Terms & Conditions

These Terms and Conditions apply to the use of the Fintrano Software provided by us, Prominent Media Ltd, a company registered in England and Wales under number 04634034, whose registered office address is at 1 Ravenglass Croft, Broughton, Milton Keynes, MK10 9LP (referred to as “we/us/our”).

1. Definitions and Interpretation

In these Terms and Conditions, the following expressions have the following meanings:

“Client/you/your” means the individual, firm or corporate body entering into the Contract with us. Where an individual is entering into this Contract on behalf of a business, the individual confirms they have the authority to do so and to contractually bind that business and the business will be our Client in the context of the Contract;

“Client Data” means the data inputted to the Software by you, your authorised agents, authorised users, or us on your behalf, for the purpose of using the Software or facilitating your use of it; “Contract” means the contract formed as detailed in clause 2, which includes the acceptance of these Terms and Conditions;

“Software” means the Fintrano software system developed by us, and includes all elements of it including mobile apps and web-based software; and 

“Website” means fintrano.com and includes any associated sub-domains of this site.

1.1 Each reference in these Terms and Conditions to:

1.1.1 “writing/written” includes emails and similar communications;
1.1.2 a statute refers to that statute as amended or re-enacted at the relevant time;
1.1.3 “Terms and Conditions” refers to these Terms and Conditions as may be amended or supplemented at the relevant time;
1.1.4 a clause refers to a clause of these Terms and Conditions;
1.1.5 a “party” or the “parties” refer to the parties to these Terms and Conditions.

1.2 The headings used in these Terms and Conditions are for convenience only and will have no effect upon their interpretation.

1.3 Words imparting the singular number include the plural and vice versa. References to persons include corporations.

2. The Contract

2.1 You can register your interest to use the Software by placing an order via our Website and our Website will guide you through the ordering process.

2.2 Please ensure that you have checked your requirements and that you have read these Terms and Conditions carefully before submitting your order to us. If you are unsure about any part of these Terms and Conditions, please ask us for clarification.

2.3 No part of our Website constitutes a contractual offer capable of acceptance. Your order constitutes a contractual offer that we may, at our sole discretion, accept. Our acceptance is indicated by us sending you an order confirmation by email, which will confirm your log-in details for the Software. Only once we have sent you order confirmation will there be a legally binding Contract between you and us.

2.4 Once formed, the Contract will continue in effect on a rolling monthly basis, unless written notice to terminate is given by either party in accordance with clause 6 below.

2.5 New customers may be offered a free trial period, at our discretion. If we do not receive your notification to terminate during this trial period, it will automatically continue as a paying Contract and you will be liable for payment under clause 4.

3. Software

3.1 Each user that will be authorised to use the Software (an “Authorised User”) will need to create a separate log-in.

3.2 It is your responsibility to ensure that all Authorised Users use the Software in accordance with these Terms and Conditions and are accordingly notified of the same.

3.3 You agree that you will not allow any log-in to be used by more than one Authorised User and you confirm that you will use reasonable endeavours to ensure that each Authorised User keeps their password confidential and secure in accordance with current cyber-security best practice.

3.4 You are solely responsible for procuring and maintaining adequate network connections and telecommunications links enabling you to access and use the Software. We are 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 text message delays, and you acknowledge that the Software may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

3.5 We reserve the right to carry out maintenance at such times as may be necessary at our discretion but will endeavour to give you advance notice where possible.

3.6 We do not warrant that your use of the Software will be uninterrupted or error-free; nor that the Software, and/or the information obtained by you through the Software will meet your requirements.

3.7 You must not access, store, distribute or transmit any viruses, or any material during the course of your use of the Software that:

3.7.1 is unlawful, harmful, threatening, defamatory, obscene, harassing or offensive;
3.7.2 facilitates illegal activity;
3.7.3 depicts sexually explicit images;
3.7.4 promotes unlawful violence;
3.7.5 is knowingly discriminatory; or
3.7.6 causes or may cause damage or injury to any person or property and we reserve the right, without liability to you, to remove any Client Data or other material that, in our reasonable opinion, breaches the provisions of this clause.

3.8 You will be able to upload Client Data into the Software, provided you have an existing adequate and accurate database.

3.9 You own and retain all rights, title and interest in and to all of the Client Data and will have sole responsibility for its legality, reliability, integrity, accuracy and quality.

3.10 You are responsible for backing up any Client Data and we recommend you do so regularly. We cannot be held liable for any loss of such Client Data, unless this is caused by our negligence.

3.11 The software allows users to link their account with Google Calendars, so that Fintrano jobs can automatically be added to a Google Calendar. The integration with Google Calendar is optional and only used for improving the user’s experience by synchronizing job events. Users are responsible for ensuring they have permission to integrate their Google account for business purposes, if applicable.

4. Payment

4.1 The Software is commercially licensed software. It is not open-source, freeware or shareware.

4.2 You will be required to pay an ongoing monthly fee, subject to the agreed minimum fee, as set out in the order confirmation.

4.3 You can choose to adjust your chosen plan at any time during the Contract term by notifying us in writing, if your requirements increase or decrease. We will adjust your pricing accordingly within the next monthly fee.

4.4 All payments are due monthly in arrears. Invoices can be provided on request.

4.5 We reserve the right to review our fees periodically and will provide you with a minimum of 30 days’ notice before such change will take effect.

4.6 Fees will be charged pro rata in the event of termination part way through a calendar month in accordance with clause 6.

4.7 All fees and charges payable under this Contract are exclusive of VAT (where applicable).

4.8 The time for payment is of the essence of the Contract. If you fail to make any payment to us by the due date then, without prejudice to any other right or remedy available to us, we will have the right to suspend your access to the Software and charge you interest on a daily basis at the rate of 8% per annum above the Bank of England base rate from time to time, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, both before and after judgment. We will also charge for any costs we may incur in attempting to recover any outstanding debt.

4.9 If any payment becomes overdue for a period of 60 days or more, we will terminate your account and irretrievably delete any Client Data contained in the Software.

5. Intellectual Property Rights

5.1 Once the Contract is formed, we will immediately grant you a limited, non-exclusive, non-transferrable licence to use our Software solely for your own internal business operations, within the bounds of these Terms and Conditions.

5.2 The Software, together with any and all intellectual property rights of whatever nature which now or in the future subsist in the Software, is and will remain our property. This Contract does not constitute a sale of the original Software or any copies of it.

5.3 You must not:

5.3.1 attempt to copy, modify, duplicate, create derivative works from, reverse compile, disassemble, reverse engineer, frame, mirror, republish, transmit, or distribute all or any part of the Software in any form or media or by any means;
5.3.2 access all or any part of the Software in order to build a product or service which competes with the Software;
5.3.3 vary, delete or obscure any notices of proprietary rights, means of identification or restrictions on or in the Software;
5.3.4 sub-license, sell, rent, lease, transfer, assign, distribute or otherwise commercially exploit or make the Software available to any third party except the Authorised Users; or
5.3.5 attempt to obtain, or assist third parties in obtaining, access to the Software other than as provided under this clause 5.

5.4 You must use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software and, in the event of any such unauthorised access or use, you must promptly notify us.

5.5 We will defend, at our own expense, any claim brought against you alleging that the use of the Software infringes the intellectual property rights of a third party and we will pay all costs and damages awarded or agreed to in settlement of such a claim, provided you:

5.5.1 provide us with prompt written notice of the alleged claim;
5.5.2 provide us with reasonable assistance in respect of the claim;
5.5.3 and give us the sole authority to defend or settle the claim.

5.6 We will have no liability for any such claim resulting from any modification of any part of the Software by any party other than us or an authorised agent of ours.

6. Termination

6.1 Either party may terminate the Contract at any time by giving the other party 30 days’ written notice.

6.2 Either party may terminate the Contract immediately by giving written notice to the other, if the other party commits any serious breach of any term of this Contract and (if the breach is capable of being remedied) has failed to remedy the breach within 7 days after receiving a written request from the other party to do so.

6.3 The Contract cannot otherwise be cancelled or terminated and in this event, no refund will be provided and the Software will remain available to you until the end of the termination notice period.

6.4 Upon termination, your access and licence to use the Software will cease immediately and we will irretrievably delete any Client Data contained within the Software.

6.5 Termination of this Contract for any reason will not affect any accrued rights or liabilities of either party and it will not affect the continuance in force of any provision in this Contract which is expressly or by implication intended to continue after such termination.

7. Liability

7.1 Nothing in these Terms and Conditions excludes or seeks to exclude our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.

7.2 Except as provided in clause 7.1 above, we will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained in the Contract, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our employees, agents or otherwise) in connection with the performance of our obligations under the Contract.

7.3 All warranties or conditions whether express or implied by law are expressly excluded to the maximum extent permitted by law.

7.4 In the event of a breach by us of our express obligations under these Terms and Conditions, your remedies will be limited to damages, which in any event, will not exceed the fees paid by you for the use of the Software in the 3 months preceding the date on which the alleged claim arose.

7.5 You are wholly responsible for the Client Data you input to the Software and for the results and information obtained from this. We accept no liability for your use of the information obtained by using the Software.

8. Confidentiality

The parties agree that they will not use any confidential information provided by the other, except to perform their obligations under the Contract. Each party will maintain the confidential information’s confidentiality and will not disseminate it to any third party, unless so authorised by the other party in writing. 

9. Data Protection

9.1 All personal information that we may process will be collected, used and held in accordance with the provisions of the Data Protection Act 2018, the UK General Data Protection Regulation and any amendments to them.

9.2 You agree that you will also comply with current data protection legislation in force from time to time. In particular, in relation to Client Data, you warrant that you have obtained the appropriate consents from any individual whose personal data will be uploaded to the Software. We will have access to the Client Data but will use this only to perform our obligations under the Contract.

9.3 For further information, please refer to our Privacy Policy, which is available on our Website.

10. Force Majeure

Neither party will be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. 

11. Notices and Communications

11.1 We may revise these Terms and Conditions from time to time. Revised Terms and Conditions will apply to the use of our Software from the date the new version is published on our Website. Please check our Website regularly to ensure you are familiar with the current version.

11.2 Notices will be deemed to have been duly received and properly served 24 hours after an email is sent or three working days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that it was properly addressed to the address provided, stamped and placed in the post and in the case of an email, that it was sent to the specified email address of the addressee.

12. Other Important Terms

12.1 We may transfer (assign) our obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party (if for example, if we sell our business). If this occurs, we will inform you in writing. Your rights under these Terms and Conditions will not be affected and our obligations under these Terms and Conditions will be transferred to the third party who will remain bound by them.

12.2 You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without our express written permission.

12.3 Each party acknowledges that, in entering into this Contract, it does not rely on any representation, warranty or other provision except as expressly provided in this Contract. This Contract constitutes the entire Contract between you and us with respect to its subject matter and supersedes all proposals, representations, understandings and prior Contracts, whether oral or written, and all other communications between us relating to that subject matter.

12.4 The Contract is between you and us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.

12.5 Any part of these Terms and Conditions found to be unlawful, invalid or otherwise unenforceable would be severed from our Contract. The validity and enforceability of the remaining parts of the Contract would not be affected.

12.6 If any rights under these Terms and Conditions are not exercised or enforced following a breach of contract by either party, this does not mean that either of us has waived our right to do so at a later date.

13. Law and Jurisdiction

13.1 These Terms and Conditions and the relationship between you and us (whether contractual or otherwise) will be governed by, and construed in accordance with, the laws of England and Wales.

13.2 Any dispute, controversy, proceedings or claim between you and us relating to the Contract or these Terms and Conditions (whether contractual or otherwise) will be subject to the jurisdiction of the courts of England and Wales.