THE FOLLOWING TERMS AND CONDITIONS FORM THE CONTRACT FOR ADVERTISING IN THE EPTSOFT DIRECTORY.
SUMMARY OF TERMS & CONDITIONS: Annual payment is for the eptsoft Directory entry only. All other services
are provided to promote the complete Directory and are not intended to
market individual suppliers websites or products in preference to any
other. Brochures, CD-ROMs, gallery listings, emailing, free software,
education shows, magazine advertising etc is at no additional charge
to the supplier and provided at the discretion of eptsoft. Promotional
activities may be changed at any time consistent with maintaining the
visitor numbers to the Directory and taking advantage of any marketing
opportunities that may arise. We cannot accept responsibility for
traffic to individual suppliers web sites only that for the Directory
as a whole from where visitors decide on which supplier sites to
visit. £360 INCLUDES A NON-REFUNDABLE SET-UP
FEE of £100. Expired annual
licences will remain in the Directory, and gradually be moved
onto higher pages.
1. Definitions
In these terms and conditions:
"Advertisement" means the advertisement(s) specified on the Advertising Confirmation receipt;
"Conditions" means these contractual conditions;
"Content" means any and all of the text, graphics, images, logos, photographs, layout, design, shading and colouration constituting or intended to be in an Advertisement;
"Intellectual Property Rights" means (a) all copyrights, patents, rights in trade marks, design rights, database rights, rights in know-how, trade secrets, rights in confidential information (whether registered or unregistered); (b) applications for registration, and the right to apply for registration, renewal, extension, division or reissue, for any of these rights; (c) and all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world;
"Services" means the services we agree to perform under a Contract and which are
specified in the Advertising Confirmation receipt and/or email;
"us" means eptsoft Ltd, a company registered in England and Wales under number 3888035;
"eptsoft.com" means the internet website (this includes the eptsoft Directory) currently located at the URL www.eptsoft.com, which is owned and operated by us;
"you" means a person, company or other organisation who or which enters into a Contract with us for the provision of advertising services in the eptsoft Directory or eptsoft website.
The headings in these Terms and Conditions are for convenience only and will have no legal meaning or effect.
2. The Contract, Commencement and Duration
This contract for services commences: with your telephone verbal agreement and confirmed by
us immediately by email. Set-up begins at that time in order to secure the next
best Directory position (and on the brochure if applicable). Incomplete work is
indicated as reserved or draft on the brochure, usually awaiting further instructions
from the advertiser. All progress is visible and immediately updated on the
'Directory Marketing' web page links.
The contract for services will last for 365 days, unless otherwise specified on the Advertising Confirmation
email, or unless it is terminated earlier in accordance with these Conditions.
During the period covered by the terms of this Contract, you have the opportunity to change the content of your advertisement twice (in addition to the initial submission). There is no additional charge for this service.
3. Our Obligations
Subject to these Conditions, we shall:
a. endeavour to make eptsoft.com available to Users; and
b. provide the Services using reasonable skill and care; and ensure that the services are provided of a quality conforming to generally accepted industry standards and practices.
4. Your Obligations
Subject to these Conditions, you shall:
a. advise us of and send to us any Content that we require from you; i.e. the
advertisement content instructions regarding Directory placement.
b. obtain all necessary permissions and consents which may be required before the commencement of services;
c. ensure that all Content provided to us by you is legal, decent, honest and truthful, and complies with: (i) The British Code of Advertising, Sales Promotion and Direct Marketing; (ii) any and all guidance, codes or other regulations made available by any competent authority having jurisdiction over or responsibility for the regulation of advertising, including, without limitation, Ofcom, the Independent Committee for the Supervision of Telephone Information Services, or the Advertising Standards Authority.
d. supply all Content in a suitable format as specified by eptsoft.com; and
e. ensure that all electronic files have been produced using properly licensed software and are free from Malware.
Even though a Contract is in place between you and us, we may refuse to publish any Advertisement where:
a. we consider that the Content is contrary to or infringes the terms of any law or the right of any person or that it may mislead members of the public or that members of the public might find it offensive prejudicial or inflammatory or that it is likely to subject us to prosecution, criticism or embarrassment; and/or
b. we consider to be inappropriate to be seen by our software users in schools, colleges, universities or other educational institutions globally.
5. Payment and Directory listing.
£360 payment is for the Directory listing in the Database only. All other marketing
services provided by eptsoft to promote the directory are FREE of charge and at
our discretion to maximise Directory visits.
Charges are in Pound Sterling (£) exclusive of VAT which, if payable, you must pay in addition.
VAT invoices follow by post within a few days.
Linking from the eptsoft online Directory is £360
+ vat
inclusive of set-up fee and vat.
Set-up Fee. £100 + vat set-up fee (non-refundable) for
the work involved in making the Directory listing and reservations in any current marketing i.e. brochure,
magazine advertising, emailing etc. Not applicable once the brochure or
emailing is sent for distribution i.e. printed or emailed to schools.
After seven-days outstanding any agreed discounts or
savings or promotional offers or set-up fees only will be cancelled and payment will be
required for the full original invoiced amount.
Outstanding Invoices. Terms 7 days. Reminder invoices will be posted after
seven days after which discounts will be cancelled. After a furher seven
days we will begin recovery of the debt through the 'small claims court' moneyclaim.gov.uk. An additional court fee of £35 will be added to the
outstanding amount.
Monthly payment, through credit card
or PayPal. Choosing this payment option does not qualify for any discounted price.
Selecting this option will cancel an existing invoice and raise a new one
for the full amount £360 + vat
spread over twelve months and collected through PayPal or associated
credit card method. Directory listing period and placement will be
unchanged. eptsoft reserves the
right not to accept this method of payment.
IMPORTANT: A failed
payment or cancellation of the subscription will be attempted a second
time should this be unsuccessful a new annual invoice
will be raised for the full amount of £360 + vat. This is included to prevent
early cancellation of the monthly payment method. The replacement invoice
for the full amount will begin a new annual listing period.
Directory listing includes one MAJOR HEADING plus one additional
sub-heading in that group. Additional headings and sub-headings may be offered at the time of
the purchase at the discretion of eptsoft. Also entries under subject and
product.
Supplier entry locations in the Directory are at the discretion of eptsoft
with the agreement of the supplier at the time of purchase. Advertisers will
provide a suitable advertisement to the specification given by eptsoft. In the
event of difficulty in providing a suitable clickable advertisement, eptsoft
will with your agreement make one by extracting images from your web site. This
can be then updated at anytime during your annual subscription period. All listings are
presented in 'listed date order' and cannot be moved manually into what might be
a better position. Reordering the Directory categories may change the position
on the screen, but will always be relative to others already listed. i.e. those
listed at a later date will always appear after earlier listings.
Directory navigation by subject and product is independent of original
listing order. This is to prevent new suppliers being moved to a less favourable
location than agreed at the time of advertising with eptsoft. Moving into a new subject listing will be at the discretion of eptsoft
and may not be accepted if it places existing entries in a less favourable
position. We will always try to provide the next best Directory location.
6. Contract Cancellation
Should you wish to remove your advertisement from the eptsoft Directory prior to
the end of the contract term, you should inform us via email of your intention.
We will remove your advertisement within 3 working days. Ads will remain in
place until outstanding invoices are settled. No refunds will be given.
Cancellation Fee. Unpaid invoiced orders cancelled within seven-days will
still
incur the set-up fee for the Directory listing.
eptsoft listings are covered by the Consumer Protection (Distance Selling)
Regulations 2000. The cooling-off period during which you have the right to
cancel for any reason within seven working days of your listing in the
Directory. Set-up fee for work completed in making the advertisement and
marketing your website still applies.
7. Directory Marketing.All Directory marketing is at the discretion of
eptsoft with the sole objective of maximising visits to the Directory and is provided as a free add-on to the 'eptsoft Directory database listing' for
which the charge is made.
Includes participation in all our marketing to promote the Directory i.e. FREE
Download Software, eptsoft Gallery, Promotional Emailing, Brochures, CD-ROMs, Education shows,
Magazine Advertising.
We reserve the right to use images either made by us or those submitted to
the directory or other publishing i.e. magazine advertising to promote the
directory in any way we feel will bring vistors to our website and subsequently
to the benefit of all our advertisers.
Responsibly for brochure mailing and distribution , printing is agreed with
outside organisations with whom we contract to do this work.
eptsoft retains the right to change our marketing at any time in order to
promote the Directory in the most effective way. Taking advantage of any short
term opportunities that may arise.
Inclusion in the Directory of supplier web sites is agreed at the time of
placing the telephone order and confirmed immediately by return email. eptsoft
accepts responsibility for completing the agreed content of the email or using
any alternative methods of achieving the same end result (monitored through
Google Analytics as page views) i.e. listing
positions at the time of entry although these may be changed later on
request or as new features. eptsoft cannot accept responsibly for web traffic generated onto an
individual suppliers site and any subsequent business activity. We will of
course make any reasonable changes if requested to promote the suppliers site providing its not at the expense of an existing advertisers i.e. moving directory
positions.
8. Brochure postal mailing.
Advertisements appear on the postal mailing brochure at the discretion of
eptsoft and are agreed at the time the directory listing is made. These 4.35cm *
6.7cm ads are FREE and offered in addition and are not part of the directory
database listing for which payment is charged. Brochures are just one part of
our Directory marketing strategy and as with other promotional methods i.e.
CD-ROMs or Free software do not form part of the Directory listing contract. One single ad. on the next brochure is
available for each supplier. Appearing on more than one brochure or on a series
is possible, but each has to be paid for as a new directory entry. Multiple size
ads and repeat discounts are available. Brochure mailing is additional FREE
marketing provided to promote the whole Directory not individual advertisers.
This means all brochure mailing are to the benefit of all advertisers.
Schools mailing of brochures is at the discretion of eptsoft and dependent
upon achieving sufficient entries for completion. In the event of a delay of the
advertiser in producing a suitable advert for the directory or the brochure
eptsoft will either make make one from the suppliers web site with your
agreement or remove the brochure
entry. Telephone reminders will have been made to
ensure the supplier has plenty of notice.
9. Annual Subscription Renewal Invitations.
Renewal invitations are posted prior to the renewal date
offering the opportunity to retain the existing dated entry position in the
directory and inclusion on the next brochure. This is reserved for thirty days.
Entries that are not renewed within this time will be retained in the Directory
at the discretion of eptsoft, but dated to always appear after any new entries.
Renewing after the expired date will not regain the original position, but will
be treated as a new entry at the next best location.
10. Limitation of Liability
This provision sets out eptsoft's entire liability to you and all other liability of eptsoft to you is hereby excluded.
You acknowledge and agree that computer and telecommunications systems are not uninterrupted or fault free and we do not make any representation or warranty in relation to such systems. You further acknowledge and agree that occasional periods of downtime for repair, maintenance and upgrading may be required and we cannot therefore guarantee uninterrupted provision of Services. We will take all commercially reasonable steps to minimise any such periods of interruption or non-availability.
You acknowledge and agree that we make no warranty and give no representation of any kind in relation to Third Party Data and we accept no responsibility or liability for inaccuracy in or arising out of Third Party Data.
In no event shall eptsoft be liable to you whether in contract, tort, by statute or otherwise in respect of any loss of profits and/or for any special, indirect, incidental or consequential loss or damage arising out of or in connection with the provision of the services, including, without limitation; loss of revenue, loss of anticipated savings, loss of business and/or goods, loss of goodwill, loss of use, loss and/or corruption of data and /or other information. For the avoidance of doubt, neither the types of loss and/or damage specified above nor any similar types of loss and/or damage shall constitute direct loss for the purposes of this agreement.
Nothing shall exclude or restrict our liability for fraudulent misrepresentation and/or for death or personal injury (including but not limited to sickness and death) to the extent that such injury results from negligence or wilful default of eptsoft, its servants, agents or subcontractors.
Our aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with this Agreement or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed the total charges paid by you for the service.
If we make an error in, or omission of or from an Advertisement, we will correct this as soon as reasonably practicable upon receipt of written notification and without charge to you. Further, we may reduce the Charges for such Service as is fair and reasonable having regard to the nature of the error or omission or extend the duration of the Contract without charge to you. Save as provided above, this represents the full extent of our liability to you in respect of errors in or omissions from Advertisements.
If we fail to comply with our obligations under the Contract as a result of an event outside of our reasonable control, we will have no liability to you as a result of such failure. We will promptly notify you as soon as reasonably practicable (and in any case, within fourteen (14) days) and we will take all reasonable steps to eliminate or mitigate the consequences of such an event, and where relevant, resume performance of our obligations affected by that event as soon as practicable.
11. Indemnities
You will at all times and on demand fully indemnify us and keep us fully indemnified from and against any losses, and/or liabilities in relation to any proceedings, claims, demands, damages, fines, costs, expenses and charges, which are incurred or suffered by us or our employees or agents arising out of your conduct, including, but not limited to, any breach of the Contract claims, threatened or made against us arising as a result of your non-compliance with any of your representations, warranties or obligations set out in the Contract.
12. Changes to the Services
We are committed to the constant improvement of our products and services. We may modify eptsoft.com or any of the Services from time to time without prior notice but in so doing we will try not to diminish the value and utility of the Services to any material degree. If we consider, acting reasonably, that such modification is likely to have a serious detrimental effect on your financial position, we will notify you of such modification.13. Intellectual Property Rights
All intellectual property rights in the information created or written by or on behalf of you, shall be and will remain your absolute property.
Neither party will gain by virtue of this agreement any rights of ownership of or in any copyright, patents, trade secrets, trade marks or other intellectual property or proprietary rights owned by the other.
14. Termination
Without prejudice to any other rights to which it may be entitled, either party may give notice in writing to the other terminating this agreement with immediate effect if:
· the other party commits any material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 15 days of that party being notified of the breach; or
· if an order is made or a resolution is passed for the winding up of the other party or if an order is made for the appointment of an administrator to manage the affairs, business and property of the other party or if a receiver is appointed to any of the other party's assets or undertaking or if circumstances arise which entitle the Court of a creditor to appoint a receiver or manager or which entitle the Court to make a winding up order or if the other party takes or suffers any similar or analogous action in consequence of debt.
15. General
You shall not assign or otherwise dispose of all or any of your rights or obligations under the Contract without obtaining our prior written consent.
Failure of either party to assert its rights in relation to any breach of the Contract shall not constitute a waiver of such rights, nor will any such waiver be implied.
Each provision of these Conditions shall be construed separately and shall be severable from these Conditions. If any provision of these Conditions (or portion thereof) is invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of these Conditions will not be affected or impaired.
Each party agrees that in entering into the Contract it has not relied on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to the Contract or not) other than as expressly set out in the Contract for which its sole remedy shall be for breach of contract under the terms of the Contract. Nothing in this Condition shall, however, operate to limit or exclude any liability for fraud.
A person who is not a party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
The Contract constitutes the entire agreement between you and us with respect to the subject matter hereof, and supersedes all prior discussions, agreement or understanding between you and us.
16. Governing Law and Jurisdiction
The Contract is made and shall be subject to the laws of England and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.
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