Welcome to the Myolla’s terms and conditions. We hope you are enjoying your visit to our Site and find the content and services useful. Please note that by using this Site you (the User) agree to be bound by the terms and conditions set out below. This Site is targeted at businesses only and if you are not a business or do not agree to be bound by these terms and conditions please refrain from using or accessing this Site. You must read and accept all of the terms and conditions of business contained herein together with our Privacy Policy before you may use or access the Site in any way
1. Introduction
1.1 Myolla offers a cloud-based booking system for businesses called Medusa Software. “Myolla” is a trading name of Myolla Limited, a company registered in Scotland (company number SC702915) with the registered office at 38 Viewpark Drive, Rutherglen, G73 3QD.
1.2 By using this Site, subscribing to services and/or placing an Order you agree to be bound by the terms and conditions set out below. If you do not agree to be bound by these terms and conditions below, please do not use or access this Site. You must read and accept all of the terms and conditions contained herein before you may use or access the Site in any way.
1.3 These terms and conditions constitute the entire terms and conditions upon which Myolla provides the Service and upon which the Client agrees to contract for the use of the Service except where specifically varied by written agreement by Myolla on its order Confirmation. They supersede any written or oral representations, statements, understandings or agreements.
1.4 From time to time, it will be necessary to update the terms and conditions and you agree to be bound by the new terms and conditions after the implementation date for the revised terms and conditions.
Definitions
In this Agreement;
“Agreement” means these terms and conditions together with the Client’s Order as confirmed in Myolla Order Confirmation.
“Client” means company, partnership, sole trader or other business legal entity who registers and subscribes to the Subscription Services to use the Medusa Software as described in the Order Confirmation.
“Client Usage Policy” means the usage first agreed and subject to amendment after the service has commenced based on the actual usage and capacity subject to an adjustment in price for the actual capacity used by the Client.
“Completed Order” means a successful subscription in terms of the Order Confirmation.
“Customer “means the Client’s customer and the End User of the Service.
“End User” means the Client customer and is the user or end user of the Service.
“End User Responsibilities” means the Clients responsibilities to communicate to the End User the responsibilities outlined in this agreement with regards the use and treatment of the Service.
“Information” means any and all material contained in this Site.
“Intellectual Property” means any patent, invention, copyright, database right, registered or unregistered design, trademark belong to the Medusa Software (whether registered or unregistered), trade name, logo, trade secrets, know-how or other industrial or intellectual property right subsisting anywhere in the world, and applications for any of the foregoing, together with the goodwill thereon.
“Order” means the Clients instruction to Myolla to proceed with the Service.
“Order Confirmation” means the email acceptance sent by Myolla following receipt of the Client’s Order.
“Stripe” means the online method of payment provided through our third-party provider Stripe and subject to their terms and conditions.
“Subscription Services” means the purchase of a license from Myolla Ltd to use the booking service to be paid on a monthly basis as fully described on the Site.
“the Contract Price” means the price for the Service as set out in the Order Confirmation, can be paid through monthly a Subscription Service or an annual payment option as fully described on the Site.
“the Client Plan” means the type of plan or package chosen by the Client includes three options; Starter Plan, Step up Plan, Evolution Plan, and The Works Plan.
“the Service” means the provision of the booking software via the Site.
“the Service Commencement Date” shall be the date the Service is available as set out in the Order Confirmation.
“the Site” means the Myolla Website operating under the domain name of www.myolla.com.
“the User” means anyone who browses the Site.
“Trial Period” means the trial period to use the Service, free of charge for up to a period of 30 days, thereafter the Service will be charged for on a monthly basis. Please note the Starter Plan is the only Client Plan with an option to trial the service.
“Working Day “means within the hours of 9.00am to 5.00pm, GMT Monday to Friday only, not including weekends, bank or statutory holiday.
“Writing” includes any email correspondence.
2. Service provision
2.1 Myolla will provide an order Confirmation for all orders placed but reserves the right to accept or reject any Order at its sole discretion.
2.2 Myolla will use all reasonable endeavours to provide the Service as described on the Site.
2.3 Myolla may at any time amend the Service for any reason including, but not limited to, technical, legal or business reasons.
2.4 Myolla encourages any potential Clients to contact Myolla if a more complex Service. You can contact us by email at hello@myolla.com.
2.5 By way of online support Myolla may provide online videos available at www.myolla.com.
2.6 Myolla offers monthly payment arrangements or an annual payment option as fully described on the Site.
2.7 The Client is expected to be a business and Myolla reserve the right to verify the veracity of the subscription and the company’s credentials.
2.8 The minimum contract duration is of 30-days rolling monthly contract.
2.9 Myolla will also provide newsletter services to the Client offering our Clients Service updates via the newsletter.
2.10 With regards to the Client content after cancellation of Services please note;
2.10.1 all Client data will be held for 12 months and duly destroyed thereafter.
2.10.2 in the event the Client resumes the use of the Service and requires restoration of Client content will be viewed as an additional service and charged to the Client in advance of commencement of Service.
2.11 The Client cannot downgrade the service; however the Client can upgrade to a different Client Plan only. The Client can contact Us if there is a query regards to downgrading by contacting us on hello@myolla.com;
2.12 The Client must accept the latest upgraded version of the Medusa Software; we will not host multiple versions of the Software.
3. Proprietary Intellectual Rights
3.1 All Intellectual Property Rights in the materials on this Site (as well as the organisation and layout of this Site) together with the underlying Medusa Software code is owned by Medusa Software Ltd. Medusa Software Ltd has licensed the Intellectual Property to Myolla Ltd. Myolla is permitted to license the Intellectual Property to its Clients for use. Nothing in these terms and conditions transfers to you the Client any rights of ownership of such intellectual property rights or constitutes a license to use such intellectual property rights other than to the extent expressly set out in these terms and conditions. Without Our prior written permission, you may not copy, modify, alter, re-engineer, publish, broadcast, distribute, sell or transfer any material on this Site or the underlying Medusa Software code whether in whole or in part.
3.2 All intellectual property rights arising out of this Agreement shall vest in Myolla. The Client is granted a non-exclusive, non-transferable, royalty-free license to use that intellectual property for the purposes envisaged by the Agreement.
3.3 All Client-owned content and materials including all pre-existing Trademarks shall remain the sole property of the Client or its respective suppliers and the Client or its suppliers shall be the sole owner of all rights in connection therewith. The Client hereby grants to Myolla a nonexclusive, non-transferable license to use, reproduce, modify, display and publish the Client-owned content and materials solely in connection with the Work.
3.4 Nothing in this Agreement shall be taken to prevent us from using any expertise acquired or developed during the performance of this Agreement in the provision of services to other parties. Myolla retains the right to use Intellectual Property content for marketing use including the Client’s logo and brief description of the service.
4. Basis of Use of the Site
4.1 The Client agrees to the following;
4.1.1 that you understand, acknowledge and accept the exclusion of liability and disclaimer provisions contained hereafter;
4.1.2 that you will only view the Information on the Site for your own private purpose and will not publish, reproduce, store or retransmit any of the information contained in the Site at any time; fully described on the Site.
4.1.3 that you shall not use the Information for any unlawful purpose or in any unlawful manner;
4.1.4 that you shall not use the Site or the Information in any manner which may constitute an infringement of any third-party rights (including but not limited to rights of copyright, trademark or confidentiality);
4.1.5 that you shall not run any tools – other than those tools provided by Myolla – on the Site that systematically retrieve web pages for offline or online viewing; whether it be for personal, commercial, experimental, experimental, educational or any other use;
4.1.6 to use the correct and updated browser necessary to use the service.
4.1.7 that all intellectual property rights (including without limitation copyright, trademarks and all other rights) whatsoever in the Information and the Site shall remain vested in Myolla at all times;
4.1.8 that you will indemnify and keep indemnified Myolla against all claims, liabilities, damages, costs and expenses including legal fees arising out of any misuse of the Information or the Site or breach of your obligations under his agreement.
5. Client Obligations
5.1 No Agreement in respect of any Services shall exist between us and you until your Order has been accepted by us by means of an Order Confirmation (whether or not funds have been deducted from your account). If we do not accept your offer and funds have already been deducted, these will be fully refunded.
5.2 Orders must be submitted electronically via the Site. To do so, you will be required to follow the online subscription process. When doing so, you will be required to register with us and complete certain required fields on a form. This may include the provision of security information such as your identification details and password(s). You agree that you will be responsible for ensuring that such security information is kept secure and confidential at all times. You must inform us immediately if you become aware of or suspect any unauthorised use of these security details or if they become available to an unauthorised party.
5.3 By subscribing, you hereby warrant that all information submitted by you is true, current and complete. Myolla Ltd reserves the right to verify the eligibility of all subscribers.
5.4 The Client will have the option to register for the Service through social providers including
Facebook, Google and Microsoft. The Client must be aware this single sign-on option means the Client will register via the social provider’s terms and conditions. The Client understands and agrees that in addition to registering with any social provider, the Client will be required to contract with Myolla’s via their terms and conditions.
5.5 The Client shall pay the charges for the Service in accordance with clauses 8 and 9 below.
5.6 The Client will be responsible for obtaining and holding all consents, licenses, permits and other similar instruments applicable to material it supplies to Myolla in connection with provision of the Service, including without limitation copyrights, trademarks, logos, patents and all such similar instruments.
5.7 The Client warrants and represents to Myolla that any element of text, graphics, photos, designs, trademarks or other material supplied to Myolla for inclusion in the Service are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements and that Myolla use of such material shall not infringe the intellectual property rights of any third party.
5.8 Without prejudice to its rights in terms of Clause 10 hereof, Myolla is entitled to suspend or terminate the Client’s use of the Service if the Client fails to comply with any of its obligations under clauses 4, 5, 7 and 8 herein.
5.9 The Client agrees to provide Myolla with all necessary information required as stated in the Site or outlined in writing with regards any bespoke Service.
5.10 Myolla may terminate provision of the Service immediately if the Client becomes insolvent or input into liquidation or administration or otherwise ceases to carry on business.
5.11 In the event the Client terminates the Service before the 30-day period, the Client will be liable to pay the full Contract Price.
5.12 Training services offered to Clients are subject to the following additional terms and Conditions:
5.12.1 training may be delivered by way of online webinars and tutorials found on the Site.
5.13 Where applicable, the Client acknowledges and confirms they understand their End User Responsibilities (the Customers responsibilities) and agrees to be bound by such terms outlined in this Agreement.
5.14 In the event the Customer wants to amend their file details or bookings, it is the Clients responsibility to make such amendments as part of the service offered by the Client.
5.15 In the event the Client wants to use the Myolla Service via social media or their website. Myolla will provide the code allowing the Client to “cut and paste”, the Myolla code into the appropriate digital platform.
5.16 Myolla owns all domain names and the Client has no right to access or ownership at any point during or post contract.
5.17 Due to the nature of the Service, no refund is offered by Myolla.
5.18 For any international transactions, the Client is responsible for paying all relevant export or customs charges including local taxes and any applicable export duties.
5.19 The following items must not be purchased or sold using the Service:-
5.19.1 pornographic items of any type.
5.19.2 recreational drugs of any kind, including but not limited to, seeds, smoking pipes and ‘legal highs’.
5.19.3 weapons including, but not limited to, knives, firearms, air powered guns or rifles and coshes.
5.19.4 live animals of any kind (including fish, reptiles, amphibians or insects).
6. Medusa Consultancy Services
All Consultancy Services (including training) will be delivered through Medusa and subject to Medusa’s additional Terms and Conditions.
7. Subscription Plan (Starter Plan)
7.1 The Starter Plan is subject to the following additional terms and conditions.
7.2 The Client must be aware that their use of our entry level Client Plan access may be accompanied by the use of advertising on the Site. The advertising facility is an inherent part of the entry level Version of the Service.
7.3 From time to time we may request the Client s feedback on this Subscription Services including usability questionnaires and/or your opinion of the Service.
8. Service charges
8.1 Charges for the Service shall be based upon the Client paying for the Service in advance.
8.2 The prices charged initially shall be those stated on the Site and confirmed in the Confirmation provided to the Client.
8.3 No Service will commence until payment has been received.
8.4 Myolla reserves the right to change prices or institute new charges for use of the Service at any time by posting changes on the Site and by providing 30-days notice in respect of existing Clients.
8.5 Myolla may offer support of any migration of Client content. However, this service will be charged for as an additional service subject to assessment of the work, Myolla will be the sole arbiter of this issue.
8.6 Myolla reserves the right to suspend the Service if any payment has not been received within 14 days of the date due or after three attempts to contact you the Client with Regards to the outstanding payment. We also reserve the right to pass your Client Agreement with a reputable debt recovery agency and you shall reimburse us on demand for all costs, expenses and losses associated therewith (including lost profit) or enter the small claims process to recover payments due if necessary.
9. Payment of Service charges
9.1. Prices exclude VAT which shall be added and charged at the prevailing rate. We accept payment in British pounds sterling only.
9.2 All payments are made through Stripe. The Agreement is based upon the Client paying in full the initial payment in advance of our acceptance of the Client’s Order, prior to the Service commencing.
9.3 You confirm that the credit/debit card that is being used is yours. All credit/debit cardholders are subject to validation checks and authorisation by the card issuer. If the issuer of your card refuses to authorise payment we will not accept your Order and we will not be liable for any delay or non- delivery and we are not obliged to inform you of the reason for the refusal. We are not responsible for your card issuer or bank charging you as a result of our processing of your credit/debit card payment in accordance with your Order Confirmation.
9.4 Where payments have lapsed for any reason, there will be an admin fee charged to you at the discretion of Myolla.
9.5 The Client shall not be entitled by reason of any set-off, counter-claim, abatement, or other deduction to withhold payment of any amount due to Myolla. All payments made are non- refundable.
9.6 The Client will be charged for services (post Trial Period) on a monthly basis.
10. Termination
10.1 Myolla shall be entitled to suspend the Service in accordance with clause 5.7 and 8.6.
10.2 Without prejudice to any other rights to which it may be entitled, Myolla may terminate provision or use of the Service respectively with immediate effect if the Client commits any material breach of any of the terms of the Agreement and the breach remains un-remedied after thirty days of the Client being notified by Myolla of the breach and of Myolla intention to terminate unless the breach is remedied.
10.3 Due to the nature of the Service, the Client may terminate at any time but will be liable for the outstanding amount based on a 30-day rolling contract period.
10.4 Myolla may terminate provision of the Service immediately if the Client becomes insolvent or input into liquidation or administration or otherwise ceases to carry on business.
10.5 Myolla reserves the right to terminate if the Client fails to adhere to ASA and CAP regulations.
10.6 The Client must be aware that the landing page will be no longer available following termination of the Service.
10.7 Myolla will not tolerate Client being rude or offensive or otherwise abusing the Myolla Service in any way and reserves the right to terminate the Service with immediate effect as a result of such behaviour (at Myolla discretion).
11. Technical Support
11.1 The Client is encouraged to contact us within Working Hours by email at hello@myolla.com click ‘support’, chose technical or available on the Site under online support.
11.2 Unless otherwise agreed where you have contracted as a Client and you have also contracted for technical support (as set out in the Order Confirmation), we will for the duration of this Agreement:
11.2.1 endeavour to achieve a response time of 4 hours unless otherwise agreed in the Order Confirmation (time not being of the essence); however the response time may alter if a technical issue is more complex. The Technical Support will be generally available between 9.00am and
5.00pm, Monday to Friday (excluding public holidays or statutory holidays and weekends).
11.2.2 the fix time will depend upon the complexity of the Client issue; however we will endeavour to resolve the problem as soon as is necessary (time not being of the essence).
11.3 PROVIDED THAT we shall not be required to provide Technical Support or shall (at our sole discretion) be entitled to provide a Technical Support only as we may agree with you, where a defect has arisen and/or support is required as a result of you or a third party altering, modifying or in any altering the System.
11.4 Where the Client has contracted for a different level of Technical Support from Myolla
(separately from any other third-party support service), such bespoke support will be chargeable and will be set out in writing and agreed with the Client prior to any commencement of Services.
11.5 In cases where the Client has used the support services in excess of that initially agreed; the Client will be asked to consider a bespoke level of service more suited to their needs, subject to Myolla Client usage policy, Myolla to be the sole arbiter of this issue.
12. Disclaimer and Limitation of Liability
12.1 The Client uses the Service at its own risk and in no event shall Myolla be liable to the Client for any direct, consequential, incidental or special damage or loss of any kind (except personal injury or death resulting from Myolla negligence) including, but not limited to, loss of profits, loss of contracts, change in Client s business circumstances, business interruptions, loss of money, the
Client’s identity theft , brand damage, loss of or corruption of data or the Client’s inability to use the Service, however caused and whether arising under contract or tort, including negligence or otherwise except as expressly provided herein.
12.2 If any exclusion, disclaimer or other provision contained in this Agreement is held to be invalid for any reason by a court of competent jurisdiction and Myolla becomes liable thereby for loss or damage that may lawfully be limited, such liability whether in contract, tort (including negligence
but specifically excluding personal injury or death resulting from Myolla negligence) or otherwise, will not exceed the total charges paid by the Client in the one month preceding such liability arising.
12.3 The Client must make every effort to secure their username, passwords and key phrase details and should not under any circumstance disclose their username and password and key phrase details to a thirdparty or by an email request. Myolla, nor its directors, employees or representatives will be liable for damages arising out of or in connection with the use of this Site or the Software or information, content, materials or products included on this site. This is a comprehensive limitation of liability that applies to all damages of any kind.
12.4 It is the Clients responsibility to maintain update browser, firewall or anti-virus and anti- spyware software. The Client must protect their Computer and ensure they update all security software by downloading the latest security patches from relevant software provider.
12.5 The Client is responsible for maintaining and uploading appropriate content to the Client policy area. All content stored here is solely the responsibility of the Client. This includes storing any Customer personal data. WE RECOMMEND THE CLIENT DOES NOT STORE ANY PERSONAL OR SENSITIVE DATA BELONGING TO THE CUSTOMER WITHIN THE CUSTOMER POLICY AREA OR ANY AREA WHERE THE CLIENT CAN UPLOAD INFORMATION.
12.6 The Client must choose the package suitable to them and ensure the details and content inputted is factually correct. This includes their company’s VAT (value added tax) status.
12.7 The Client is fully responsible for the Customer’s use of the Service, including access to the booking link, so the Customer can use the Service both through their website or via social media.
12.8 Myolla cannot be responsible with regards to any third-party payment provider refusal to engage with the Client. Each Client acknowledges they contract with the third-party payment provider based upon their terms and conditions, for example contracting with Stripe or any such service provider.
12.9 Myolla cannot guarantee 100% uptime and endeavours to provide services as described on the Site.
13. Indemnification
13.1 The Client shall indemnify Myolla and keep us indemnified against any liability to any third- party arising out of or connected with the Client’s use of the Service.
13.2 The Client hereby indemnifies and holds harmless Myolla against all claims, demands, losses, damages, costs or expenses howsoever arising incurred by Myolla in connection with the Agreement as a result of a breach by the Client of any provision of this Agreement, including but not limited to, any law or regulation and/or as a result of any third-party legal action or threatened action or a breach of the Data Protection Laws provided that such liability was not incurred by Myolla through any default in performing its obligations under the Agreement.
13.3 Myolla will accept no liability for losses arising from the Clients interpretation of any advice given to the Client during the use of the Service.
14. Warranty given by Myolla
Myolla undertakes to use reasonable skill and care in providing the Service as described on the Site.
15. Force Majeure
15.1 Myolla shall not be liable to you or be deemed to be in breach of the Agreement by reason of delay in performing, or any failure to perform, any of our obligations in relation to the Service if the delay or failure was beyond our reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond our reasonable control:
15.1.1 act of god, explosion, flood, tempest, fire or accident; weather, war or threat of war, sabotage, pandemic flu or virus, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures or any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions, power cuts or trade disputes (whether involving our employees or of a third party); or difficulties in obtaining the System, labour, fuel, parts or machinery.
15.2 Myolla cannot be held responsible for any technical problems, external circumstances preventing suppliers delivering against deadlines or preventing delivery of thirdparty against agreed commitments including Hosting or other such third-party services.
16. Statutory Information
This Site is owned and operated by: Myolla Ltd registered office at
38 Viewpark Drive
Rutherglen, G73 3QD.
Email: hello@myolla.com
Website: www.myolla.com
17. Privacy
See Privacy Policy
18. Assignation
Myolla Ltd shall be entitled to subcontract, assign or transfer our obligations or rights to a competent third party or to any associated company whether in whole or in part. The Client may not assign or transfer any of your rights or obligations without our written consent.
19. Miscellaneous
These Conditions contain all the terms of your agreement with us relating to your use of this Site. No other written or oral statement (including statements in any brochure or promotional literature published by us) will be incorporated. Your use of this Site, any downloaded material from it and the operation of these Conditions shall be governed by, construed and interpreted in accordance with the law of Scotland and you agree to submit to the exclusive jurisdiction of the Scottish courts.
20. General
20.1 Failure or delay by Myolla in enforcing any term of the Agreement shall not be construed as a waiver of any of its rights under it.
20.2 The illegality, invalidity or unenforceability of any part of this Agreement will not affect the legality, validity or enforceability of the remainder. The Copyright is owned by Create Ts and Cs, www.createtsandcs.com. All content and materials is the sole property of the Create Ts and Cs. Create Ts and Cs, hereby grants Myolla Ltd, a nonexclusive, non-transferable license to use and display, Create Ts and Cs-own both the content and materials solely in connection with the Work.