ProSKU WMS Cloud Terms of Use
Welcome to ProSKU, an online warehouse management and stock control software service.
This Agreement between PRINCIPAL LOGISTICS TECHNOLOGY LIMITED of Avocado Court, Commerce Way, Trafford Park, Manchester, M17 1HW (We/Us) and You sets out ProSKU’s terms of use which explain Our obligations as a service provider, Your obligations as a customer, and how You may use ProSKU’s website (wms.prosku.com) and its associated web pages (“the Website”). Use of the Website includes accessing, browsing, posting, linking to, or registering to use the Website. Please read this Agreement carefully.
The terms within this Agreement apply to any use of the Service and apply to You from the time that We provide you with access to the Website or Service.
The Service will be subject to change and upgrade over time based on market-led development, and these can be applied without prior notice. We may change these terms of use at any time and will make every effort to communicate these changes to You via email, notification on your monthly invoice or notification via the Website. It is Your obligation to ensure that You have read, understood, and agree to the most recent terms available on the Website.
By registering to use the Service, You acknowledge that You have read and understood the terms of use within this Agreement and have the authority to act on behalf of any person or company for whom You are using the Service. You are deemed to have agreed to these terms of use on behalf of any entity for whom You use the Service. Access to and use of the Website constitutes Your acceptance of these terms of use and Your agreement to comply with them. If you do not agree with or accept any of these terms of use, You should stop using the Website immediately.
1. Definitions
“Agreement”
means these terms of use.
“Confidential Information”
includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service, but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
“Data”
means any data inputted by You or with Your authority into the Website.
“Intellectual Property Right”
means any patent, trademark, service mark, copyright, moral right, design rights, database rights, know-how, domain names, and any other intellectual or industrial property rights of any kind, anywhere in the world whether or not registered.
“Service”
means the online warehouse management and stock control software made available (as may be changed or updated from time to time by Us) via the Website.
“Website”
means the Internet site at the domain wms.prosku.com or any other associated web pages or site operated by Us.
“ProSKU”
means ProSKU WMS Cloud (product name used by Principal Systems (Holdings) Limited and its subsidiaries)
“Invited User”
means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the subscriber from time to time.
“Minimum Subscription Period”
means a period of twelve calendar months commencing on the earlier of, the date of first use of the Service, or, three months from signature date.
“Subscriber”
means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
“Subscription”
means the monthly fee (excluding any taxes and duties) payable by You in accordance with the current ProSKU fee schedule (which We may change from time to time on notice to You).
“You”
means the subscriber, and where the context permits, an Invited User. “Your” has a corresponding meaning.
2. Information about us
The Website is operated by Principal Logistics Technology Limited incorporated in England and Wales under company number 01448826 and having its registered office address at Avocado Court, Commerce Way, Trafford Park, Manchester, M17 1HW. ProSKU is a trading name of Chess Logistics Technology Limited, a wholly owned subsidiary of Principal Systems (Holdings) Limited.
3. Use of Service
We grant You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. Nothing in this Agreement grants You any legal rights in the Website other than as necessary to enable you to access the Website or use the Service. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:
- the Subscriber determines who is an Invited User and what level of user role access to the Subscriber organisation and Service options that Invited User has.
- the Subscriber is responsible for all Invited Users’ use of the Service.
- the Subscriber controls each Invited User’s level of access to the Subscriber organisation and Service options at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be
- if there is any dispute between a Subscriber and an Invited User regarding access to any organisation or Service option, the Subscriber shall decide what access or level of access to the relevant data or Service options that Invited User shall have, if any.
4. Your Obligations
4.1 Payment Obligations
Subscription payments will be automatically collected monthly in advance by direct debit for the service options to which You have subscribed. We will continue collecting payments from You until this Agreement is terminated in accordance with clause 9. Payments collected may include charges for additional services (as agreed between You and Us) in addition to the Subscription. It is Your responsibility to ensure that sufficient funds are available via the payment method to cover the Subscription. Should sufficient funds not be available, and the payment not be collectible, the Subscriber will have 14 days to remedy this, including additional payment of £250 administration fee excluding VAT at each such occurrence, or access to the system will be restricted until such as that all monies owed are received by Us. Interest is also chargeable on overdue payments under clause 4.4.
4.1.1 Minimum Subscription Period
Except where the Service is provided on an agreed trial basis, the minimum subscription period is twelve months. At the end of such minimum period, payments will continue to be taken until this Agreement is terminated in accordance with clause 9.
4.2 Additional Development Requests
ProSKU is a standard SaaS-based product that is not designed for individual customisation. However, We may agree to provide additional software features within the Service if so requested by You, only to the extent that these features are consistent with ProSKU’s development roadmap. These features will only be provided subject to Your agreement to pay for all work including (but not limited to) the services of analysis, specification, coding, testing, and implementation involved in their delivery. Any such work will be chargeable at the then current daily rate charged by Us.
4.2.1 Title to, and all Intellectual Property Rights in, any additional software features provided as described above including any documentation or content (including but not limited to text, photographs, graphics, and software) remain the property of Us (or Our licensors) in accordance with clause 6.
4.3 Right to amend Pricing.
We have the right to amend pricing annually by the applicable percentage increase in the UK or Republic of Ireland Consumer Prices Index (CPI) (as applicable to the jurisdiction in which the Customer is based) in the preceding 12-month period. If You are outside these jurisdictions, it will be the Republic of Ireland CPI which is used for this clause 4.3.
4.4 Right to charge interest on overdue payments.
If You fail to make any payment due under this Agreement by the due dates for payment, You will pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%Such interest will accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You will pay the interest together with the overdue amount.
4.5 General Obligations
You must only use the Service and Website for your own lawful internal business purposes, in accordance with this Agreement and any notice sent by Us or condition posted on the Website. Except as expressly provided for in this Agreement, You may not use the Service or Website on behalf of others or in order to provide services to others.
4.6 Access Conditions
4.6.1
You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Us of any unauthorised use of Your passwords, or any other breach of security and We will reset Your password and You must take all other actions that We deem necessary or desirable to maintain or enhance the security of Our computing systems and networks and Your access to the Service.
4.6.2
As a condition of this Agreement, when accessing and using the Service, You must:
4.6.2.1 not attempt to undermine the security or integrity of Our computing systems or networks or, where the Service is hosted by a third party, that third party’s computing systems and networks.
4.6.2.2 not use, or misuse, the Service in any way which may impair the functionality of the Service or Website, or other systems used to deliver the Service, including the introduction of viruses, trojan horses, worms, logic bombs or other material which is technologically harmful or may impair the ability of any other user to use the Service or Website.
4.6.2.3 not attempt to gain unauthorised access to the Website or any materials other than those which You have been given express permission to access, the server or computer system on which any aspect of the Website or Service is hosted, or any server, computer or database connected to the Website or the Service.
4.6.2.4 not transmit, or input into the Website, any files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use).
4.6.2.5 not attack the Website via a denial-of-service attack or distributed denial-of-service attack. We will report any breach of sub-clauses 4.6.2.2, 4.6.2.3 and this sub-clause 4.6.2.5 to the relevant law enforcement authorities and will cooperate with those authorities by disclosing Your identity to them. In the event of such a breach, Your right to use the Website and Service will cease immediately.
4.6.2.6 not modify, adjust, circumvent, or delete any notices contained on the Website (including any intellectual property notices) and in particular any digital rights or other security technology embedded or contained within the Website.
4.6.2.7 not attempt to modify, copy, adapt, reproduce, disassemble, decompile, or reverse engineer any computer programs used to deliver the Service or to operate the Website.
4.7 Usage Limitations:
Use of the Service may be subject to fair usage limitations, including but not limited to monthly transaction volumes and the number of calls You are permitted to make against Our application programming interface. Any such limitations will be notified to You.
4.8 Communication Conditions:
As a condition of this Agreement, if you use any communication tools available through the Website (such as any forum, chat room or message centre), you agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Service, including (but not limited to) offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Service or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).
When You make any communication on the Website, You represent that You are permitted to make such communication. We are under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Service. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. We have the right to remove any communication at any time in our sole discretion.
4.9 Indemnity:
You will indemnify Us and keep Us indemnified against all claims, costs, damage, and loss arising from Your breach of any of terms of this Agreement or any obligation You may have to Us, including (but not limited to) any costs relating to the recovery of any Subscriptions that are due but have not been paid by You.
5.Confidentiality and Privacy
5.1 Confidentiality
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
5.1.1 Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with this Agreement. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by this Agreement.
5.1.2 Each party’s obligations under this clause will survive termination of this Agreement.
5.1.3 The provisions of clauses 5.1.1 and 5.1.2 shall not apply to any information which:
5.1.3.1 is or becomes public knowledge other than by a breach of this clause;
5.1.3.2 is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
5.1.3.3 is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
5.1.3.4 is independently developed without access to the Confidential Information.
5.2 Privacy
5.2.1 We process information about you in accordance with our Privacy Policy. By using the Website, You consent to such processing, and You warrant that all data provided by You is accurate and that, if it changes, You will notify Us promptly.
5.2.2 The Website uses cookies. For more information on which cookies We use and how they are used, please see the relevant section of Our Privacy Policy at https://www.prosku.com/privacy-policy/
6. Intellectual Property
6.1 General
Title to, and all Intellectual Property Rights in the Service, the Website and any documentation relating to the Service, including any content (including but not limited to text, photographs, graphics, and software) remain the property of Us (or Our licensors).
6.2 Ownership of Data
Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is conditional in all respects on full payment of the Subscription when due. You grant Us a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Service and for any other purpose related to provision of services to You. In the event of cancellation or termination of Your Subscription, Your account will be immediately disabled and closed, and Your information cannot then be recovered once the account is closed. We may retain or delete Data provided to Us by You at our sole discretion.
6.3 Backup of Data
You must maintain copies of all Data inputted into the Service. We will use reasonable endeavours to prevent data loss, including a daily system data back-up regime, but make no guarantee that there will be no loss of Data. We expressly exclude liability for any loss of Data no matter how caused.
6.4 Third-party Applications and Your Data.
If You enable third-party applications for use in conjunction with the Service, You acknowledge that you may allow third party applications to have access to Us via our API or interfaces to access Your Data as required for the inter-operation of such third-party applications with the Service. We may, at our sole discretion, determine whether there are abusive or excessive usage of these interfaces and discontinue this access in this event with or without notice. We shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
7. Warranties and Acknowledgements
7.1 Authority:
You warrant that, where You have registered to use the Service on behalf of another person, You have the authority to agree to the terms within this Agreement on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of this Agreement, without limiting Your own personal obligations under this Agreement.
7.2 Acknowledgement:
You acknowledge that:
7.2.1 You are authorised to use the Service and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorised to use the Service. You are also authorised to access the processed information and Data that is made available to You through Your use of the Website and the Service (whether that information and Data is Your own or that of anyone else).
7.2.2 We have no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Service or access the Website on behalf of or for the benefit of anyone other than Yourself (whether a body corporate or otherwise) you agree that:
7.2.2.1 You are responsible for ensuring that You have the right to do so.
7.2.2.2 You are responsible for authorising any person who is given access to information or Data, and you agree that We have no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and
7.2.2.3 You will indemnify Us against any costs, claims, damages or loss relating to:
7.2.2.3.1 Our refusal to provide any person access to Your information or Data in accordance with this Agreement,
7.2.2.3.2 Our making available information or Data to any person with Your authorisation.
7.2.3 We does not guarantee that the use of the Service will be secure, free from bugs or viruses, uninterrupted or error-free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Service. We are not in any way responsible for any such interference or prevention of Your access or use of the Service.
7.2.4 You acknowledge that ProSKU has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of ProSKU and the Service meet your requirements. ProSKU is provided on an “as is” and “as available” basis, which means We do not provide warranties of any kind, either express or implied, including, but not limited to, warranties of merchantability and fitness for a particular purpose and any warranties that (i) ProSKU will meet your specific requirements, (ii) ProSKU will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of ProSKU will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through ProSKU will meet your expectations, and (v) any errors in ProSKU will be corrected.
7.2.5 The Website may contain hyperlinks or references to third party websites other than the Website. Any such hyperlinks or references are provided for your convenience only.
We have no control over third party websites and accept no legal responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third-party website does not mean that We endorse that third party’s website, products, or services. Your use of a third-party site may be governed by the terms of that third party site.
7.2.6 You are responsible for configuring your information technology, computer programmes and platform in order to access the Website or any Service.
7.2.7 It is Your sole responsibility to determine that the Service meets the needs of Your business and is suitable for the purposes for which it is used. We have no responsibility for the accuracy and/or the validity of any data output from the Software as a result of data input by or on behalf of You. If You use ProSKU for invoicing of third party billing and storage, it is your sole responsibility to verify and cross check all calculations are correct before sharing with Your end users.
7.2.8 It is Your responsibility to check that storage of and access to your Data via the Service and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
7.3 No Warranties
We give no warranty about the Service other than to provide support to resolve any technical problems with the Service that are within Our control to do so, within a reasonable time in accordance with clause 10. Without limiting the foregoing, We do not warrant that the Service will meet Your requirements or that it will be suitable for any particular purpose. All implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title, and non-infringement.
7.4 Business Use
You warrant and represent that You are acquiring the right to access and use the Service for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Service, the Website, or this Agreement.
8. Limitation of Liability
8.1 Nothing in this Agreement limits any liability which cannot legally be limited. Subject to that, We exclude every kind of liability arising under or in connection with this Agreement to You or any other person including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise, for any loss or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website. In particular, but without prejudice to the generality of the foregoing, We shall not under any circumstances whatever be liable You, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss (whether direct or indirect) of actual or anticipated income, savings or profits, contracts, information, Data, business, business opportunities, revenue, turnover, savings, goodwill, reputation, or wasted expenditure, or for any indirect or consequential loss arising under or in connection with this Agreement whether or not such loss or damage is foreseeable, foreseen or known.
8.2 Subject to clause 8.1, if You suffer loss or damage as a result of Our failure to comply with this Agreement, our maximum liability to You arising from such failure will be limited in respect of any one incident, or series of connected incidents, to the amount of Subscription actually paid by You in the previous 12 months.
8.3 If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate this Agreement in accordance with clause
9. Termination
9.1 Prepaid Subscriptions
ProSKU will not provide any refund for any remaining prepaid period for a prepaid Subscription where the Agreement is terminated before the end of such prepaid period.
9.2 Minimum Subscription Period and continuation of service
This Agreement will continue for a minimum period of 12 months as in accordance with clause 4.1.1. At the end of this Minimum Subscription Period, the Agreement will automatically continue for any subsequent periods covered by continued payment of the Subscription, unless terminated in accordance with clause 9.3.
9.3 No fault termination
Either party may terminate this Agreement by giving notice to the other party of at least 90 days, during which the Subscription shall be paid as normal. Should You terminate this agreement within the Minimum Subscription Period, You are liable to pay in full any Subscription payments becoming due for the remaining part of the Minimum Subscription Period, which shall not be less than those due within the required period of 90 days’ notice.
9.4 Breach
If You:
9.4.1 breach any of the terms of this Agreement (including, without limitation, by non-payment of any Subscriptions) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
9.4.2 breach any of the terms of this Agreement and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 4.6 or where any required payment of Subscriptions are more than 30 days overdue); or
9.4.3 You or Your business become insolvent, or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,
We may take any or all of the following actions, at our sole discretion:
9.4.4 terminate this Agreement and Your use of the Service and the Website immediately by written notice to You.
9.4.5 suspend for any definite or indefinite period of time, Your use of the Service and the Website.
9.4.6 suspend or terminate access to all or any Data.
9.4.7 take any of the actions in sub-clauses 9.4.4, 9.4.5 or 9.4.6 in respect of any or all other persons whom You have authorised to have access to Your information or Data.
For the avoidance of doubt, if payment of any Subscription(s) due in relation to the Service is not made in full by the relevant due date, We may suspend or terminate Your access to the Website or use of the Service, the authority for Your organisations to access the Website or use the Service, or Your rights of access to all or any Data.
9.5 Accrued Rights
Termination of this Agreement is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement, You will:
9.5.1 remain liable for any accrued charges and amounts which become due for payment before or after termination; and
9.5.2 immediately cease to use the Service and the Website.
9.6 Data Retention
It is Your responsibility to extract all relevant data from the system prior to termination. If assistance is needed from Us, this will be chargeable at the then current daily rate charged by Us. We will not be responsible for retaining Data after the date of termination.
9.7 Expiry or Termination:
Clauses 4.9, 5, 6, 7, 8, 9.5 and 11 survive the expiry or termination of this Agreement.
10. Help Desk
10.1 Technical Problems
In the case of technical problems, You must make all reasonable efforts to investigate and diagnose problems before contacting Us. If You still need technical help, please check the support provided online by Us on the Website. If you are unable to resolve any technical problems after checking the support provided on the Website, you can email support@prosku.com for assistance. Support is offered solely for the resolution of defects in the system as discovered from time to time. These defects will be worked on during standard business hours of our designated support desk.
10.2 Service Availability
Whilst We will use reasonable endeavours to make the Service available 24 hours a day, seven days a week, it is possible that on occasions the Service or Website may be unavailable to permit maintenance or other development activity to take place. In the event of an unforeseen interruption, We will use reasonable endeavours to restore the Service as soon as possible.
If for any reason We have to interrupt the Service for longer periods than We would normally expect, We will use reasonable endeavours to publish in advance details of such activity on the Website.
11. General
11.1 Entire agreement
This Agreement, together with the ProSKU Privacy Policy and the terms of any other notices or instructions given to You pursuant to this Agreement, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Us relating to the Service, use of and access to the Website, and the other matters dealt with in this Agreement.
11.2 Waiver
If either party waives any breach of this Agreement, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
11.3 Delays
Neither party will be liable for any delay or failure in performance of its obligations under this Agreement if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
11.4 No Assignment
You may not assign or transfer any rights under this Agreement to any other person without Our prior written consent.
11.5 Governing law and jurisdiction
This Agreement shall be governed by and construed in accordance with English law. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject-matter or formation.
11.6 Severability:
If any part or provision of this Agreement is invalid, unenforceable or in conflict with the law, that part or provision shall be replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will remain binding on the parties.
11.7 Notices
Any notice given under this Agreement by either party to the other must be in writing by email and will be deemed to have been served upon receipt of a delivery confirmation receipt. Notices to Us must be sent to support@prosku.com or to any other email address notified by email to You by Us. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
11.8 Rights of Third Parties
A person who is not a party to this Agreement has no right to benefit under or to enforce any term of this Agreement.
April 2024