1. Introduction

Welcome to PriceMaster, an in-market pricing tool developed by Select Trade Brands Ltd. These Terms and Conditions ("Terms") govern your access to and use of the PriceMaster software and services ("Services"). By using PriceMaster, you agree to comply with these Terms. If you do not agree with these Terms, you must not use the Services.

2. Definitions

• "PriceMaster" refers to the in-market pricing tool and related services provided by Select Trade Brands Ltd.

• "User" or "you" refers to any individual or entity using the Services.

• "Select Trade Brands Ltd" or "we" refers to the company providing the Services.

• "Subscription Level" refers to the tier of service a User subscribes to, which determines the level of access and support provided.

• "Master Database" refers to the database that handles dashboard data, non-specific product information, tags, minimum margins, competitor data, non-specific rules information, non-specific price changes, URL manager, daily scrapes, non-specific data sources, users, and non-specific logs.

• "Encrypted Database" refers to the database that stores client-specific information such as product details, rules, price changes, data sources, and logs.

• "Software" refers to the Pricemaster software provided by Select Trade Brands Ltd.

• "Services" means the SaaS services provided under these Terms.

• "Confidential Information" means any non-public information disclosed by one party to the other.

3. Services Provided

• 3.1. Scope of Services: PriceMaster searches the market for competitor pricing information and integrates it into a user-friendly interface, allowing Users to make dynamic pricing decisions based on custom rules they set. PriceMaster automatically adjusts product prices on Users' websites according to these rules.

• 3.2. Service Availability: We strive to ensure that the Services are available at all times, but we do not guarantee uninterrupted access. Scheduled maintenance and upgrades, as well as unscheduled outages, may occur. We commit to a minimum uptime of 99% per month, excluding planned maintenance, and will compensate Users with service credits if this level is not met.

• 3.3 Updates and Changes: We may update, enhance, or modify the Services from time to time. Such updates may include new features or removal of existing features.

4. User Accounts

• 4.1 Account Creation: Users must create an account to access the Services. You must provide accurate and complete information during registration and keep your account information updated.

• 4.2 Account Security: You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. Notify us immediately of any unauthorised use of your account.

• 4.3 Account Suspension and Termination: We reserve the right to suspend or terminate your account at our discretion, particularly if you violate these Terms.

5. Subscription and Payment

• 5.1 Subscription Levels: Access to the Services is based on the Subscription Level chosen by the User. Each level offers different features and support services.

• 5.2 Payment Terms: Subscription fees and payment schedules are detailed in an external payment schedule document. Payments are non-refundable except as required by law, which includes but is not limited to statutory cooling-off periods and instances where the service fails to perform as advertised or agreed.

• 5.3 Billing: By subscribing to a paid service, you agree to pay the applicable subscription fee. Fees will be billed at the beginning of your subscription and at regular intervals in accordance with your subscription plan. Payment terms are 30 days from the invoice date, and all payments must be made via direct debit.

• 5.4 External Support Charges: Basic or entry-level subscriptions do not include support. External support will be charged at an hourly base rate as specified in the payment schedule.

• 5.5 Taxes: All fees are exclusive of taxes, and you are responsible for any applicable taxes, including any sales, use, VAT, or other similar taxes.

6. User Responsibilities

• 6.1 Compliance: You agree to use the Services in compliance with all applicable laws and regulations.

• 6.2 Restrictions: You shall not:
• Use the Services for any unlawful purpose.
• Interfere with or disrupt the Services or servers.
• Attempt to access data not intended for your use.
• Use automated means to access the Services without permission.

• Reverse engineer, decompile, or disassemble any part of the Services.

• 6.3 User Content: You retain all rights to any content you submit or upload to the Services. However, by submitting content, you grant Select Trade Brands Ltd a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and distribute your content as necessary to provide the Services.

7. Data Privacy and Security

• 7.1 Data Ownership: You retain ownership of all data entered into the Software.

• 7.2 Data Collection: PriceMaster collects and processes data to provide and improve the Services. Refer to our Privacy Policy for detailed information on data handling practices.

• 7.3 Data Storage:
• Master Database: Handles dashboard data, non-specific product information, tags, minimum margins, competitor data, non-specific rules information, non-specific price changes, URL manager, daily scrapes, non-specific data sources, users, and non-specific logs.

• Encrypted Database: Stores client-specific information such as product details, rules, price changes, data sources, and logs. Sensitive information like cost prices and margins are encrypted and inaccessible to Select Trade Brands Ltd and support staff.

• 7.4 Data Encryption and Access Control: PriceMaster collects and processes data to provide and improve the Services. Refer to our Privacy Policy for detailed information on data handling practices.
• In-Transit Encryption: We use HTTPS (TLS/SSL) to encrypt data transmitted between the client and the server. All APIs and web services use secure connections, and SSL/TLS certificates and protocols are regularly updated to prevent vulnerabilities.
• At-Rest Encryption: Sensitive data stored in databases is encrypted using strong encryption algorithms (AES-256). Encryption keys are managed securely and rotated periodically.

• Access Control: Due to the encryption methods employed, Select Trade Brands Ltd and its support team members will not have access to or be able to view any sensitive data. Sole access to unencrypted sensitive data is restricted to the Client.

• 7.5 Responsibility for Data Security: Select Trade Brands Ltd will take full responsibility for any unauthorized access, leaks, or misuse of the Client's sensitive information due to failures in its data encryption, security measures, or any other actions or inactions by Select Trade Brands Ltd or its personnel. In the event of a data breach, Select Trade Brands Ltd will notify the affected Users within 72 hours and provide remediation support, including credit monitoring services where applicable.

8. Intellectual Property

• 8.1 Ownership: All intellectual property rights in the Services, including software, content, and trademarks, are owned by Select Trade Brands Ltd. This includes all software code, algorithms, user interfaces, features, designs, trademarks, service marks, trade names, logos, and any related documentation or content.

• 8.2 License: You are granted a limited, non-exclusive, non-transferable license to use the Services as per these Terms. This license does not permit the User to copy, modify, distribute, sell, or sublicense the Software or any part thereof.

• 8.3 Restrictions: You may not:
• Copy, reproduce, or distribute the Software or any part of it, except as expressly permitted under these Terms.
• Reverse engineer, decompile, disassemble, or attempt to discover the source code or underlying ideas or algorithms of the Software.
• Modify, adapt, translate, or create derivative works based on the Software.
• Rent, lease, loan, sell, sublicense, or otherwise transfer any rights in the Software to any third party.

• Remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on the Software.

• 8.4 Feedback and Improvements: Any suggestions, feedback, or ideas provided by the User to Select Trade Brands Ltd regarding improvements or enhancements to the Software ("Feedback") shall become the exclusive property of Select Trade Brands Ltd. The User agrees that any such Feedback is provided voluntarily and without any expectation of compensation or ownership rights. However, Select Trade Brands Ltd may, at its discretion, offer recognition or minor incentives for valuable Feedback that leads to significant improvements.

9. Warranties and Disclaimers

• 9.1 Software Performance Warranty: Select Trade Brands Ltd warrants that the Software will perform in substantial accordance with the provided documentation and specifications under normal use. Select Trade Brands Ltd will use commercially reasonable efforts to correct any programmatic issues or bugs within the Software that materially affect its functionality.

• 9.2 Responsibility for Pricing Strategies: The User acknowledges and agrees that all pricing changes, including the creation, modification, and implementation of pricing strategies using the Software, are the sole responsibility of the User. The Software provides tools and features that allow the User to configure and automate pricing rules based on their specific business needs. Select Trade Brands Ltd does not warrant or take responsibility for the outcomes, results, or impacts of any pricing strategies or decisions made by the User using the Software.

• 9.3 Programmatic Issues: Select Trade Brands Ltd will take full responsibility for correcting any errors or defects within the Software's code that result in incorrect functionality or unintended behavior. If such programmatic issues arise, Select Trade Brands Ltd will promptly address and resolve them in accordance with the Service Level Agreement (SLA).

• 9.4 Disclaimer of Warranties: Except as expressly provided in these Terms, the Software and Services are provided "as is" and "as available," without any warranties of any kind, either express or implied, including but not limited to, warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Select Trade Brands Ltd does not warrant that the Software or Services will be uninterrupted, error-free, or completely secure.

10. Limitation of Liability

• 10.1 Limitation of Liability: Select Trade Brands Ltd shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to, loss of profits, revenue, data, or business opportunities, arising out of or related to the use or inability to use the Software or Services, even if Select Trade Brands Ltd has been advised of the possibility of such damages. However, this limitation shall not apply in cases of gross negligence, willful misconduct, or breaches of confidentiality and data security. The total liability of Select Trade Brands Ltd for any claims under these Terms, whether in contract, tort, or otherwise, shall not exceed the amount paid by the User to Select Trade Brands Ltd in the twelve (12) months preceding the event giving rise to the claim.

11. Indemnification

• 11.1 Indemnification: The User agrees to indemnify and hold harmless Select Trade Brands Ltd against any claims, liabilities, damages, losses, and expenses arising from the use of the Software or Services. This includes any claims related to the User’s pricing strategies, use of the Software, or breach of these Terms.

12. Termination

• 12.1 Termination by User: You may terminate your subscription at any time by providing a 30-day notice prior to the desired termination date. Termination will be effective at the end of the current billing cycle following the completion of the 30-day notice period.

• 12.2 Termination by Select Trade Brands Ltd: We reserve the right to suspend or terminate your access to the Services at any time, with or without cause, and with or without notice. Upon termination, your right to use the Services will immediately cease.

• 12.3 Effects of Termination: Upon termination, you will no longer have access to the Services. We may delete your account and data after termination. Select Trade Brands Ltd shall return or, at the User's request, destroy all of the User's data within thirty (30) days of termination, except where retention is required by law, such as for compliance with legal obligations or resolving disputes. Sections of these Terms that by their nature should survive termination shall survive termination, including but not limited to provisions on intellectual property, disclaimers, indemnity, and limitations of liability.

13. Dispute Resolution

• 13.1 Governing Law: These Terms are governed by and construed in accordance with the laws of the UK, without regard to its conflict of law principles.

• 13.2 Arbitration: Any disputes arising from these Terms shall be resolved by arbitration in [Location], under the rules of [Arbitration Organization]. Arbitration may be initiated by either party and will be the exclusive remedy for disputes arising under these Terms, except where either party seeks injunctive or equitable relief.

• 13.3 Court Jurisdiction: Any disputes that are not subject to arbitration shall be subject to the exclusive jurisdiction of the courts of the UK.

14. Miscellaneous

• 14.1 Amendments: We may amend these Terms from time to time. We will notify you of any changes by posting the new Terms on our website. Your continued use of the Services after such changes constitutes your acceptance of the new Terms. If you do not agree to the amended Terms, you must stop using the Services.

• 14.2 Force Majeure: Neither party shall be liable for delays or failures in performance due to events beyond their control, including but not limited to acts of God, war, terrorism, strikes, and other force majeure events. If such events continue for more than 60 days, either party may terminate the agreement without penalty.

• 14.3 Assignment: These Terms may not be assigned by either party without the prior written consent of the other party, except that Select Trade Brands Ltd may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

• 14.4 Severability: If any provision of these Terms is found to be unenforceable or invalid, the remaining provisions shall remain in full force and effect.

• 14.5 Entire Agreement: These Terms, along with our Privacy Policy and any other legal notices published by Select Trade Brands Ltd, constitute the entire agreement between you and Select Trade Brands Ltd concerning the Services.

• 14.6 Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Select Trade Brands Ltd's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

15. Contact Information

For any questions or concerns about these Terms, please contact us at:

Select Trade Brands Ltd
Loribon House, Yalberton Ind Est,
Aspen Way, Devon, TQ4 7QR, United Kingdom
Email: [email protected]
Phone: 01803 666630