Terms of Service

Agreed Terms

1. User Subscriptions
   1. Subject to the Customer purchasing, he must provide a valid email to obtain a valid account. FrugalTesting hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.
   2. In relation to the Authorised Users, the Customer undertakes that:
      1. the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
      2. The Customer is solely responsible for maintaining the confidentiality of his username and password and for any and all activities (including transactions, if any) that are conducted through such user name and password. He shall take full responsibility for his own, and third party, use of the Service or Software. He are solely responsible for any and all activities that occur following his use of the Service and Software.
      3. Each Authorised User shall keep a secure password for his use of the Services and Documentation and that each Authorised User shall keep his password confidential;
      4. If Frugal Testing determines that the Customer has underpaid Subscription Fees to Frugal Testing as a result of a breach of current document, then without prejudice to Frugal Testing's other rights, the Customer shall pay to Frugal Testing an amount equal to such underpayment as calculated in accordance with the prices set out in the Order Form within 10 Business Days of the date of the relevant audit.
   3. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
      1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
      2. facilitates illegal activity;
      3. depicts sexually explicit images;
      4. promotes unlawful violence;
      5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
      6. in a manner that is otherwise illegal or causes damage or injury to any person or property;

      and Frugal Testing reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.

   4. The Customer shall not:
      1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
         1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;
         2. or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
      2. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
      3. use the Services and/or Documentation to provide services to third parties; or
      4. subject to this document (or unless specifically permitted in writing by Frugal Testing), license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
      5. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause; and
   5. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Frugal Testing.
   6. The rights provided under this clause are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
2. Services
   1. Frugal Testing shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.
   2. Frugal Testing shall use commercially reasonable endeavours to make the Services available during Normal Business Hours.
   3. Frugal Testing will, as part of the Services and at no additional cost to the Customer, provide the Customer with Frugal Testing's standard customer support services during Normal Business Hours in effect at the time that the Services are provided. Frugal Testing may amend the Support Services Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at Frugal Testing's then current rates.
3. Customer data
   1. The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
   2. Frugal Testing shall follow its archiving procedures for Customer Data. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for Frugal Testing to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Frugal Testing. Frugal Testing shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Frugal Testing to perform services related to Customer Data maintenance and back-up).
   3. Frugal Testing shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Customer Data available at www.frugaltesting.com or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by Frugal Testing in its sole discretion.
   4. If Frugal Testing processes any personal data on the Customer's behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and Frugal Testing shall be a data processor and in any such case:
      1. the Customer acknowledges and agrees that the personal data may be transferred or stored outside his country where the Customer and the Authorised Users are located in order to carry out the Services and Frugal Testing's other obligations under this agreement;
      2. the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to Frugal Testing so that Frugal Testing may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
      3. the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; and
      4. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
4. Frugal Testing's Obligations
   1. Frugal Testing undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
   2. The undertaking at clause 4.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Frugal Testing's instructions, or modification or alteration of the Services by any party other than Frugal Testing or Frugal Testing's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Frugal Testing will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 4.1. Notwithstanding the foregoing, Frugal Testing:
      1. does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and
      2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
   3. This agreement shall not prevent Frugal Testing from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
   4. Frugal Testing warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
5. Customer's obligations and licence
   1. The Customer shall:
      1. provide Frugal Testing with:
         1. all necessary co-operation in relation to this agreement;
         2. all necessary access to such information as may be required by Frugal Testing; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
      2. comply with all applicable laws and regulations with respect to its activities under this agreement;
      3. carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Frugal Testing may adjust any agreed timetable or delivery schedule as reasonably necessary;
      4. ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;
      5. obtain and shall maintain all necessary licences, consents, and permissions necessary for Frugal Testing, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
      6. ensure that its network and systems comply with the relevant specifications provided by Frugal Testing from time to time; and
      7. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Frugal Testing's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
   2. The Customer hereby grants a perpetual, royalty-free licence to Frugal Testing to use the Training Content for the purpose of delivering the Services to the Customer under the terms of this agreement.
6. Charges and payment

   The Customer shall pay the Subscription Fees to FrugalTesting for the User Subscriptions and then only he can use his subscription.

7. Confidentiality
   1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
      1. is or becomes publicly known other than through any act or omission of the receiving party;
      2. was in the other party's lawful possession before the disclosure;
      3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
      4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
      5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
   2. Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party (apart from any consultants appointed by Frugal Testing to fulfil the Service), or use the other's Confidential Information for any purpose other than the implementation of this agreement.
   3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
   4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
   5. The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Frugal Testing's Confidential Information.
   6. Frugal Testing acknowledges that the Customer Data is the Confidential Information of the Customer.
   7. This clause shall survive termination of this agreement, however arising.
   8. No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
8. Indemnity
   1. The Customer shall defend, indemnify and hold harmless Frugal Testing against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation, provided that:
      1. the Customer is given prompt notice of any such claim;
      2. Frugal Testing provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
      3. the Customer is given sole authority to defend or settle the claim.
   2. Frugal Testing shall defend the Customer, its officers, directors and employees against any claim that the Services or Documentation infringes any patent effective as of the Commencement Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
      1. Frugal Testing is given prompt notice of any such claim;
      2. the Customer provides reasonable co-operation to Frugal Testing in the defence and settlement of such claim, at Frugal Testing's expense; and
      3. Frugal Testing is given sole authority to defend or settle the claim.
   3. In the defence or settlement of any claim, Frugal Testing may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
   4. In no event shall Frugal Testing, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
      1. a modification of the Services or Documentation by anyone other than Frugal Testing; or
      2. the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Frugal Testing; or
      3. the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from Frugal Testing or any appropriate authority.