This Service Agreement is made on the date an Order Form provided by GAT is signed (‘Effective Date’) by and between,
The company who makes a payment, hereinafter referred as ‘Client’
and Global App Testing, hereinafter referred as ‘GAT’
Client possesses software and intellectual property (hereinafter referred as the ‘App’);
GAT will provide Client with software testing services (‘Services’ as defined in the Global App Testing Plan Documentation) concerning the App(/s).
Hereinafter, Client and GAT may collectively be referred to as the ‘Parties’ and individually as a ‘Party’.
The Term of this Service Agreement shall commence upon the Effective Date.
Adjustment to Prices or Service
- Changes to the Terms of Service. GAT will notify Client by email in advance of any changes to the Terms. Ongoing use of GAT’s Services constitutes acceptance of any changes.
- Changes to Products and Plans. GAT reserves the right to change or discontinue its Services on a temporary or permanent basis without notice.
- Changes to Prices. GAT reserves the right to adjust the Prices set for its Services, and will give 30 (thirty) days notice via email of any change.
Payment and Refunds
- Payment . In consideration for the Services, Client shall pay the fees set forth in the Order Form prior to GAT carrying out work. Fees shall be paid in accordance with the due date as stated in Order Form, via the following authorised payment methods; Credit Card, Bank Transfer, International Bank Transfer or Stripe. We do not accept payment via Cheque. All payment obligations as set forth in the Order Form are binding once accepted.
- Refunds. There will be no refunds, partial refunds or credit either for unused months of Service or unused testing.
- Monthly Plan
- Recurrent Payment. GAT shall invoice or charge (depending on the agreement as stated on the Order Form) the Client on a recurring basis from the Effective Date for the fees being incurred by Client in that coming 30 days
- Bulk Buy Product
- Product Expiry. Testing purchased shall expire six (6) months after the ‘Effective Date’.
- Cease of Testing. In the instance that fees are not paid within thirty (30) days past due date ), GAT reserves the right to cease testing until such time as payment for outstanding invoice/s are received.
- Late Payment Fees. In the event that the fees are not paid by Client when due as stated in Section 2.1 above, and without affecting any of GATs’ other rights and remedies, a fixed fee of $95 shall become immediately due and payable by the Client.
- Collection. Notwithstanding any other provision of this Service Agreement, GAT shall be entitled to retain the services of a collection agency to recover from the Client the Late Payment Fees, the interest related thereto, and the costs of investigation related to and collection of the Late Payment Fees.
- Taxes. All fees are exclusive of all taxes, levies or duties applicable under any legal acts or imposed by tax authorities, unless stated otherwise in these Terms of Service. Payment of such taxes, levies or duties is the responsibility of the Client.
- Renewal Term. After the Initial Term, this Service Agreement will automatically move onto a monthly rolling contract. An additional 10% monthly fee shall be applicable until such times as the contract is renewed or notice applicable to the contract is given.
- Notice Period. After the Initial Term, this Service Agreement can be terminated by either Party by giving notice to the other Party no less than sixty (60) days prior to the end of a Term.
- Initial Period. The Initial Term for all price plans is twelve (12) months from the ‘Effective Date’.
- Trial Period. The Trial Period is valid for those companies who have not used GAT before. The Trial Period shall commence on the Effective Date and shall end at a date defined in the Order Form. Either Party may terminate this Service Agreement at any time during the Trial Period provided either Party has provided written notice of such Party’s intent not to proceed with the full length of the Service Agreement.
- Termination for Cause. Either Party may terminate this Service Agreement at any time for cause if (i) the other Party breaches a material term of this Service Agreement and fails to cure the same within thirty (30) days of receiving written notice of such breach, or (ii) the other Party dissolves or commences any bankruptcy, receivership, or other procedure for the relief from creditors.
- Effect of Termination. Notwithstanding any contrary provisions in this Service Agreement, upon the termination date,
- each Party shall promptly deliver to the other any property of the other in its possession or under its control, including any and all confidential information of the other, pursuant to this Service Agreement,
- all fees that have accrued prior to the termination date shall survive the termination date and shall accelerate and become immediately due and payable upon the termination date;
- 100% of all fees that would have been due had the term not been terminated shall survive the termination date and shall accelerate and become immediately due and payable upon the termination date.
- Refusal of Services. GAT reserves the right to refuse Services at its discretion.
Privacy, Confidential Information and Content Ownership
- Relationship Management. Client agrees to allow GAT access all relevant personnel, data, information, systems GAT require to provide Services. The Parties agree that the main points of contact in fulfilling this Service Agreement are to be established prior to the Effective Date.
- Confidential Information (‘Confidential Information’). Confidential information includes, without limitation, information relating in any way to either Party’s business models, policies, procedures, requirements, practices, intellectual property, trade secrets, systems, strategies, techniques, technology, sales presentation, pricing and cost information, marketing plans, forecasts, software, systems, infrastructure, or processes whether obtained before or after the Effective Date, or other information of a similar nature, not generally disclosed to the public, including but not limited to, any information designated by either Party as confidential. Nothing contained herein shall prevent a Party hereto from furnishing Confidential Information pursuant to a direct order of a court of competent jurisdiction, duly authorized subpoena, or governmental authority.
- Exceptions. The obligations imposed by this section shall not apply to any Confidential Information that (i) is proven to have been lawfully received from a third party without accompanying use or disclosure restrictions; (ii) is proven to have been independently developed by a Party’s employees and/or agents; (iii) becomes publicly known without breach of this Service Agreement by a Party or its employees and/or agents; (iv) is approved for release in writing by an authorized representative of the disclosing Party; or (v) is required to be disclosed pursuant to direct order of a court of competent jurisdiction, duly authorized subpoena, or governmental authority.
- Return of Confidential Information. Upon the written request of the disclosing Party, or promptly upon termination of this Service Agreement, the receiving Party shall return, or certify that it has destroyed, all Confidential Information disclosed under this Service Agreement and any and all documents or files, whether paper, computer, electronic, or otherwise, containing such Confidential Information of the disclosing Party.
- Site Content. The Global App Testing Website content, including all images, designs, written content and other materials are intellectual property owned, controlled, or licensed by Global App Testing or its affiliates or are the property of their respective owners and are protected by UK and international copyright laws and conventions. Accessing the globalapptesting.com web site does not authorize Users to use any name, logo, trademark or service mark in any manner.
- Service Content. Client may not duplicate, distribute or resell any part of, or access to the Service, without express written permission from GAT.
Liability and Governing Law
- Limitation of Liability. Except as specifically permitted in this Service Agreement, in no event shall either of the Parties be liable to the other for any special, incidental or consequential damages (including any damage resulting from vulnerability testing completed by GAT) for lost profits or lost data or otherwise, even if the Parties have been made aware of the possibility of such damages.
- Governing Law. This Service Agreement will be governed by and construed in accordance with the laws of The United Kingdom. Each Party hereto consents to submit to the exclusive jurisdiction of the Courts of England, to settle any dispute concerning the conclusion, validity, interpretation or performance of this Service Agreement.
- Plan Upgrades. The Order Form is offered based on the information gathered from meetings between GAT and the Client prior to the Service Agreement. Due to the dynamic and ever evolving nature of each Client’s’ capacity and testing requirements, plan upgrades are permitted at any time, and will be charged accordingly from the next month of the Term.
- No Guarantee. Although GAT will take appropriate measures to offer the highest level of coverage, GAT cannot guarantee that all existing issues within an app will be found, reported or delivered in any given test, or that the Service will meet your specific requirements or expectations. GAT is unable to guarantee that a minimum amount of testing time is allocated by testers.
- Non-Solicitation. During the Term and for 1 (one) year after any termination of this Service Agreement, the Client agrees to not hire, induce to leave or actively and specifically recruit any employee or subcontractor of GAT (including any member of the GAT testing crowd) either on the Client’s own behalf or in the service of others.
- Assignment. Neither Party may transfer or otherwise assign the Service Agreement or any of their rights or associated obligations to a third party without express, written and prior consent of the other. In the event of any acquisition, merger or other reorganisation the contract will be transferred onto the new entity.
- Publicity. GAT may refer to Client on the Global App Testing website and in sales pitches, unless Client expresses signed written objection.
These terms and conditions are created by SPA WORLDWIDE LIMITED, a Private limited Company registered in England (Company number 07606704), trading as Global App Testing, whose registered office is at 2nd Floor, 90-92 Pentonville Rd, London N1 9HS.