Dental Advertising Club and CR4L
Products and Services Terms and Conditions
Introduction
We are Dental Advertising Club, part of CR4L Marketing, a company of the Old Batch, Bradford on Avon, BA15 1TL (“we/our/us”). Email –info@cr4l.com
We and some of Our Representatives operate a range of websites,
including Our UK Website and Our USA Website (“Websites”), that list
the products and services, which we offer for sale to businesses. We
also make our services available in person, face to face or over the
telephone. We use the words “Service” and “Services” to refer to any
or all of our products and services.
The legal terms and conditions on which we sell the Services (“Terms”)
are made up of:
1) this Introduction;
2) the general terms and conditions applicable to all Services, which are
set out below (“General Terms”);
3) the terms and conditions specific to each individual Service, available
by clicking on the appropriate hyperlink or by scrolling down to the end
of these General Terms (“Service Terms”); and
4) any other policies, documents or pages that are referred to in either
the General Terms or the Service Terms (“Additional Terms”).
Our Services and the Terms may change over time. We will notify you
of these changes as they occur. For further details of the types of
changes that we may make, please see paragraphs 6 and 8(c)(i) below.
Once you order Services from us and we confirm your order, both we
and you (on your own behalf and on behalf of the business you
represent (if any)) will have to comply with the Terms. Please read the
Terms carefully and make sure that you understand them, before
ordering any Services from us. We strongly recommend that you read
the General Terms and all Service Terms and Additional Terms that
apply to the Services that you want to buy.
You will need to accept the Terms before you order our Services. If you
do not accept the Terms, you will not be able to order any Services from
us. You should print a copy of the Terms, or save them to your
computer, for future reference.
General Terms
1. Definitions
When the following words with capital letters are used in the Terms, this
is what they mean:
“Agreement” means the Service Description, the Service Pricing, the
Confirmation of Order and the Terms.
“Beta Services” has the meaning given in paragraph 14(a).
“Confirmation of Order” means the document, webpage or electronic
communication that we issue to you to confirm our acceptance of your
Order.
“Content” means any and all textual, graphical, visual and audio
content including text, code, graphics, images, logos, photographs,
sounds, music, video, animation, characterization, URLs, trademarks,
data, media and other content in any form.
“Domain Name” means an internet domain name that is registered
through a Registry.
“Event Outside Our Control” means any act or event beyond our
reasonable control, including without limitation strikes, lock-outs or other
industrial action by third parties, civil commotion, riot, invasion, terrorist
attack or threat of terrorist attack, war (whether declared or not) or
threat or preparation for war, fire, explosion, storm, flood, earthquake,
epidemic or other natural disaster, or failure of public or private
telecommunications networks.
“Fees” means the fees payable by you for the Services, which are
described in the Service Pricing.
“Free Services” has the meaning given in paragraph 15(a).
“Intellectual Property Rights” means all (a) copyrights, patents, rights
in trademarks, design rights, database rights, rights in know-how, trade
secrets, service marks, domain names and 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 the rights listed in (a); and (c) all other
intellectual property rights and equivalent or similar forms of protection
existing anywhere in the world.
“Laws” means laws, regulations, rules, orders, codes of practice or
other requirements of governmental or regulatory bodies with authority
existing anywhere in the world.
“Minimum Term” has the meaning given in paragraph 3(b).
“Monthly Budget” means the monthly budget for the Services that may
be selected by you from time to time and which is described in the
Service Pricing.
“Order” means your order for the Services (including a request to use
Trial Services or Free Services) which typically may be placed online via
the Websites or our electronic contracting portal.
“Our Content” means all Content that we create, publish or otherwise
use in connection with providing the Services, including any Content
that we create on your behalf or license from third parties.
“Our Data” means any and all data relating to the Services or their use
by you or anyone else, including data about the transactions processed
through your use of the Services and any other data identified as “Our
Data” in the Service Terms.
“Our Representatives” means our affiliates and any employee, partner,
agent, contractor, service provider, licensor or other representative of us
or of our affiliates.
“Registry” means any of the Domain Name registries or registrars,
which is run under the rules of ICANN. For the purposes of the Terms,
any Registry shall be treated as one of Our Representatives.
“Service Description” means the description of a Service made
available by us (including via our Websites) from time to time.
“Service Month” has the meaning given in paragraph 3(b).
“Service Pricing” means the pricing information for a Service made
“Start Date” has the meaning given under paragraph 3(a).
“Transaction Data” means the order and shipping information that we
give or show you in connection with the sale of your own products and
services and any other data or information we or Our Representatives
give you or you get from us or Our Representatives in connection with
the sale of your products or services or the submission of appointment
requests for your services.
“Trial Services” has the meaning given in paragraph 13(a).
“You” and “you” means both the individual entering into the Agreement
and the business (if any) on whose behalf the individual is entering into
the Agreement and the terms “Your” and “your” shall be construed
accordingly.
“Your Content” means all Content that you or your employees, agents
and contractors create, upload, publish or otherwise provide or use in
connection with your use of the Services.
“Your Data” means any data that you give to us or let us access about
you, your business, your actual or prospective customers or the
products and services that you sell and any other data identified as
“Your Data” in the Service Terms, but excluding Our Data.
“Your Taxes” means any and all value added, sales, use, excise,
import, export and other taxes and duties assessed, incurred or required
to be collected or paid for any reason in connection with any
advertisement or the offer or sale of the goods and services that you
advertise or sell through, or in connection with, the Services.
2. How the Contract is Made between You and Us
(a) Please take the time to read and check your Order before you
submit it to us.
(b) Your Order will not be accepted until we issue you with a
Confirmation of Order. Once we issue you with a Confirmation of Order,
the Agreement between us will be made. If you have placed an order for
the Services with the help of our US-based telesales team then once we
provide you with the Confirmation of Order and the contract has
commenced, you still have a cancellation right under paragraph 21(c).
(c) If we are unable to supply you with a Service, for example because
that Service is no longer available, we will inform you of this by email
and we will not process your Order. If you have already paid for the
Services, we will refund you the full amount as soon as possible.
(d) Some of our Services give you the option to upgrade or downgrade
to a different version of that Service. If you want to upgrade or
downgrade any Service that you have bought from us, you will need to
follow the instructions in the relevant Services Terms. This also applies
where we give you the option to upgrade from a Trial Service or Free
Service to a full version of that Service. Please note that we do not offer
upgrades and downgrades for all of our Services. We will try to make
your upgrade or downgrade effective as soon as possible, but you
agree that this may not happen until the start of a future Service Month.
(e) If any of the various parts of the Agreement is inconsistent with any
of the other parts of the Agreement, the following order of priority will
apply: (i) Confirmation of Order; (ii) Service Terms; (iii) General Terms;
(iv) Additional Terms; (v) Service Description; and (vi) Service Pricing.
3. Contract Term
(a) The Agreement will begin on the date that we send the Confirmation
of Order (“Start Date”).
(b) If there is a minimum term requirement for a Service, this will be set
out in the Service Terms and will be confirmed to you in the
Confirmation of Order (“Minimum Term”). The Agreement will
otherwise continue on a month-to-month basis from the Start Date (or
from the end of the Minimum Term, if applicable) until cancelled by us or
you. Each of these monthly periods will be known as a “Service
Month”. By way of example, if the Start Date were 5 January, the first
Service Month would run from 5 January to 4 February and the second
Service Month would run from 5 February to 4 March.
4. Our Services
(a) In return for the Fees, we will provide you with access to and use of
the Services that you have bought.
(b) We try to perform the Services as described in the corresponding
Service Descriptions.
(c) You agree that we may change how Your Content looks, “feels” or is
formatted if we think this is necessary or more convenient for us to
provide the Services.
(d) Some of our Services rely on third parties, for example Google™ or
Facebook™, to do certain things. You acknowledge that (i) we may not
be able to provide a particular Service feature where you do not meet
criteria set down by a relevant third party; (ii) we do not have any control
or exercise influence over the third party’s own services; and (iii) a third
party’s service may stop or change from time to time. You acknowledge
that these are Events Outside Our Control and that neither we, nor Our
Representatives, will be responsible for any impact these events may
have.
(e) Some of our Services give you the option to use third party tools or
Content, for example Google Maps™. You agree that this use is subject
to the terms and conditions of those third parties and that we are not
responsible for the performance or non-performance of any third party
tools or Content.
(f) Where a Service feature involves setting up an account or setting up
or administering a page or pages on a third party website, you
acknowledge that: (i) where necessary, we are authorised to set up an
account on your behalf; (ii) we are authorised to administer the account,
page or pages on your behalf; and (ii) you are authorised and grant us
permission to display all Content on the pages or account.
(g) Some of our Services involve us acting on your behalf as your agent,
for example, to repoint or move your own Domain Name from one
hosting provider to another. You acknowledge and agree that: (i) where
necessary, we are authorised to act on your behalf as your agent; (ii) we
are authorised to administer your account,on your behalf; and (iii) you
are remain responsible for your account with any third party providers.
5. Customer Contact
(a) Our customer support team is available 24 hours a day 7 days a
week, by simply clicking on the “Contact Us” section in the footer of our Websites. Alternatively you can email, telephone or write to us
using the contact details we put on our Websites or in correspondence
to you. If we can’t answer your question, we may pass you on to a third
party expert who will try to resolve it.
(b) If we need to contact you, we will do so by email, telephone or post.
6. Changes to the Services or the Terms
(a) We may make changes to the Terms from time to time. If we change
the Terms, we will let you know, either by email or when you next log in
to the Services.
8. Fees and Monthly Budgets
(a) For all Services we will charge you by way of Fees or a Monthly
Budget. The Service Pricing for each Service confirms how we charge
for that Service. Fees and Monthly Budgets will be chargeable from the
Start Date.
(b) We may use your information to obtain credit reports about you from
time to time and you agree we can do this. This may include us passing
your Personal Data, including your payment details, to credit reference
agencies and these agencies may keep a record of any search that they
carry out on our behalf.
(c) Fees
(i) The Fees will be as quoted in the Service Pricing from time to time in
the applicable currency. We may change the Fees for the Services from
time to time. We will notify you of any changes to the Fees either by
email or when you next log in to the Services.
(ii) The Service Pricing will explain whether the Fees that you are to pay
for the Services are one-off Fees, recurring Fees (for example, monthly,
annual, etc.), transaction-based service Fees or some other kind of
fees.
(iii) The Fees for a Service exclude all applicable sales taxes and other
taxes which will be added on to the Fees.
(d) Campaign Budget
(i) The Campaign Budget includes our charges for the Services.
(ii) We will try to provide Services up to but not more than the value of
your Campaign Budget in any Service Month. Where there is any
Monthly Budget left at the end of a Service Month, we will automatically
roll this over into the next Service Month.
(iii) If a Service is charged on a cost-per-click (“CPC”) or cost-perthousand-
impressions (“CPM”) basis, the number of clicks or
impressions shall be exclusively calculated by us. Unless there is an
obvious mistake on our part, you acknowledge and agree that click and
impression statistics provided by us are the official, definitive
measurement of activity and that no other measurements or usage
statistics (including those of a third party or your own) will be accepted
by us. We will try to meet any CPC or CPM targets listed in the Service
Description, but you agree that these are only targets and are not
guaranteed.
(iv) The Campaign Budget for a Service excludes all applicable sales
taxes and other taxes which will be added on to the Monthly Budget.
9. How to pay
(a) When you submit your Order, you must provide us with the payment
information that we request, which may include:
(i) details for a valid credit card from a card scheme acceptable to us;
(ii) details for a valid bank account in Your Country; or
(iii) details for a valid PayPal account.
(b) You must keep your credit card, bank account or PayPal account
information up to date at all times during the term of the Agreement.
You authorize us to check your information (including any updated
information), to obtain credit authorizations from the issuer of your credit
card, and to either charge your credit card or debit your bank account or
PayPal account from time to time for any sums payable by you to us.
(c) You must pay for the Services when we require you to. We will
charge the card or take the money from the bank or PayPal account
whose details you give us when you place your Order.
(d) If you don’t pay when you are supposed to:
(i) we may charge you interest on the overdue amount at the lesser of
1.5% per month or the highest rate allowed by applicable Laws. This
interest will accrue on a daily basis from the due date until the date of
actual payment of the overdue amount, whether or not this payment
occurs before or after any court judgment is made. You must pay us
interest in addition to the overdue amount; and
(ii) we reserve the right to suspend or cancel all or part of the Services
and your access to them.
(e) We may offset any amounts you owe us (whether in reimbursement
or otherwise) against any payments we make to you.
10. Service Availability and Security
(a) You understand and acknowledge that the Services are not intended
to be error free and that from time to time the Services may contain
mistakes, be unavailable or may not be fully functional. This may be as
a result of planned or required maintenance, repairs or updates,
equipment failures, high volumes of internet traffic, interruption of
telecommunications or digital transmissions links, network or system
errors or many other factors.
(b) We will try to minimise any disruption to your use of the Services,
however, we do not promise that any Service will be provided on a
continuous and uninterrupted basis, or that we will be able to correct
any error that occurs in the Services. We will not be not liable for any
interruptions to the Service availability or functionality, whether caused
by an Event Outside Our Control or by anything else.
(c) You should notify us if you notice any problems with the availability
or functioning of the Services so that we can try to fix these problems.
(d) We may temporarily suspend any Service at any time if:
(i) we believe this is necessary in order to carry out essential
maintenance;
(ii) we believe this is necessary in order to prevent or respond to
hacking attempts, service attacks or other similar activities directed at
our systems, or to deal with any other emergency technical issue;
(iii) we have reason to believe that you are no longer using the Services
or that the password and access codes we have provided to you are
being misused, for example, where you fail to respond to emails from us
or Our Representatives regarding your contact information; or
(iv) this suspension is required by a third party with authority, including
any of Our Representatives, ICANN and judicial, regulatory or
governmental bodies.
(e) Although all information transmitted to us is stored in operating
environments which we believe are within industry standards for
security, you acknowledge and agree that no data stored on or
transmitted over the internet can be guaranteed to be 100% secure. We
are not responsible for any security breach or any interception or
interruption of Your Content, Your Data or any communications that you
send through your use of the Services.
(f) You are responsible for securing and backing up Your Content and
Your Data.
11. Your Use of the Services
How you may use the Services
(a) You and any employees, agents or contractors who you authorise,
are allowed to access and use the Services for your normal, internal,
business activities for the term of the Agreement. Please note that you
are not allowed to resell the Services or give them away or to transfer
your rights or any Agreement to a third party.
(b) You are responsible for arranging your online access to the Services
and for paying any relevant fees, for example, to your broadband
supplier. You are also responsible for having all the necessary
equipment for accessing the Service.
(c) You will provide us with Your Content and Your Data when we
request it.
(d) You will only use the Services in compliance with applicable Laws
and you agree not to ask a third party to do anything on your behalf that
does not comply with applicable Laws. This will include complying with
all Laws that apply to your business, any local Laws that apply in the
countries in which you access and use the Services, and any Laws
relating to the marketing, advertising or sale of the goods and services
you offer (and in particular any Laws relating to online marketing,
advertising or sales).
(e) If a Service relies on third parties, for example Google™ or
Facebook™, you may be required to comply with that third party’s rules
or guidelines when you use that Service.For Services that include
email and mailbox features, you must comply with the “Open SRS
Acceptable Use Policy for Email”.
(f) If we think your use of the Services is excessive, we will tell you. If
you don’t reduce your usage, we may suspend or cancel your access to
the Services. We may also set limits on your use of the Services, for
example, a maximum number or maximum size of emails sent or
received over the Service.
(g) You will meet all written security or network access requirements
that we provide to and you will not disclose any passwords or access
codes that we give you, except where this is needed for your authorised
employees, agents and contractors to access and use the Services on
your behalf and you are responsible for actions taken when your logon
details are used.
(h) You will notify us immediately if you become aware of any
unauthorised use of passwords or access codes that we give you or any
other breach of security that could affect us or the Services.
(i) You are responsible for the remittance, calculation and collection of
Your Taxes. You acknowledge that we have no responsibility for Your
Taxes and we recommend that you seek independent advice from a tax
professional.
(j) You understand and agree that we do not, in any circumstances,
approve or endorse any product or service that you may market or sell
through your use of the Services or Your Content.
(k) Where the Services require action by you, for example to carry out
file clearing or maintenance, you will do what’s needed for the upkeep of
these Services.
(l) You are responsible for all use of the Services by you and your
employees, agents and contractors. We will not, in any circumstances,
be liable to you or any third party for any damage that is caused, or any
loss that is suffered, as a result of the use of the Services by you or your
employees, agents and contractors.
(m) We may provide the users of our Services with tools which allow
them to rate you or the goods and services that you provide through
your use of the Services, to provide feedback or to ask you questions.
We may make these ratings, feedback, questions and answers publicly
available.
(n) We are entitled to sign you out of the Services if you are inactive for
an extended period of time and to modify your user settings without
notice.
Ways in which you may not use the Services
(o) Unless paragraph 11(p) applies, you will not:
(i) tamper with, update, change or gain unauthorised access to any part
of any of our Services or the software or systems that we use to run the
Services;
(ii) use any automated means to monitor or copy the Services or Our
Content, or to interfere with or attempt to interfere with how the Services
work;
(iii) modify, edit, reverse assemble, reverse engineer, decompile,
distribute or display any part of our Services or make other works based
on any part of our Services.
(iv) use the Services to store or transmit viruses, bugs, Trojans and
other forms of computer programming malware;
(v) interfere with or disrupt the performance of the Services or any third
party data;
(vi) attempt in any way to test, circumvent or breach the security of any
part of our Services;
(vii) copy, republish, download, change, display or distribute any part of
Our Content, in any form or by any means;
(viii) disable any licensing or control features of the Services or in any
way interfere with features which place limitations on the use of the
Services;
(ix) remove, obscure, or alter any notice of copyright, trade mark or
other mark or wording relating to ownership rights, which is contained in
Our Content or any aspect of the Services;
(x) use the Services in any way which may be considered deceptive,
misleading or unethical or which might harm us, Our Representatives or
the general public;
(xi) use the Services in any way that is not allowed under the
Agreement;
(xii) access the Services through any means other than those which we
tell you are acceptable;
(xiii) use the Services in a way that interferes with their normal operation
or that consumes a disproportionate share of their resources;
(xiv) use the Services to collect or use email addresses, screen names,
other identifiers or information;
(xv) use the Services to use an internet account or computer without the
owner's authorisation;
(xvi) use the Services to monitor data or traffic on any network or
system;
(xvii) use the Services to distribute software that covertly gathers or
transmits information about a user; or
(xviii) sub-license, assign, rent or resell the Services to any third party.
(p) You are permitted to carry out any of the actions set out in
paragraph 11(o) to the extent that:
(i) you have a right to do so under relevant Laws and this right cannot
lawfully be excluded by a contract;
(ii) we have granted you a right to do so under the Agreement; or
(iii) we have authorised you to do so in writing.
Your Promises to Us
(q) You confirm that you have (and will maintain for the term of the
Agreement) all the necessary permissions, licences and consents (in all
relevant countries) to allow you to use Your Content and Your Data in
connection with the Services. You will provide evidence of the
necessary permissions, licences and consents if requested by us.
(r) You confirm that Your Content and Your Data:
(i) are true, accurate, complete and kept up to date;
(ii) are in a format approved by us;
(iii) do not infringe or assist in the infringement of any Intellectual
Property Rights or other rights belonging to a third party;
(iv) are not defamatory, libellous, fraudulent, malicious, slanderous,
obscene, harmful, threatening, harassing, discriminatory, racially or
ethnically offensive or otherwise inappropriate or unlawful;
(v) have not been altered in order to disguise where they came from;
(vi) do not contain sexually explicit images or promote unlawful violence;
(vii) are free of viruses, bugs, Trojans and other forms of computer
programming malware that may potentially damage, interfere with or
intercept our systems or any data contained within those systems;
(viii) do not create a risk to the safety or health of any person or the
public, or interfere with an investigation by law enforcement; and
(ix) comply with our Advertising Policy.
(s) You acknowledge that we are not under a duty to publish any of
Your Content or Your Data. We may remove, reject or delete any of
Your Content or Your Data for any reason. Without limiting our rights
under paragraph 17, we may also change any of Your Content or Your
Data if we consider it does not comply with paragraph 11(r), although
we are not required to do this.
(t) You acknowledge and accept that you are responsible for Your
Content and Your Data and any use that is made of them by any third
party.
(u) You will not disparage us, Our Representatives or our Services, or
any user of our Services.
(v) You will reimburse us and Our Representatives in full for any
damage, loss, liabilities, fees, costs and expenses that we or they suffer
(including any claims brought against us or them by third parties) as a
result of you not following any part of this paragraph 11.
12. Domain Names
(a) The Registry may reject applications for Domain Names based on its
standard rules for handling applications. We provide no guarantee that
any application we make on your behalf for a Domain Name will be
accepted.
(b) If your preferred choice of Domain Name is not available, we will
give you the option to select an alternative Domain Name. If your
preferred Domain Name becomes unavailable between checkout and
registration we will advise you of this and we will either offer you an
alternative Domain Name or (at your option) refund to you any Fees that
you have paid us in respect of the relevant Domain Name.
(c) We do not give any guarantee that any of your preferred Domain
Names are available or are able to be registered. Any actions that you
take before we notify you that the Domain Name has been officially
registered, for example publishing your preferred Domain Name, are at
your own risk.
(d) You will need to inform both us and the Registry promptly of any:
(i) change to your registered details for the Domain Name, for example
your contact information; and
(ii) actual or potential claims brought by or against you in connection
with the Domain Name.
(e) We will renew the Domain Name automatically each year unless you
cancel the Domain Name or any Service which comes with the Domain
Name, or if you sell or otherwise transfer the Domain Name to a third
party.
(f) The Service Terms confirm who owns the Domain Name and who is
responsible for paying the fees for renewing the Domain Name each
year. You acknowledge that the fees for renewing the Domain Name
may change each year and that this may affect the overall Fees that
you pay for the Services.
(g) We will not be liable for any loss that you suffer as a result of your
failure to renew the Domain Name registration once you have cancelled
the Domain Name or any Service which comes with the Domain Name,
or if you have sold or otherwise transferred the Domain Name to a third
party.
(h) When we register or renew your registration of a Domain Name you
understand and accept that we will be acting on your behalf as your
representative. You must comply with the terms and conditions, rules
and policies of the Registry or Registries where the Domain Names are
registered.
(i) If the Domain Name is to be transferred from one Registry to another,
you will provide any assistance that we or the Registries require in order
for the transfer to take place.
(j) When we provide you with a domain name we act as a reseller
of Tucows.com Co. As well as complying with the terms and
conditions, rules and policies of the relevant Registry or
Registries (including Tucows), you must at all times comply with
the Master Domain Registration Agreement (“MDR”) for each
Domain Name that we register on your behalf. You will note that
some of the wording of the MDR is quite legal and technical.
Unfortunately this is an agreement between you and Tucows.com
Co. and the wording is standard for any agreement relating to
registering a Domain Name, whether this is done through us or
directly with a Registry, and we are unable to change the wording
of the MDR. We strongly recommend that you read the MDR (and
any documents, rules and policies referenced and linked to within
the MDR) very carefully and that if necessary, you seek
independent legal advice to ensure that you have fully understood
the MDR. In particular you should carefully consider the
paragraphs relating to “liability” and “indemnities” contained in
the MDR as these may affect your legal rights.
(k) We also recommend that you read ICANN's Registrants’ Rights
and Responsibilities document . This document contains
important information about your rights and duties relating to the
Domain Name that we provide to you.
13. Trial Services
(a) This paragraph 13 applies where we give you a trial of any of the
Services ("Trial Services").
(b) Each customer is allowed one Trial Service of each relevant Service
category. We will provide the Trial Service for the time period specified
in the Service Terms (“Trial Period”) free of charge.
(c) The Service Description for each Trial Service sets out additional
terms that apply to that Trial Service.
(d) The Trial Services will be automatically cancelled at the end of the
Trial Period. If you want the service to continue after the end of the Trial
Period, you will have the option to place an Order for a Service of the
same Service category. Some of the basic options for the Services you
might order may be Free Services.
(e) Trial Services are not transferable and no cash alternative will be
provided. We reserve the right to change or withdraw the Trial Services
at any time and we will not be liable to you in these circumstances.
(f) In return for receiving the Trial Services, you agree to take part in
email or telephone feedback and market research surveys from time to
time during the Trial Period, and for 6 months after the end of the Trial
Period. We are entitled to use your feedback in our advertising,
promotions and sales and marketing materials.
(g) All the provisions of the Terms will apply to the Trial Services in the
same way as they apply to the Services except that paragraphs 4(b), 8
and 9 of these General Terms will not apply to the Trial Services.
14. Beta Services
(a) This paragraph 14 applies where we provide you with a “Beta”,
“Alpha”, “Experimental”, “Pilot”, “Evaluation”, “Pre-release”,
“Unsupported” or similar version of any of the Services ("Beta
Services") for a period of time ("Beta Use Period"). The term “Beta
Services” will also include any Service or any feature of any Service that
is identified as “Beta”, “Alpha”, “Experimental”, “Pilot”, “Evaluation”,
“Pre-release”, “Unsupported” or anything similar.
(b) The Beta Services are provided "as is" and we do not make any
promises of any kind in relation to them. We do not promise that the
Beta Services will be free from faults or defects and we will not be liable
for any loss of, or corruption to, Your Data that may happen due to your
use of a Beta Service. You agree that your use of the Beta Services is
at your own risk and that you have sole responsibility for protecting Your
Data and Your Content when making any use of the Beta Services. If
any representations or guarantees apply to the Beta Services by law,
we exclude those as far as it is within our rights to do so.
(c) We reserve the right to change or withdraw the Beta Services at any
time and we will not be liable to you in these circumstances.
(d) All the provisions of the Terms will apply to the Beta Services in the
same way as they apply to the Services except that paragraph 4(b) of
these General Terms will not apply to the Beta Services.
15. Free Services
(a) This paragraph applies where we provide you with Services free of
charge which are not Trial Services or Beta Services ( “ Free
Services”).
(b) The Service Description for each Free Service sets out additional
terms that apply to that Free Service.
(c) All Free Services are provided "as is" and we do not make any
promises of any kind in relation to them. We do not promise that Free
Services will be free from faults or defects and we will not be liable for
any loss of, or corruption to, Your Data that may happen due to your
use of a Free Service. You agree that your use of Free Services is at
your own risk and that you have sole responsibility for protecting Your
Data and Your Content when making any use of the Free Services. If
any representations or guarantees apply to Free Services by law, we
exclude those as far as it is within our rights to do so.
(d) We reserve the right to change or withdraw Free Services at any
time and we will not be liable to you in these circumstances.
(e) All the provisions of the Terms will apply to the Free Services in the
same way as they apply to the Services except that paragraph 4(b), 8
and 9 of these General Terms will not apply to Free Services.
(f) In return for receiving the Free Services, you agree to take part in
email or telephone feedback and market research surveys from time to
time while you are receiving the Free Services, and for 6 months
afterwards. We are entitled to use your feedback in our advertising,
promotions and sales and marketing materials.
18. Data and Privacy
(a) You will own all rights in Your Data and you are solely responsible
for ensuring the legality, reliability, integrity, accuracy and quality of
Your Data.
(b) You will make sure that all use of the Services by you, or your
employees, agents and contractors, will meet all relevant data
protection and privacy Laws.
(c) We are the sole owners of all rights in Our Data and we may use it at
our discretion and without restriction, including after cancellation of any
or all of the Services. You must not: (i) disclose any of Our Data to
anyone; or (ii) use any of Our Data for any marketing or promotional
purposes or in any way that is inconsistent with our Privacy Policy or
applicable Laws.
19. Confidentiality
(a) As a result of entering into the Agreement, you may get access to,
information about us which is not known publically (“Confidential
Information”). You must keep this secret and you are not allowed to
share it with any third party or allow any third party to look at it, and you
must make sure that your employees, agents and subcontractors, meet
these rules too.
(b) You must make sure that our Confidential Information is only used
by people who need it in order to carry out duties they may have in
connection with the Agreement.
(c) This paragraph 19 will not prevent you sharing information which is
already known generally to the public, known to you outside of the
Agreement.
(d) If you become aware of any actual or threatened unauthorised use
or sharing of any of our Confidential Information, you must tell us as
soon as possible.
20. Our Liability to You
(a) There is no limit under the Agreement to what we or any of Our
Representatives will be liable for if we have committed fraud.
(b) Except for the matters set out in paragraph 20(a), neither we nor any
of Our Representatives will, in any circumstances, be responsible for
any:
(i) loss of profits, sales, business, or revenue;
(ii) loss, or corruption of data, information or software or loss of use of
information;
(iii) loss of business opportunity;
(iv) loss of savings you expected to make;
(v) loss of goodwill; or
(vi) loss or damage that you and we would not have thought likely at the
time the Agreement was formed.
(c) If we do not keep to these Terms, we will only be responsible for
losses you have suffered which you and we would have thought likely at
the time the Agreement was formed. We are not responsible for any
other loss that you suffer, whether that loss is caused because we have
not kept to our obligations under the Agreement, because of something
we have done or not done, because we have made defamatory
statements or otherwise as a result of:
(i) you using or relying on the Services;
(ii) you not being able to use the Services;
(iii) any mistake, fault, failure to do something, missing information, or
virus or other form of computer programming malware in the Services or
if the Services don’t work properly because of Events Outside Our
Control;
(iv) theft or destruction of information or someone getting access to our
records, programs or services without our permission; or
(v) any information, data, message or other material which you email,
post, upload, reproduce, send, or otherwise distribute or receive using
the Services.
(d) Except for the matters set out in paragraph 20(a), in no
circumstances will we or any of Our Representatives be liable to you for
the Trial Services, Beta Services or Free Services.
(e) Except for the matters set out in paragraph 20(a), our liability to you
for any loss or damage suffered by you in connection with the
Agreement or Services will be limited to the total Fees or Monthly
Budget that you have paid to us for the affected Service in the 6 months
prior to the event giving rise to our liability. You also agree that, except
for the matters referred to in paragraph 20(a), Our Representatives will
not be liable to you for any loss or damage you may suffer due to the
provision of, or failure to provide, the Services.
(f) Except as set out in the Terms, we do not make any promises in
relation to the Services. Where any promises would be implied into the
Agreement by law, we exclude these as far as it is within our rights to
do so. It is up to you to decide whether the Services are suitable for
your needs. We won’t be responsible for this. We do not make any
promises concerning the performance, results or success rates that
may be achieved by any Service.
(g) We do not control the Content made available by your use of the
Services and we do not guarantee the accuracy, truth, quality or
appropriateness of this Content for your needs. By using the Services,
you may be exposed to Content that is offensive or indecent (including
spam), or which may contain viruses or other computer programming
malware. Under no circumstances will we or Our Representatives be
liable in any way for any Content posted, emailed, transmitted or
otherwise made available by your use of the Services.
21. Your Cancellation and Refund/Credit Rights
Cancellation by You
(a) You may cancel any or all of the Services at any time , either by
telephoning us, emailing us or writing to tell us. Unless you are still
within your Minimum Term, cancellation will take effect as soon as
possible after we receive your request to cancel. For some Services
(but not all) we may offer you a pro-rated refund or credit where
cancellation takes effect part way through a Service Month. The Service
Terms include details of the refunds and credits that we offer. You agree
that we have the right to decide: (i) the amount of any pro-rated refund
or credit; and (ii) whether this amount is given as a refund or credit
against your account. If you are within your Minimum Term, you may
cancel the Services at the end of the Minimum Term.
(b) If you are buying the Services as a consumer (rather than as part of
your business, profession or trade) and Your Country is the UK then
you will have a legal right to cancel the Services within 7 working days
of the Start Date. However, you agree that you will lose this right to
cancel once we start performing the Services with your permission. You
agree that you give us this permission when you submit your Order to
us. This means that we can provide the Services and you can use the
Services straight away on the Start Date.
(c) If you place an order for Services with the help of our US-based
telesales team then you will have a period of seven (7) days from the
date of the Confirmation of Order (the “Review Period”) to review the full
terms and conditions and details of this Agreement. If you decide that
you no longer want to receive the Services, you must notify us during
the Review Period either by telephoning us, emailing us or writing to tell
us. If you have paid any moneys, but you have not yet activated the
Services, you will be entitled to receive a full refund. If you have
activated the Services, you acknowledge that we will offer you a prorated
refund or credit. After expiration of the seven (7) day Review
Period, you may cancel the Services in accordance with 21(a).
Payment Method: You may choose to pay the Fees
a) on a monthly recurring basis; or
b) upfront for 12 months on an annual recurring basis (“Annual Fee”)
If you choose to pay on an Annual Fee then at the end of each 12
Month period, you will automatically be charged an Annual Fee. For
each Annual Fee you pay, you will receive a 10% discount on the total
amount of 12 monthly recurring payments excluding taxes.
Transaction Data: Transaction Data is Your Data and you give us the
necessary permissions, licences and consents (in all relevant countries)
to allow us to sublicence such Transaction Data in an anonymised form
to any of our third party suppliers only if it is necessary to do so for us to
provide you and our customers with the Services.
Free Trial Period: Not Applicable
Upgrades/Downgrades: You may purchase an upgrade to this Service
at any time by clicking the “upgrade” link in the “My Account” section
available our Website. If you wish to downgrade this Service, you will
need to cancel the Service and place a new Order for the Service you
want. We will then issue you with a new Confirmation of Order.
Refunds/Credit: If you have chosen to pay the fees on a monthly
recurring basis: On cancellation made part way through a Service
Month (except cancellation under paragraph 21(e) of the General
Terms) we will give you a pro-rated refund or credit.
If you have chosen to pay an Annual Fee for this Service: On
cancellation made part way through or at the end of a Service Month
(except cancellation under paragraph 21(e) of the General Terms) we
will give you a pro-rated refund or credit.Please note that any discount
that you received for this Service will be taken out of any pro-rated
refund or credit that we give you.
Contract Type: Month-to-Month.
Transaction Data: Transaction Data is Your Data and you give us the
necessary permissions, licences and consents (in all relevant countries)
to allow us to sublicence such Transaction Data in an anonymised form
to any of our third party suppliers only if it is necessary to do so for us to
provide you and our customers with the Services.
Free Trial Period: If you are eligible for a free trial, the free trial period
will be 30 days. During the free trial period you will have access to the
eStore but will not be able to publish or sell anything through the eStore.
Upgrades/Downgrades: You may purchase an upgrade to this Service
at any time by contacting Customer Service. Downgrades are not
supported at this time. If you wish to downgrade this Service, you will
need to cancel the Service and place a new Order for the Service you
want. We will then issue you with a new Confirmation of Order.
Domain Name Ownership: If you buy the Services, you will own the
Domain Name and During the purchase process, a domain name of
your choice will be registered subject to it being available. If you sign up
for a Trial Service you will not receive a domain name.
Domain Name Renewal Fees: Payable by us. (covered by the monthly
subscription fee)
Refunds/Credit: On cancellation made part way through a Service
Month (except cancellation under paragraph 21(e) of the General
Terms) we will give you a pro-rated refund or credit.
Supplementary Service Terms:
1. When the following words with capital letters are used in the following
supplementary Service Terms for eStores, this is what they mean:
“Buyer” means someone who buys Your Products and Services using
eStores.
“Your Products” means all products that you advertise, offer for sale or
sell through your eStore.
“Your Products and Services” means Your Products and Your
Services.
“Your Services” means all services that you advertise, offer for sale or
sell through your eStore.
“Your Transactions” means the sale of Your Products and Services by
you to Buyers.
2. Regardless of anything contained in the Agreement, you
acknowledge and agree that you are responsible for the proper
calculation, collection and payment of Your Taxes, for filing all
associated returns and for issuing VAT invoices/credit memos, when
required. We are not responsible for collecting, paying or reporting upon
Your Taxes, and we will have no liability to you or any third party in
respect of Your Taxes. If we are legally required to collect any federal,
state or local sales, use, excise, gross receipts, value added or similar
taxes from you, you agree to promptly pay the required amount to us,
on request by us. We recommend that you consult with an independent
tax advisor to understand your tax obligations arising from Your
Transactions.
Contract Type: Month-to-Month.
Data: You own the Consumer Data and the Performance Data. You
give us the necessary permissions, licences and consents (in all
relevant countries) to use the Performance Data, provided that, weuse
such data solely: to provide, support and enhance the Service for you;
or for our internal analytical reporting purposes.We will not disclose any
Performance Data outside of us or Our Representatives unless it is in
an anonymised form.
Upgrades/Downgrades: Upgrades/Downgrades are not applicable
however you can add to Facebook ad spend in $70 increments this will
be charged as a Monthly Budget.
Refunds/Credit: Unless paragraph 21(d) of the General Terms applies,
Products and Services Terms and Conditions
Introduction
We are Dental Advertising Club, part of CR4L Marketing, a company of the Old Batch, Bradford on Avon, BA15 1TL (“we/our/us”). Email –info@cr4l.com
We and some of Our Representatives operate a range of websites,
including Our UK Website and Our USA Website (“Websites”), that list
the products and services, which we offer for sale to businesses. We
also make our services available in person, face to face or over the
telephone. We use the words “Service” and “Services” to refer to any
or all of our products and services.
The legal terms and conditions on which we sell the Services (“Terms”)
are made up of:
1) this Introduction;
2) the general terms and conditions applicable to all Services, which are
set out below (“General Terms”);
3) the terms and conditions specific to each individual Service, available
by clicking on the appropriate hyperlink or by scrolling down to the end
of these General Terms (“Service Terms”); and
4) any other policies, documents or pages that are referred to in either
the General Terms or the Service Terms (“Additional Terms”).
Our Services and the Terms may change over time. We will notify you
of these changes as they occur. For further details of the types of
changes that we may make, please see paragraphs 6 and 8(c)(i) below.
Once you order Services from us and we confirm your order, both we
and you (on your own behalf and on behalf of the business you
represent (if any)) will have to comply with the Terms. Please read the
Terms carefully and make sure that you understand them, before
ordering any Services from us. We strongly recommend that you read
the General Terms and all Service Terms and Additional Terms that
apply to the Services that you want to buy.
You will need to accept the Terms before you order our Services. If you
do not accept the Terms, you will not be able to order any Services from
us. You should print a copy of the Terms, or save them to your
computer, for future reference.
General Terms
1. Definitions
When the following words with capital letters are used in the Terms, this
is what they mean:
“Agreement” means the Service Description, the Service Pricing, the
Confirmation of Order and the Terms.
“Beta Services” has the meaning given in paragraph 14(a).
“Confirmation of Order” means the document, webpage or electronic
communication that we issue to you to confirm our acceptance of your
Order.
“Content” means any and all textual, graphical, visual and audio
content including text, code, graphics, images, logos, photographs,
sounds, music, video, animation, characterization, URLs, trademarks,
data, media and other content in any form.
“Domain Name” means an internet domain name that is registered
through a Registry.
“Event Outside Our Control” means any act or event beyond our
reasonable control, including without limitation strikes, lock-outs or other
industrial action by third parties, civil commotion, riot, invasion, terrorist
attack or threat of terrorist attack, war (whether declared or not) or
threat or preparation for war, fire, explosion, storm, flood, earthquake,
epidemic or other natural disaster, or failure of public or private
telecommunications networks.
“Fees” means the fees payable by you for the Services, which are
described in the Service Pricing.
“Free Services” has the meaning given in paragraph 15(a).
“Intellectual Property Rights” means all (a) copyrights, patents, rights
in trademarks, design rights, database rights, rights in know-how, trade
secrets, service marks, domain names and 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 the rights listed in (a); and (c) all other
intellectual property rights and equivalent or similar forms of protection
existing anywhere in the world.
“Laws” means laws, regulations, rules, orders, codes of practice or
other requirements of governmental or regulatory bodies with authority
existing anywhere in the world.
“Minimum Term” has the meaning given in paragraph 3(b).
“Monthly Budget” means the monthly budget for the Services that may
be selected by you from time to time and which is described in the
Service Pricing.
“Order” means your order for the Services (including a request to use
Trial Services or Free Services) which typically may be placed online via
the Websites or our electronic contracting portal.
“Our Content” means all Content that we create, publish or otherwise
use in connection with providing the Services, including any Content
that we create on your behalf or license from third parties.
“Our Data” means any and all data relating to the Services or their use
by you or anyone else, including data about the transactions processed
through your use of the Services and any other data identified as “Our
Data” in the Service Terms.
“Our Representatives” means our affiliates and any employee, partner,
agent, contractor, service provider, licensor or other representative of us
or of our affiliates.
“Registry” means any of the Domain Name registries or registrars,
which is run under the rules of ICANN. For the purposes of the Terms,
any Registry shall be treated as one of Our Representatives.
“Service Description” means the description of a Service made
available by us (including via our Websites) from time to time.
“Service Month” has the meaning given in paragraph 3(b).
“Service Pricing” means the pricing information for a Service made
“Start Date” has the meaning given under paragraph 3(a).
“Transaction Data” means the order and shipping information that we
give or show you in connection with the sale of your own products and
services and any other data or information we or Our Representatives
give you or you get from us or Our Representatives in connection with
the sale of your products or services or the submission of appointment
requests for your services.
“Trial Services” has the meaning given in paragraph 13(a).
“You” and “you” means both the individual entering into the Agreement
and the business (if any) on whose behalf the individual is entering into
the Agreement and the terms “Your” and “your” shall be construed
accordingly.
“Your Content” means all Content that you or your employees, agents
and contractors create, upload, publish or otherwise provide or use in
connection with your use of the Services.
“Your Data” means any data that you give to us or let us access about
you, your business, your actual or prospective customers or the
products and services that you sell and any other data identified as
“Your Data” in the Service Terms, but excluding Our Data.
“Your Taxes” means any and all value added, sales, use, excise,
import, export and other taxes and duties assessed, incurred or required
to be collected or paid for any reason in connection with any
advertisement or the offer or sale of the goods and services that you
advertise or sell through, or in connection with, the Services.
2. How the Contract is Made between You and Us
(a) Please take the time to read and check your Order before you
submit it to us.
(b) Your Order will not be accepted until we issue you with a
Confirmation of Order. Once we issue you with a Confirmation of Order,
the Agreement between us will be made. If you have placed an order for
the Services with the help of our US-based telesales team then once we
provide you with the Confirmation of Order and the contract has
commenced, you still have a cancellation right under paragraph 21(c).
(c) If we are unable to supply you with a Service, for example because
that Service is no longer available, we will inform you of this by email
and we will not process your Order. If you have already paid for the
Services, we will refund you the full amount as soon as possible.
(d) Some of our Services give you the option to upgrade or downgrade
to a different version of that Service. If you want to upgrade or
downgrade any Service that you have bought from us, you will need to
follow the instructions in the relevant Services Terms. This also applies
where we give you the option to upgrade from a Trial Service or Free
Service to a full version of that Service. Please note that we do not offer
upgrades and downgrades for all of our Services. We will try to make
your upgrade or downgrade effective as soon as possible, but you
agree that this may not happen until the start of a future Service Month.
(e) If any of the various parts of the Agreement is inconsistent with any
of the other parts of the Agreement, the following order of priority will
apply: (i) Confirmation of Order; (ii) Service Terms; (iii) General Terms;
(iv) Additional Terms; (v) Service Description; and (vi) Service Pricing.
3. Contract Term
(a) The Agreement will begin on the date that we send the Confirmation
of Order (“Start Date”).
(b) If there is a minimum term requirement for a Service, this will be set
out in the Service Terms and will be confirmed to you in the
Confirmation of Order (“Minimum Term”). The Agreement will
otherwise continue on a month-to-month basis from the Start Date (or
from the end of the Minimum Term, if applicable) until cancelled by us or
you. Each of these monthly periods will be known as a “Service
Month”. By way of example, if the Start Date were 5 January, the first
Service Month would run from 5 January to 4 February and the second
Service Month would run from 5 February to 4 March.
4. Our Services
(a) In return for the Fees, we will provide you with access to and use of
the Services that you have bought.
(b) We try to perform the Services as described in the corresponding
Service Descriptions.
(c) You agree that we may change how Your Content looks, “feels” or is
formatted if we think this is necessary or more convenient for us to
provide the Services.
(d) Some of our Services rely on third parties, for example Google™ or
Facebook™, to do certain things. You acknowledge that (i) we may not
be able to provide a particular Service feature where you do not meet
criteria set down by a relevant third party; (ii) we do not have any control
or exercise influence over the third party’s own services; and (iii) a third
party’s service may stop or change from time to time. You acknowledge
that these are Events Outside Our Control and that neither we, nor Our
Representatives, will be responsible for any impact these events may
have.
(e) Some of our Services give you the option to use third party tools or
Content, for example Google Maps™. You agree that this use is subject
to the terms and conditions of those third parties and that we are not
responsible for the performance or non-performance of any third party
tools or Content.
(f) Where a Service feature involves setting up an account or setting up
or administering a page or pages on a third party website, you
acknowledge that: (i) where necessary, we are authorised to set up an
account on your behalf; (ii) we are authorised to administer the account,
page or pages on your behalf; and (ii) you are authorised and grant us
permission to display all Content on the pages or account.
(g) Some of our Services involve us acting on your behalf as your agent,
for example, to repoint or move your own Domain Name from one
hosting provider to another. You acknowledge and agree that: (i) where
necessary, we are authorised to act on your behalf as your agent; (ii) we
are authorised to administer your account,on your behalf; and (iii) you
are remain responsible for your account with any third party providers.
5. Customer Contact
(a) Our customer support team is available 24 hours a day 7 days a
week, by simply clicking on the “Contact Us” section in the footer of our Websites. Alternatively you can email, telephone or write to us
using the contact details we put on our Websites or in correspondence
to you. If we can’t answer your question, we may pass you on to a third
party expert who will try to resolve it.
(b) If we need to contact you, we will do so by email, telephone or post.
6. Changes to the Services or the Terms
(a) We may make changes to the Terms from time to time. If we change
the Terms, we will let you know, either by email or when you next log in
to the Services.
8. Fees and Monthly Budgets
(a) For all Services we will charge you by way of Fees or a Monthly
Budget. The Service Pricing for each Service confirms how we charge
for that Service. Fees and Monthly Budgets will be chargeable from the
Start Date.
(b) We may use your information to obtain credit reports about you from
time to time and you agree we can do this. This may include us passing
your Personal Data, including your payment details, to credit reference
agencies and these agencies may keep a record of any search that they
carry out on our behalf.
(c) Fees
(i) The Fees will be as quoted in the Service Pricing from time to time in
the applicable currency. We may change the Fees for the Services from
time to time. We will notify you of any changes to the Fees either by
email or when you next log in to the Services.
(ii) The Service Pricing will explain whether the Fees that you are to pay
for the Services are one-off Fees, recurring Fees (for example, monthly,
annual, etc.), transaction-based service Fees or some other kind of
fees.
(iii) The Fees for a Service exclude all applicable sales taxes and other
taxes which will be added on to the Fees.
(d) Campaign Budget
(i) The Campaign Budget includes our charges for the Services.
(ii) We will try to provide Services up to but not more than the value of
your Campaign Budget in any Service Month. Where there is any
Monthly Budget left at the end of a Service Month, we will automatically
roll this over into the next Service Month.
(iii) If a Service is charged on a cost-per-click (“CPC”) or cost-perthousand-
impressions (“CPM”) basis, the number of clicks or
impressions shall be exclusively calculated by us. Unless there is an
obvious mistake on our part, you acknowledge and agree that click and
impression statistics provided by us are the official, definitive
measurement of activity and that no other measurements or usage
statistics (including those of a third party or your own) will be accepted
by us. We will try to meet any CPC or CPM targets listed in the Service
Description, but you agree that these are only targets and are not
guaranteed.
(iv) The Campaign Budget for a Service excludes all applicable sales
taxes and other taxes which will be added on to the Monthly Budget.
9. How to pay
(a) When you submit your Order, you must provide us with the payment
information that we request, which may include:
(i) details for a valid credit card from a card scheme acceptable to us;
(ii) details for a valid bank account in Your Country; or
(iii) details for a valid PayPal account.
(b) You must keep your credit card, bank account or PayPal account
information up to date at all times during the term of the Agreement.
You authorize us to check your information (including any updated
information), to obtain credit authorizations from the issuer of your credit
card, and to either charge your credit card or debit your bank account or
PayPal account from time to time for any sums payable by you to us.
(c) You must pay for the Services when we require you to. We will
charge the card or take the money from the bank or PayPal account
whose details you give us when you place your Order.
(d) If you don’t pay when you are supposed to:
(i) we may charge you interest on the overdue amount at the lesser of
1.5% per month or the highest rate allowed by applicable Laws. This
interest will accrue on a daily basis from the due date until the date of
actual payment of the overdue amount, whether or not this payment
occurs before or after any court judgment is made. You must pay us
interest in addition to the overdue amount; and
(ii) we reserve the right to suspend or cancel all or part of the Services
and your access to them.
(e) We may offset any amounts you owe us (whether in reimbursement
or otherwise) against any payments we make to you.
10. Service Availability and Security
(a) You understand and acknowledge that the Services are not intended
to be error free and that from time to time the Services may contain
mistakes, be unavailable or may not be fully functional. This may be as
a result of planned or required maintenance, repairs or updates,
equipment failures, high volumes of internet traffic, interruption of
telecommunications or digital transmissions links, network or system
errors or many other factors.
(b) We will try to minimise any disruption to your use of the Services,
however, we do not promise that any Service will be provided on a
continuous and uninterrupted basis, or that we will be able to correct
any error that occurs in the Services. We will not be not liable for any
interruptions to the Service availability or functionality, whether caused
by an Event Outside Our Control or by anything else.
(c) You should notify us if you notice any problems with the availability
or functioning of the Services so that we can try to fix these problems.
(d) We may temporarily suspend any Service at any time if:
(i) we believe this is necessary in order to carry out essential
maintenance;
(ii) we believe this is necessary in order to prevent or respond to
hacking attempts, service attacks or other similar activities directed at
our systems, or to deal with any other emergency technical issue;
(iii) we have reason to believe that you are no longer using the Services
or that the password and access codes we have provided to you are
being misused, for example, where you fail to respond to emails from us
or Our Representatives regarding your contact information; or
(iv) this suspension is required by a third party with authority, including
any of Our Representatives, ICANN and judicial, regulatory or
governmental bodies.
(e) Although all information transmitted to us is stored in operating
environments which we believe are within industry standards for
security, you acknowledge and agree that no data stored on or
transmitted over the internet can be guaranteed to be 100% secure. We
are not responsible for any security breach or any interception or
interruption of Your Content, Your Data or any communications that you
send through your use of the Services.
(f) You are responsible for securing and backing up Your Content and
Your Data.
11. Your Use of the Services
How you may use the Services
(a) You and any employees, agents or contractors who you authorise,
are allowed to access and use the Services for your normal, internal,
business activities for the term of the Agreement. Please note that you
are not allowed to resell the Services or give them away or to transfer
your rights or any Agreement to a third party.
(b) You are responsible for arranging your online access to the Services
and for paying any relevant fees, for example, to your broadband
supplier. You are also responsible for having all the necessary
equipment for accessing the Service.
(c) You will provide us with Your Content and Your Data when we
request it.
(d) You will only use the Services in compliance with applicable Laws
and you agree not to ask a third party to do anything on your behalf that
does not comply with applicable Laws. This will include complying with
all Laws that apply to your business, any local Laws that apply in the
countries in which you access and use the Services, and any Laws
relating to the marketing, advertising or sale of the goods and services
you offer (and in particular any Laws relating to online marketing,
advertising or sales).
(e) If a Service relies on third parties, for example Google™ or
Facebook™, you may be required to comply with that third party’s rules
or guidelines when you use that Service.For Services that include
email and mailbox features, you must comply with the “Open SRS
Acceptable Use Policy for Email”.
(f) If we think your use of the Services is excessive, we will tell you. If
you don’t reduce your usage, we may suspend or cancel your access to
the Services. We may also set limits on your use of the Services, for
example, a maximum number or maximum size of emails sent or
received over the Service.
(g) You will meet all written security or network access requirements
that we provide to and you will not disclose any passwords or access
codes that we give you, except where this is needed for your authorised
employees, agents and contractors to access and use the Services on
your behalf and you are responsible for actions taken when your logon
details are used.
(h) You will notify us immediately if you become aware of any
unauthorised use of passwords or access codes that we give you or any
other breach of security that could affect us or the Services.
(i) You are responsible for the remittance, calculation and collection of
Your Taxes. You acknowledge that we have no responsibility for Your
Taxes and we recommend that you seek independent advice from a tax
professional.
(j) You understand and agree that we do not, in any circumstances,
approve or endorse any product or service that you may market or sell
through your use of the Services or Your Content.
(k) Where the Services require action by you, for example to carry out
file clearing or maintenance, you will do what’s needed for the upkeep of
these Services.
(l) You are responsible for all use of the Services by you and your
employees, agents and contractors. We will not, in any circumstances,
be liable to you or any third party for any damage that is caused, or any
loss that is suffered, as a result of the use of the Services by you or your
employees, agents and contractors.
(m) We may provide the users of our Services with tools which allow
them to rate you or the goods and services that you provide through
your use of the Services, to provide feedback or to ask you questions.
We may make these ratings, feedback, questions and answers publicly
available.
(n) We are entitled to sign you out of the Services if you are inactive for
an extended period of time and to modify your user settings without
notice.
Ways in which you may not use the Services
(o) Unless paragraph 11(p) applies, you will not:
(i) tamper with, update, change or gain unauthorised access to any part
of any of our Services or the software or systems that we use to run the
Services;
(ii) use any automated means to monitor or copy the Services or Our
Content, or to interfere with or attempt to interfere with how the Services
work;
(iii) modify, edit, reverse assemble, reverse engineer, decompile,
distribute or display any part of our Services or make other works based
on any part of our Services.
(iv) use the Services to store or transmit viruses, bugs, Trojans and
other forms of computer programming malware;
(v) interfere with or disrupt the performance of the Services or any third
party data;
(vi) attempt in any way to test, circumvent or breach the security of any
part of our Services;
(vii) copy, republish, download, change, display or distribute any part of
Our Content, in any form or by any means;
(viii) disable any licensing or control features of the Services or in any
way interfere with features which place limitations on the use of the
Services;
(ix) remove, obscure, or alter any notice of copyright, trade mark or
other mark or wording relating to ownership rights, which is contained in
Our Content or any aspect of the Services;
(x) use the Services in any way which may be considered deceptive,
misleading or unethical or which might harm us, Our Representatives or
the general public;
(xi) use the Services in any way that is not allowed under the
Agreement;
(xii) access the Services through any means other than those which we
tell you are acceptable;
(xiii) use the Services in a way that interferes with their normal operation
or that consumes a disproportionate share of their resources;
(xiv) use the Services to collect or use email addresses, screen names,
other identifiers or information;
(xv) use the Services to use an internet account or computer without the
owner's authorisation;
(xvi) use the Services to monitor data or traffic on any network or
system;
(xvii) use the Services to distribute software that covertly gathers or
transmits information about a user; or
(xviii) sub-license, assign, rent or resell the Services to any third party.
(p) You are permitted to carry out any of the actions set out in
paragraph 11(o) to the extent that:
(i) you have a right to do so under relevant Laws and this right cannot
lawfully be excluded by a contract;
(ii) we have granted you a right to do so under the Agreement; or
(iii) we have authorised you to do so in writing.
Your Promises to Us
(q) You confirm that you have (and will maintain for the term of the
Agreement) all the necessary permissions, licences and consents (in all
relevant countries) to allow you to use Your Content and Your Data in
connection with the Services. You will provide evidence of the
necessary permissions, licences and consents if requested by us.
(r) You confirm that Your Content and Your Data:
(i) are true, accurate, complete and kept up to date;
(ii) are in a format approved by us;
(iii) do not infringe or assist in the infringement of any Intellectual
Property Rights or other rights belonging to a third party;
(iv) are not defamatory, libellous, fraudulent, malicious, slanderous,
obscene, harmful, threatening, harassing, discriminatory, racially or
ethnically offensive or otherwise inappropriate or unlawful;
(v) have not been altered in order to disguise where they came from;
(vi) do not contain sexually explicit images or promote unlawful violence;
(vii) are free of viruses, bugs, Trojans and other forms of computer
programming malware that may potentially damage, interfere with or
intercept our systems or any data contained within those systems;
(viii) do not create a risk to the safety or health of any person or the
public, or interfere with an investigation by law enforcement; and
(ix) comply with our Advertising Policy.
(s) You acknowledge that we are not under a duty to publish any of
Your Content or Your Data. We may remove, reject or delete any of
Your Content or Your Data for any reason. Without limiting our rights
under paragraph 17, we may also change any of Your Content or Your
Data if we consider it does not comply with paragraph 11(r), although
we are not required to do this.
(t) You acknowledge and accept that you are responsible for Your
Content and Your Data and any use that is made of them by any third
party.
(u) You will not disparage us, Our Representatives or our Services, or
any user of our Services.
(v) You will reimburse us and Our Representatives in full for any
damage, loss, liabilities, fees, costs and expenses that we or they suffer
(including any claims brought against us or them by third parties) as a
result of you not following any part of this paragraph 11.
12. Domain Names
(a) The Registry may reject applications for Domain Names based on its
standard rules for handling applications. We provide no guarantee that
any application we make on your behalf for a Domain Name will be
accepted.
(b) If your preferred choice of Domain Name is not available, we will
give you the option to select an alternative Domain Name. If your
preferred Domain Name becomes unavailable between checkout and
registration we will advise you of this and we will either offer you an
alternative Domain Name or (at your option) refund to you any Fees that
you have paid us in respect of the relevant Domain Name.
(c) We do not give any guarantee that any of your preferred Domain
Names are available or are able to be registered. Any actions that you
take before we notify you that the Domain Name has been officially
registered, for example publishing your preferred Domain Name, are at
your own risk.
(d) You will need to inform both us and the Registry promptly of any:
(i) change to your registered details for the Domain Name, for example
your contact information; and
(ii) actual or potential claims brought by or against you in connection
with the Domain Name.
(e) We will renew the Domain Name automatically each year unless you
cancel the Domain Name or any Service which comes with the Domain
Name, or if you sell or otherwise transfer the Domain Name to a third
party.
(f) The Service Terms confirm who owns the Domain Name and who is
responsible for paying the fees for renewing the Domain Name each
year. You acknowledge that the fees for renewing the Domain Name
may change each year and that this may affect the overall Fees that
you pay for the Services.
(g) We will not be liable for any loss that you suffer as a result of your
failure to renew the Domain Name registration once you have cancelled
the Domain Name or any Service which comes with the Domain Name,
or if you have sold or otherwise transferred the Domain Name to a third
party.
(h) When we register or renew your registration of a Domain Name you
understand and accept that we will be acting on your behalf as your
representative. You must comply with the terms and conditions, rules
and policies of the Registry or Registries where the Domain Names are
registered.
(i) If the Domain Name is to be transferred from one Registry to another,
you will provide any assistance that we or the Registries require in order
for the transfer to take place.
(j) When we provide you with a domain name we act as a reseller
of Tucows.com Co. As well as complying with the terms and
conditions, rules and policies of the relevant Registry or
Registries (including Tucows), you must at all times comply with
the Master Domain Registration Agreement (“MDR”) for each
Domain Name that we register on your behalf. You will note that
some of the wording of the MDR is quite legal and technical.
Unfortunately this is an agreement between you and Tucows.com
Co. and the wording is standard for any agreement relating to
registering a Domain Name, whether this is done through us or
directly with a Registry, and we are unable to change the wording
of the MDR. We strongly recommend that you read the MDR (and
any documents, rules and policies referenced and linked to within
the MDR) very carefully and that if necessary, you seek
independent legal advice to ensure that you have fully understood
the MDR. In particular you should carefully consider the
paragraphs relating to “liability” and “indemnities” contained in
the MDR as these may affect your legal rights.
(k) We also recommend that you read ICANN's Registrants’ Rights
and Responsibilities document . This document contains
important information about your rights and duties relating to the
Domain Name that we provide to you.
13. Trial Services
(a) This paragraph 13 applies where we give you a trial of any of the
Services ("Trial Services").
(b) Each customer is allowed one Trial Service of each relevant Service
category. We will provide the Trial Service for the time period specified
in the Service Terms (“Trial Period”) free of charge.
(c) The Service Description for each Trial Service sets out additional
terms that apply to that Trial Service.
(d) The Trial Services will be automatically cancelled at the end of the
Trial Period. If you want the service to continue after the end of the Trial
Period, you will have the option to place an Order for a Service of the
same Service category. Some of the basic options for the Services you
might order may be Free Services.
(e) Trial Services are not transferable and no cash alternative will be
provided. We reserve the right to change or withdraw the Trial Services
at any time and we will not be liable to you in these circumstances.
(f) In return for receiving the Trial Services, you agree to take part in
email or telephone feedback and market research surveys from time to
time during the Trial Period, and for 6 months after the end of the Trial
Period. We are entitled to use your feedback in our advertising,
promotions and sales and marketing materials.
(g) All the provisions of the Terms will apply to the Trial Services in the
same way as they apply to the Services except that paragraphs 4(b), 8
and 9 of these General Terms will not apply to the Trial Services.
14. Beta Services
(a) This paragraph 14 applies where we provide you with a “Beta”,
“Alpha”, “Experimental”, “Pilot”, “Evaluation”, “Pre-release”,
“Unsupported” or similar version of any of the Services ("Beta
Services") for a period of time ("Beta Use Period"). The term “Beta
Services” will also include any Service or any feature of any Service that
is identified as “Beta”, “Alpha”, “Experimental”, “Pilot”, “Evaluation”,
“Pre-release”, “Unsupported” or anything similar.
(b) The Beta Services are provided "as is" and we do not make any
promises of any kind in relation to them. We do not promise that the
Beta Services will be free from faults or defects and we will not be liable
for any loss of, or corruption to, Your Data that may happen due to your
use of a Beta Service. You agree that your use of the Beta Services is
at your own risk and that you have sole responsibility for protecting Your
Data and Your Content when making any use of the Beta Services. If
any representations or guarantees apply to the Beta Services by law,
we exclude those as far as it is within our rights to do so.
(c) We reserve the right to change or withdraw the Beta Services at any
time and we will not be liable to you in these circumstances.
(d) All the provisions of the Terms will apply to the Beta Services in the
same way as they apply to the Services except that paragraph 4(b) of
these General Terms will not apply to the Beta Services.
15. Free Services
(a) This paragraph applies where we provide you with Services free of
charge which are not Trial Services or Beta Services ( “ Free
Services”).
(b) The Service Description for each Free Service sets out additional
terms that apply to that Free Service.
(c) All Free Services are provided "as is" and we do not make any
promises of any kind in relation to them. We do not promise that Free
Services will be free from faults or defects and we will not be liable for
any loss of, or corruption to, Your Data that may happen due to your
use of a Free Service. You agree that your use of Free Services is at
your own risk and that you have sole responsibility for protecting Your
Data and Your Content when making any use of the Free Services. If
any representations or guarantees apply to Free Services by law, we
exclude those as far as it is within our rights to do so.
(d) We reserve the right to change or withdraw Free Services at any
time and we will not be liable to you in these circumstances.
(e) All the provisions of the Terms will apply to the Free Services in the
same way as they apply to the Services except that paragraph 4(b), 8
and 9 of these General Terms will not apply to Free Services.
(f) In return for receiving the Free Services, you agree to take part in
email or telephone feedback and market research surveys from time to
time while you are receiving the Free Services, and for 6 months
afterwards. We are entitled to use your feedback in our advertising,
promotions and sales and marketing materials.
18. Data and Privacy
(a) You will own all rights in Your Data and you are solely responsible
for ensuring the legality, reliability, integrity, accuracy and quality of
Your Data.
(b) You will make sure that all use of the Services by you, or your
employees, agents and contractors, will meet all relevant data
protection and privacy Laws.
(c) We are the sole owners of all rights in Our Data and we may use it at
our discretion and without restriction, including after cancellation of any
or all of the Services. You must not: (i) disclose any of Our Data to
anyone; or (ii) use any of Our Data for any marketing or promotional
purposes or in any way that is inconsistent with our Privacy Policy or
applicable Laws.
19. Confidentiality
(a) As a result of entering into the Agreement, you may get access to,
information about us which is not known publically (“Confidential
Information”). You must keep this secret and you are not allowed to
share it with any third party or allow any third party to look at it, and you
must make sure that your employees, agents and subcontractors, meet
these rules too.
(b) You must make sure that our Confidential Information is only used
by people who need it in order to carry out duties they may have in
connection with the Agreement.
(c) This paragraph 19 will not prevent you sharing information which is
already known generally to the public, known to you outside of the
Agreement.
(d) If you become aware of any actual or threatened unauthorised use
or sharing of any of our Confidential Information, you must tell us as
soon as possible.
20. Our Liability to You
(a) There is no limit under the Agreement to what we or any of Our
Representatives will be liable for if we have committed fraud.
(b) Except for the matters set out in paragraph 20(a), neither we nor any
of Our Representatives will, in any circumstances, be responsible for
any:
(i) loss of profits, sales, business, or revenue;
(ii) loss, or corruption of data, information or software or loss of use of
information;
(iii) loss of business opportunity;
(iv) loss of savings you expected to make;
(v) loss of goodwill; or
(vi) loss or damage that you and we would not have thought likely at the
time the Agreement was formed.
(c) If we do not keep to these Terms, we will only be responsible for
losses you have suffered which you and we would have thought likely at
the time the Agreement was formed. We are not responsible for any
other loss that you suffer, whether that loss is caused because we have
not kept to our obligations under the Agreement, because of something
we have done or not done, because we have made defamatory
statements or otherwise as a result of:
(i) you using or relying on the Services;
(ii) you not being able to use the Services;
(iii) any mistake, fault, failure to do something, missing information, or
virus or other form of computer programming malware in the Services or
if the Services don’t work properly because of Events Outside Our
Control;
(iv) theft or destruction of information or someone getting access to our
records, programs or services without our permission; or
(v) any information, data, message or other material which you email,
post, upload, reproduce, send, or otherwise distribute or receive using
the Services.
(d) Except for the matters set out in paragraph 20(a), in no
circumstances will we or any of Our Representatives be liable to you for
the Trial Services, Beta Services or Free Services.
(e) Except for the matters set out in paragraph 20(a), our liability to you
for any loss or damage suffered by you in connection with the
Agreement or Services will be limited to the total Fees or Monthly
Budget that you have paid to us for the affected Service in the 6 months
prior to the event giving rise to our liability. You also agree that, except
for the matters referred to in paragraph 20(a), Our Representatives will
not be liable to you for any loss or damage you may suffer due to the
provision of, or failure to provide, the Services.
(f) Except as set out in the Terms, we do not make any promises in
relation to the Services. Where any promises would be implied into the
Agreement by law, we exclude these as far as it is within our rights to
do so. It is up to you to decide whether the Services are suitable for
your needs. We won’t be responsible for this. We do not make any
promises concerning the performance, results or success rates that
may be achieved by any Service.
(g) We do not control the Content made available by your use of the
Services and we do not guarantee the accuracy, truth, quality or
appropriateness of this Content for your needs. By using the Services,
you may be exposed to Content that is offensive or indecent (including
spam), or which may contain viruses or other computer programming
malware. Under no circumstances will we or Our Representatives be
liable in any way for any Content posted, emailed, transmitted or
otherwise made available by your use of the Services.
21. Your Cancellation and Refund/Credit Rights
Cancellation by You
(a) You may cancel any or all of the Services at any time , either by
telephoning us, emailing us or writing to tell us. Unless you are still
within your Minimum Term, cancellation will take effect as soon as
possible after we receive your request to cancel. For some Services
(but not all) we may offer you a pro-rated refund or credit where
cancellation takes effect part way through a Service Month. The Service
Terms include details of the refunds and credits that we offer. You agree
that we have the right to decide: (i) the amount of any pro-rated refund
or credit; and (ii) whether this amount is given as a refund or credit
against your account. If you are within your Minimum Term, you may
cancel the Services at the end of the Minimum Term.
(b) If you are buying the Services as a consumer (rather than as part of
your business, profession or trade) and Your Country is the UK then
you will have a legal right to cancel the Services within 7 working days
of the Start Date. However, you agree that you will lose this right to
cancel once we start performing the Services with your permission. You
agree that you give us this permission when you submit your Order to
us. This means that we can provide the Services and you can use the
Services straight away on the Start Date.
(c) If you place an order for Services with the help of our US-based
telesales team then you will have a period of seven (7) days from the
date of the Confirmation of Order (the “Review Period”) to review the full
terms and conditions and details of this Agreement. If you decide that
you no longer want to receive the Services, you must notify us during
the Review Period either by telephoning us, emailing us or writing to tell
us. If you have paid any moneys, but you have not yet activated the
Services, you will be entitled to receive a full refund. If you have
activated the Services, you acknowledge that we will offer you a prorated
refund or credit. After expiration of the seven (7) day Review
Period, you may cancel the Services in accordance with 21(a).
Payment Method: You may choose to pay the Fees
a) on a monthly recurring basis; or
b) upfront for 12 months on an annual recurring basis (“Annual Fee”)
If you choose to pay on an Annual Fee then at the end of each 12
Month period, you will automatically be charged an Annual Fee. For
each Annual Fee you pay, you will receive a 10% discount on the total
amount of 12 monthly recurring payments excluding taxes.
Transaction Data: Transaction Data is Your Data and you give us the
necessary permissions, licences and consents (in all relevant countries)
to allow us to sublicence such Transaction Data in an anonymised form
to any of our third party suppliers only if it is necessary to do so for us to
provide you and our customers with the Services.
Free Trial Period: Not Applicable
Upgrades/Downgrades: You may purchase an upgrade to this Service
at any time by clicking the “upgrade” link in the “My Account” section
available our Website. If you wish to downgrade this Service, you will
need to cancel the Service and place a new Order for the Service you
want. We will then issue you with a new Confirmation of Order.
Refunds/Credit: If you have chosen to pay the fees on a monthly
recurring basis: On cancellation made part way through a Service
Month (except cancellation under paragraph 21(e) of the General
Terms) we will give you a pro-rated refund or credit.
If you have chosen to pay an Annual Fee for this Service: On
cancellation made part way through or at the end of a Service Month
(except cancellation under paragraph 21(e) of the General Terms) we
will give you a pro-rated refund or credit.Please note that any discount
that you received for this Service will be taken out of any pro-rated
refund or credit that we give you.
Contract Type: Month-to-Month.
Transaction Data: Transaction Data is Your Data and you give us the
necessary permissions, licences and consents (in all relevant countries)
to allow us to sublicence such Transaction Data in an anonymised form
to any of our third party suppliers only if it is necessary to do so for us to
provide you and our customers with the Services.
Free Trial Period: If you are eligible for a free trial, the free trial period
will be 30 days. During the free trial period you will have access to the
eStore but will not be able to publish or sell anything through the eStore.
Upgrades/Downgrades: You may purchase an upgrade to this Service
at any time by contacting Customer Service. Downgrades are not
supported at this time. If you wish to downgrade this Service, you will
need to cancel the Service and place a new Order for the Service you
want. We will then issue you with a new Confirmation of Order.
Domain Name Ownership: If you buy the Services, you will own the
Domain Name and During the purchase process, a domain name of
your choice will be registered subject to it being available. If you sign up
for a Trial Service you will not receive a domain name.
Domain Name Renewal Fees: Payable by us. (covered by the monthly
subscription fee)
Refunds/Credit: On cancellation made part way through a Service
Month (except cancellation under paragraph 21(e) of the General
Terms) we will give you a pro-rated refund or credit.
Supplementary Service Terms:
1. When the following words with capital letters are used in the following
supplementary Service Terms for eStores, this is what they mean:
“Buyer” means someone who buys Your Products and Services using
eStores.
“Your Products” means all products that you advertise, offer for sale or
sell through your eStore.
“Your Products and Services” means Your Products and Your
Services.
“Your Services” means all services that you advertise, offer for sale or
sell through your eStore.
“Your Transactions” means the sale of Your Products and Services by
you to Buyers.
2. Regardless of anything contained in the Agreement, you
acknowledge and agree that you are responsible for the proper
calculation, collection and payment of Your Taxes, for filing all
associated returns and for issuing VAT invoices/credit memos, when
required. We are not responsible for collecting, paying or reporting upon
Your Taxes, and we will have no liability to you or any third party in
respect of Your Taxes. If we are legally required to collect any federal,
state or local sales, use, excise, gross receipts, value added or similar
taxes from you, you agree to promptly pay the required amount to us,
on request by us. We recommend that you consult with an independent
tax advisor to understand your tax obligations arising from Your
Transactions.
Contract Type: Month-to-Month.
Data: You own the Consumer Data and the Performance Data. You
give us the necessary permissions, licences and consents (in all
relevant countries) to use the Performance Data, provided that, weuse
such data solely: to provide, support and enhance the Service for you;
or for our internal analytical reporting purposes.We will not disclose any
Performance Data outside of us or Our Representatives unless it is in
an anonymised form.
Upgrades/Downgrades: Upgrades/Downgrades are not applicable
however you can add to Facebook ad spend in $70 increments this will
be charged as a Monthly Budget.
Refunds/Credit: Unless paragraph 21(d) of the General Terms applies,