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Web EDI Enquiries:
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0856 |
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Terms & ConditionsIMPORTANT: PLEASE READ CAREFULLY UPON MAKING FIRST PAYMENT, THE SUBSCRIBER AGREES TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS OF SERVICE
Service Subscription (Web EDI)1. DEFINITIONS 1.1 The followings words and phrases shall have the meanings as set out below:
2.1 In consideration for payment of the Subscription Charge, EDICOM: 2.1.1 grants to the Subscriber a non-exclusive, terminable right and licence to access and utilise the Web EDI Service using the Login Details; and 2.1.2 shall provide the Help Desk Support 2.2 EDICOM may, at? its absolute discretion, vary the specification of the Web EDI Service at any time without notice to the Subscriber. 3. LOGIN DETAILS 3.1 Under no circumstances shall the Subscriber disclose the Login Details to any party other than an authorised employee. 3.2 The Subscriber agrees that it shall immediately notify EDICOM upon becoming aware of the loss or misuse of the Login Details. 4. RESTRICTIONS 4.1 The Subscriber shall not (or permit others to do so) : 4.1.1 adapt, translate, de-compile, reverse engineer, disassemble, crack or hack the Web EDI Service; 4.1.2 utilise the Web EDI Service for any purpose other than for submitting electronic invoices for payment by the Retailer in relation to goods delivered or services rendered by, or on behalf of the Subscriber. 5. AVAILABILITY 5.1 EDICOM shall use its reasonable endeavours to ensure the continuous availability and operation of the Web EDI Service. 5.2 The Subscriber acknowledges that: 5.2.1 The Web EDI Service: 5.2.1.1 is provided on an “as is” and “as available” basis; 5.2.1.2 may not be uninterrupted or error free; 5.2.1.3 may be suspended in accordance with Clause 11 below. 5.2.2 the internet and world wide web are inherently uncontrollable and that the Web EDI Service may not be accessible for reasons beyond the reasonable control of EDICOM.
6. WARRANTIES 6.1 To the fullest extent permissible by law, EDICOM excludes any express, implied or statutory warranties (including warranties as to the conditions of quality or fitness for a particular purpose) including those implied by the Sale of Goods Act of 1979 (as amended) and the Supply of Goods and Services Act of 1982 6.1.1 6.2 Subject to Clause 5.2.2 above, EDICOM warrants that the Web EDI Service, shall function (minor errors excluded) materially in accordance with pages 4 through 7 of the Welcome Pack. 7. CHARGES AND PAYMENT 7.1 The Subscriber shall pay EDICOM the Subscription Charge in accordance with the Standing Order Mandate. 7.2 EDICOM reserves the right to alter the Subscription Charge on a monthly basis. EDICOM shall provide the Subscriber with written notice of any proposed change. 7.3 This contract is valid for the duration of 12 months from the date of first payment. 8. INTELLECTUAL PROPERTY RIGHTS 8.1 All Intellectual Property Rights and other proprietary rights of whatever nature in the Web EDI Service and are and shall remain the sole property of EDICOM. 8.2 The Subscriber shall not acquire or claim any title to any of the Intellectual Property Rights in the Web EDI Service. 9. LIABILITY & INDEMNITY 9.1 The Subscriber agrees and acknowledges that EDICOM are not involved in the agreement or payment of any invoices submitted for payment by the Retailer through the Web EDI Service. 9.2 EDICOM shall not be liable to the Subscriber for any damages whatsoever or howsoever (inclosing without limitation damages for loss of business profits, business interruption, loss of business information or other consequential, indirect, economic or pecuniary loss) arising out of the use or inability to use the Web EDI Service, even if EDICOM have been informed of the possibility of such damages. 9.3 EDICOM shall not be held liable for any breach of its obligations resulting from causes beyond its reasonable control, including without limitation those referred to in Clause 5.2.2 above. 9.4 EDICOM does not exclude or limit liability for death or personal injury. 9.5 The entire risk in respect of the results and performance of the Web EDI Service is assumed solely by the Subscriber. 10. INDEMNITY 10.1 The Subscriber shall indemnify EDICOM (on an indemnity basis) in full and hold EDICOM harmless from all claims, demands, damages, and expenses (including legal fees) arising out of or in connection with any: 10.1.1.1 loss or misuse of the Login Details; 10.1.1.2 use of the Web EDI Service. 11.1 EDICOM shall be entitled to suspend access to the Web EDI Service without any liability to the Subscriber whatsoever, where: 11.1.1 it is reasonably necessary for EDICOM to carry out routine upgrade, repair or maintenance works to the Web EDI Service; or 11.1.2 the Subscriber: 11.1.2.1 fails to pay the Subscription Charge in full; 11.1.2.2 breaches any term of this Agreement. 12. TERM & TERMINATION 12.1 This Agreement shall continue on a monthly basis, unless or until: 12.1.1 the Subscriber gives EDICOM not less than three (3) months notice to terminate; 12.1.2 EDICOM terminates this Agreement at any time by written notice to the Subscriber, if the Subscriber: 12.1.2.1 commits any material breach of its obligations under this Agreement which (if remediable) are not remedied within seven (7) days after the service of written notice specifying the breach and requiring it to be remedied; 12.1.2.2 makes any voluntary arrangement with its creditors (within the meaning of the Insolvency act 1986) or if a petition is presented for the making of an administration order subject to an administration order or goes into liquidation; 12.1.2.3 ceases to carry on the Web EDI service. 12.1.3 EDICOM terminates this Agreement on two (2) months written notice, for any reason whatsoever. 12.2 Any Subscription Charge outstanding at the termination of this Agreement shall immediately become payable to the Subscriber. 13. ASSIGNMENT 13.1 The Subscriber shall have no right to assign, sub-licence or otherwise transfer the benefits of, nor delegate its obligations whether in whole or in part under this Agreement. 13.2 EDICOM shall be permitted to assign its rights and obligations under this Agreement, whether in whole or in part, without any consent from The Subscriber. 14. CONTRACT RIGHTS OF THIRD PARTIES 14.1 A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999, to enforce any of the terms and conditions of this Agreement. 15. NOTICES 15.1 Any notice required or permitted under the terms of this Agreement or required by statute, law or regulation will (unless otherwise provided) be in writing and will be delivered in person, sent by facsimile, registered mail (properly posted and fully prepaid in an envelope properly addressed) or by e-mail. 15.2 Any such notice shall be considered to have been given on the first working day occurring after the day of actual delivery or sending by facsimile or e-mail or in any other event within two (2) working days after it was posted in accordance with this Clause 15. 16. WAIVER 16.1 Failure or neglect by either party to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of such party's rights hereunder nor in any way affect the validity of the whole or any part of this Agreement nor prejudice such party's rights to take subsequent action. 17. ENTIRE AGREEMENT 17.1 The terms and conditions of this Agreement represent the entire agreement between EDICOM and the Subscriber. No amendment to the terms and conditions of this Agreement shall be valid and binding unless in writing and signed by an authorised representative of both parties. 18.1 At any time after the date of this Agreement, either party shall, at the request and cost of the other party, execute or procure the execution of such documents and do or procure the doing of such acts and things as the other party may reasonably require for the purpose of giving to the other party the full benefit of all the provisions of this Agreement. 19. SEVERABILITY 19.1 In the event that any of these terms, conditions or provisions or those of any schedule or attachment hereto will be determined by any competent authority to be invalid, unlawful or unenforceable to any extent such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law. 20. LAW 20.1 The parties hereby agree that this Agreement and the provisions hereof will be construed in accordance with the Laws of England and Wales and the parties submit to the exclusive jurisdiction of the English Courts. 20. FAIR USE POLICY 20.1 To ensure fair allocation of resources, users who exceed sending more than 80 invoices per month will be required to pay an excess to the normal advertised charge. This excess cost will be negotiated between the Subscriber and EDICOM (UK) Ltd.
Acceptable Use Policy (AUP)The following are guidelines for the establishment and enforcement of EDICOM's AUP:
Ensure reliable service to our
customers. We do not routinely monitor the activity of accounts except for measurements of system utilization and the preparation of billing records. You may not use your dedicated system or virtual site to publish material, which EDICOM determines, at its sole discretion, to be unlawful, indecent or objectionable. For purposes of this policy, "material" refers to all forms of communications including narrative descriptions, graphics (including photographs, illustrations, images, drawings, logos), executable programs, video recordings, and audio recordings. If a EDICOM account is used to violate the Acceptable Use Policy or our TOS, we reserve the right to terminate the service without notice. We prefer to advise customers of inappropriate behaviour and any necessary corrective action, however, flagrant violations of the Acceptable Use Policy will result in immediate termination of service. Our failure to enforce this policy, for whatever reason, shall not be construed as a waiver of our right to do so at any time. As a member of our network community, you must use your Internet access responsibly. If you have any questions regarding this policy, please contact us at abuse@edicom.com. The following constitute violations of this AUP: 1) Illegal use: EDICOM's services may not be used for illegal purposes, or in support of illegal activities. EDICOM reserves the right to cooperate with legal authorities and/or injured third parties in the investigation of any suspected crime or civil wrongdoing. 2) Harm to minors: Use of the EDICOM service to harm, or attempt to harm, minors in any way, including, but not limited to child pornography. 3) Threats: Use of the EDICOM service to transmit any material (by e-mail, uploading, posting or otherwise) that threatens or encourages bodily harm or destruction of property. 4) Harassment: Use of the EDICOM service to transmit any material (by e-mail, uploading, posting or otherwise) that harasses another. 5) Fraudulent activity: Use of EDICOM service to make fraudulent offers to sell or buy products, items, or services, or to advance any type of financial scam such as "pyramid schemes," "ponzi schemes," and "chain letters." 6) Forgery or impersonation: Adding, removing or modifying identifying network header information in an effort to deceive or mislead is prohibited. Attempting to impersonate any person by using forged headers or other identifying information is prohibited. The use of anonymous remailers or nicknames does not constitute impersonation. 7) Unsolicited commercial e-mail / Unsolicited bulk e-mail (SPAM) : EDICOM takes a zero tolerance approach to the sending of Unsolicited Commercial Email (UCE) or SPAM over our network. Very simply this means that customers of EDICOM may not use or permit others to use our network to transact in UCE. Customers of EDICOM may not host, or permit hosting of, sites or information that is advertised by UCE from other networks. Violation of EDICOM's SPAM policy or anyone causing any of our IP space to be listed in any of the various Spam Databases will result in severe penalties. Upon notification of an alleged violation of our SPAM policy, EDICOM will initiate an immediate investigation (within 48 hours of notification) . During the investigation, EDICOM may restrict customer access to the network to prevent further violations. If a customer is found to be in violation of our SPAM policy, EDICOM may, at its sole discretion, restrict, suspend or terminate customer's account. Further, EDICOM reserves the right to pursue civil remedies for any costs associated with the investigation of a substantiated policy violation. EDICOM will notify law enforcement officials if the violation is believed to be a criminal offence. First violations of this policy will result in an "Administrative Fee" of £250 and your account will be reviewed for possible immediate termination. A second violation will result in an "Administrative Fee" of £500 and immediate termination of your account. Users who violate this policy agree that in addition to these "Administrative" penalties, they will pay "Research Fees" not to exceed £175 per hour that EDICOM personnel must spend to investigate the matter. 8) E-mail / News Bombing: Malicious intent to impede another person's use of electronic mail services or news will result in the immediate termination of the offending EDICOM account. 9) E-mail / Message Forging: Forging any message header, in part or whole, of any electronic transmission, originating or passing through the EDICOM service is in violation of this AUP 10) Usenet SPAMing: EDICOM has a zero tolerance policy for the use of its network for the posting of messages or commercial advertisements, which violate the rules, regulations, FAQ or charter of any newsgroups or mailing list. Commercial messages that are appropriate under the rules of a newsgroup or mailing list or that are solicited by the recipients are permitted. 11) Unauthorized access: Use of the EDICOM service to access, or to attempt to access, the accounts of others, or to penetrate, or attempt to penetrate, security measures of EDICOM's or another entity's computer software or hardware, electronic communications system, or telecommunications system, whether or not the intrusion results in the corruption or loss of data, is expressly prohibited and the offending EDICOM account is subject to immediate termination. 12) Copyright or trademark infringement: Use of the EDICOM service to transmit any material (by e-mail, uploading, posting or otherwise) that infringes any copyright, trademark, patent, trade secret or other proprietary rights of any third party, including, but not limited to, the unauthorized copying of copyrighted material, the digitization and distribution of photographs from magazines, books, or other copyrighted sources, and the unauthorized transmittal of copyrighted software. 13) Collection of personal data: Use of the EDICOM service to collect, or attempt to collect, personal information about third parties without their knowledge or consent. 14) Network disruptions and unfriendly activity: Use of the EDICOM service for any activity which affects the ability of other people or systems to use EDICOM Services or the Internet. This includes "denial of service" (DOS) attacks against another network host or individual user. Interference with or disruption of other network users, services or equipment is prohibited. It is the Member's responsibility to ensure that their network is configured in a secure manner. A Subscriber may not, through action or inaction, allow others to use their network for illegal or inappropriate actions. A Subscriber may not permit their network, through action or inaction, to be configured in such a way that gives a third party the capability to use their network in an illegal or inappropriate manner. Unauthorized entry and/or use of another company and/or individual's computer system will result in immediate account termination. EDICOM will not tolerate any subscriber attempting to access the accounts of others, or penetrate security measures of other systems, whether or not the intrusion results in corruption or loss of data. 15) Fraud: Involves a knowing misrepresentation or misleading statement, writing or activity made with the intent that the person receiving it will act upon it. 16) Distribution of Viruses: Intentional distributions of software that attempts to and/or causes damage, harassment, or annoyance to persons, data, and/or computer systems are prohibited. Such an offence will result in the immediate termination of the offending account. 17) Inappropriate Use of Software: Use of software or any device that would facilitate a continued connection, i.e. pinging, while using EDICOM services could result in suspension service. 18) Third Party Accountability: EDICOM subscribers will be held responsible and accountable for any activity by third parties, using their account, that violates guidelines created within the Acceptable Use Policy. 19) IRC networks: It is absolutely forbidden to host an IRC server that is part of or connected to another IRC network or server. Servers found to be connecting to or part of these networks will be immediately removed from our network without notice. The server will not be reconnected to the network until such time that you agree to completely remove any and all traces of the irc server, and agree to let us have access to your server to confirm that the content has been completely removed. Any server guilty of a second violation will result in immediate account termination. Users who violate systems or network security may incur criminal or civil liability. EDICOM will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in the investigation of suspected criminal violations. As our Customers are ultimately responsible for the actions of their clients over the EDICOM network, it is advisable that Customers develop a similar, or stricter, policy for their clients.
Security You are responsible for any misuse of your account, even if the inappropriate activity was committed by a friend, family member, guest or employee. Therefore, you must take steps to ensure that others do not gain unauthorized access to your account. In addition, you may not use your account to breach security of another account or attempt to gain unauthorized access to another network or server. Your password provides access to your account. It is your responsibility to keep your password secure. Sharing your password and account access with unauthorized users is prohibited. You should take care to prevent others from using your account since you will be held responsible for such use. Attempting to obtain another user's account password is strictly prohibited, and may result in termination of service. You must adopt adequate security measures to prevent or minimize unauthorized use of your account. You may not attempt to circumvent user authentication or security of any host, network or account. This includes, but is not limited to, accessing data not intended for you, logging into or making use of a server or account you are not expressly authorized to access, or probing the security of other networks. Use or distribution of tools designed for compromising security is prohibited. Examples of these tools include, but are not limited to, password guessing programs, cracking tools or network probing tools.
Network Performance EDICOM accounts operate on shared resources. Excessive use or abuse of these shared network resources by one customer may have a negative impact on all other customers. Misuse of network resources in a manner which impairs network performance is prohibited by this policy and may result in termination of your account. You are prohibited from excessive consumption of resources, including CPU time, memory, disk space and session time. You may not use resource-intensive programs which negatively impact other customers or the performances of EDICOM systems or networks. EDICOM reserves the right to terminate or limit such activities.
General
Any complaints must be
followed up within 14 days, or each support case will be considered as
resolved. Version 3.0 Mar 2007 |
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