End User Agreement
End User Agreement
BY SELECTING THE "I ACCEPT" BUTTON AS PART OF THE ORDERING PROCESS ON THIS OR ANY OF OUR OTHER WEBSITES, OR WHEN PAYING AN INITIAL DEPOSIT VIA AN ISSUED INVOICE, OR WHEN ORDERING A BUSINESS WEBSITE PLATFORM DEVELOPMENT FOLLOWING ON FROM A SYSTEM DEMONSTRATION, WEBSITE MOCK-UP ARTWORK AND OR ANY FACE TO FACE MEETING WITH DEZINES INTERNET SOLUTIONS LIMITED, OR AT THE POINT OF SERVICE RENEWAL; YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF OUR BUSINESS WEBSITE PLATFORM (THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT PROCEED AND MAY NOT USE THE SERVICE.
As part of the Service, Dezines Internet Solutions Limited will provide you with use of the Service, including a browser interface, plug-in into various 3rd party products, web services access and data encryption, transmission, access and storage. Your registration for, or use of the Service shall be deemed to be your acceptance to abide by this Agreement, including any materials available on the website platform incorporated by reference herein, including but not limited to Dezines Internet Solutions Limited's privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.
1. Privacy & Security; Disclosure
2. License Grant & Restrictions
Dezines Internet Solutions Limited hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service provided, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you at the point of signing a Project Invoice Agreement, Design Specification Agreement or in a Formal Completion (sign-off) document, are reserved by Dezines Internet Solutions Limited and its licensors.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party (including design, marketing or web development agencies) the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorised access to the Service or its related systems or networks.
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, county/state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Dezines Internet Solutions Limited immediately of any unauthorised use of any password or account or any other known or suspected breach of security; (ii) report to Dezines Internet Solutions Limited immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Dezines Internet Solutions Limited Online Business user or provide false identity information to gain access to or use the Service.
Dezines Internet Solutions Limited (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Business Website Platform technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Business Website Platform technology or the Intellectual Property Rights.
During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Dezines Internet Solutions Limited and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Dezines Internet Solutions Limited does not endorse any sites on the Internet that are linked through the Service. Dezines Internet Solutions Limited provides these links to you only as a matter of convenience, and in no event shall Dezines Internet Solutions Limited or its licensors be responsible for any content, products, or other materials on or available from such sites. Dezines Internet Solutions Limited provides the Service to you pursuant to the terms and conditions of this Agreement. You recognise, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.
You shall pay all fees or charges to your account in accordance with the setup and ongoing fees and charges, and billing terms in effect at the time a fee or charge is due and payable. The amount payable will be equal to the setup and ongoing charges related to your plan plus any excess number of total User Licenses requested times the per User License fee currently in effect. Payments may be made, in advance, monthly, half-yearly or annually, consistent with the Initial Term (the first License Term), or as otherwise mutually agreed upon. You are responsible for paying for all User Licenses ordered for the entire License Term, whether or not such User licenses are actively used. You must provide Dezines Internet Solutions Limited with valid credit card or approved purchase order information as a condition to signing up for the Service. An authorised License Administrator may add User Licenses by executing an additional written Order Form. Added User Licenses will be subject to the following: (i) added User Licenses will be coterminous with the preexisting License Term (either Initial Term or renewed License Term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; (iii) where monthly License Terms are in-acted User Licenses added in the middle of a billing month will be charged in full for that billing month; and (iv) where half yearly and yearly license terms are inacted additional User Licenses will be charged pro rata with a minimum charge of one month. Dezines Internet Solutions Limited reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, and such notice may be provided by email. All pricing terms are confidential, and you agree not to disclose them to any third party. Any and all fees paid in advance are not refundable if you cease to use the Service or terminate the contract between us in writing.
The maximum disk storage space provided to you at no additional charge is dependent on the plan that you choose. If the amount of disk storage required exceeds these limits, you will be charged the then-current storage fees.
Dezines Internet Solutions Limited charges and collects in advance for use of the Service. Dezines Internet Solutions Limited will automatically renew the License Term and bill your credit card or issue an invoice to you (a) every month for monthly licenses, (b) every 6-months for half-yearly licenses, (c) each year on the subsequent anniversary for annual licenses, or (d) as otherwise mutually agreed upon. The renewal charge will be equal to the then-current plan fee plus any excess User licenses times the user license fee in effect during the prior term, unless Dezines Internet Solutions Limited has given you at least 30 days prior written notice of a fee change, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. Dezines Internet Solutions Limited's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
In addition to any other rights granted to Dezines Internet Solutions Limited herein, Dezines Internet Solutions Limited reserves the right to suspend or terminate this Agreement and your access to the Service, if your account becomes delinquent (falls into arrears). Access to the Administration interface will be suspended immediately if an invoice is delinquent by seven (7) days, and is re-enabled when such delinquent invoices are paid in full. Dezines Internet Solutions Limited reserves the right to suspend your public website if delinquent invoices are fourteen (14) days overdue, and terminate your website if delinquent invoices are twenty eight (28) days overdue. Delinquent invoices are subject to interest and recovery charges as per the provisions outlined in the 'Late Payment of Commercial Debts Act 1998', on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or Dezines Internet Solutions Limited initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Dezines Internet Solutions Limited may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
This Agreement commences on the Effective Date. The Initial Term (the first License Term) will be as you elect during the online subscription process or as otherwise mutually agreed upon. Your obligation to pay for the service begins from the Effective Date and invoices must be paid according to the then current payment terms. Access to the Administration interface will be suspended immediately if any invoice that relates to the 'Service' is delinquent. Upon the expiration of the Initial Term, this Agreement will automatically renew for a successive License Term equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at Dezines Internet Solutions Limited's then current fees, and payable in advance. Either party may terminate this Agreement or reduce the number of User licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least fourteen (14) business working days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), Dezines Internet Solutions Limited will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that Dezines Internet Solutions Limited has no obligation to retain the Customer Data, and may delete such Customer Data irretrievably, more than 30 days after termination.
Any breach of your payment obligations or unauthorised use of the website Business System Technology or Dezines Internet Solutions Limited Service will be deemed a material breach of this Agreement. Dezines Internet Solutions Limited, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, Dezines Internet Solutions Limited may terminate a free account at any time in its sole discretion. You agree and acknowledge that Dezines Internet Solutions Limited has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within twenty eight (28) days of notice of such breach.
As part of the Service, you may be able to subscribe to extra features such as real-time alerts via SMS and email marketing. Each service may have a fixed monthly charge as well as data usage charges. In the case where usage charges apply, these will be calculated automatically and billed at the end of each calendar month or as mutually agreed based on the then-current Dezines Internet Solutions Limited pricing.
Dezines Internet Solutions Limited will provide a service level of 99.98% uptime per month excluding scheduled downtime on average of 1 hour per week for system maintenance and upgrades. The service level comprises of your ability to access Customer Data via a web-browser interface and any other reliability, timeliness, quality, suitability, truth, availability or completeness of the Service is not covered in this agreement. Scheduled downtimes are set between the hours of 2000 to 0600 in the time zone of the customer's Server. In the unlikely event where Service Level Agreements are not met for any given month, a pro-rata rebate will be applied against the next License Term period. Normal billing will resume from the following period. No rebate applies nor is payable if no future billing period exists.
You grant Dezines Internet Solutions Limited the right to display your brand including company name and logo on its website and other marketing communications.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Dezines Internet Solutions Limited represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Business help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
You shall indemnify and hold Dezines Internet Solutions Limited, its licensors and each such party's parent organisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Dezines Internet Solutions Limited (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Dezines Internet Solutions Limited of all liability and such settlement does not affect Dezines Internet Solutions Limited's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
EXCEPT FOR WHAT IS STATED IN SECTION 14, DEZINES INTERNET SOLUTIONS LIMITED AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT EXCEPT FOR WHAT IS STATED. DEZINES INTERNET SOLUTIONS LIMITED AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY DEZINES INTERNET SOLUTIONS LIMITED AND ITS LICENSORS.
EXCEPT FOR WHAT IS STATED IN SECTION 14, DEZINES INTERNET SOLUTIONS LIMITED'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. DEZINES INTERNET SOLUTIONS LIMITED IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Certain States in the USA and/or jurisdictions of do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Australia, Switzerland and the European Union. The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Australia, Switzerland and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Australian, Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
Dezines Internet Solutions Limited may give notice by means of a general notice on the Service, electronic mail to your email address on record in Dezines Internet Solutions Limited account information, or by written communication sent by first class mail or pre-paid post to your address on record in Dezines Internet Solutions Limited's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Dezines Internet Solutions Limited (such notice shall be deemed given when received by Dezines Internet Solutions Limited) at any time by any of the following: electronic mail to our email address or; electronic submission via one of our website contact forms or; letter delivered by nationally recognised overnight delivery service or first class postage prepaid mail to Dezines Internet Solutions Limited at the following addresses (whichever is appropriate): Dezines Internet Solutions Limited, 4 Factory Road, Newport, NP20 5FA, South Wales, United Kingdom, in either case, addressed to the attention of: Chief Executive Officer.
Dezines Internet Solutions Limited reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
This Agreement may not be assigned by you without the prior written approval of Dezines Internet Solutions Limited but may be assigned without your consent by Dezines Internet Solutions Limited to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control by you that results or would result in a direct competitor of Dezines Internet Solutions Limited directly or indirectly owning or controlling 50% or more of your website development and platform, shall entitle Dezines Internet Solutions Limited to terminate this Agreement for cause immediately upon written notice.
This Agreement shall be governed by the laws of England & Wales, United Kingdom, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the English & Welsh courts located in the United Kingdom. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Dezines Internet Solutions Limited as a result of this agreement or use of the Service. The failure of Dezines Internet Solutions Limited to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Dezines Internet Solutions Limited in writing. This Agreement, together with any applicable Order Form or Website Development Proposal, comprises the entire agreement between you and Dezines Internet Solutions Limited and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please contact Dezines Internet Solutions Limited via our Contact Page
. If you prefer, you can write to us at the following address: Dezines Internet Solutions Limited, 4 Factory Road,
Newport, NP20 5FA, South Wales, United Kingdom.