eptsoft Limited - Directory Terms and Conditions

[print]

THE FOLLOWING TERMS AND CONDITIONS FORM THE CONTRACT FOR ADVERTISING IN THE EPTSOFT DIRECTORY.

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;

"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 on:
· our receipt of your payment and;
· your receipt of the Advertising Confirmation which details the services being provided.
The contract for services will last for 365 days, unless otherwise specified on the Advertising Confirmation, 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;
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 on 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.

Payment of Ł250 p.a. is for the Directory listing only. All other marketing services provided by eptsoft to promote the directory are FREE of charge and at our discretion.

Charges are in Pound Sterling (Ł) exclusive of VAT which, if payable, you must pay in addition.

Interest will be added at 2% per month compounded from the invoice date for overdue payments.

After thirty days outstanding any agreed discounts will be cancelled and payment will be required for the full amount.

Each paid for 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.

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. No refunds will be given.

7. Directory Marketing.

All Directory marketing is at the discretion of eptsoft and is provided as a free add-on to the eptsoft Directory listing for which the charge is made.

Includes participation in all our marketing to promote the Directory. FREE Download software. Educational and Hobby Group mailings. FREE Promotional CD-ROM at Educational and Hobbyists shows. Magazine advertising.

Responsibly for brochure mailing and CD distribution , printing is agreed with outside organisations with whom we agree 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 arise.

Leaflets and CDs will only be distributed when sufficient entries are found to cover the cost and also to make it a useful resource for the recipient i.e. teacher.

8. 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.

9. 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.

10. 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 and you shall have the option to:
a. agree to the modification and continue to receive the Services; or
b. terminate the Services and you will be entitled to a refund of that part of any Charges you have already paid to us and which relates to a period after the date that the Services have terminated.

11. 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.

12. 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.

13. 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.

14. 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.

[print]