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Livesales Terms of Service

These Terms of Service ("Terms") are an agreement between [LEGAL ENTITY NAME], [company number], registered at [REGISTERED ADDRESS] ("Livesales", "we", "us"), and the business or organisation that uses Livesales (the "Customer"), together with each individual who signs in to Livesales on the Customer's behalf (a "User").

1. Accepting these Terms

1.1 Livesales accounts are created by invitation only. A Customer's first account (the "Owner") is invited by Livesales. Further Users are invited by the Customer.

1.2 By accepting an invitation, you agree to these Terms. If you accept on behalf of a business, you confirm that you have the authority to bind that business, and "Customer" means that business.

1.3 Users invited by a Customer accept these Terms personally, as they apply to individual Users (sections 3, 4, 8 and 12).

2. The service

2.1 Livesales provides a hosted point-of-sale and back-office service: sales, inventory, purchasing, accounting, reporting, and related features (the "Service"), through the Salesboard and POS applications and their APIs.

2.2 Features, usage limits (such as the number of Users, products and monthly sales) and support levels depend on the Customer's subscription plan.

2.3 We may improve and change the Service. We will not materially reduce the core functionality of a paid plan during a paid subscription term without notice.

3. Accounts and security

3.1 Users must give accurate information and keep their sign-in credentials confidential. Each account is for one named individual and must not be shared.

3.2 The Customer is responsible for the Users it invites, the roles and permissions it grants them, and activity under its account.

3.3 Tell us without delay at [SECURITY CONTACT EMAIL] if you suspect unauthorised access.

4. Acceptable use

You must not: (a) break the law, or infringe anyone's rights, using the Service; (b) try to access another customer's data, or probe, scan or test the Service's vulnerabilities without our written permission; (c) interfere with the Service's operation or impose an unreasonable load on it; (d) use the Service to send unsolicited messages; or (e) resell or sublicense the Service except as we agree in writing.

5. Subscriptions, trials and fees

5.1 Fees, billing cycles (monthly, quarterly or annual) and currencies are as shown in the Customer's plan or order. Fees are payable in advance and are non-refundable except where the law or these Terms say otherwise.

5.2 A trial gives access for the trial period. At the end of the trial, the Customer must choose a paid plan to continue.

5.3 If payment fails, we will notify the Customer and allow a grace period of 14 days. After that we may suspend the account under section 9.

6. Customer data

6.1 As between the parties, the Customer owns all data it or its Users put into the Service ("Customer Data").

6.2 We process personal data within Customer Data as a processor on the Customer's behalf, under the Data Processing Agreement, which forms part of these Terms.

6.3 The Customer is responsible for having a lawful basis for the personal data it puts into the Service, and for the notices it gives its own customers and staff.

6.4 Our own processing of Users' account information is described in the Privacy Policy.

7. Availability and support

We aim to keep the Service available and will make reasonable efforts to give advance notice of planned maintenance. [Insert any service level commitment, or state that none is given.]

8. Intellectual property

We own the Service and all related intellectual property. We grant the Customer and its Users a non-exclusive, non-transferable right to use the Service during the subscription, under these Terms. Feedback you give us may be used without obligation.

9. Suspension and termination

9.1 We may suspend access immediately for a security risk or a serious breach of section 4. We may also suspend for non-payment after the grace period in section 5.3.

9.2 While an account is suspended, the Customer keeps read-only access so it can export its data.

9.3 Either party may terminate at the end of a subscription term with [NOTICE PERIOD] notice, or immediately for the other party's material breach that is not remedied within 30 days of notice.

9.4 After termination, Customer Data is kept for export for [30] days. It is then deleted, as described in the Data Processing Agreement.

10. Warranties and disclaimers

The Service is provided with reasonable skill and care. Except as expressly stated, it is provided "as is", to the extent permitted by law. The Customer is responsible for checking that the Service's tax, accounting and reporting outputs suit its legal obligations.

11. Liability

11.1 Nothing in these Terms limits liability that cannot be limited by law.

11.2 Subject to 11.1, neither party is liable for indirect or consequential loss, or for loss of profit, revenue or goodwill. Each party's total liability is limited to the fees paid or payable in the [12] months before the claim. [Counsel to confirm.]

12. Changes to these Terms

We may update these Terms. We will give notice of material changes. Users will be asked to accept the new version the next time they sign in, and continued use requires acceptance.

13. General

These Terms are governed by the laws of [GOVERNING LAW], and the courts of [JURISDICTION] have exclusive jurisdiction. If any provision is unenforceable, the rest remains in effect. Notices to us: [LEGAL NOTICES ADDRESS / EMAIL].