Terms of Service - Braysham

Braysham Limited Terms and Conditions

Any transaction or contractual agreement between Braysham Ltd and any other party is acceptance of these terms and conditions of service. These terms and conditions will not be varied for individual customers.

1 DEFINITIONS

1. In this Agreement the following words and expressions shall have the following meanings.

1.2 “Braysham, the supplier, we, us, our” means Braysham Ltd and where applicable Braysham Business, Braysham Graphics, Area Gazette.

1.3 “Partners” means any company associated with Braysham supplying services enabling Braysham to carry out its obligations to customers.

1.4 “Customer, you, your” means any party engaged in any form of transaction/contractual agreement with Braysham

1.5 "services" means all products, services, resources or any form of supply requiring payment or non payment provided by Braysham.

1.6 "intellectual property rights" means patents, trade marks, design rights, applications for any of the foregoing, copyright, topography rights, database rights, rights in know-how, trade or business names and other similar rights or obligations, whether registrable or not in any country.

1.7 "visitor" means a third party accessing any Braysham or partner website.

1.8 Words denoting the singular shall include the plural and visa versa and words denoting any gender shall include all genders.

1.9 The headings of the paragraphs of this agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

2. Charges, Payment, Subscriptions.

2.1 We accept payment by online payment processors, nominated by us to collect payments on our behalf. Paypal is one such payment processor. Others may be nominated as and when we deem necessary. Payment to a payment processor by all credit cards, debit cards and direct debit are subject to the Terms & Conditions of the payment processor.

2.2 Initial payments by cheque are subject to aBrayshamoval and agreement by us.

2.3 Presently we accept monthly subscription payments by Paypal subscription only. This method is subject to review when other payment processors may be nominated.

2.4 If Paypal are unable to collect a due subscription payment a second application will be made. Second application refusal will result in the customer being notified of possible termination of services.

2.5 Payment transactions are free of VAT.

2.6 We do not provide credit facilities.

2.7 All payment transactions are between you and our nominated payment processor/s. We do not store or have access to your credit/debit card details.

3. Money Back Guarantee.

3.1 Some services provided by us or our partners offer 30 day money back guarantee, but may be subject to terms.

4. Software Licence Rights.

4.1 If a Customer requires use of software owned by or licensed to Braysham ( "Braysham software") or our Partners in order to use our services, Braysham grants to the Customer and its employees, agents and third party consultants and contractors, a royalty-free, world-wide, non-transferable, non-exclusive licence to use Braysham Software in object code form only, in accordance with the terms of this Agreement. For the avoidance of doubt, this Agreement does not transfer or grant to the Customer any right, title, interest or intellectual property rights in Braysham Software.

4.2 In relation to our obligations under this Agreement in connection with the provision of the Services, the Customer grants to us a royalty-free, world-wide, non-exclusive licence to use the Customer Software and all text, graphics, logos, photographs, images, moving images, sound, illustrations and other material and related documentation featured, displayed or used in or in relation to Braysham websites ("the Content"). For the avoidance of doubt, this Agreement does not transfer or grant to us any right, title, interest or intellectual property rights in the Customer Software or the Content.

4.3 The Customer undertakes that he will not himself or through any third party, sell, lease, license or sub-licence Braysham Software.

4.4 Braysham may make such copies of the Customer Content as may be necessary to perform its obligations under this Agreement, including back up copies of the Content. Upon termination or expiration of this Agreement, we will destroy all such copies of the Content and other materials provided by the Customer as and when requested by the Customer.

5 SERVICE LEVELS AND DATA BACKUP

5.1 Braysham shall use its reasonable endeavours to make all Services available to the Customer 100% of the time but because the Services are provided by means of computer and telecommunications systems, we make no warranties or representations that the Service will be uninterrupted or error-free and we shall not, in any event, be liable for interruptions of Service.

5.2 Braysham carries out data backups for use by us in the event of systems failure. We do not provide data restoration facilities for individual customers. Even though every effort is made to ensure data is backed up correctly we accept no responsibility for data loss or corruption.

6 ACCEPTABLE USE POLICY

6.1 Any websites and use of the Services provided by us may be used for lawful purposes only and the Customer may not submit, publish or display any content that breaches any law, statute or regulation. In particular the Customer agrees not to:

6.1.1 use the Services or websites in any way to send unsolicited commercial email or "spam", or any similar abuse of the Services;

6.1.2 send email or any type of electronic message with the intention or result of affecting the performance of any computer facilities;

6.1.3 publish, post, distribute or disseminate defamatory, obscene, indecent or other unlawful material or information, or any material or information which infringes any intellectual property rights (for the avoidance of doubt this includes licensed software distributed as Warez), via the Services or on a Braysham Website;

6.1.4 threaten, abuse, disrupt or otherwise violate the rights (including rights of privacy and publicity) of others;

6.1.5 engage in illegal or unlawful activities through the Services or via a Braysham Website;

6.1.6 make available or upload files to a Braysham website or to the Services that the Customer knows contain a virus, worm, trojan or corrupt data

6.1.7 obtain or attempt to obtain access, through whatever means, to areas of Braysham's network or the Services which are identified as restricted or confidential.

6.2 The Customer has full responsibility for the content of a Website supplied by Braysham. For the avoidance of doubt, we are not obliged to monitor, and will have no liability for, the content of any communications transmitted by virtue of the Services.

6.3 If the Customer fails to comply with the Acceptable Use Policy outlined in Clause 8.1 Braysham shall be entitled to withdraw the Services and terminate the Customer's account without notice.

7 ALTERATIONS AND UPDATES

All alterations and updates to a Braysham Website shall be made by the Customer using the online account management facility, FTP access or SSH access where available. The Customer will be issued with a user name and password in order to access their account. The Customer must take all reasonable steps to maintain the confidentiality of this user name and password. If the Customer reasonably believes that this information has become known to any unauthorised person, the Customer agrees to immediately inform Braysham and the password will be changed.

8 WARRANTIES

8.1 The Customer warrants and represents to Braysham that our use of the Content or the Customer Software in accordance with this Agreement will not infringe the intellectual property rights of any third party and that the Customer has the authority to license the Content and the Customer Software to Braysham as set out in Clause 6.2.

8.2 All conditions, terms, representations and warranties that are not expressly stated in this Agreement, whether oral or in writing or whether imposed by statute or operation of law or otherwise, including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded. In particular and without prejudice to that generality, Braysham shall not be liable to the Customer as a result of any viruses introduced or passed on to the Customer.

9 INDEMNITY

The Customer agrees to indemnify and hold Braysham its Partners, employees and agents harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Braysham arising out of any breach by the Customer of the terms of this Agreement or other liabilities arising out of or relating to this Website.

10 LIMITATION OF LIABILITY

10.1 Nothing in these terms and conditions shall exclude or limit Braysham's liability for death or personal injury resulting from Braysham's negligence or that of its Partners, employees, agents or sub-contractors.

10.2 The entire liability of Braysham to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.

10.3 In no event shall Braysham be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or Braysham had been made aware of the possibility of the Customer incurring such a loss.

11 TERM AND TERMINATION

11.1 This Agreement will become effective on the date the service is ordered and shall continue until terminated by either party in writing of its intention to terminate the Agreement.

11.2 Braysham shall have the right to terminate this Agreement with immediate effect by notice in writing to the Customer if the Customer fails to make any payment when it becomes due.

11.3 Either party may terminate this Agreement forthwith by notice in writing to the other if:

11.3.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so;

11.3.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;

11.3.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;

11.3.4 the other party ceases to carry on its business or substantially the whole of its business;

11.3.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

11.4 Any rights to terminate this Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of this Agreement as at the date of termination.

11.5 On termination all data held in the customers account will be deleted.

12 ASSIGNMENT

12.1 Braysham may assign or otherwise transfer this Agreement at any time.

12.2 The Customer may not assign or otherwise transfer this Agreement or any part of it without Braysham's prior written consent.

13 FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any Internet Service Provider, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.

14 SEVERANCE

If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

15 NOTICES

Any notice to be given by either party to the other may be sent by either email, fax or recorded delivery to the address of the other party as appearing in this Agreement or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by fax shall be deemed to be served on receipt of an error free transmission report, or if sent by recorded delivery shall be deemed to be served 2 days following the date of posting.

16 ENTIRE AGREEMENT

This Agreement contains the entire Agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. This Agreement may be updated by the inclusion of the date found at the beginning of this Agreement.

17 GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.