Our Terms and Conditions
Our Terms and Conditions is a contract that governs our customers' use of the Pembee services. It consists of the following documents:
General Terms: These contain the core legal and commercial terms that apply to your use of our products and services. Any references to Master Terms means these General Terms.
Data Processing Agreement (DPA): This reflects the parties’ agreement with respect to the Processing of Personal Data by us on behalf of you in connection with the Pembee Subscription Services
We update these terms from time to time. If you have an active Pembee subscription, we will let you know when we update the terms by email (if you subscribe to receive email updates).
General Terms
Last Modified: 10 December 2022
1. Definition
"Account" means an account enabling a person to access and use the Services, including both administrator accounts and user accounts;
"Agreement" means this agreement including any Schedules, and any amendments to this Agreement from time to time;
"Business Day" means any weekday other than a bank or public holiday in England;
"Company", "Customer" or "You" means the user, or business that the user represents, that is entering into this Agreement with Pembee;
“DPA” or "Data Processing Agreement" means the Pembee Data Processing Agreement available at Data Processing Agreement;
"Effective Date" means the date of Account creation by Customer;
"Pembee" means Pembee Ltd, a limited liability company registered in England and Wales, No. 12381081; registered office: Flat C, 2-4 Pembridge Road, W11 3HL, London.
"Services" means any services that Pembee provides to the Customer, or has an obligation to provide to the Customer, under this Agreement;
"Service Tier" means a category of Services provided by Pembee to a Customer and for which a separate rate is charged by Pembee.
2. Term
2.1 This Agreement shall come into force upon the Effective Date.
2.2 This Agreement shall continue in force for as long as You remain a customer of Pembee.
3. Provision of Service and Support
3.1 Pembee will use commercially reasonable effort to make the services available to You 24 hours a day, 7 days a week, except in the case of:
- (a) any unavailbility caused by circumstances beyond Pembee's control, including, but not limited to, act of government, natural disasters, power outage, network failure, or service failures caused by Pembee's suppliers.
- (b) any scheduled maintenance or downtime, with at least 24 hours notice delivered to You via electronic communication such as email.
3.2 As part of the registration process, Pembee will provide You with an administrative account, logged in using Your registered email address and chosen password. Pembee reserves the right to refuse registration of, or cancel the account it deems inappropriate.
3.3 Subject to the terms hereof, Pembee will provide You with reasonable technical support services, via email or other channels it offers.
3.4 Pembee is committed to safeguarding the privacy of our website visitors, our software users, customers of our software users. Details on our privacy and data protection policy is outlined in our Privacy Policy.
4. Use of Service
4.1 Pembee Services are purchased as monthly subscriptions. At the end of each subscription period, the subscription will automatically renew, unless Customer have written to us intention to cancel the subscription, in email, at least five (5) days before the end of the subscription period.
4.2 Subject to these Terms and Conditions, Pembee hereby grants You a non-exclusive, non-transferable, non-sublicensable license to use such Services.
4.3 You represent, covenant, and warrant that You will use the Services only in compliance with these Terms and Conditions and all applicable laws and regulations. You hereby agree to indemnify and hold harmless Pembee against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Your use of Services.
4.4 You agree that Your use of Pembee Services is not contingent on the delivery of any future functionality or features, or public comments made by Pembee regarding future functionality or features.
4.5 You acknowledge that nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from Pembee to You, or from You to Pembee.
5. Payment of Fees
5.1 Fees: You shall pay the Fees to Pembee in accordance with these Terms and Conditions. The current pricing for different Service Tiers are listed on Pembee's website. All amounts listed are exclusive of value added tax (VAT) and You shall in addition pay an amount equal to any VAT chargeable on those sums, should Pembee becomes VAT registered.
5.2 Calculation of Fees: The Fees will be calculated based on the Service Tier You ordered. If You transfer to a different Service Tier before the end of the current subscription period, the Fees for that subscription period will be prorated accordingly and the relevant amount will be credited or debited, as applicable, to Your account at the end of the subscription period during which the change of the subscription plan occurred. The Fees are not refundable and any credited amount will be automatically used towards Your subsequent subscription fee.
5.3 Payment: Pembee will charge the applicable Fees from the debit or credit card You provided during sign-up, unless otherwise agreed with You. If the payment method is no longer valid, You are responsible for providing an alternative payment method, within one (1) business day of receiving such notice from Pembee. After this period, Pembee reserves the right to suspend or terminate Your account.
5.4 Invoicing: Pembee will issue invoices for the Fees charged to You, following the payment of Your Fees, unless otherwise agreed with you.
5.5 Fee Changes: The Fee during any automatic renewal term will be the same as that during the immediately prior term unless Pembee has given You written notice of a pricing increase at least thirty (30) days before the end of that prior term, in which case the pricing increase will be effective upon renewal and thereafter.
6. Confidentiality, Proprietary Rights
6.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Pembee includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by You to Pembee to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
6.2 You shall own all right, title and interest in and to the Customer Data. Pembee shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
6.3 Notwithstanding anything to the contrary, Pembee shall have the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Pembee will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Pembee offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
7. Termination
7.1 Either party may terminate this Service by giving to the other party at least five (5) days' notice of termination via email. Any Fees already paid will not be refunded and You will have access to Your account until the last day of your subscription period.
7.2 In addition to any other remedies it may have, either party may also terminate this Service upon five (5) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of these Terms and Conditions. Any Fees already paid will not be refunded and You will have access to Your account until the last day of your subscription period.
7.3 Upon any termination, Pembee will make all Customer Data available to You for electronic retrieval for a period of thirty (30) days, but thereafter Pembee may, but is not obligated to, delete stored Customer Data. All sections of these Terms and Conditions which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, and limitations of liability.
8. Warrant and Disclaimer
8.1 Pembee shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimises errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Pembee or by third-party providers, or because of other causes beyond Pembee’s reasonable control, but Pembee shall use reasonable efforts to provide advance notice by e-mail of any scheduled service disruption. However, Pembee does not warrant that the services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the services. The services are provided “As Is” and Pembee disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.