Online Connector Terms and Conditions
Revision: A
Date: 18 January 2007
1. Introduction
1.1. In this agreement
1.1.1. You and your mean the company named in the application.
1.1.2. Us, we, and our mean Trana eCommerce Ltd.
1.1.3. Product, software, and system mean the Online Connector product.
1.1.4. Service means our provision of the software to you.
1.1.5. Products mean all of Trana eCommerce Ltd’s products.
1.1.6. Our website is www.onlineconnector.co.uk.
2. Agreement description
2.1. This agreement grants you the non-exclusive use of our Online Connector
email and SMS text marketing system in the marketing of your company’s
business. Online Connector is a self-service marketing tool which is
accessed through an Internet connection.
2.2. The product is and remains the intellectual property of our third party
supplier.
2.3. As an on-going policy the product is reviewed and enhancement and new
features added; such changes may be released without notifying you at
any time. These upgrades will be mandatory and this license includes the
on-going upgrading of any feature you are currently using. Additional
features may be optional and subject to a charge if you choose to use
them.
3. Limitations of use
3.1. You may only use this product for legitimate and lawful activities. All
material you publish must not be in violation of any applicable law or
regulation. This includes, without limitation, material protected by
copyright or trademark used without proper authorisation and material
that is obscene, defamatory, or constitutes an illegal threat.
3.2. In using our product to send email and SMS text messages you must not be
in violation of any applicable law or regulation including, amongst other
things, sending unsolicited marketing material, revealing recipients’
details, failing to provide an opt-out option, and concealing your
identity.
3.3. You must not use this product in any way which damages the reputation and
brand of us or our products.
3.4. This license may not be transferred or shared with any other person
without our prior consent in writing.
4. Limitations of liability
4.1. We will not be liable to you if we are unable to carry out our obligations
under this agreement as a result of anything that we cannot reasonably
control. This includes, amongst other things, any machine failing to work,
any inadvertent technical error, failure of power supply, failure of
communication link, complete or partial closure of any payment or
settlement system, any industrial dispute, or any act, omission, delay or
failure of any agent or third party.
4.2. You use the product and its documentation at your own risk and in no event
will we be liable to you for any loss or damage of any kind (except
personal injury or death resulting from our negligence) including loss of
business, loss of reputation, loss of opportunity, loss of data or any
type of special, consequential or indirect loss arising from your use of,
or inability to use, the Online Connector product.
4.3. You will indemnify us for any costs incurred, or penalties imposed, or
loss, or damage or liability we or our agents suffer due to your breach of
any law, regulation or code.
5. Charges
5.1. Our current charges are published on our website.
5.2. Payment terms are Net 7 days.
5.3. SMS credits will be credited to your account once payment has been received.
5.4. Monthly charge is payable in advance.
5.5. Charge for additional subscribers is payable in arrears.
6. Anti-spam policy
6.1. It is a condition of this agreement that you agree to abide by our anti-spam
policy which is published on our website.
7. Data protection
7.1. You must fully comply with all applicable data protection legislation.
7.2. You shall not sell, sub-license or give data or any part of the data to a
third party without the expressed and verifiable consent of the individual.
7.3. You must maintain the confidentiality of your password at all times and you
must change it immediately if you believe it may be known by another.
8. Cancellation and suspension of this agreement
8.1. Either party may terminate this agreement by informing the other party in
writing at least thirty days prior to the termination date.
8.2. In exceptional circumstances, which include the failure to abide by the
conditions of this agreement, either party may terminate this agreement
immediately.
8.3. We may suspend the provision of this service to you if payment of any charge
is overdue whether disputed by you or not.
8.4. On termination of the agreement for whatever reason:
8.4.1. There shall be no refund of any element of the charges.
8.4.2. All unpaid charges will become immediately due including those not already
invoiced.
8.4.3. Neither we nor our third party supplier will be under any obligation to
retain any data associated with you.
9. General
9.1. These Terms and Conditions shall be governed and construed in accordance
with the laws of England and Wales and any disputes will be decided only by
the English Courts.
9.2. If any of these Terms and Conditions is held by any court of competent
authority to be unlawful, invalid or unenforceable, in whole or in part,
this will not affect the validity of the remaining Terms and Conditions
which will continue to be valid and enforceable to the fullest extent
permitted by law.