SUMMARY OF TERMS & CONDITIONS: 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. Invoiced amount becomes due for payment within seven days or the commencement of the next schools email campaign. 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 or our agents 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 awaiting
completion in the directory, usually awaiting further instructions
from the advertiser. All progress is intended to be visible.
The contract for directory services is described as annual meaning
unlimited for the forthcoming twelve, unless otherwise specified on
the Advertising Confirmation email, or unless it is terminated earlier
in accordance with these Conditions.
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 poor quality or 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.
Invoiced amount becomes due
for payment with seven days or the commencement of the next schools
email campaign.
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 emailed
every seven days after which discounts will be cancelled. After thirty
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 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 listing
period of twelve months.
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
click able advertisement, eptsoft will with your agreement make one by
extracting images from your web site. This can be then updated at
anytime during your 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.
6. Discounts for immediate or prompt payment within seven days. Email subject line invoice outstanding reminders.
DISCOUNTS WILL EXPIRE AFTER FOURTEEN DAYS. To maintain this exceptional value offer we can no longer be flexible on our payment terms. Directory marketing has to be paid in advance and sales commissions on receipt of order.
1st) Invoice from eptsoft
limited 2009/10 (2 to 3 days)
2nd) DISCOUNT IS FOR PROMPT PAYMENT: Invoice from eptsoft limited
2009/10 (7 days)
3rd) PROMPT PAYMENT DISCOUNT ABOUT TO EXPIRE: Invoice from eptsoft
limited 2009/10 (14 days)
4th) PROMPT PAYMENT DISCOUNT EXPIRED: Invoice from eptsoft limited
2009/10 (21 days)
Final Request) SMALL CLAIMS COURT FEE ADDED: Invoice from eptsoft
limited 2009/10 (30 days)
Submitted to Small Claims
Court for judgement.
7. 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.
8. 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
visitors 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.
9. Annual Renewal Invitations and School Buyers Email Inboxes.
Renewal invitations are emailed prior to the renewal date offering the
opportunity to retain the existing dated entry position in the
directory. 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 as a lifetime
listing, 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. School Buyers Email Inboxes are valid
for twelve months from the invoice date and are not part of the
lifetime directory listing. Annual upgrades include a new advert by
James English Designs and search engine optimisation.
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.