Bizitalk Website Terms and Conditions

BIZITALK LTD’S WEBSITE TERMS AND CONDITIONS 

BACKGROUND:

This agreement applies as between you, the User of this Website and Bizitalk Ltd, the owner of this Website.  Your agreement to comply with and be bound by these Terms and Conditions is deemed to occur upon your first use of the Website. If you do not agree to be bound by these Terms and Conditions, you should stop using the Website immediately.

1. Definitions and Interpretation

In this Agreement the following terms shall have the following meanings:

“Account”

means collectively the personal information, payment information and credentials used by Users to access Paid Content and / or any communications System on the Website;

“Advertisement”

means an advertisement posted on the Website by an Advertiser which shall provide details of the item or service offered by the Advertiser;]

“Advertiser”

 

means a User that wishes to or has placed an Advertisement on the Website;]

“Advertisement Fee”

means the fee payable to post an Advertisement;]

“Bizitalk Ltd”

means Bizitalk Ltd (a limited company registered in England and Wales with registration number 04998171) with its registered office located at 13 High Street, Fareham, Hampshire, PO16 7AF [with its trading address located at [INSERT ADDRESS]] and VAT number [INSERT NUMBER];

“Content”

means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of this Website;

 

“Free Content”

means any Content that is accessible without the payment of a Subscription Fee and includes access to the forums, chat rooms and the information pages;

“Listing”

means a directory listing posted on the Website by a User which shall provide details of that User’s business including, but not limited to, contact details;

“Paid Content”

 

 “Premium Advertisement”

 

means Content accessible only upon the creation of an Account and the payment of a Subscription Fee;means an Advertisement for which an Advertisement Fee is payable;

“Service”

means collectively any online facilities, tools, services or information that Bizitalk Ltd makes available through the Website either now or in the future;

“Subscription Fee”

means the sum of money paid by Users at monthly or annual intervals to keep their Account active and to enable them to access the Paid Content;

“Subscription Period”

means the period for which a subscription has been purchased;

“System”

means any online communications infrastructure that Bizitalk Ltd makes available through the Website either now or in the future.  This includes, but is not limited to, Advertisements, web-based email, message boards, live chat facilities and email links;

“User” / “Users”

means any third party that accesses the Website and uses the Services and is not employed by Bizitalk Ltd;

“User Content”

means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored on a computer that appears on or forms part of the Website which is created by Users; and

“Website”

means the website that you are currently using (www.bizitalk.com) and any sub-domains of this site unless expressly excluded by their own terms and conditions.

2. The Service

2.1          Bizitalk Ltd provides a hosted blog service, forum, chat rooms, information pages, video content, daily deals, shop window, advertising pages and a business directory. Users are required to create an Account in order to access and use the Services. You may access most areas of the Website without registering your details with us but certain areas of the Website are only open to you if you register with us and setup an Account.

2.2          Bizitalk Ltd offers Users different Services dependent upon the Users level of subscription. The Services offered to each User of the Paid Content and the Subscription Fees for each will be as notified on the Website from time to time.

3. Intellectual Property

3.3          Subject to the exceptions in Clause 6 of these Terms and Conditions, all Content included on the Website, save for User Content, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of Bizitalk Ltd, or our affiliates. By continuing to use the Website you acknowledge that such material is protected by applicable United Kingdom and International intellectual property and other laws.

3.4          Material from the Website may be re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 or those detailed in Clauses 4 and 5 of these Terms and Conditions apply.

4. Use of Free Content

You may print, reproduce, copy, distribute, store or in any other fashion re-use Free Content from the Website for personal or commercial purposes unless otherwise indicated on the Website as long as Bizitalk.com is credited and linked. Specifically you agree that you will not systematically copy Free Content from the Website with a view to creating or compiling any form of comprehensive collection, compilation, directory or database unless given express written permission to do so by Bizitalk Ltd.

5. Use of Paid Content

5.5          Payment of a Subscription Fee grants you a licence to use all Paid Content on the Website for the duration of your subscription. You may use such Content for personal or commercial purposes.

5.6          Under such a licence, you agree that you will not systematically copy Paid Content from the Website with a view to creating or compiling any form of comprehensive collection, compilation, directory or database unless given express written permission to do so by Bizitalk Ltd.

6. Third Party Intellectual Property

Where expressly indicated, certain Content and the Intellectual Property Rights subsisting therein belongs to other parties.  This Content, unless expressly stated to be so, is not covered by any permission granted by Clauses 4 and 5 of these Terms and Conditions to use Content from the Website.  Any such Content will be accompanied by a notice providing the contact details of the owner and any separate use policy that may be relevant.

7. Links to Other Websites

This Website may contain links to other sites.  Unless expressly stated, these sites are not under the control of Bizitalk Ltd or that of our affiliates.  We assume no responsibility for the content of such Websites and disclaim liability for any and all forms of loss or damage arising out of the use of them.  The inclusion of a link to another site on this Website does not imply any endorsement of the sites themselves or of those in control of them.

8. Links to this Website

Those wishing to place a link to the homepage of this Website (www.bizitalk.com) may do so without prior permission.  Deep linking (i.e. links to specific pages within the site) requires the express permission of Bizitalk Ltd. Bizitalk Ltd expressly reserves the right to revoke this right for breach of these terms and to take any action it deems appropriate.

9. Use of the System

9.7          When using the forums, chat rooms, Listings, posting Advertisements and / or using any other System on the Website you should do so in accordance with the following rules:

9.7.1     you must not use obscene or vulgar language;

9.7.2     you must not submit User Content that is unlawful or otherwise objectionable (including that which may be in breach of rules, regulations or legislation specific to your business or industry).  This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory, ageist, sexist or racist;

9.7.3     you should be honest and fair, should not make any unsubstantiated or unsupportable claims and should not make dishonest or unreasonable comparisons with other businesses;

9.7.4     you must not submit User Content that is intended to promote or incite violence;

9.7.5     you must not post links to other Websites containing any of the Content prohibited by the rules in this Clause 9.1;

9.7.6     you must not infringe the intellectual property rights of any third party including, but not limited to, copyright and trademarks;

9.7.7     the means by which you identify yourself must not violate these Terms and Conditions or any applicable laws;

9.7.8     you must not submit material that might contain viruses of any other software or instructions that may damage or disrupt other software, computer hardware or communications networks;

9.7.9     you must not impersonate other people, particularly employees and representatives of Bizitalk Ltd, other businesses or our affiliates; and

9.7.10   you must not use our System for unauthorised mass-communication such as “spam” or “junk mail”.

9.8          You acknowledge that Bizitalk Ltd reserves the right to monitor any and all communications made to us or using our System.

9.9          You acknowledge that Bizitalk Ltd shall screen, approve (or reject), edit and/or remove any User Content, Advertisement or Listing submitted to the Website.

9.10       You acknowledge that Bizitalk Ltd may retain copies of any and all communications made to us or using our System.

9.11       By submitting User Content, an Advertisement or a Listing you warrant and represent that you are the author of such or that you have acquired all of the appropriate rights and / or permissions to use the same in this fashion.  Further, you waive all moral rights in the User Content, Advertisement or Listing to be named as its author and grant Bizitalk Ltd a licence to modify the same as necessary for its inclusion on the Website.  Bizitalk Ltd accepts no responsibility or liability for any infringement of third party rights by such User Content, Advertisement or Listing.

9.12       Unless a User informs Bizitalk Ltd otherwise, in advance of posting, in writing, and Bizitalk Ltd agrees to any terms or restrictions, all User Content, Advertisements or Listings submitted are for publication on the Website and other such uses as Bizitalk Ltd may deem appropriate under a royalty-free, perpetual basis.

9.13       Bizitalk Ltd will not be liable in any way or under any circumstances for any loss or damage that you may incur as a result of such User Content, Advertisement or Listing nor for any errors or omissions in the User Content, Advertisement or Listing.  Use of and reliance upon such User Content, Advertisement or Listing is entirely at your own risk.

9.14       You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website.

10. Accounts

10.15    In order to access Paid Content on this Website, submit User Content, an Advertisement or a Listing, access the System and/or other Services you are required to create an Account which will contain certain personal details which may vary based upon the type of Account that you choose.  By continuing to use this Website you represent and warrant that:

10.15.11              all information you submit is accurate and truthful; and

10.15.12              you will keep this information accurate and up-to-date.

Your creation of an Account is further affirmation of your representation and warranty.

10.16    Sharing of Accounts is not permitted unless expressly authorised in writing by Bizitalk Ltd.  You are required to keep your Account details confidential and must not reveal your username and password to anyone.  If you use a shared computer, it is recommended that you do not save your Account details in your internet browser.

10.17    When choosing your username you are required to adhere to the terms set out above in Clause 9.1.  Any failure to do so could result in the suspension and/or deletion of your Account.

10.18    Access to Paid Content, and the creation of an Account, is at the discretion of Bizitalk Ltd.

11. Subscriptions

11.19    Subscription charges commence on the date that you activate your subscription.  Your credit / debit card will be billed via PayPal or similar on activation and monthly or annually thereafter.

11.20    Your first payment will be at the price advertised on the Website and will depend upon the type of Account you have subscribed for.  Bizitalk Ltd reserves the right to change the Subscription Fees from time to time and any such changes may affect your subscription rate.

11.21    Should any Subscription Fee for a renewal not be paid within 30 days of the date for renewal, Bizitalk Ltd has the option to terminate your Account forthwith.

11.22    If you terminate your annual subscription or Account you will continue to have access to the Paid Content for the remainder of the Subscription Period you are currently in up until the renewal date whereupon access will cease unless you choose to pay the Subscription Fee and reactivate your subscription.

11.23   If at the time of subscribing a twitter promotion was included in the offer and subsequently Twitter stops carrying that promotion or ceases to trade Bizitalk Ltd will not be held responsible to refund any subscriptions

12. Listing on the Website

12.23    When submitting a Listing to the Website you should do so in accordance with the rules in Clause 9.

13. Advertising on the Website

13.24    When submitting an Advertisement to the Website you should do so in accordance with the rules in Clause 9.

14. Advertisement Fees

14.25    Free Advertisements do not require the payment of an Advertisement Fee.  Free Advertisements are permitted at the discretion of Bizitalk Ltd.

a)            An Advertisement Fee will be charged for each Advertisement you post on this Website.  Advertisement Fees are detailed here.  The Advertiser will be billed at the time at which their Advertisement goes live and as agreed thereafter until cancellation or termination.

14.26    Your first payment will be at the price advertised on the Website.  Bizitalk Ltd reserve the right to change Advertisement Fees from time to time and any such changes may affect your recurring Advertisement Fees.

14.27    If you terminate an Advertisement, your Advertisement(s) will be removed immediately and you will not be rebilled for either the cancelled Advertisement or all of your Advertisements, as appropriate.

14.28    Advertisements which Bizitalk Ltd rejects in accordance with Clause 9 and/or Clause 13.2 shall not be charged for.

15. Share Scheme

Bizitalk Ltd may operate a share scheme offering shares in Bizitalk Ltd to Subscribers from time to time. Shares are offered at the absolute discretion of Bizitalk Ltd and in accordance with the Articles of Association and any supplementary documentation as may be varied from time to time.

16. Termination

16.29    Either Bizitalk Ltd or you may terminate your Account and (where relevant) your subscription.  If Bizitalk Ltd terminates your Account or subscription, you will be notified by email and an explanation for the termination will be provided.  Notwithstanding the foregoing, we reserve the right to terminate without giving reasons.

16.30    If Bizitalk Ltd terminates your Account as a result of your breach of these Terms and Conditions you will not be entitled to any refund.

16.31    If Bizitalk Ltd terminates your Account or subscription, you will cease to have access to Paid Content from the date of termination and any Advertisement and any Listing will be removed on the same date.

16.32    If you terminate your Account or subscription, you will continue to have access to Paid Content and will be permitted to continue with any Advertisement or Listing for the remainder of your Subscription Period.

17. Privacy

Use of the Website is also governed by our Privacy Policy which is incorporated into these Terms and Conditions by this reference.  To view the Privacy Policy, please click on the link above.

18. Disclaimers

18.33    Bizitalk Ltd makes no warranty or representation that the Website will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, or that it will be secure.

18.34    Whilst every reasonable endeavour has been made to ensure that all information provided on this Website will be accurate and up to date, Bizitalk Ltd makes no warranty or representation that this is the case.  We make no guarantee of any specific results from the use of our Services.

18.35    No part of this Website is intended to constitute advice and the Content of this Website should not be relied upon when making any decisions or taking any action of any kind.

18.36    Commercial use of the information on this Website is permitted, however, Bizitalk Ltd makes no representation or warranty that this Content is suitable for use in commercial situations or that it constitutes accurate data and / or advice on which business decisions can be based.

18.37    Whilst every effort has been made to ensure that all descriptions of services available from Bizitalk Ltd correspond to the actual services available, Bizitalk Ltd is not responsible for any variations from these descriptions.

18.38    Whilst Bizitalk Ltd uses reasonable endeavours to ensure that the Website is secure and free of errors, viruses and other malware, all Users are advised to take responsibility for their own security, that of their personal details and their computers.

19. Availability of the Website and Modifications

19.39    The Service is provided “as is” and on an “as available” basis.  We give no warranty that the Service will be free of defects and / or faults.  To the maximum extent permitted by the law we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.

19.40    Bizitalk Ltd accepts no liability for any disruption or non-availability of the Website resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.

19.41    Bizitalk Ltd reserves the right to alter, suspend or discontinue any part (or the whole of) the Website including, but not limited to, the Services.  These Terms and Conditions shall continue to apply to any modified version of the Website unless it is expressly stated otherwise.

20. Limitation of Liability

20.42    Bizitalk Ltd’s liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising out of our breach of these Terms and Conditions shall be limited to the value of a User’s current Subscription Fee.  For all other direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Website or any information contained therein, to the maximum extent permitted by law, Bizitalk Ltd accepts no liability. Users should be aware that they use the Website and its Content at their own risk.

20.43    Nothing in these Terms and Conditions excludes or restricts Bizitalk Ltd’s liability for death or personal injury resulting from any negligence or fraud on the part of Bizitalk Ltd.

21. Severance

Whilst every effort has been made to ensure that these Terms and Conditions adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these Terms and Conditions and shall not affect the validity and enforceability of the remaining Terms and Conditions.  This term shall apply only within jurisdictions where a particular term is illegal.

22. No Waiver

In the event that any party to these Terms and Conditions fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.

23. Variations

Bizitalk Ltd may revise these Terms and Conditions at any time. You are expected to check this page from time to time to take notice of any changes we make, as they are binding on you. Some of the provisions contained in these Terms and Conditions may also be superseded by provisions or notices published elsewhere on the Website.

24. Previous Terms and Conditions

In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.

25. Third Party Rights

Nothing in these Terms and Conditions shall confer any rights upon any third party.  The agreement created by these Terms and Conditions is between you and Bizitalk Ltd.

26. Communications

26.44    All notices / communications shall be given to us either by post to our registered office (see address above) or by email to info@bizitalk.com Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.

26.45    Bizitalk Ltd may from time to time send you information about our services.  If you do not wish to receive such information, please click on the ‘Unsubscribe’ link in any email which you receive from us/email us to request your removal from receiving such emails.

27. Law and Jurisdiction

These Terms and Conditions and the relationship between you and Bizitalk Ltd shall be governed by and construed in accordance with the Law of England and Wales and Bizitalk Ltd and you agree to submit to the exclusive jurisdiction of the Courts of England and Wales.

 

June 2013