Section 1 - Conventions
In this Agreement:
"User" means anyone the Client authorises to use the Service.
"The Company" means ShiftCreate Limited.
"Agreement" means, in order of precedence, this Service Agreement or the on-line Registration Form .
"Client" means the person(s) named on the Registration Form and any authorised user.
"Customer support" means all customer support and help services provided by The company to handle enquiries.
"Service" means all services provided by The company to the Client and user(s).
Section 2 - Agreement Duration
* This Agreement begins on the date that the Client uses a The company service and will continue until terminated in accordance with this Agreement.
Section 3 - Service Provision
* The company endeavours to provide uptime in excess of 99.9% at all times.
* The company will provide the Client with the Service on the terms of this Agreement.
* The company will provide the Service by any date agreed with the Client but the Client is advised that all dates are estimates and The company has no liability for any failure to meet any date.
* From time to time faults of a technical nature may occur. At such times, The company will endeavour to minimise any loss of service in such occurrences.
* The company reserves the right to:
i. change the technical specification of the Service;
ii. suspend the Service for operational reasons such as repair, maintenance or improvement of the Service or because of an emergency.
* The company is not responsible for any provision or maintenance of the Client computer hardware, software and telecommunications equipment that give the Client access to the The company services.
* The Client will indemnify The company of any responsibility for the acts and omissions of all Users in connection with the Service. The Client is liable for any failure by any User to perform or observe the terms and conditions of this Agreement.
Section 4 - Security
* The Client is responsible for the security and maintenance of all user names and passwords used in connection with the Service. The Client is advised to ensure passwords and user identities are kept confidential and secure.
* The Client is obligated as a matter of urgency to inform The company if there is any reason to believe that a user name or password has or is likely to become known to an unauthorised person(s).
* The Client must not change or attempt to change a user name or alias. If a Client forgets or loses a password or user name the Client must contact The company and satisfy such security checks as The company may operate.
* If at any time The company considers that there is or is likely to be a breach of security, The company reserves the right to suspend user name and password access to the Service or reserves the right to require the Client to change any or all of the passwords used by the Client in connection with the Service.
* The Client is obligated as a matter of urgency to inform The company of any changes to the information the Client supplied when registering for the Service.
Section 5 - Service Use
* The Service is provided solely for the Client's and Authorised Users use. The Client will not sell or attempt to sell the Service whether whole or in part to any third-party.
* The Service must not be used by the Client or any User in a way that does not comply with:
i. the terms of any legislation or any license applicable to the Client or that is in any way unlawful;
* The Service must not be used by the Client or any authorised User:
i. Fraudulently or otherwise unlawfully; to send, receive, upload, download, use or re-use any information or material which is offensive, abusive, indecent, defamatory, obscene or menacing, or in breach of confidence, copyright, trademark, service mark, patent, privacy or any other rights;
ii. to cause annoyance, inconvenience or needless anxiety;
iii. to transmit knowingly or recklessly any electronic material through the Service which shall cause or is likely to cause harm, in any degree, to computer systems owned by The company or other Internet users;
iv. to send or provide unsolicited advertising or promotional material or to receive responses to any unsolicited advertising or promotional material sent or provided using the Service by any third party; or
v. other than in accordance with the acceptable use policies of any connected networks.
* The Client must not use a user name or alias which infringes the rights of any person in a corresponding trade mark or name. The company reserves the right to require the Client to select a replacement user name or alias and may either refuse to provide or may suspend Service if, in The company's opinion, there are reasonable grounds for The company to believe that the user name or alias is, or is likely to be, used for a dishonest purpose, offensive, abusive, defamatory, obscene, or in violation of any person's intellectual property or similar rights.
Section 6 - Indemnity
* The Client hereby indemnifies The company from any claim brought by a third party resulting from the use of the Service. The Client further indemnifies The company in respect of all losses, including loss of turnover, sales, revenue, profits or indirect, consequential or special loss, costs, actions, proceedings, claims, damages, expenses (including reasonable legal costs and expenses), or liabilities, whatsoever suffered or incurred by The company in consequence of the Client's breach or non-observance of the Agreement.
* The Client shall defend and pay all costs, damages, awards, fees (including any reasonable legal fees) and judgements awarded against The company arising from the above claims and shall provide The company with notice of such claims, full authority to defend, compromise or settle such claims and reasonable assistance necessary to defend such claims, at the Client's sole expense.
* This section known as 'Section 6 Indemnity' shall remain in effect for three years after the termination of this Agreement.
Section 7 - Confidentiality
* The company will keep in confidence any information provided to it by the Client. The company will not disclose any Client information to any person other than its employees without the Client's consent.
The exception to this is:
i. any information which has been published other than through a breach of this Agreement;
ii. information lawfully in the possession of the recipient before the disclosure under this Agreement took place;
iii. information obtained from a third party who is free to disclose it;
iv. information which a party is requested to disclose and if it did not could be required by law to do so; or
v. information which has been reduced by The company to anonymous, non-personal form before disclosure
* This section known as 'Section 7 Confidentiality' shall remain in effect for 2 years after the termination of this Agreement.
Section 8 - Liability
* The company is not liable to the Client under any circumstances for direct or indirect loss of profits, sales, revenue, business or anticipated savings, indirect, consequential or special loss, nor for any indirect loss or damage, nor for the destruction of data.
* The company excludes all liability of any kind in respect of any material on the Internet which can be accessed using the Service and is not responsible in any way for any goods (including software) or services provided by third parties advertised, sold or otherwise made available by means of the Service or on the Internet.
* The company is not liable to the Client either under any circumstances for the acts or omissions of other providers of telecommunications or Internet services (including domain name registration authorities) or for faults in or failures of their equipment.
* If The company is unable to perform any obligation under this Agreement because of a matter beyond its reasonable control such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving its employees), or acts of local or central Government or other competent authorities, or events beyond the reasonable control of its suppliers, it will have no liability for that failure to perform.
* Each provision of this Agreement, excluding or limiting liability, operates separately. If any part is held by a court to be unreasonable or inapplicable, the other parts shall continue to apply.
Section 9a - Domain Names
* The Client confirms and warrants that it is the owner of, or that the Client has been and is duly authorised by the owner to use, any trade mark or name requested or allocated as its Name.
* The Client acknowledges that The company cannot guarantee that any Name the Client requests will be available or approved for use.
* The Client recognises that a domain name may appear available at time of purchase, however owing to the varied updating processes of third-party databases, may come to realise that the domain was not available, even if paid for. Such occurrences are rare but do happen.
* The company has the right to require the Client to select a replacement Name and may suspend the Service if, in the opinion of The company, there are reasonable grounds for The company to believe that the Client current choice of Name is, or is likely to be, in breach of the provisions of this Agreement or the law.
* If the Service includes the registration of an Internet domain name the Client acknowledges and agrees that:
i. The company does not represent, warrant or guarantee that any domain name applied for by the Client or on its behalf will be registered in its requested name or is capable of being registered by it or that the use of such domain name by it will not infringe any third party rights. Accordingly, the Client should take no action in respect of its requested domain name(s) until it has been notified that its requested domain name has been duly registered and The company will not be liable for any such action taken by the Client.
ii. the registration of the domain name and its ongoing use by the Client is subject to the relevant naming authority's terms and conditions of use and the Client undertakes to The company that it will comply with such terms and conditions. The Client hereby irrevocably waives any claims it may have against The company in respect of any decision of a naming authority to refuse to register a domain name and, without limitation, the Client acknowledges and agrees that any administration or other charge paid by the Client in respect of the registration of the domain name is non- refundable in any event. Some of the key naming authorities details are provided below. For the Nominet naming authorities terms and conditions visit: Nominet terms for .uk domain names.
For .com / .net / .org: ICANN terms and conditions.
* The Client shall have no right to bring any claim against us in respect of refusal to register a domain name or cancellation of the domain name by the relevant naming authority, Any administration charge paid by the Client to The company shall be non-refundable notwithstanding refusal by the naming authority to register the desired domain name.
iii. The company accepts no responsibility in respect of the use of a domain name by the Client and any dispute between the Client and any other individual or organisation regarding a domain name must be resolved between the parties concerned and The company will take no part in any such dispute. The company reserves the right, on becoming aware of such a dispute concerning a domain name, at its sole discretion and without giving any reason, to either suspend or cancel the relevant service associated with the domain name, and/or to make such representations to the relevant naming authority as it deems appropriate.
iv. The company make no representation that the domain name you wish to register is capable of being registered by or for you. You should therefore not assume registration of your requested domain name until you have checked the details against an appropriate WHOIS database. Any notification you receive from The company will act to inform you that we are applying for it on your behalf to secure the domain, not that it has been successfully registered. Any action taken by you prior to getting WHOIS confirmation is at your own risk.
v. The registration and use of your domain name is subject to the terms and conditions of use applied by the relevant naming authority; you shall ensure that you are aware of those terms and conditions and that you comply with them.
If The company cannot register a domain name, you, the user will be credited the domain registration fee in full, unless you have deliberately applied for a name that you are not entitled to, for example, a ltd.uk. You will not be entitled to any other form of compensation from us The company. Where payment has been made by credit or debit card, a credit shall be applied to your Account at The company or, subject to the discretion of the management, a refund may be given but only to the same credit or debit card. Due to the personalised nature of domain names and the registration process, unfortunately once registered or submitted the domain name cannot be cancelled and there can be no refund.
vi. We give no warranty that your domain name is or will continue to be available for your use or that no domain name is or will be registered which conflicts with your domain name or which otherwise affects your use of your domain name.
vii. We shall have no liability in respect of the use by you of any domain name any dispute between you and any other person must be resolved between the parties concerned in such dispute. If any such dispute arises, we shall be entitled at our discretion and without giving any reason, to withhold, suspend or cancel the domain name. We shall also be entitled to make representations to the relevant naming authority but will not be obliged to take part in any such dispute.
viii. We shall not release any domain to another provider unless full payment for that domain has been received by The company. You may not sell any domain name for which The company has not received payment. You may not transfer ownership of any domain name for which The company has not received payment.
ix. It is the sole responsibility of the user to provide us The company with up to date contact details and to inform us The company of any renewals concerning domain names registered.
x. Any Internet Protocol address allocated by The company to the Client shall at all times remain the sole property of The company and the Client will have a non-transferable licence to use such address for the duration of this Agreement. If this Agreement is terminated for whatever reason, the Client's licence to use the Internet Protocol address shall automatically terminate and thereafter it will not use such address.
Section 9b - Development
See the development terms & conditions
Section 9c - ShiftMail
i. ShiftMail is not to be used to send unsolicited emails.
ii. The company reserve the right to delete or archive report data older than 12 months.
Section 10 - Termination of Agreement
* Either party may terminate this Agreement on 14 days' notice to the other, without prejudice to any rights that may have accrued before termination.
When an account has been running for 45 days or less all expensives and setup costs will be borne by the User.
Section 11 - Breaches of Agreement
* Either party may terminate this Agreement if the other:
i. commits a material breach of this Agreement, which is capable of remedy, and fails to remedy the breach within a reasonable time of a written notice to do so;
ii. commits a material breach of this Agreement which cannot be remedied; or
iii. is repeatedly in breach of this Agreement;
* If any of the events detailed in paragraph above occur because of the Client or an authorised User, The company may suspend the Service without prejudice to its right to terminate this Agreement. The company reserves the right to suspend or terminate any authorised User's use of the Service as an alternative remedy to immediate termination of the Agreement. This remedy is without prejudice to The company's right subsequently to suspend or terminate the Agreement. The company may refuse to restore Service which has been suspended under this section until it has received assurances satisfactory to The company that the breach has been remedied and will not be repeated.
* Termination under this paragraph is without prejudice to any rights that may have accrued before termination.
* If either party delays in acting upon a breach of this Agreement that delay will not be regarded as a waiver of that breach. If either party waives a breach of this Agreement that waiver is limited to that particular breach.
Section 12 - Changes to this Agreement
* The company can change the Conditions of this Agreement at any time on 14 days' notice to the Client.
Section 13 - Assignment
* Neither party may assign or transfer any of its rights or obligations under this Agreement, without the written consent of the other.
Section 14 - Entire Agreement
* This Agreement contains the whole agreement between the parties and supersedes all previous written or oral agreements relating to its subject matter.
Section 15 - Notices
* Notices given under this Agreement may be delivered on-line or by e-mail. Additionally, The company may publish notices to the Client via the The company website; notices will be deemed effective on the date of publication, or otherwise as notified to the Client by The company. A notice from The company which is sent by e mail to the Client's e-mail address will be deemed effective 3 days after the date it is sent. A notice from the Client to The company will be deemed effective when received by The company at the e-mail address notified by The company to the Client.
Section 16 - Law
* This Agreement is governed by the law of England and Wales, and the Client submits to the exclusive jurisdiction of the Courts of England and Wales.