation to that personal data Ask Gloria shall:
      1. process that personal data only on the documented instructions of the Customer, unless Ask Gloria is required by law to otherwise process that personal data.  Where Ask Gloria is relying on law or regulation as the basis for processing personal data, Ask Gloria shall notify the Customer of this before performing the processing unless prohibited from doing so by that law and or regulation.  Ask Gloria shall inform the Customer if, in the opinion of Ask Gloria, the instructions of the Customer infringe Applicable Data Protection Laws;
      2. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;
      3. ensure that any person authorised by Ask Gloria to process personal data are obliged to keep that personal data confidential;
      4. assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to Ask Gloria), and at the Customer’s cost and written request, in responding to any request from a data subject and in ensuring the Customer’s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with the Commissioner or other regulators;
      5. notify the Customer without undue delay on becoming aware of a personal data breach;
      6. at the written direction of the Customer, delete or return to the Customer all personal data on termination or expiry of these Terms unless Ask Gloria is required by Applicable Law to continue to process that Customer Personal Data.  For the purposes of this clause 9.6.6, Customer Personal Data shall be considered deleted where it is put beyond further use by Ask Gloria; and
      7. make available information to the Customer to demonstrate its compliance with this clause 9 and allow for audits by the Customer (or its designated professional auditors) for this purpose on reasonable notice.
    7. The Customer provides its prior, general authorisation for Ask Gloria to:
      1. appoint sub-processors to process the Customer Personal Data, provided that Ask Gloria:
        1. ensures that the terms on which it appoints any processor comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on Ask Gloria in this clause 9;
        2. remains responsible for the acts and omissions of any processor as if they were the acts and omissions of Ask Gloria; and
        3. informs the Customer of any intended changes concerning the addition or replacement of processors, giving the Customer the opportunity to object to changes provided that if the Customer objects to a change and cannot demonstrate, to Ask Gloria’s reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Customer shall indemnify Ask Gloria for any losses incurred by Ask Gloria in accommodating the objection.
      2. transfer Customer Personal Data outside of the UK as required for the provision of the Software and Services, provided that Ask Gloria shall ensure that all transfers are effected in accordance with Applicable Data Protection Laws.  For these purposes, the Customer shall promptly comply with any reasonable request of Ask Gloria, including any request to enter into standard data protection clauses adopted by the Commissioner (where the UK GDPR applies to the transfer) or any other applicable data protection regulator.
  2. Termination
    1. The Customer may cancel any or all User Subscriptions at any time by serving no less than 7 days' notice prior to the next Subscription Fees falling due.  Following expiry of such notice the Customer shall not be liable for any further Subscription Fees relating to those cancelled User Subscriptions. If the Customer serves notice to terminate less than 7 days' before the next Subscription Fees fall due, such notice will apply to the following Subscription Fees payment and payment of the Subscription Fee for that month will still be due. 
    2. Ask Gloria may terminate these Terms with immediate effect by giving written notice to the Customer, at any time.  Following such notice being served the Customer will not be liable to pay additional Subscription Fees following service of such notice. 
    3. Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by giving written notice to the other party if:
      1. the other party fails to pay any amount due under these Terms on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
      2. the other party commits a material breach of any other term of these Terms and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
      3. the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium part Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listing in this clause 10.3.3;
      4. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
    4. Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these Terms shall remain in full force and effect.
    5. Termination or expiry of these Terms shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination or expiry.
    6. On termination for any reason:
      1. all licences granted under these Terms shall immediately terminate and the Customer shall cease all use of the Services and Software;
      2. the Customer shall immediately pay to Ask Gloria any sums due to Ask Gloria under these Terms; and
      3. the Customer shall immediately destroy or return to (at Ask Gloria's option) all copies of the Software then in its possession, custody or control and, in the case of destruction, certify to Ask Gloria that it has done so.
  3. General 
    1. Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.  A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
    2. Entire Agreement. These Terms contain the whole agreement between the parties relating to the subject matter hereof and supersede all previous and contemporaneous agreements, arrangements and understandings between them, whether written or oral, relating to that subject matter.  Each party acknowledges that, in entering into these Terms, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to these Terms or not) other than as expressly set out in these Terms.
    3. Variation. No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    4. Severance. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.  If any provision or part-provision of these Terms is deemed deleted under this clause 11.4 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
    5. Third-party Rights. These Terms does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.  The rights of the parties to rescind or vary these Terms are not subject to the consent of any person.
    6. No Partnership or Agency. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.  
    7. Force Majeure. Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control. 
    8. Notices. Any notice given to a party under or in connection with these Terms shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office or its principal place of business or sent by email to an address substituted in writing by the party to be served:

Any notice shall be deemed to have been received if delivered by hand, at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.  For the purposes of this clause, “writing” shall not include e-mail.

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Governing Law and Jurisdiction. These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).