Revised: 2021-05-28
Original: 2020-04-16
1.1 You and Mercenta : When we say you or your, we mean both you and any organisation, entity or firm you’re authorised to represent. When we say Mercenta, we, our or us, we’re talking about the Mercenta entity you contract with and pay fees to based on the Mercenta product you’re using.
1.2 Our services :Our services consist of all the services we provide now or in the future, including our online, mobile and desktop portal which may be updated from time to time. For new or updated services, there might be additional terms. We’ll let you know what those terms are before you start using those services. We frequently release new updates, modifications and enhancements to our services, and in some cases discontinue features. Where this occurs, we’ll endeavour to notify you where practical (for example, by email, on our blog, or within our services when you signin).
1.2 Changes :We may need to update these terms from time to time. Where a change is significant, we will contact you via email. For new or updated services, there might be additional terms. We’ll let you know what those terms are before you start using our services. We frequently release new updates, modifications and enhancements to our services, and in some cases discontinue features. Where this occurs, we’ll endeavour to notify you where practical (for example, by email, on our blog, or within our services when you signin).
1.3 Consent :By using our services, you hereby consent to our Terms of Service and agree to its terms.
In this section we explain how to subscribe to Mercenta and use our services.
2.1 Creating a subscription : When you first create a subscription to use our services and accept these terms, your Organisation becomes a subscriber and you will be assigned the role of Organisation Administrator.
2.2 Organisation Administrator : The Organisation Administrator will take responsibility for your organisation's relationship with Mercenta and fully controlling how the subscription is managed, and the configuration of your own portal. Such configuration also includes the portal's security settings and the users who are allowed to access your portal.
2.3 Organisation User : The Organisation Administrator, or any user that the Organisation Administrator authorises, can invite Organisation Users into a subscription. Organisation Users must also accept these terms to use our services. The Organisation Administrator can configure the security settings for all Organisation Users and is responsible for resolving any disputes with any Organisation Users over access to your portal and for monitoring the activity of the user within the subscription.
2.4 The right to use our services : Whether you’re an Organisation Administrator or an Organisation User, we grant you the right to use our services (based on your subscription type, your user permissions and the level of access you’ve been granted) for as long as the subscriber continues to pay for the subscription, or until the subscription is terminated, or – if you’re an Organisation User – until your access is revoked.
Whatever your role, when you use Mercenta you agree to follow the rules outlined below:
4.1 Ownership : Unless otherwise stated, we own the intellectual property rights for all our services. This includes rights in the design, compilation, and look and feel of our services. It also includes rights in all copyrighted works, trademarks, designs, inventions, and other intellectual property.
4.2 All intellectual property rights are reserved : You agree not to copy, distribute, modify, republish, sub-license or make derivative works of any of our content or use any of our intellectual property rights in any way not expressly permitted by us.
5.1 Subscription based pricing : Unless you’re in a free trial or other offer period, you’ll need to pay for a subscription based on the pricing of your selected plan. The pricing details and other terms of your subscription are explained when you select your plan.
5.2 Trial, no-charge and preview subscriptions : When you first sign up, you can opt for a free trial, or limited free service based on the terms specified at the time. If you choose to continue using our services after the trial, you’ll be billed when you add your billing details into our services. If you choose not to continue using our services following a trial, you may delete your organisation. Occasionally we may offer a service at no charge – for example a preview feature or service or a time-limited trial account. Because of the nature of these services, you use them at your own risk.
5.3 Subscription Fee : Your use of our services generally requires you to pay a monthly subscription fee based on your subscription type and invoicing, payment, auto-renewal and cancellation terms. We may amend such fees and terms from time to time. Our current subscription plans are listed on our Pricing Section
5.4 Taxes: Our subscription fees exclude transactional taxes (like VAT and GST). You are responsible for paying all other external fees and taxes associated with your use of our services wherever levied.
5.5 On time payment : You need to make timely payments based on the Subscription Fee that you have selected. If we don’t receive timely payments, we may suspend access to your accounts until the payment is made.
6.1 PrivacyWe respect your privacy and take data protection seriously. In addition to these terms, our Privacy Policy sets out in detail how we collect, process and use your the personal data that you enter into Mercenta, including the personal data of others (such as your customers, suppliers and employees) that you enter into Mercenta.
6.2 Use of data : You grant us a licence to use, copy, transmit, store, analyse, and back up all data you submit to us through our services, including personal data of yourself and others, to enable you to use our services, to allow us to improve, develop and protect our services, and to communicate with you about your subscription.
6.3 Data breach notifications : Where we think there has been unauthorised access to personal data inside your subscription, we’ll let you know and give you information about what has happened. Depending on the nature of the unauthorised access, and the location of your affected contacts, you may be required to assess whether the unauthorised access must be reported to the contact and/or a relevant authority. We think you're best placed to make this decision, because you’ll have the most knowledge about the personal data stored in your subscription.
6.4 Confidential information : While using our services, you may share confidential information with us, and you may become aware of confidential information about us. You and we both agree to take reasonable steps to protect the other party’s confidential information from being accessed by unauthorised individuals. You or we may share each other’s confidential information with legal or regulatory authorities if required to do so.
6.4 Data Entry : You also agree not to use free-form fields in any of Mercenta’s systems or services to store personal data, (unless it’s a field explicitly asking for personal data - like a first name or last name) credit card details, tax identifiers or bank account details.
7.1 Outsourced Authentication : Due to the growing complexity and rapidly evolving technology driven by increasingly sophisticated threats, Mercenta has adopted Open ID Connect (OIDC) standard for authentication which securely authenticates billions of users everyday. The OIDC standard defines an Identity Provider who responsible for authenticating users and providing services like Mercenta with Access Token which confirms that the user has been successfully authenticated.
7.2 Selection and Configuration of Identity Provider:Subscribers can choose any OIDC-compliant Identity Provider including : third-party services, use their own own cloud or on-premise infrastructure, or use Mercenta's own Identity Provider. The subscriber will take responsibility (meaning we’re not liable) for choosing the Identity Provider for your Organisation and ensuring that it is configured correctly and hardened against attacks. We strongly encourage you to use all optional security features provided by your Identity Provider including multi-factor authentication, password strength and rotation rules.
7.3 Authorisation : Mercenta provides a highly configurable Resource-Based Access Control system which determines authorisation based on a combination of the User's Role, their granted Permissions, and the specific resource being accessed. The Organisation Administrator, or whoever assigned by the Organisation Administrator, is responsible (meaning we’re not liable) for granting and revoking Permissions for their Organisation Users and preventing unauthorised access.
7.4 Security safeguards : We’ve invested in technical, physical and administrative safeguards to do our part to help keep your data safe and secure. While we’ve taken steps to help protect your data, no method of electronic storage is completely secure and we cannot guarantee absolute security. We will notify you if there appears to be unauthorised access to your account and we may also restrict access to certain parts of our services until you verify that access was by an authorised user.
7.5 Breach of securityIf you realise there’s been any unauthorised use of your password or any breach of security to your account or email address linked to your account, you need to let us know immediately.
8.1 Availability : We strive to maintain the availability of our services, however due to the nature of the internet and distributed nature of the interconnected systems, you may experience issues accessing your data, or experience planned and unplanned downtime. In the case of planned downtime we will inform you ahead of time that system maintenance is scheduled.
8.2 Data loss : While every commercial effort will be taken to minimise data loss, loss of data is an unavoidable risk when using any technology. You’re responsible for maintaining copies of your data entered into our services.
8.3 No compensation : Whatever the cause of any downtime, access issues or data loss, your only recourse is to discontinue using our services.
8.4 Help and support : If you have a problem, or require support, you may submit a ticket to our in-app support tool or contact us directly at support@mercenta.com. Only share private information if you’re happy for others to know it, and don’t post or send anything you don’t have the right to share.
9.1 Term : Your subscription continues for the period covered by the subscription fee paid or payable. At the end of each billing period, these terms automatically continue for a further period of the same duration as the previous term, provided you continue to pay the subscription fee in accordance with the pricing plan.
9.2 Termination : You may choose to terminate your subscription at any time by providing one month's written notice in advance. You’ll still need to pay all relevant subscription fees up to and including the day of termination. Mercenta may choose to terminate your subscription at any time by providing you with one month's written notice in advance. Mercenta may also terminate or suspend your subscription or access to all or any data immediately if:
9.3 No refunds : No refund is due to you if you terminate your subscription or we terminates it in accordance with these terms.
10.1 You indemnify us: You indemnify us against all losses, costs (including legal costs), expenses, demands or liability that we incur arising out of, or in connection with, a third-party claim against us relating to your use of our services or any third-party product (except as far as we’re at fault).
10.2 Disclaimer of warranties : Our services and all third-party products are made available to you on an “as is” basis. Subject to the Exclusion below, we disclaim all warranties, express or implied, including any implied warranties of non-infringement, merchantability and fitness for a particular purpose.
10.3 Limitation of liability : Other than liability that we can’t exclude or limit by law, our liability to you in connection with our services or these terms, in contract, tort (including negligence) or otherwise, is limited as follows:
Most of your concerns can be resolved quickly and to everyone’s satisfaction by contacting our support team. If we’re unable to resolve your complaint to your satisfaction (or if we haven’t been able to resolve a dispute we have with you after attempting to do so informally), you and we agree to resolve those disputes through binding arbitration or small claims court instead of in courts of general jurisdiction. You and we agree that any dispute must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
12.1 No professional advice: Just to be clear, Mercenta isn’t a professional services firm of any sort, and isn’t in the business of giving any kind of professional advice. We may provide you with information we think might be useful in running your business, but this should not be seen as a substitute for professional advice and we aren’t liable for your use of the information in that way.
12.2 Events outside our control : We do our best to control the controllables. We aren’t liable to you for any failure or delay in performance of any of our obligations under these terms arising out of any event or circumstance beyond our reasonable control.
12.3 Notices : Any notice you send to Mercenta must be sent to legalnotices@mercenta.com. Any notices we send to you will be sent to the email address you’ve provided us through your subscription.
12.4 Exclusion : In some places, there may be non-excludable warranties, guarantees or other rights provided by law (non-excludable guarantees). They still apply – these terms do not exclude, restrict or modify them. Except for non-excludable guarantees and other rights you have that we cannot exclude, we’re bound only by the express promises made in these terms. Our liability for breach of a non-excludable guarantee is limited, at our option, to either replacing or paying the cost of replacing the relevant service (unless the non-excludable guarantee says otherwise).
12.5 Excluded terms : The terms of the United Nations Convention on Contracts for the Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) do not apply to these terms.
12.6 Blocking your access, disabling your subscription, or refusing to process a payment : As our sites are global, different laws may apply in different countries that restrict our relationship with you. We may block your access, terminate your subscription, or refuse to process a payment if we reasonably believe there’s a risk - like a potential breach of a law or regulation - associated with you, your company, your subscription, or a payment. Examples of where we might do this include transactions where the payment is from a sanctioned person or country; or where we reasonably believe there is a legal or regulatory risk or a risk of loss being suffered by us or our customers or partners. You promise that you’re not located in a sanctioned country and are not on a sanctioned persons list. We may also block users from a country if we can’t receive payments from that country. You should check what payment methods are available in your country for making payments. We may take any of these actions without notice.
12.7 Relationship between the parties; assignment : Nothing in these terms is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and us, or between you and any other subscriber or user. You’re solely responsible for resolving disputes between you and any other subscriber or Organisation Users.
12.8 Changes to these terms : We sometimes will decide to change these terms of use. But don’t worry, changes won’t apply retrospectively and, if we make changes, we’ll make every effort to let you know. You can keep track of changes to our terms by referring to the version and the date last updated at the top of the terms. Generally, we endeavour to provide you with 30 days’ notice of material changes before they become effective, unless we need to make immediate changes for reasons we don’t have control over. When we notify you, we’ll do it by email or by posting a visible notice through our services. If a change isn’t material, we may not notify you. If you find a modified term unacceptable, you may terminate your subscription by giving the standard advance notice to Mercenta.
Enforcement of terms : If there’s any part of these terms that either one of us is unable to enforce, we’ll ignore that part but everything else will remain enforceable.
Interpretation : Words like ‘include’ and ‘including’ are not words of limitation and where anything is within our discretion we mean our sole discretion.