Please read these Terms and Conditions carefully. All contracts that the Provider may enter into from time to time for the provision of the Glide system shall be governed by these Terms and Conditions.
1.1 Except to the extent expressly provided otherwise, in these Terms and Conditions:
“Account” means an account enabling a person to access and use the Glide system, including both administrator accounts and user accounts;
“Affiliate” means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;
“Agreement” means a contract between the parties incorporating these Terms and Conditions, and any amendments to that contract from time to time;
“Business Day” means any weekday other than a bank or public holiday in England;
“Business Hours” means the hours of 09:00 to 17:00 GMT on a Business Day;
“Charges” means the any such amounts as may be agreed by the parties from time to time;
“Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” should be construed accordingly);
“Customer” means the person who registers to use the service;
“Customer Confidential Information” means all information disclosed by or on behalf of the Customer to the Provider at any time before the termination of the Agreement whether disclosed in writing, orally or otherwise.
“Customer Data” means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Glide system by the Customer;
“Customer Indemnity Event” has the meaning given to it in Clause 13.1;
“Customer Personal Data” means any Personal Data that is processed by the Provider on behalf of the Customer in relation to the Agreement, but excluding data with respect to which the Provider is a data controller;
“Data Protection Laws” means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Customer Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679);
“Documentation” means the documentation for the Glide system produced by the Provider and delivered or made available by the Provider to the Customer;
“Effective Date” means the date the Customer completes the online Glide System creation form published by the Provider on the Provider’s website;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Glide system” means the Practice Management application accessed via www.glideworkflow.com which will be made available by the Provider to the Customer as a service via the Internet in accordance with these Terms and Conditions;
“Glide system Defect” means a defect, error or bug in the Platform having a material adverse effect on the appearance, operation, functionality or performance of the Glide system, but excluding any defect, error or bug caused by or arising as a result of:
(a) any act or omission of the Customer or any person authorised by the Customer to use the Platform or Glide system;
(b) any use of the Platform or Glide system contrary to the Documentation, whether by the Customer or by any person authorised by the Customer;
(c) a failure of the Customer to perform or observe any of its obligations in the Agreement; and/or
(d) an incompatibility between the Platform or Glide system and any other system, network, application, program, hardware or software not specified as compatible in the Glide system Specification;
“Glide system Specification” means the specification for the Glide system set out in in the Documentation;
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, and rights in designs);
“Maintenance Services” means the general maintenance of the Glide system, and the application of Updates and Upgrades;
“Minimum Term” means, in respect of the Agreement, the period of 1 month beginning on the date when the customer signs up to a paid service except in the case that the customer takes advantage of an annual payment plan in which case the minimum term is the period of 1 year beginning on the date when the customer sign up to a paid plan;
“Personal Data” has the meaning given to it in the General Data Protection Regulation (Regulation (EU) 2016/679);
“Provider” means Glide Practice Solutions Limited, a company incorporated in England and Wales (registration number 06562745) having its registered office at Future Business Centre, London Road, Peterborough, England, PE2 8AN;
“Services” means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under these Terms and Conditions;
“Support Services” means support in relation to the use of, and the identification and resolution of errors in, the Glide system, but shall not include the provision of training or configuration services;
“Supported Web Browser” means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that the Provider agrees in writing shall be supported;
“Term” means the term of the Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;
“Terms and Conditions” means all the documentation containing the provisions of the Agreement, namely the main body of these Terms and Conditions and the Schedules, including any amendments to that documentation from time to time;
“Update” means a hotfix, patch or minor version update to any Glide software; and
“Upgrade” means a major version upgrade of any Glide software.
2.1 The Agreement shall come into force upon the Effective Date.
2.2 The Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 20.
- Glide system
3.1 The Glide system will automatically generate an Account for the Customer on the Effective Date and will provide to the Customer login details for that Account.
3.2 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Glide system by means of a Supported Web Browser for the internal business purposes of the Customer in accordance with the Documentation during the Term.
3.3 The licence granted by the Provider to the Customer under Clause 3.2 is subject to the following limitations.
- a) The Glide system may only be used by the officers, employees, agents and subcontractors of either the Customer or an Affiliate of the Customer;
- b) The number of calls you are able to make against Glide’s application programming interface (API) may be limited, this limitation shall be advised to the Customer and may be varied by the Provider from time to time.
3.4 Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by the Provider to the Customer under Clause 3.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Glide system; and
(b) the Customer must not permit any unauthorised person to access or use the Glide system;
3.5 The Customer shall use reasonable endeavours, including reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Glide system using an Account.
3.6 The Customer must not use the Glide system in any way that causes, or may cause, damage to the Glide system or impairment of the availability or accessibility of the Glide system.
3.7 The Customer must not use the Glide system:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.8 If the Customer uses the messaging functionality with the system, including both the e-mail and SMS functionality, the Customer agrees to only use the tools for lawful and legitimate purposes. The Customer must not use the services for any purpose unrelated to the Glide system including (but not limited to) unsolicited commercial e-mail, files that may damage the recipients computer hardware or software or content that may be offensive.
3.9 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) either during or after the Term.
3.10 The Provider may suspend the provision of the Glide system if any amount due to be paid by the Customer to the Provider under either this Agreement or a separate agreement for configuration or training services is overdue, and the Provider has given to the Customer at least 30 days’ written notice, following the amount becoming overdue, of its intention to suspend the Glide system on this basis.
- Support Services and Service Availability
4.1 The Provider shall provide the Support Services to the Customer during the Term.
4.2 The Provider shall provide the Support Services with reasonable skill and care.
4.3 Where you require support with the system you must first make all reasonable efforts to resolve the issue before contacting Glide including reviewing the documentation provided by Glide. If you still need support please contact Glide using the in-built help desk system or if this is unavailable by e-mailing firstname.lastname@example.org
4.4 The Provider’s intention is that the Glide system shall be available 24 hours a day 7 days a week. On occasions the Provider shall need to perform updates that shall make the system temporarily unavailable. The Provider shall notify the Customer at least 3 days in advance of any such disruption and shall schedule the disruption for the time of least use of the services, typically after 10pm on a non business day.
- Customer Data
5.1 The Customer hereby grants to the Provider a licence to use, copy, transmit, store and back-up the Customer Data to the extent reasonably required for the performance of the Glide system and backup thereof.
5.2 The Provider shall create a back-up copy of the Customer Data at least daily, shall ensure that each such copy is sufficient to enable the Provider to restore the Glide system to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 14 days.
5.3 Within the period of 1 Business Day following receipt of a written request from the Customer, the Provider shall use all reasonable endeavours to restore to the Glide system the Customer Data stored in any back-up copy created and stored by the Provider in accordance with Clause 5.2. The Customer acknowledges that this process will overwrite the Customer Data stored on the Glide system prior to the restoration. The Provider reserves the right to charge a reasonably administration fee to cover the time required to restore a back up.
- No assignment of Intellectual Property Rights
6.1 Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.
7.1 The Customer shall pay the Charges to the Provider in accordance with these Terms and Conditions.
7.2 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Provider.
7.3 The Provider may elect to vary any element of the Charges by giving to the Customer not less than 30 days’ written notice of the variation, providing that no such variation shall result in an aggregate annual percentage increase in the relevant element of the Charges that exceeds 2% over the percentage increase, during the same period, in the Retail Prices Index (all items) published by the UK Office for National Statistics.
8.1 The Provider shall issue invoices for the Charges to the Customer from time to time during the Term.
8.2 The Customer will arrange a payment mandate via GoCardless or Stripe or any other payment processor approved by the Provider from time to time. Payment will be processed automatically on the day the invoice is raised. If the Provider agrees to payments being made manually by the Customer then the customer must pay the Charges to the Provider within the period of 7 days following the issue of an invoice.
8.3 If the Customer does not pay any amount properly due to the Provider under these Terms and Conditions, the Provider may:
(a) charge the Customer interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
(b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
- Provider’s confidentiality obligations
9.1 The Provider must:
(a) keep the Customer Confidential Information strictly confidential;
(b) not disclose the Customer Confidential Information to any person without the Customer’s prior written consent, and then only under conditions of confidentiality;
(c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider’s own confidential information of a similar nature, being at least a reasonable degree of care;
(d) act in good faith at all times in relation to the Customer Confidential Information; and
(e) not use any of the Customer Confidential Information for any purpose other than as required in the provision of the Glide system.
9.2 Notwithstanding Clause 9.1, the Provider may disclose the Customer Confidential Information to the Provider’s officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Customer Confidential Information for the performance of their work with respect to the Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.
9.3 This Clause 9 imposes no obligations upon the Provider with respect to Customer Confidential Information that:
(a) is known to the Provider before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;
(b) is or becomes publicly known through no act or default of the Provider; or
(c) is obtained by the Provider from a third party in circumstances where the Provider has no reason to believe that there has been a breach of an obligation of confidentiality.
9.4 The restrictions in this Clause 9 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Provider on any recognised stock exchange.
9.5 The provisions of this Clause 9 shall continue in force indefinitely following the termination of the Agreement.
- Data protection
10.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.
10.2 The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with the Agreement.
10.3 The Customer shall only supply to the Provider, and the Provider shall only process, in each case under or in relation to the Agreement, the Personal Data of data subjects falling within the categories specified in Part 1 of Schedule 1 (Data processing information) and of the types specified in Part 2 of Schedule 1 (Data processing information); and the Provider shall only process the Customer Personal Data for the purposes specified in Part 3 of Schedule 1 (Data processing information).
10.4 The Provider shall only process the Customer Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Clause 10.
10.5 The Provider shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to any place outside the European Economic Area), as set out in these Terms and Conditions or any other document agreed by the parties in writing.
10.6 Notwithstanding any other provision of these Terms and Conditions, the Provider may process the Customer Personal Data if and to the extent that the Provider is required to do so by applicable law. In such a case, the Provider shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
10.7 The Provider shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
10.8 The Provider and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data, including those measures specified in Part 4 of Schedule 1 (Data processing information).
10.9 The Provider must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. The Provider is hereby authorised by the Customer, as at the Effective Date, to engage those third parties identified in, or falling within the processor categories specified in, Part 5 of Schedule 1 (Data processing information) to process the Customer Personal Data. In the case of a general written authorisation, the Provider shall inform the Customer at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, then the Customer may terminate the Agreement on 7 days’ written notice to the Provider, providing that such notice must be given within the period of 7 days following the date that the Provider informed the Customer of the intended changes. The Provider shall ensure that each third party processor is subject to the same legal obligations as those imposed on the Provider by this Clause 10.
10.10 The Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer’s obligation to respond to requests exercising a data subject’s rights under the Data Protection Laws.
10.11 The Provider shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws.
10.12 The Provider shall make available to the Customer all information necessary to demonstrate the compliance of the Provider with its obligations under this Clause 10 and the Data Protection Laws.
10.13 The Provider shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.
10.14 The Provider shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of the Provider’s processing of Customer Personal Data with the Data Protection Laws and this Clause 10. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 10.14.
10.15 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under these Terms and Conditions, then the parties shall use their best endeavours promptly to agree such variations to these Terms and Conditions as may be necessary to remedy such non-compliance.
10.16 If you enable third-party applications for use in conjunction with your Glide system then you acknowledge that the Provider may allow the providers of those applications access to your data as required for the operation of the integration. The provider shall not be responsible for disclosure, modification or deletion of your data as a result of access by a third party application.
11.1 The Provider warrants to the Customer that:
(a) the Provider has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions;
(b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider’s rights and the fulfilment of the Provider’s obligations under these Terms and Conditions; and
(c) the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions].
11.2 The Provider warrants to the Customer that:
(a) the Glide system will conform in all material respects with the Glide system Specification;
(b) the Glide system will be free from Glide system Defects;
(c) the application of Updates and Upgrades to the Platform by the Provider will not introduce any Glide system Defects into the Glide system;
(d) the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and
(e) the Platform will incorporate security features reflecting the requirements of good industry practice.
11.3 The Provider warrants to the Customer that the Glide system, when used by the Customer in accordance with these Terms and Conditions, will not breach any laws, statutes or regulations applicable under English law.
11.4 The Provider warrants to the Customer that the Glide system, when used by the Customer in accordance with these Terms and Conditions, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.
11.5 If the Provider reasonably determines, or any third party alleges, that the use of the Glide system by the Customer in accordance with these Terms and Conditions infringes any person’s Intellectual Property Rights, the Provider may at its own cost and expense:
(a) modify the Glide system in such a way that they no longer infringe the relevant Intellectual Property Rights; or
(b) procure for the Customer the right to use the Glide system in accordance with these Terms and Conditions.
11.6 The Customer warrants to the Provider that it has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions.
11.7 All of the parties’ warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.
- Acknowledgements and warranty limitations
12.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Glide system will be wholly free from defects, errors and bugs.
12.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Glide system will be entirely secure.
12.3 The Customer acknowledges that the Provider will not provide any legal, financial, accountancy or taxation advice under these Terms and Conditions or in relation to the Glide system; and, except to the extent expressly provided otherwise in these Terms and Conditions, the Provider does not warrant or represent that the Glide system or the use of the Glide system by the Customer will not give rise to any legal liability on the part of the Customer or any other person.
12.4 The Customer acknowledges and guarantees that they are utilising the Glide system for the purpose of running a business. 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 services.
13.1 The Customer shall indemnify and shall keep indemnified the Provider against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Provider and arising directly or indirectly as a result of any breach by the Customer of these Terms and Conditions (a “Customer Indemnity Event“).
13.2 The Provider must:
(a) upon becoming aware of an actual or potential Customer Indemnity Event, notify the Customer;
(b) provide to the Customer all such assistance as may be reasonably requested by the Customer in relation to the Customer Indemnity Event;
(c) allow the Customer the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Customer Indemnity Event; and
(d) not admit liability to any third party in connection with the Customer Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Customer Indemnity Event without the prior written consent of the Customer,
without prejudice to the Customer’s obligations under Clause 13.1.
13.3 The indemnity protection set out in this Clause 13 shall be subject to the limitations and exclusions of liability set out in the Agreement.
- Limitations and exclusions of liability
14.1 Nothing in these Terms and Conditions will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.
14.2 The limitations and exclusions of liability set out in this Clause 14 and elsewhere in these Terms and Conditions:
(a) are subject to Clause 14.1; and
(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.
14.3 The Provider shall not be liable to the Customer in respect of any losses arising out of a Force Majeure Event.
14.4 The Provider shall not be liable to the Customer in respect of any loss of profits or anticipated savings.
14.5 The Provider shall not be liable to the Customer in respect of any loss of revenue or income.
14.6 The Provider shall not be liable to the Customer in respect of any loss of use or production.
14.7 The Provider shall not be liable to the Customer in respect of any loss of business, contracts or opportunities.
14.8 The Provider shall not be liable to the Customer in respect of any loss or corruption of any data, database or software; providing that this Clause 14.8 shall not protect the Provider unless the Provider has fully complied with its obligations under Clause 5.2 and Clause 5.3.
14.9 The Provider shall not be liable to the Customer in respect of any special, indirect or consequential loss or damage.
14.10 The liability of each party to the other party under the Agreement in respect of any event or series of related events shall not exceed the total amount paid and payable by the Customer to the Provider under the Agreement in the 12 month period preceding the commencement of the event or events.
- Force Majeure Event
15.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
15.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Agreement, must:
(a) promptly notify the other; and
(b) inform the other of the period for which it is estimated that such failure or delay will continue.
15.3 A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
16.1 When you first create a Glide system you shall benefit from a 30 day fully functional trial of the Glide system. If you do not wish to subscribe to a paid plan you do not need to do anything. Your system shall become inaccessible (except for the purpose of subscribing to a paid plan) after the completion of the trial period. After 3 months following the completion of the trial, where the Customer has not subscribed to a paid plan, the Glide trial system shall be automatically deleted.
16.2 Either party may terminate the Agreement by giving to the other party not less than 30 days’ written notice of termination.
16.3 The Provider may terminate the Agreement immediately by giving written notice to the Customer if:
(a) any amount due to be paid by the Customer to the Provider under the Agreement or under a separate agreement for configuration or training services is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and
(b) the Provider has given to the Customer at least 30 days’ written notice, following the failure to pay, of its intention to terminate the Agreement in accordance with this Clause 20.4.
16.4 On termination for any reason Glide will not refund any prepaid charges. For the avoidance of doubt this means that once either a monthly plan or annual plan invoice has been raised and payment taken, the amount will not be refunded. The only exception is in relation to an annual plan where by a customer can request a refund within 48 hours of the billing date.
- Effects of termination
17.1 Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 3.9, 8.2, 8.3, 9, 10.1, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8, 10.9, 10.10, 10.11, 10.12, 10.13, 10.14, 10.15, 13, 14, 17, 19, 20, 21, 22, 23.1, 23.2, 24, 25 and 26.
17.2 Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Agreement shall not affect the accrued rights of either party.
18.1 Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to the Provider must be sent to email@example.com. Notices to the Customer will be sent to the email address which the Customer provided when setting up the Glide system.
19.1 The Customer hereby agrees that the Provider may assign, transfer or otherwise deal with the Provider’s contractual rights and obligations under these Terms and Conditions.
19.2 The Customer must not assign, transfer or otherwise deal with the Customer’s contractual rights and/or obligations under these Terms and Conditions without the prior written consent of the Provider.
- No waivers
20.1 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
20.2 No waiver of any breach of any provision of the Agreement shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of the Agreement.
21.1 If a provision of these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
21.2 If any unlawful and/or unenforceable provision of these Terms and Conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
- Third party rights
22.1 The Agreement is for the benefit of the parties, and is not intended to benefit or be enforceable by any third party.
22.2 The exercise of the parties’ rights under the Agreement is not subject to the consent of any third party.
23.1 The Agreement may not be varied except in accordance with this Clause 23.
23.2 The Agreement may be varied by means of a written document signed by or on behalf of each party.
23.3 The Provider may vary the Agreement by giving to the Customer at least 30 days’ written notice of the proposed variation, providing that if the Provider gives to the Customer a notice under this Clause 23.3, the Customer shall have the right to terminate the Agreement by giving written notice of termination to the Provider at any time during the period of 14 days following receipt of the Provider’s notice.
- Entire agreement
24.1 The main body of these Terms and Conditions and the Schedules shall constitute the entire agreement between the parties in relation to the subject matter of the Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
24.2 Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.
24.3 The provisions of this Clause 24 are subject to Clause 14.1.
- Law and jurisdiction
25.1 These Terms and Conditions shall be governed by and construed in accordance with English law.
25.2 Any disputes relating to the Agreement shall be subject to the exclusive jurisdiction of the courts of England.
26.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
26.2 The Clause headings do not affect the interpretation of these Terms and Conditions.
26.3 References in these Terms and Conditions to “calendar months” are to the 12 named periods (January, February and so on) into which a year is divided.
26.4 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
Schedule 1 (Data processing information)
- Categories of data subject
The Glide system will be used to hold information about clients of the customer and staff members, both of which are identified natural persons.
- Types of Personal Data
Your clients’ name is essential for the operation of the Glide system.
Your clients’ e-mail addresses, addresses and mobile phone numbers are essential should you choose to use the automated e-mail and SMS functionality.
Glide offers the ability to create custom fields to store any data about your clients’ within the system. Our templates include fields for the tax reference and date of birth. You may choose to create fields to store other personal information. Please note that Glide is not specifically designed for the storage of password information, other systems exist which have been specifically designed for this purpose.
Your staff members’ names and e-mail addresses are required to be stored in Glide. Your staff members’ phone numbers can optionally be stored in Glide.
- Purposes of processing
Glide will only process your clients’ personal data in order to present this information to you in the Glide system. Should you take advantage of the automated e-mail and SMS functionality then the system will contact your clients’ using their personal data to send messages you have set up.
- Security measures for Personal Data
Glide will store your customers personal data (and all Glide system data) at data centers wholly within the UK. Glide uses Amazon Web Services (AWS) Data Centres in London.
Each data centre benefits from significant security levels, you can read about this at in detail at www.glideworkflow.com/GDPR.
All data exchanged between your device and the Glide servers is encrypted by SSL.
The Glide support team will not access your personal data without you first providing permission through the Glide system. Access to the Glide servers is restricted at all times to the company directors and data is only accessed when necessary to maintain the systems functionality.
- Sub-processors of Personal Data
Data centres (hosting/storage)
Amazon Web Services Inc – Europe (London) region (www.aws.amazon.com/security)
Backblaze Inc – EU Central region (https://www.backblaze.com/cloud-storage/security)
Optional modules within Glide
Commify UK Limited (trading as Text AnyWhere) (https://www.textanywhere.com/policy-documents/terms-and-conditions/) -> this sub-processor is used where you decide to send SMS messages through the Glide system.
Twilio Ireland Limited (trading as SendGrid) (https://www.twilio.com/en-us/legal/tos) -> this sub-processor is used where you decide to send e-mail messages through the Glide system.
Optional 3rd party integrations
Glide provides a range of integrations with 3rd party software. Where you choose to use these integrations you should first satisfy yourself with that providers suitability as a processor of your clients personal data.