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 50% DEPOSIT VIA INVOICE, 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

    Dezines Internet Solutions Limited privacy policy may be viewed at our Privacy Policy page. Dezines Internet Solutions Limited reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Individual users when they initially log in, will be asked whether or not they wish to receive marketing, weekly reports and other non-critical Service-related communications from Dezines Internet Solutions Limited from time to time. They may opt out of receiving such communications at that time or at any subsequent time by choosing the unsubscribe link from such communication. Note that because the Service is a hosted, online application, Dezines Internet Solutions Limited occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service.


    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 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.


    3.  Your Responsibilities

    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.

    Following the handover of your website which we will have fully developed for you, it will be your responsibility to maintain and apply changes to content, images and video, unless there is a Service Level Agreement between you and Dezines Internet Solutions Limited. We recommend that our clients have a minimum of two days system training to become more familiar with the fully integrated system we have provided for you. Where there is no Service Level Agreement between us, you will take full responsibility for maintaining your website. You will not transfer this to a third party, as this would be a clear breach of Clause 2 (Licence Grant & Restrictions) of this End User Agreement, which could result in us restricting or terminating your access to your Administration Zone. Where you have applied design changes to any page content or template, and such changes are clearly and visually interfering with the layout or appearance of the front facing public areas of the website, we will request that you make modifications to any such changes, to uphold the integrity and standards of the design work we initially created for you. Where you fail to apply any modifications or correct any errors, we reserve the right where our reputation as a full service design agency is at stake, to intervene and correct any errors made by you, or restore earlier back-up's of page content or page templates. In these rare circumstances, we will charge you for the time it takes us to correct your website. Dezines Internet Solutions Limited reserves the right to suspend or terminate this Agreement and your access to the Service for non payment of invoices issued for any intervention design work.

    4.  Account Information and Data

    The website will hold backups of webs pages for the past 90 days only. We will not be responsible for holding daily backups or CRM data unless there is a clearly defined Service Level Agreement in place between Dezines Internet Solutions Limited and the client. We will however have a historical backup of the site that commences from the website development completion stage. We may also have a more recent backup if we have been instructed to apply any modifications work to the website. Dezines Internet Solutions Limited will not at any time retrieve Customer Data if it is accidentally or otherwise deleted by you. In the unlikely case where Customer Data is lost because of software or hardware malfunction, Dezines Internet Solutions Limited will endeavor to restore to the most recent successful backup. Dezines Internet Solutions Limited takes no responsibility whatsoever whether implied or otherwise for the quality or frequency of Customer Data backup.

    Dezines Internet Solutions Limited does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not Dezines Internet Solutions Limited, shall have sole responsibility for the input accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Dezines Internet Solutions Limited shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. 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. Dezines Internet Solutions Limited reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Dezines Internet Solutions Limited shall have no obligation to maintain or forward any Customer Data.

    During your use of the Service, Dezines Internet Solutions Limited will archive certain information as well as keep some usage and statistical information. In all cases Dezines Internet Solutions Limited reserves the right to delete archived, usage and statistical data irretrievably once it is older than three (3) months.

    5.  Intellectual Property Ownership

    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.


    6.  Third Party Interactions

    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.


      7.  Charges and Payment of Fees

      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.

      All invoices shall be paid & cleared within twenty eight (28) days of receipt. A minimum deposit of 50% of Quotation costs shall be paid prior to the commencement of any work, unless a Monthly Payment Plan has been agreed. The remainder shall be paid in installments e.g. on acceptance of a Design Specification Agreement (25%) and on full completion of the project at project ‘sign off‘ (25%), or in accordance with one of our Monthly Payment Plans spread over either 12 , 24 or 36 months. Should you fail to pay a monthly minimum amount as per the Monthly Payment Plan Schedule supplied to you - we reserve the right to immediately demand all outstanding payments from you to settle the balance you owe us. Please view Section 9 of these Terms & Conditions, as that clause refers to the End User Agreement you are accepting through the provision of our fully integrated PaaS (Platform as a Service) website technology. We also reserve the right to disable your access to your administration portal if balances are not paid within seven days (7 days) of the due date of any invoice issued, and disable your website if outstanding balances are not paid within fourteen days (14 days) of the due date accordingly. Ownership of any physical goods supplied e.g. video technology or photographic hardware and equipment - will not be transferred until full payment has been recieved and cleared at our bank.

      To help protect and maintain the high quality of our service and our work, we would ask you to take note of the following statement: IF PAYMENT IS NOT RECEIVED AND CLEARED BY THE DUE DATE INDICATED ON ANY INVOICE ISSUED BY DEZINES INTERNET SOLUTIONS LIMITED, WE RESERVE THE RIGHT TO APPLY PENALTY CHARGES PERMISSIBLE UNDER THE PROVISION OF 'THE LATE PAYMENT OF COMMERCIAL DEBTS ACT (1998) AND WE ALSO RESERVE THE RIGHT TO IMMEDIATELY FORWARD ANY OUTSTANDING INVOICE TO OUR COLLECTION SERVICES PARTNER, FOR FORMAL BUT PROFESSIONAL, COLLECTION ACTIVITY.

        8.  Limits and Excess Fees

        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.

        The maximum amount of incoming traffic to your website is 100GB per month. Outgoing traffic from your website is not chargeable unless the ratio of incoming to outgoing traffic from your website exceeds 1:10 (i.e. 10GB inbound and 100GB outbound). Dezines Internet Solutions Limited reserves the right to negotiate an increased monthly fee effective from the next billing period should this ratio be exceeded.

        The maximum number of email marketing broadcasts you may undertake per month is 10,000 (5,000 for our non eCommerce Plan) if email marketing is part of your plan. If you require a larger broadcast per month, you will be charged the then-current email marketing fees.

        The maximum number of free SMS messages that you can use is dependent on the plan that you choose. You will be charged for excess SMS messages sent in the next billing period at the then-current per SMS message fee. Any failure by Dezines Internet Solutions Limited to so notify you shall not affect your responsibility for such additional storage and traffic charges. Dezines Internet Solutions Limited reserves the right to establish or modify its general practices and limits relating to storage of and traffic relating to Customer Data.

        9.  Billing and Renewal

        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.

        You agree to provide Dezines Internet Solutions Limited with complete and accurate billing and contact information. This information includes your legal company name, street address, email address, and name and telephone number of an authorised billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Dezines Internet Solutions Limited reserves the right to terminate your access to the Service in addition to any other legal remedies.

        Unless Dezines Internet Solutions Limited in its discretion determines otherwise: (i) entities with headquarters in United States will be billed in U.S. dollars ("U.S. Customers"); (ii) entities with headquarters in the United Kingdom will be billed in Pounds Sterling; and (iii) entities with headquarters in Australia will be billed in Australian dollars; and (iv) all other entities will be billed in U.S. dollars, GBP Sterling or local currency (if available) ("Non-U.S.A/UK/Australia Customers").

        If you believe your bill is incorrect, you must contact us in writing within seven (7) days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

        10.  Non-Payment and Suspension

        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.

        Dezines Internet Solutions Limited reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Dezines Internet Solutions Limited has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is delinquent by 28 days or more. Dezines Internet Solutions Limited cannot guarantee that where we retain a backup of a deleted website, it can be made operational again. This is due to significant changes in serverside data, and the way a new development conflicts with the data embedded into a backup version.

        11.  Termination upon Expiration/Reduction in Number of Licenses

        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.


        12.  Termination for Cause

        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.


        13.  Subscribing to Extra Services

        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.


        14.  Service Level Agreement

        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.

        Dezines Internet Solutions Limited will use best endeavors to ensure the delivery of real-time alerts. Dezines Internet Solutions Limited  guarantees to send real-time alerts instantly but cannot guarantee their delivery by 3rd party providers and aggregators.

        Email marketing broadcasts will be undertaken at anytime during the date specified for the broadcast and may take up to 24 hours to deliver from commencement of the broadcast. Email marketing broadcasts cannot be sent unless approved by Dezines Internet Solutions Limited and may take up to 6 hours for approval.

        15.  Marketing

        You grant Dezines Internet Solutions Limited the right to display your brand including company name and logo on its website and other marketing communications.


        16.  Representations & Warranties

        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.


        17.  Mutual Indemnification

        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 attorneys' 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 defense 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.

        Dezines Internet Solutions Limited shall indemnify and hold you and your 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 the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Dezines Internet Solutions Limited of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Dezines Internet Solutions Limited; provided that you (a) promptly give written notice of the claim to Dezines Internet Solutions Limited; (b) give Dezines Internet Solutions Limited sole control of the defense and settlement of the claim (provided that Dezines Internet Solutions Limited may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Dezines Internet Solutions Limited all available information and assistance; and (d) have not compromised or settled such claim. Dezines Internet Solutions Limited shall have no indemnification obligation, and you shall indemnify  Dezines Internet Solutions Limited  pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).

        18.  Disclaimer of Warranties

        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.


        19.  Internet Delays

        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.


        20.  Limitation of Liability

        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.


        21.  Additional Rights

        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.


        22.  Local Laws and Export Control

        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.

        This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000.

        Dezines Internet Solutions Limited and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, United Kingdom or Australia, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States, UK or Australian law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorised by the United Kingdom, United States of America or Australian Governments’ for such purposes.

        23.  Notice

        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.


        24.  Modification to Terms

        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.


        25.  Assignment; Change in Control

        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.


        26.  General

        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.


        27.  Definitions

        As used in this Agreement and in any Order Form or Website Development Proposal now or hereafter associated herewith: "Agreement" means these online End User Agreement, Terms of Use, any Order Forms or Website Development Proposal, and any materials available on the Dezines Internet Solutions Limited website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Dezines Internet Solutions Limited  from time to time in its sole discretion; "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; "Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service; "Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Service; "Initial Term" means the first License Term period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term (and first License Term) is the first quarter); "Intellectual Property Rights" means un-patented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "License Administrator(s)" means those Users designated by you who are authorised to purchase licenses online using the Online Order Center or by executing written Order Forms and to create User accounts and otherwise administer your use of the Service; "License Term(s)" means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s); "Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); "Online Order Center" means Dezines Internet Solutions Limited's online application that allows the License Administrator designated by you to, among other things, add additional Users to the Service; "Dezines Internet Solutions Limited, Factory Road Studios or Kerry Ballard Digital" means collectively Dezines Internet Solutions Limited, a United Kingdom private limited company, having its principal place of business at 4 Factory Road, Newport, NP20 5FA, South Wales, United Kingdom; "Online Business System PaaS Technology" means all of the proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Dezines Internet Solutions Limited  in providing the Service; "Service(s)" means the specific edition of the Online Business System 
        PaaS Technology , online Content Management and Customer Relationship Management Systems, billing, data analysis, or other corporate services identified during the ordering process, developed, operated, and maintained by Dezines Internet Solutions Limited or its partners, accessible via www.dezines.co.uk or another designated web site or IP address, or ancillary services rendered to you by Dezines Internet Solutions Limited, to which you are being granted access under this Agreement, including the Online Business System PaaS Technology and the Content; "User(s)" means you, your employees, representatives, consultants, contractors or agents who are authorised to use the Service and have been supplied user identifications and passwords by you (or by Dezines Internet Solutions Limited at your request).


          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.

         

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        Made with pride in GREAT Britain