We may make changes to these Terms from time to time. Every time you use the Application, please check these Terms to ensure that you understand the terms that apply at that time. If you do not agree to be bound by these Terms, you should stop using the Application immediately.
To contact us, please email email@example.com.
1. Definitions and Interpretation
The following terms shall have the following meanings:
“Account” means the account used by Users to access the Application;
“Application” means the application through which the Services are provided;
“Content” means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of the Application;
“Dedicated Instance” means a copy of the System either on the User’s own infrastructure or which is held on cloud storage and which is reserved for the sole use of the User’s organisation;
“Tiara” means Tiara Software Consultants Limited;
“Services” means the services available to you through the Application, specifically Project Governance Software;
“Payment Information” means any details required for the purchase of the Services. This includes, but is not limited to, credit/debit card numbers, bank account numbers and sort codes;
“User” / “Users” means any third party that is authorised to access the Application during their course of employment; and
“Website” means the Troupa website.
2. Intellectual Property
The intellectual property rights in the Application and all of the Content made available on the Application is owned by us, our affiliates or other relevant third parties. You may not reproduce, copy, distribute, store or in any other fashion re-use or make copies of any such content without our express prior permission.
3. Links to Other Websites
The Application may contain links to other sites. Unless expressly stated, these sites are not under our control or that of our affiliates. We assume no responsibility for the content of such websites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on the Application does not imply any endorsement of the sites themselves or of those in control of them.
4. Use of the Application
4.1 When using the Application you should do so in accordance with the following rules:
(a) you must not use obscene or vulgar language;
(b) you must not submit Content that is unlawful or otherwise objectionable. This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory, ageist, sexist or racist;
(c) you must not submit Content that is intended to promote or incite violence;
(d) the means by which you identify yourself must not violate these Terms or any applicable laws; and
(e) you must not impersonate other people, particularly employees and representatives of ours or of our affiliates.
5.1 In order to procure the Services, you are required to create an Account which will contain certain personal details which may vary based upon your use of the Application. By continuing to use the Application you represent and warrant that:
(a) all information you submit is accurate and truthful;
(b) you have permission to submit Payment Information where permission may be required; and
(c) you will keep your username and/or password details accurate and up-to-date.
5.2 You must not disclose your Account details, particularly your username and password, to any third party. We accept no liability for any losses or damages incurred as a result of your Account details being shared by you. If you use a shared computer, it is recommended that you do not save your Account details in your internet browser.
5.3 If you have reason to believe that your Account details have been obtained without consent, you must contact us (or your system administrator) immediately in order to suspend your Account and cancel any unauthorised orders or payments that may be pending.
5.4 When entering your user details you are required to adhere to the terms set out above in Clause 5. We have the right to disable your Account if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.
6.1 We may suspend or terminate the Services and/or your Account at any time if:
(a) you do not make any payment to us when it is due;
(b) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Services;
(c) where applicable, you do not, within a reasonable timeframe, allow us access to your premises to supply the Services ; or
(d) in our reasonable opinion, you fail to comply with any provision set out in these Terms.
6.2 If we, in our absolute discretion, terminate your Account prior to the commencement of Services, any current or pending order(s) or payments on your Account will be cancelled and a full refund will be provided in circumstances where there has been no usage of the Application.
6.3 In the event that your Account is terminated by us following commencement of the Services, any monies owed to you will be paid on a pro-rata basis depending on the usage of the Application.
6.4 You may terminate your Account at any time by giving us  days written notice. If you terminate your Account any non-completed orders or payments will be cancelled and you will be refunded any monies paid in relation to those orders on a pro-rata basis.
7. Activation; Renewal; Cancellation; Refund
7.1 In order to use the Services beyond a trial period, the User must purchase a subscription licence and create an Account in accordance with the provisions of clause 5 of these Terms. We use third party e-commerce services to process the initial purchase as well as subsequent subscription renewals. In addition to these Terms, you need to accept those of our e-commerce provider when activating your subscription. We automatically renew your subscription as per the terms presented during checkout. You will receive a reminder email 7 days prior to your renewal date. You can cancel your subscription at any time before the end of the current billing period by going to the billing tab inside your Account, and pressing cancel.
7.2 A refund for a mistaken or unwanted annual or monthly subscription will be available if you contact us and ask for a refund within 30 days of your original purchase date.
7.3 If you have a Dedicated Instance, the provisions of this clause 7 and clause 6.4 will not apply and terms agreed at time of order will apply.
8.1 We shall supply you with an invoice for the Services prior to their commencement.
8.2 You shall pay each invoice submitted by us immediately or in accordance with any credit terms agreed by us and confirmed in writing to you.
8.3 Each invoice shall be paid in full and in cleared funds to a bank account nominated in writing by us or by such other methods as agreed between us. No VAT is payable in respect of the Services provided.
8.4 We reserve the right to amend prices and alter or remove any special offers from time to time and as necessary. Pricing information is reviewed and updated every 3 months.
8.5 In the event that prices are amended during the period between an order being placed for Services and us processing that order, you will be charged the original and not the amended price.
9. Provision of Services
9.1 Access to the Services shall commence when full payment has been received.
9.2 We shall use our best endeavours to provide the Services with reasonable skill and care.
9.3 We do not warrant that:
(a) your use of the Services and/or the Application will be interrupted or error-free;
(b) that any information obtained by you through the Services and/or the Application will meet your requirements;
(c) the Application will be free from bugs or viruses.
9.4 In the event the Services do not conform with your order we will use our reasonable endeavours to correct any non-conformance within 30 working days of being notified.
9.5 We reserve the right to exercise discretion with respect to any alterations to Services and/or the Application in accordance with the provisions of this Clause 13. Factors which may be taken into account in the exercise of this discretion include, but are not limited to:
(a) any use that you may have derived from the Services; and
(b) any characteristics of the Services which may mean that the ongoing provision of Services is impossible without us incurring significant work and expense.
Use of the Application is governed by our Privacy Notice which you can find on www.troupa.com.
11. Registered Trade Marks
You are not permitted to use our trademarks without our approval.
12.1 No part of the Application is intended to constitute advice and the Content should not be relied upon when making any decisions or taking any action of any kind.
12.2 You are responsible for configuring your information technology, computer programmes and platform (unless otherwise agreed) to access the Application. You should use appropriate virus protection software.
13. Availability of the Application
13.1 We may suspend or withdraw or restrict the availability of all or any part of the Application for business or operational reasons at any time. We will try to give you reasonable notice of any suspension or withdrawal.
13.2 We accept no liability for any disruption or non-availability of the Application resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.
14. Limitation of Liability
14.1 Nothing in these Terms excludes or restricts any liability which cannot legally be limited, including for death or personal injury caused by negligence or fraud or fraudulent misrepresentation.
14.2 Subject to clause 14.1, we accept no liability in respect of any damage of any kind, including (without limitation) compensatory, direct, indirect or consequential damages, loss of data, income or profit, loss of or damage to property and claims of third parties arising from the provision of the Services and/or the use of the Application.
14.3 Our total liability to you in connection with these Terms shall be limited to the total sum paid for the Services in the preceding 12 months.
15. No Waiver
In the event that any party to these Terms fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy. If any clause in these Terms conflicts with the laws of Guernsey no other clauses shall be affected.
16.1 Any notice (or other communication) 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 next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address to be provided by each party.
16.2 Such notice will be deemed received:
(a) if delivered by hand, on signature of a delivery receipt or at the time that notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second business day after posting or at a the time recorded by the delivery service; and
(c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business house resume. Business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
17. Law and Jurisdiction
These Terms, their subject matter and their formation are governed by the laws of Guernsey. We both agree to submit to the exclusive jurisdiction of the Royal Courts of Guernsey.