Tali, Trac, and Till Systems EULA

The Company known as SF Software Limited, trading as Pebble, is hereafter referred to as the Company.

Please read this carefully before using Tali, Trac and Till systems from Pebble

Tali, Trac and Till systems are Pebble’s cloud-hosted school fund and integrated financial management applications, which provide modern integrated software to allow schools to become truly paperless and cashless, for example by providing integrated online payment and finance syncing functionality (Tali and Trac systems) and contactless payments (Till systems). You may only use Tali, Trac and Till systems if your employer (Employer) subscribes to our services and has authorised you to use Tali, Trac and Till systems.

This end user licence agreement (EULA) is a legal agreement between you and SF Software Limited (trading as “Pebble”) (a company incorporated under the laws of England and Wales under company number 05580540 and whose registered office is located at Spaceworks, Benton Park Road, Newcastle upon Tyne, NE7 7LX (we, us or our)) for Tali, Trac and Till systems, which include the online software applications and the data supplied with them provided to you via https://www.mypebble.co.uk/ (Service Software) and the electronic documentation supplied in connection with the Service Software (Documentation).

You must be 16 or over and capable of entering into legally binding contracts to accept these terms and to use the Service Software and the Documentation.

1. Grant and scope of licence

In return for you agreeing to comply with the terms of this EULA, we grant to you a non-exclusive, non-transferable, free of charge, licence to use the Service Software and the Documentation in the UK on the terms of this EULA solely for the internal business operations of your Employer, in particular to:
1. request, record, monitor and reconcile online payments to supported third party payment providers; and/or
2. synchronising transactions with supported third party providers of online payment, finance and management information system products and services; and/or
3. report on both income and expenditure for your organisation’s trips, activities and other financial transactions,
for the duration not exceeding the term of our contract with your Employer in relation to the Service Software and the Documentation.

2. Your undertakings

Except as expressly set out in this EULA or as permitted by any local laws, you undertake:
1. not to copy the Service Software or Documentation;
2. not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Service Software or Documentation;
3. not to make alterations to, or modifications of, the whole or any part of the Service Software, nor permit the Service Software or any part of it to be combined with, or become incorporated in, any other programs;
4. not to disassemble, decompile, reverse engineer or create derivative works based on, the whole or any part of the Service Software, nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving interoperability of the Service Software with another software program, and provided that the information obtained by you during such activities:
  1. is used only for the purpose of achieving interoperability of the Service Software with another software program; and
  2. is not, without our prior written consent, unnecessarily disclosed or communicated to any third party; and
  3. is not used to create any software which is substantially similar to the Service Software;
5. not, without our prior written consent, provide or otherwise make available the Service Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person other than other employees of your Employer;
6. not use the Service Software or the Documentation in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Service Software or any operating system;
7. not infringe our intellectual property rights or those of any third party in relation to your use of the Service Software, including by the submission of any material (to the extent that such use is not licensed by this EULA);
8. not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Service Software;
9. not use the Service Software in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
10. not collect or harvest any information or data from the Service Software, the Documentation, or our systems, or attempt to decipher any transmissions to or from the servers running the Service Software.

3. Intellectual property rights and availability of the Service Software

You acknowledge that all intellectual property rights in the Service Software and the Documentation anywhere in the world belong to us, that rights in the Service Software are licensed (not sold) to you, and that you have no rights in, or to, the Service Software or the Documentation, other than the right to use them in accordance with the terms of this EULA.
You acknowledge that you have no right to have access to the Service Software in source code form, or in unlocked coding, or with comments.
The integrity of this Service Software may be protected by technical protection measures (TPM) so that our intellectual property rights, including copyright, in the Service Software are not misappropriated. You must not attempt in any way to remove or circumvent any such TPM, nor apply or manufacture for sale or hire, import, distribute, sell or let for hire, offer or expose for sale or hire, advertise for sale or hire, or have in your possession for private or commercial purposes any means the sole intended purpose of which is to facilitate the unauthorised removal or circumvention of such TPM.
You acknowledge that the Service Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Service Software as described in the Documentation meet your requirements.
We will use our reasonable endeavours to maintain the availability of the Service Software to you at the gateway between the public internet and the network of our hosting services provider for the Service Software; however, we cannot guarantee 100% availability. As such, you acknowledge that we do not warrant that the Service Software will be provided without interruption or be free of defects, bugs or errors, and you agree that service interruptions or the existence or errors shall not constitute a breach of this EULA.
You acknowledge that we only supply the Service Software and Documentation for internal use by your Employer’s business, and you agree not to use the Service Software or Documentation for your private purposes, or in order to provide any services to anyone other than your Employer.

4. Your privacy

Under data protection legislation, we process your personal data uploaded or entered onto the Service Software as a data processor. This means that we do that on behalf of, and under the instructions of, your Employer, who is acting as the controller of your data. We have a written contract in place with your Employer, which sets out how we must process your data. For further information, please contact your Employer. You may also wish to visit our Data Protection Statement.

5. User data

By entering into this EULA, you grant us a non-exclusive licence (to the extent that it is reasonably required for the performance of our obligations and the exercise of our rights under this EULA) to copy, reproduce, store, distribute, publish, export, adapt, edit and translate all data, works and materials which you have uploaded, stored, transmitted, supplied or generated through or as a result of using the Service Software (but excluding analytics data relating to the use of the Service Software and server log files) (User Data). You also grant to us the right to sub-license these rights to our hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in this EULA.
You warrant to us that the User Data will not infringe the intellectual property rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction or under any applicable law.

6. Support Services

If we have agreed with your Employer to do so, we may provide support in relation to the use of the Service Software and the identification and resolution of errors in it.
However, we will have no obligation to do so under this EULA.

7. Warranties

We warrant to you that:
1. we have the legal right and authority to enter into this EULA and to perform our obligations under this EULA; and
2. the Service Software, when used by you in accordance with this EULA, will not infringe the intellectual property rights of any person in any jurisdiction or under any applicable law.
If we reasonably determine, or any third party credibly alleges, that the use of the Service Software by you in accordance with this EULA infringes any person's intellectual property rights, we may (acting reasonably and at our own cost):
1. modify the Service Software in such a way that it no longer infringes the relevant intellectual property rights, provided that any such modification must not result in the Service Software failing to conform with its published specification; or
2. procure for you the right to use the Service Software in accordance with this EULA.
You warrant to us that you have the legal right and authority to enter into this EULA and to perform your obligations under it.
All of our and your warranties and representations in respect of the subject matter of this EULA are expressly set out in it. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this EULA will be implied into this EULA or any related contract.

8. Your responsibility for loss or damage suffered by us

You will indemnify us (and keep us indemnified) 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 us and arising directly or indirectly as a result of any breach by you of this EULA.

9. Our responsibility for loss or damage suffered by you

Nothing in this EULA will:
1. limit or exclude any liability for death or personal injury resulting from negligence;
2. limit or exclude any liability for fraud or fraudulent misrepresentation;
3. limit any liabilities in any way that is not permitted under applicable law; or
4. exclude any liabilities that may not be excluded under applicable law,
save that, in the unlikely event that you are using the Service Software as a consumer, your statutory rights will not be excluded or limited by this EULA, except to the extent permitted by law.
The limitations and exclusions of liability set out in this clause 9 and elsewhere in this EULA:
1. are subject to clause 9.1; and
2. govern all liabilities arising under this EULA or relating to the subject matter of it, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this EULA.
If our provision of the Service Software is delayed by an event outside of our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided that we do this, we will not be liable for delays caused by the event, but if there is a risk of substantial delay, you may contact us to end this EULA.
We are not liable to you in respect of any: loss of profits or anticipated savings; loss of revenue or income; loss of business, contracts or opportunities; loss or corruption of any data, database or software; or any special, indirect or consequential loss or damage.
Our liability to you under this EULA shall not exceed:
1. in respect of any event or series of related events, the total amount paid and payable by you to us under this EULA in the 12 month period preceding the commencement of the event or events; and
2. in aggregate under this EULA, the total amount paid and payable by you to us under this EULA.
You acknowledge that we will not provide any legal, financial, accountancy or taxation advice under this EULA or in relation to the Service Software; and, except to the extent expressly provided otherwise in this EULA, we do not warrant or represent that the Service Software, or the use of it by you, will not give rise to any legal liability in relation to you and/or any other person.
If you are using the Service Software as a consumer, we are not liable for your business losses. You acknowledge that we licence the use of the Service Software and Documentation to you solely for the purposes of the internal business operations of your Employer. If you use the Service Software and Documentation for any other purpose (for example, your own, or a third party’s commercial, business or resale purpose) we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

10. Termination

This licence will end automatically when our contract with your Employer in relation to the Service Software and/or the Documentation expires or is terminated.
You may end this EULA at any time for any reason by notifying us in writing at hello@mypebble.co.uk.
We may end your rights to use the Service Software at any time by contacting you, if you have broken these terms in a serious way. If what you have done can be put right, we will give you a reasonable opportunity to do so. Otherwise, we may terminate this EULA immediately.
Upon termination of this EULA for any reason:
1. you must stop all activities authorised by these terms, including your use of the Service Software and the Documentation;
2. we may cease providing you with access to the Service Software and the Documentation; and
3. except to the extent that this EULA expressly provides otherwise, the termination of this EULA shall not affect the accrued rights or liabilities of either you or us.

11. Other important terms

We may transfer our rights and obligations under this EULA to another organisation. If this happens and we will ensure that the transfer will not affect your rights under this EULA. You may only transfer your rights or your obligations under this EULA to another person if we agree in writing.
This EULA is between you and us. No other person shall have any rights to enforce any of its terms.
Each of the clauses of this EULA operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.
Even if we delay in enforcing this EULA, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under this EULA, or if we delay in taking steps against you in respect of your breaking this EULA, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
This EULA is made for the benefit of you and us, and is not intended to benefit any third party and/or to be enforceable by any third party. Our respective rights to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this EULA are not subject to the consent of any third party.
This EULA constitutes the entire agreement between us in relation to its subject matter and shall supersede all previous agreements, arrangements and understandings between us in respect of that subject matter.
This EULA shall be governed by and construed in accordance with English law, whose courts shall have exclusive jurisdiction to settle any dispute arising under or in connection with it.
You may contact us about any matter related to this EULA by:
1. email at hello@mypebble.co.uk;
2. phone on 0845 310 1788; or
3. post to PO Box 119, Stocksfield, NE43 7YH.

If we need to contact you, we will use the contact details which we store for you on the Service Software or as you may otherwise provide to us from time to time.