Terms and Conditions of Use
1. Parties
1.1 “The Company” means DocumentGENie Limited whose Registered Office is at Technopole Kingston Crescent Portsmouth Hampshire PO2 8FA
1.2 “The Customer” means the company, firm local authority, government body or individual who have engaged the services of the Company.
2. Definitions and Interpretation
2.1 The Following terms shall have the following meanings for the purposes of this agreement:
2.1.1 “Administrator” means an employee of the Company
2.1.2 “Conditions” means the terms and conditions set out in this document and any special terms and conditions agreed in writing by the Company and the Customer
2.1.3 “Customer Data” means transaction data submitted by the Customer to the Company and held on the Service
2.1.4 “Price” means the price for the Service as set out in the Specification Document
2.1.5 “Specification Document” means an order form completed by the Company and sent to the Customer setting out the details of the agreement and any additional Conditions for signature
2.1.6 “Service” means the internet document production service which permits the processing, retrieval and transmission of the Customer Data
2.1.7 “Software” means any software incorporated into the Service
2.1.8 “Web Site” means the Company’s web site
2.2 Headings contained in these conditions are for reference purposes only and should not be incorporated into these conditions and shall not be deemed to be any indication of the meaning of the clauses to which they relate.
2.3 All agreements on the part of either of the parties which comprise more than one person or entity shall be joint and several and the neuter singular gender throughout these Conditions shall include all genders and the plural and any successor in title
3. Provision of Service
3.1 The Company agrees to provide to the Customer access to the Service pursuant to these Conditions.
3.2 The Company reserves the right to change features and functionality of the Service from time to time. The Company shall inform the Customer of any such changes via e-mail.
3.3 Prior to the commencement of the Services, the Company shall submit to the Customer the Specification Document
3.4 Any variation to or of the Specification Document to be effective must be in writing and signed by the Parties.
4. Price and Payment
4.1 The Customer's use of the Service shall result in payment becoming payable in accordance with the Price. The Price becomes payable at the commencement of the Term.
4.2 Payment of the Price shall be due within fourteen (14) days of the date of an invoice sent by the Company to the Customer payable by direct debit save where otherwise agreed in writing between the parties.
4.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of four per cent (4%) above the Bank of England’s base rate from time to time in force and shall accrue at such a rate after as well as before any judgement.
4.4 If the Customer reactivates an account that was previously deactivated due to non-payment, a £100.00 reactivation fee will be charged to the Customer.
5. Limitations on Use of Service and Property
5.1 All copyrights trademarks source coded and other intellectual property rights in the Software are the exclusive property of the Company and the Customer shall not save solely for the purposes expressly permitted by and in accordance with Sections 50B(ii) and 296(A)(i) of the Copyright Designs and Patents Act 1988 copy adapt or reverse compile the whole or any part of the Software
5.2 The Customer acknowledges that the Service is not intended for permanent storage and agrees not to use the Service for archiving or back-up purposes.
6 Exclusions and limitations
6.1 The Company does not represent or warrant that the Service or any part of it will be uninterrupted reliable or fault free
6.2 The Company does not represent or warrant to the Customer that the Services or any of its contents will be accurate complete or reliable.
6.3 To the extent permitted by law the Company excludes all liability (whether arising in contract or otherwise and whether or not due to their negligence) which the Company would otherwise have to the Customer as a result of
6.3.1 any technical factual text or typographical inaccuracies errors or omissions relating to the Services or any information in the Services or arising from its source code or programming
6.3.2 the unavailability of the Services or any part of it
6.3.3 any misrepresentation on or relating to the Services (other than a fraudulent misrepresentation made by the Company or on its behalf)
6.4 The Company’s maximum liability to the Customer in respect of their use of the Services will not exceed the Price paid by the Customer during the Term of the agreement. The Customer agrees that the Company shall have no liability for indirect or consequential losses, loss of data, loss of Customer Data, income or profits or damages for loss of or damage to property or loss of opportunity
6.5 None of the exclusions or limitations in this clause shall exclude or restrict the Company’s liability for death or personal injury caused by their negligence.
6.6 The Company is not liable for the accuracy, truthfulness, or validity of any data entered by the Customer or provided through the Service.
6.7 The Customer's sole and exclusive remedy, if it is dissatisfied with the Service or with any terms, conditions, rules, policies, guidelines, or practices of the Company is to discontinue using the Service.
6.8 None of the above exclusions shall affect any statutory rights which are not capable of being excluded. However in such case the Company’s obligations where permitted by law will be limited to the resupply of the Services to the Customer.
6.9 Each of the above exclusions and limitations shall be construed as separate and severable
7. Confidentiality
7.1 Each party shall at all times use its best endeavours to keep confidential (and to procure that its employees and agents shall keep confidential) any confidential information which it or they may acquire in relation to the business and affairs of the other party to this agreement and shall not use or disclose such information except with the consent of that other party or in accordance with the order of a court of competent jurisdiction
7.2 The obligations of each of the parties contained in subclause 7.1 shall continue without limit in point of time but shall cease to apply to any information coming into the public domain otherwise than by breach by any such party of its obligations contained in this agreement
8. Security and Online Conduct
8.1 The Company will exercise reasonable care to prevent any unauthorized person or entity from gaining access to the Customer Data. Each party will promptly notify the other of any unauthorized access to or use of Customer Data or passwords. The parties will use reasonable efforts to take remedial measures to address any such unauthorized access.
8.2 The Company will not be obliged to monitor the Service. The Company shall however have the right, at its sole discretion, to monitor the Service and to disclose any information arising out of it, including without limitation Customer Data, as necessary to satisfy any law, regulation, or demand of government or of internal auditors or to protect the Company or its customers.
8.3 The Company may remove or refuse to post any materials that it finds, at its sole discretion, to be offensive, undesirable, in violation of these Conditions, or otherwise unacceptable. However, the Company has no obligation to remove any such materials.
8.4 All data, text, software, music, signed photographs, graphics, videos, messages or other material (“the Content”) whether publicly posted or privately transmitted are the sole responsibility of the Customer and for the avoidance of doubt the Customer is entirely responsible for all Content that its agents representatives or employees upload download post or e-mail via the Services
8.5 The Company does not control the content posted via the Service and therefore does not guarantee the accuracy integrity or quality of the Content.
8.6 The Customer must evaluate and bear all risks associated with the use of any Content including any reliance on its accuracy or completeness
8.7 The Customer will not use the Service or any part of it to;
8.7.1 upload, download post or e-mail any content that is unlawful, harmful, threatening, abusive, harassing, tortious,
defamatory, vulgar, obscene, libellous, abusive of anothers privacy, hateful or racially ethnically or otherwise objectionable
8.7.2 impersonate any person or entity or falsely state or otherwise misrepresent their affiliation with a personal entity or disguise the origin of any Content
8.7.3 upload, download, post or e-mail any Content that it does not have a right to transmit under any law or under any contractual or fiduciary relationships
8.7.4 upload download post or email any unsolicited or unauthorised advertising promotional materials or any other form of solicitation
8.7.5 upload download post or email any Content that contains computer viruses or any other computer code files on programmes designed to interrupt destroy or limit the functionality of any computer software hardware or telecommunications equipment
8.8 The Company and the Customer shall not upload download post or e-mail any Content which is or may be illegal or libellous in nature or an infringement of the rights of any third party and which would otherwise involve any criminal or tortious liability of any kind
8.9 The Customer will not disclose any account passwords to any third party not authorized to use the Service.
9. The Use of the Customer’s Name
The Customer grants the Company the right to display the Customer's company or entity name on its customer list, which is used for the Company's marketing purposes (brochures, web site, etc.) The Customer's may request removal from this list at any time by written request.
10. Third Party Rights and Indemnity
10.1 The Customer warrants that neither the Customer Data or the Service nor any additions to the Customer Data or the Service by them or any part of it infringes the copyright or any intellectual property rights of any third party and does not nor will infringe any law or regulation in any jurisdiction in which it is made available
10.2 The Customer shall keep the Company fully and effectively indemnified against all costs expenses damages and losses incurred in respect of any third party claims proceedings brought in respect of the Customer Data or the Service or any additions made to it by them including (but not limited to) any claim or proceedings relating to copyright trade marks trade names or any other intellectual proprietary industrial property rights of third parties
11. Term and Termination
11.1 The agreement shall be effective for an initial period of twelve (12) months (the “Term”) from the date of activation of the Customer’s account by the Administrator. The agreement shall then continue until either party terminates the agreement on thirty days (30) prior written notice to the other, such notice not to expire prior to the end of the Term
11.2 The Company may terminate or suspend the Service immediately if the Customer is in material breach of any of these Conditions.
11.3 Any rights that have accrued to any party at the date of termination will remain enforceable after termination
12 Force majeure
Neither Party shall have any liability under or be deemed to be in breach of these Conditions by reason of any delays or failures in performance of these Conditions which result from circumstances beyond the reasonable control of that Party.
13 Notices
13.1 Any notice given pursuant to these Conditions shall be in writing and shall be sufficiently given to any party if sent in a letter by first class prepaid post or facsimile transmission addressed to that party at the address of that party set out at the head of this agreement (or any alternative address notified by that party in accordance with this clause) and any notice so given shall be deemed unless the contrary is proved to have been effected
13.1.1 in the case of a notice sent by first class prepaid post, 2 clear business days after the date of dispatch;
13.1.2 in the case of facsimile transmission, if sent during normal business hours then at the time of transmission and if sent outside normal business hours then on the next following business day provided that a confirmatory copy is sent by first class prepaid post the next business day.
14 Proper law and jurisdiction
The validity construction and performance of these Conditions shall be governed by the law of England and Wales
15 Waiver
The failure by either party to enforce at any time or for any period any one or more of these Conditions shall not constitute a waiver of them or of the right at any time subsequently to enforce them
16 Severance
If any provision of these Conditions is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from these Conditions and rendered ineffective as far as possible without modifying the remaining provisions of these Conditions, and shall not in any way affect any other circumstances of or the validity or enforcement of these Conditions.
17 Agency, partnership etc
These Conditions shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in these Conditions. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.
18 No assignment or sub-contracting
The Customer shall not assign or sub-contract any of his rights or duties under these conditions without the consent in writing of the Company (such consent not to be unreasonably withheld).
19 Third party rights
A person who is not a party to these conditions has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of these Conditions
20 Variation
The Company may modify the provisions of these Conditions upon 30 days written or electronic notice to the Customer. If the Customer is unwilling to accept the modifications then the Customer may terminate the agreement in accordance with clause 11.1.
