Scarecrow Systems Terms and Conditions

1. About Scarecrow

Scarecrow is a business management and shop management software platform designed primarily for businesses involved in areas such as garment decoration, embroidery, printing, merchandise and related activities.

Scarecrow provides tools that may include, depending on your subscription and the features available at the time:

• Customer management
• Product and garment management
• Supplier and product information
• Pricing and quoting
• Job management
• Artwork and design management
• Job sheets and production documentation
• Stock and inventory management
• Order management
• Calendar and scheduling functions
• Reporting
• Third-party integrations
• File storage and management
• Other business management functionality introduced by us from time to time.

Scarecrow is a software service only.

Scarecrow does not sell, manufacture, supply, decorate, print, embroider, ship or otherwise fulfil products or services to your customers.

You are solely responsible for the products and services you sell or provide to your own customers and for any representations, prices, quotations, specifications or commitments you make to them.

2. Business-to-Business Service

Scarecrow is provided solely for business use.

By registering for Scarecrow, you confirm that you are using the Service in connection with a business, organisation or other commercial activity.

These Terms are intended to apply between businesses and are not intended to create consumer rights or consumer contracts.

3. Account Registration

You must provide accurate and up-to-date information when creating your Scarecrow account.

You are responsible for:

• Maintaining the accuracy of your account information;
• Keeping your login credentials secure;
• Preventing unauthorised access to your account;
• Ensuring that anyone using your account is authorised to do so;
• Ensuring that all users associated with your account comply with these Terms.

Scarecrow may allow you to create multiple user accounts for employees, contractors or other authorised individuals.

You remain responsible for the actions of all users associated with your organisation's Scarecrow account.

You must notify us promptly if you believe that your account has been accessed without authorisation.

4. Free Trial

Scarecrow may offer a free trial period of 7 days.

The free trial allows you to evaluate the Service before entering into a paid subscription.

Unless otherwise stated at the time of registration, the free trial will automatically transition into a paid subscription where payment details have been provided and the subscription has not been cancelled before the end of the trial.

We reserve the right to change, withdraw or limit free trial offers at any time.

A free trial may be limited to one per business, organisation or individual and we may refuse or withdraw a trial where we reasonably believe that a user is attempting to abuse the trial system.

5. Subscriptions

Scarecrow may be offered on a monthly or annual subscription basis.

The applicable subscription price will be displayed before you purchase the Service.

Subscriptions are processed using Stripe.

By subscribing, you authorise the applicable subscription payments to be collected automatically in accordance with the payment terms displayed when you subscribe.

Subscriptions automatically renew at the end of each subscription period unless cancelled in accordance with these Terms.

6. Subscription Cancellation

You may cancel your Scarecrow subscription by providing 30 days' notice.

Cancellation will take effect at the end of the relevant notice period.

Unless otherwise agreed, you will continue to have access to Scarecrow during the period for which you have paid.

Once your subscription has ended, access to your Scarecrow account will cease.

No refunds will normally be provided for unused portions of a subscription period.

7. Failed Payments

If a subscription payment fails, we may attempt to collect the payment again using the payment method associated with your account.

If payment remains outstanding and you do not contact us to arrange payment, we may suspend or disable access to your Scarecrow account.

Access may be restored once outstanding payment has been received.

We reserve the right to terminate an account where payment remains outstanding for an extended period.

8. Price Changes

We reserve the right to change Scarecrow subscription prices.

Where the price of your existing subscription is increased, we will provide at least one month's notice before the new price takes effect.

If you do not wish to continue at the new price, you may cancel your subscription in accordance with these Terms.

9. Your Content and Data

You retain ownership of the content and data that you upload to or enter into Scarecrow.

This may include:

• Customer information;
• Customer records;
• Product information;
• Pricing information;
• Artwork;
• Logos;
• Photographs;
• Documents;
• Files;
• Quotes;
• Job information;
• Other business information.

You grant Scarecrow a limited, non-exclusive licence to host, store, reproduce, process and otherwise use your content solely to the extent reasonably necessary to provide, maintain, secure and improve the Service.

We do not acquire ownership of your content merely because you upload it to Scarecrow.

10. Your Responsibility for Uploaded Content

You are solely responsible for the content and information you upload, enter or otherwise provide to Scarecrow.

You must ensure that you have all necessary rights, permissions, licences and consents required to use such content.

This includes, where applicable:

• Copyright;
• Trade marks;
• Logos;
• Photographs;
• Artwork;
• Customer information;
• Product information;
• Other intellectual property.

You must not upload or use content that infringes another person's intellectual property rights, privacy rights or other legal rights.

You must also ensure that your use of Scarecrow complies with applicable laws and regulations.

We may remove, restrict or disable access to content where we reasonably believe it is unlawful, infringes another person's rights, creates a security risk, or otherwise breaches these Terms.

11. Quotes, Pricing and Commercial Information

Scarecrow may provide tools to help you create, calculate, manage or issue quotations.

However, you are solely responsible for checking all quotations, pricing, margins, quantities, product information, stock information, discounts, taxes, delivery charges and other commercial information before providing them to your customers.

Scarecrow is not responsible for losses resulting from:

• Incorrect pricing;
• Incorrect quantities;
• Incorrect product information;
• Incorrect stock information;
• Incorrect supplier information;
• Incorrect calculations;
• Incorrect quotation information;
• Human error;
• Incorrect configuration of pricing rules;
• Failure to check information before issuing a quotation.

Scarecrow is a software tool and does not guarantee that quotations generated using the Service are commercially accurate or suitable for your particular business.

You must review and approve quotations before sending them to your customers.

12. Supplier Information and Stock Data

Scarecrow may allow you to import or synchronise product information from third-party suppliers.

Supplier information may include:

• Product names;
• Product descriptions;
• SKUs;
• Sizes;
• Colours;
• Images;
• Pricing;
• Stock levels;
• Availability;
• Other product information.

We do not guarantee that supplier information is accurate, complete, current or available.

Supplier pricing and stock information can change without notice.

You should regularly check supplier pricing, stock levels and product information and, where necessary, manually update information within Scarecrow.

You remain responsible for verifying information before relying upon it when quoting, purchasing or selling products.

Scarecrow is not responsible for losses caused by inaccurate, incomplete, delayed or unavailable supplier information.

13. Third-Party Integrations

Scarecrow may provide integrations with third-party services, which may include services such as:

• Xero;
• Stripe;
• Google Drive;
• Dropbox;
• Google Calendar;
• Supplier APIs;
• Other third-party services introduced from time to time.

Third-party integrations are dependent upon the relevant third-party service continuing to operate and provide the necessary functionality.

We do not guarantee the availability, accuracy, security, compatibility or continued operation of any third-party integration.

Third-party services may change their APIs, pricing, functionality, availability or terms without notice.

You may disconnect integrations where the relevant functionality allows you to do so.

Your use of third-party services remains subject to the terms and conditions of those third parties.

Scarecrow is not responsible for failures, delays, inaccuracies, data loss or other issues caused by third-party services.

14. Backups and Data Loss

You are responsible for maintaining appropriate backups of your business information and files.

Scarecrow is not intended to be your sole backup or archival system.

Where appropriate, we recommend connecting Scarecrow to services such as Google Drive or Dropbox and maintaining your own independent copies of important files and information.

You should maintain backups of any information that is important to your business.

To the maximum extent permitted by law, Scarecrow will not be responsible for loss of data where that loss could reasonably have been avoided by maintaining appropriate independent backups.

15. Service Availability

We will make reasonable efforts to maintain and operate Scarecrow, but we do not guarantee that the Service will always be available, uninterrupted, secure, error-free or free from defects.

The Service may occasionally be unavailable because of:

• Planned maintenance;
• Emergency maintenance;
• Software updates;
• Hosting or infrastructure issues;
• Internet connectivity;
• Cybersecurity incidents;
• Third-party service failures;
• Supplier API failures;
• Technical faults;
• Events outside our reasonable control.

We will endeavour to restore service as reasonably practicable following an outage.

No specific uptime or service level is guaranteed unless separately agreed with you in writing.

16. Intellectual Property

All intellectual property rights in Scarecrow itself remain the property of Merch Cast Ltd or its relevant licensors.

This includes, without limitation:

• Software;
• Source code;
• User interface;
• Design;
• Branding;
• Scarecrow name and logos;
• Databases;
• Templates;
• Documentation;
• System architecture;
• Features;
• Functionality;
• Other materials forming part of the Service.

Subject to these Terms and payment of applicable subscription fees, we grant you a limited, non-exclusive, non-transferable and revocable right to access and use Scarecrow for your internal business purposes during your subscription.

You do not acquire ownership of Scarecrow or any underlying intellectual property through your use of the Service.

17. Restrictions on Use

You must not:

• Use Scarecrow for unlawful purposes;
• Attempt to gain unauthorised access to Scarecrow or its underlying systems;
• Attempt to circumvent security measures;
• Introduce malware, viruses or other malicious code;
• Attempt to disrupt or interfere with the Service;
• Reverse engineer, decompile or disassemble Scarecrow except where such restriction is prohibited by law;
• Copy or reproduce Scarecrow or substantial parts of its functionality;
• Scrape or systematically extract data from Scarecrow without our permission;
• Resell or commercially exploit access to Scarecrow without our written permission;
• Share accounts or access credentials in a manner intended to circumvent subscription or user limitations;
• Use Scarecrow to infringe another person's intellectual property or other legal rights;
• Attempt to access another customer's account or data;
• Use Scarecrow to facilitate fraud or other unlawful activity.

We may suspend or terminate accounts that breach these restrictions.

18. Your Business Responsibilities

You are responsible for your use of Scarecrow and for decisions made using information produced or stored within the Service.

This includes responsibility for:

• Your customers;
• Your products;
• Your prices;
• Your quotations;
• Your orders;
• Your stock;
• Your supplier relationships;
• Your artwork;
• Your production processes;
• Your employees and contractors;
• Your legal and regulatory obligations;
• Your accounting and tax obligations;
• Your backups;
• Your communications with customers.

Scarecrow does not provide accounting, legal, tax, financial or professional advice.

19. Data Protection

Scarecrow may process personal data on your behalf when you use the Service.

Where you use Scarecrow to store or process personal data for which you are responsible, you generally remain the data controller and Scarecrow acts as your data processor, subject to the terms of the applicable Data Processing Agreement.

Our separate Privacy Policy explains how we process personal data for our own purposes.

Our separate Data Processing Agreement (DPA) governs the processing of personal data on your behalf where applicable.

You are responsible for ensuring that you have an appropriate lawful basis for collecting and processing personal data entered into Scarecrow and that your use of the Service complies with applicable data protection legislation.

20. Changes to Scarecrow

Scarecrow is continually being developed and improved.

We may add, remove, modify or replace features from time to time.

We do not guarantee that any particular feature will remain available indefinitely.

We may introduce new features, functionality, integrations or services and may change how existing features operate.

Where we believe a significant change materially affects your use of the Service, we will endeavour to provide reasonable notice where practical.

21. Customer Suggestions and Feedback

We welcome suggestions, ideas and feedback from customers.

By providing feedback or suggestions, you agree that we may use that feedback without restriction and without payment, compensation or attribution.

If we subsequently develop or introduce a feature based on your suggestion, you will not acquire any ownership rights or entitlement to payment as a result.

22. Suspension

We may temporarily suspend your access to Scarecrow where reasonably necessary, including where:

• Subscription payments are overdue;
• You have breached these Terms;
• Your use presents a security risk;
• Your account is being used unlawfully;
• Your account threatens the security or operation of Scarecrow;
• Suspension is required by law;
• Suspension is necessary to protect Scarecrow or other users.

Where reasonably practicable, we will attempt to notify you before or during a suspension.

23. Termination

We may terminate your Scarecrow account where you materially breach these Terms and fail to remedy the breach where a remedy is reasonably possible.

We may also terminate an account immediately where we reasonably believe that continued access would:

• Create a serious security risk;
• Facilitate unlawful activity;
• Harm Scarecrow or other users;
• Involve fraud or abuse;
• Breach applicable law.

We may also discontinue Scarecrow as a service.

Where we discontinue Scarecrow entirely, we will endeavour to provide reasonable notice to customers and, where reasonably practicable, provide an opportunity for customers to retrieve their data.

24. Data Following Cancellation or Termination

Following cancellation or termination, your account will generally become inaccessible once your paid subscription has ended.

We may retain your account and associated data for up to 90 days following the end of your subscription.

After this period, we may permanently delete the data associated with your account.

You are responsible for exporting or backing up any information you wish to retain before the end of the 90-day period.

Once data has been permanently deleted, it may not be possible for us to recover it.

Certain information may be retained for longer where required by law, for legitimate accounting purposes, to resolve disputes or otherwise where legally permitted.

25. Fees and Taxes

All applicable subscription fees must be paid in accordance with the pricing displayed at the time of subscription.

Unless expressly stated otherwise, prices may be subject to applicable taxes, including VAT.

You are responsible for any taxes, duties or other charges applicable to your business or use of the Service.

26. No Warranties

To the maximum extent permitted by law, Scarecrow is provided on an "as is" and "as available" basis.

We do not warrant that:

• Scarecrow will meet every requirement of your business;
• The Service will always be available;
• The Service will be completely error-free;
• Information provided through integrations will always be accurate;
• Supplier information will always be current;
• Calculations or quotations will always be accurate;
• Data will never be lost or corrupted;
• The Service will remain unchanged;
• Every feature will be available indefinitely.

You are responsible for determining whether Scarecrow is suitable for your business.

27. Limitation of Liability

To the maximum extent permitted by law, Merch Cast Ltd and Scarecrow Systems will not be liable for any indirect, incidental, special or consequential loss arising from your use of Scarecrow.

This includes, without limitation:

• Loss of profit;
• Loss of revenue;
• Loss of business;
• Loss of anticipated savings;
• Loss of goodwill;
• Loss of opportunity;
• Loss of contracts;
• Loss of customers;
• Loss or corruption of data;
• Business interruption.

We will also not be responsible for losses resulting from your failure to:

• Verify information;
• Check quotations;
• Check pricing;
• Check stock levels;
• Maintain appropriate backups;
• Correctly configure the Service;
• Secure your account;
• Maintain appropriate business processes.

Nothing in these Terms excludes or limits liability where doing so would be unlawful, including liability that cannot legally be excluded or limited.

Subject to the above, our total aggregate liability arising from or relating to your use of Scarecrow shall be limited to the maximum extent permitted by applicable law.

28. Events Outside Our Control

We will not be responsible for failure or delay in providing Scarecrow where such failure or delay results from circumstances beyond our reasonable control.

This may include, without limitation:

• Natural disasters;
• Fire;
• Flood;
• Power failure;
• Internet or telecommunications failure;
• Cyberattacks;
• Infrastructure failure;
• Third-party service outages;
• Government action;
• War;
• Industrial disputes;
• Epidemics or pandemics;
• Other events beyond our reasonable control.

29. Indemnity

You agree to indemnify Merch Cast Ltd, its directors, employees and contractors against reasonable losses, claims, liabilities, costs and expenses arising from your unlawful use of Scarecrow, your breach of these Terms, or your infringement of another person's rights.

This includes claims relating to content that you upload or information that you provide through Scarecrow.

30. Changes to These Terms

We may update these Terms from time to time.

Where changes are material, we will endeavour to provide reasonable notice.

Your continued use of Scarecrow after updated Terms come into effect will constitute acceptance of the updated Terms.

If you do not agree to the updated Terms, you should stop using Scarecrow and cancel your subscription.

31. Entire Agreement

These Terms, together with our Privacy Policy, Data Processing Agreement and any other terms expressly incorporated into your Scarecrow subscription, form the agreement between you and Merch Cast Ltd in relation to your use of Scarecrow.

If there is a conflict between these Terms and a separately agreed written agreement between you and Merch Cast Ltd, the separately agreed written agreement will take precedence to the extent of the conflict.

32. No Waiver

If we do not immediately enforce a provision of these Terms, this does not mean that we have waived our right to enforce that provision later.

33. Severability

If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision will be interpreted or modified to the minimum extent necessary to make it enforceable where legally possible.

The remaining provisions will continue in full force and effect.

34. Assignment

You may not transfer or assign your rights or obligations under these Terms without our prior written consent.

We may transfer or assign our rights and obligations under these Terms as part of a business sale, restructuring, merger, acquisition or other legitimate business transaction.

35. Governing Law and Jurisdiction

These Terms and your use of Scarecrow are governed by the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction in relation to disputes arising from or relating to these Terms or your use of Scarecrow, subject to any mandatory legal rights that cannot be excluded.

36. Contact

If you have questions regarding these Terms, your subscription or Scarecrow, please contact:

• Merch Cast Ltd t/a Scarecrow Systems
• Britannia Works
• Magdalene Road
• Torquay
• Devon
• TQ1 4AF
• United Kingdom

Company number: 16949588