Fees: the amount(s) payable by you (excluding VAT) for the Services
Services: the various features and functions performed by the Easymatch Limited website
Us, we, our: Easymatch Limited
Easymatch: a trading name of Easymatch Limited
You, your: the organisation, and the employees of the organisation, requiring the Services whose details are set out in the Specification
We agree to provide you the Services for the Fees
We will use all reasonable endeavours to provide the Services without interruption and materially error free.
Site up time: the site is intended to be available at all times, 24 HOURS A DAY 7 DAYS A WEEK AND 365 DAYS A YEAR. However due to the nature of a website needing constant improvement and upgrading there will be times when the system may be unavailable for short periods at a time. These website maintenance periods will be outside working hours where possible and will be timed to coincide with low activity periods. Where possible advance notice will be given by email to users but there may be unexpected down time. Such unexpected down time will normally be not more than 10 minutes.
You agree to pay the fees in accordance with our terms and conditions of payment as set out in paragraph ‘7. Payment Terms’ below
You agree to pay all invoices on or before the due date. The method of payment shall be by Standing Order, or Direct Debit. BACS transfer may be used occasionally in the event of a Standing Order or Direct Debit failure.
Any charges payable under this Agreement are exclusive of VAT at the prevailing rate
You agree that all information you have given to us is correct and that you will inform us if it changes
You agree not to use the Services for any unlawful purpose or in contravention of any English or other law
During registration for any of the Services, you will create your own username and a password, which are essential for your secure use of the Services. You will be responsible for keeping this information confidential and agree to take all necessary steps to ensure that it is kept secure and not disclosed to any unauthorised person. If you think that one of your usernames or passwords have been discovered or is being misused by someone else then you must immediately take all steps necessary (or requested by us) to prevent such use. If we think there is likely to be a misuse of the Services because of a breach of security we may:
Suspend use of the Services; and/or
Change your password and then notify you that we have done this
You acknowledge that licensed telephone and network operators provide the telephone and internet networks which are utilised by us and therefore we cannot guarantee that the Services will be uninterrupted or error free
We may accept instructions in connection with the Services from someone we are satisfied has your authority. You agree that you will be responsible for all use of the Services whether or not authorised by you
Easymatch Limited does not claim any ownership rights in any Materials that you submit, post, or display on or through Easymatch or on the Easymatch website. After submitting or displaying Materials on or through Easymatch or on the Easymatch website, you continue to retain all ownership rights in such Materials (unless provided by BPM Media Limited photography, floor plan and brochure services), and you continue to have the right to use your Materials in any way you choose. By submitting, posting or displaying any Materials on or through Easymatch, you hereby grant to Easymatch Limited a limited license to use, modify, publicly perform, publicly display, reproduce, and distribute such Materials solely on and through Easymatch.
You agree that we are not liable in contract or tort (other than fraudulent or negligent misrepresentation) or otherwise arising out of or in connection with this Agreement for economic loss (including, without limitation, loss of revenue, profits, contracts, business or anticipated savings), loss of goodwill or reputation, any indirect, special or consequential loss, loss of data, suffered or incurred by you or any third party arising out or in connection with the provisions of the Services (or any part of them)
Any liability we may have to you whether in contract, tort (including negligence) or otherwise for any loss or damage suffered by you in relation to the provision of the Services is limited to £500 in any 12 month period
We are not liable for any failure to perform our obligations if we are prevented from doing so by an event beyond our reasonable control (which may include, without limitation, strikes; labour disputes; acts of God; war; riot; civil action; malicious acts or damage; compliance with any law, governmental or regulatory order, rule, regulation or direction; any act or omission of any government or other competent authority; accident; equipment or service failure, including the unavailability of third party telecommunications services, lines, or other equipment; fire; flood or storm)
We may terminate or suspend the Agreement with immediate effect:
If you fail to pay any amount due to us within the timeframe set out in this agreement
If you break any part of this Agreement
Upon termination of this Agreement your right to use the Services shall immediately terminate and you shall immediately stop using the Services
We may suspend the Services (without being liable to compensate you):
In the event of a local or national emergency
To comply with a request from a government or other competent authority
To maintain the quality of our Services
If an event occurs which is beyond our reasonable control
Upon termination of this Agreement your data will be available to you through the Amazon S3 data backup service to your own account which you are responsible for setting up and activating. Failure on your behalf to activate this feature will mean no ability to extract your data. If you require us to extract your data for you in the event you have not activated your data backup, this will be chargeable work payable at the prevailing rates.
Payment for the ongoing use of the Service must be in advance with a minimum term of 1 calendar month and a maximum of 2 years.
Cleared payment must be received prior to the start of the usage period.
We require a minimum of 6 months written notice if notice is served within the first 12 months. Once the first 12 months have elapsed, a rolling 3 month notice period comes into effect. The first month of paid subscription is considered one month of this notice period.
Non payment of billing charges for a new billing period will result in immediate suspension of the Service without notice from the date the payment becomes overdue, until adequate cleared funds are received into our nominated bank account.
An active Direct Debit is required to be in place for an Easymatch account to be active. The cancellation of an active Direct Debit mandate at any time during the contract period will result in suspension of account subscriptions. Subscriptions will only be re-instated on the reinstatement of an active Direct Debit mandate. Easymatch Limited reserve the right to charge any costs incurred of the cancellation of a Direct Debit mandate.
We reserve the right to review prices periodically. You should expect inflation linked reviews on an annual basis. We will provide at least 90 days notice of any significant price changes, far beyond inflation.
Changes to the Agreement
We may alter and/or amend at any time:
Any aspect of the Services, provided such alteration or amendment does not require any material change to this Agreement
This Agreement, subject to giving you 28 days notice of the intended changes
Unless otherwise provided in this Agreement, any notices must be in English and be sent by email, post or delivered by hand as follows:
To you, at the address or email address that you provide when applying for the Services unless you notify us otherwise
To us, Easymatch Limited, 23 Southernhay West, Exeter, Devon EX1 1PR or by email to email@example.com
This Agreement does not create a partnership, joint revenue, agency or franchise relationship
You may not transfer this Agreement or any part of it to anyone else
We may subcontract or assign the provision of the Services or any part of the Services to any other person
If any part of this Agreement is found to be illegal or unenforceable, this will not affect the validity and enforceability of the remainder of the Agreement
If either of us delay or fail to enforce any right under this Agreement that will not be deemed to be a waiver of that right and will not prevent that right or any other right or remedy from being exercised or enforced
This Agreement constitutes the entire Agreement between us relating to the provision of the Services and supersedes any previous agreements and understandings between us relating to the Services (except that we do not limit or exclude our liability to you in respect of any fraudulent misrepresentations)
This Agreement is governed by English Law and both parties hereby agree to submit to the exclusive jurisdiction of the English Courts in respect of any dispute or matter arising out or in connection with this Agreement
As part of the service you may be able to set up your own website(s). If you do this you are responsible for the material that you or anyone else puts in your website(s). You must include your contact details (e.g. email address) clearly on your website(s).
Material on your website(s) must not, and the the use of it must not, in any way be unlawful. In particular, you must ensure that all necessary licences and consents (including those from owners of copyrights, performing rights and any other relevant intellectual property rights) have been obtained.
As part of the service we may provide you with applications, data, information, video, graphics, sound, photographs, software or any other material. This content is always changing as we try to provide you with the best possible service, and therefore you may notice changes in the content that you can access.
Some of the content will have its own terms and conditions. These may be displayed online or elsewhere. If you access this content you will need to comply with those terms and conditions.
Any interference or changes made to the Easymatch WordPress plug-ins by anyone, other than an Easymatch appointed employee or representative; which results in disruption to the performance or availability of your website is not the responsibility of Easymatch. Easymatch is not liable for the costs incurred to remedy any such changes or interference.
Users of Easymatch software will benefit from an automatic, real-time, property data feed to their Easymatch WordPress website.
Any customers of the Easymatch WordPress website who do not use Easymatch software will be responsible for the provision of their property data to the Easymatch WordPress website; either through manual data entry into a free Easymatch property uploading interface or via an automated data feed in an acceptable format. Any set-up costs from third party software providers of this data feed are your responsibility.
Easymatch Limited makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the latest version of the most popular current browsers: Firefox, Google Chrome, Safari, Internet Explorer 10, 11, Edge.
You agree that Easymatch Limited cannot guarantee correct functionality with all browser software across different operating systems.
Easymatch Limited cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website has been designed and handed over to you. As such, Easymatch Limited reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software unless you are on a maintenance package in which this updating and maintenance of the client website would be included.
Easymatch Limited tests to ensure that our site(s) works on the most up to date mobile browsers for our adaptive and responsive sites. We do not support deprecated mobile browsers.
These browsers include IOS safari, Chrome, Android. Note: we do not support Blackberry and Windows phones. Testing, support and additional work for these devices and their browsers comes at an additional fee under a separate agreement.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Service (“Submissions”), provided by you to us are non confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgement or compensation to you.
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