Prices: British Pounds
(1) Terms and Conditions
1.1 These terms and conditions herewith and the Schedules shall apply to the supply of Services by PowerJackRepair to the exclusion of all other terms and conditions which the Client may purport to apply.
1.2 Any variation of the terms and conditions shall be inapplicable unless agreed in writing by PowerJackRepair and the Client.
In this contract the following terms shall have the following meanings:-
2.1 Commencement date means the date of the start of first use of the software.
2.2 Confidential Information means any and all information (whether oral, written or in some other tangible or permanent form) disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") or that is otherwise obtained by the Receiving Party under or in connection with this Contract and that is marked as confidential, by its nature is confidential or relates to the business or affairs of the Disclosing Party:
2.3 Contract means this contract for the supply of goods and services by PowerJackRepair;
2.4 Hosting Services means the hosting services provided by PowerJackRepair in respect of the Software;
2.5 Solution means the web-enabled e-commerce Software provided by PowerJackRepair in respect of the Services;
2.6 Legislation means any statute, law, statutory instrument, regulation or other similar instrument having the force of law and any industry codes of conduct, guidance and rules;
2.7 Price means the price in respect of the Services;
2.8 Services means the services in respect of the provision of the Software;
2.9 Software means any software provided by PowerJackRepair;
2.10 Support Service means any support provided by PowerJackRepair in respect of the Software;
2.11 Website means the website provided by PowerJackRepair in respect of the Software;
2.12 Headings are included for convenience only and shall not affect the construction or interpretation of this Contract. Any reference in this Contract to the singular shall include the plural and vice versa and any reference to one gender shall include all genders including the neuter gender;
2.13 Any reference in this Contract to any Legislation shall be deemed to include any lawful amendment, re-enactment, extension, replacement, modification, consolidation and/or repeal thereof.
(3) Company's and Client's responsibilities
3.1 PowerJackRepair shall grant to the Client a non-exclusive non-transferable license to use the software. The Client may not copy the software or use it on systems other than those controlled by PowerJackRepair. PowerJackRepair will from time to time issue software revisions altering the capability and functions of the software without notice to the Client. If for any reason the Client's ability to conduct their business is impaired the sole remedy is to not renew the Contract.
3.2 It is the Client's obligation to use reasonable endeavors to ensure that they do not upload a virus to the Website provided by PowerJackRepair. PowerJackRepair shall make reasonable endeavors to ensure that this does not happen and shall allow only authorized staff to upload files.
3.3 It is the Client's obligation to ensure that any material provided by the Client being uploaded to the Website either by PowerJackRepair at the request of the Client or directly by the Client is not in breach of copyright.
3.4 Any service, concept, idea, design, programming, and/or "look and feel" owned by or licensed to PowerJackRepair prior to the Commencement Date or independently from this Contract and any developments thereto ("Company's Existing Intellectual Property") shall remain the property of PowerJackRepair and its licensors. PowerJackRepair hereby grants to the Client a non-exclusive non-transferable licence to use PowerJackRepair's Existing Intellectual Property for the purposes of this Contract. Any further use of any of PowerJackRepair's Existing Intellectual Property will be subject to negotiation, and any agreement will be made in writing between PowerJackRepair and the Client.
3.5 Any service, concept, idea, design, programming, and/or "look and feel", specific content and wording of the Solution and any other intellectual property rights owned by or licensed to the Client prior to the Commencement Date or independently from this Contract and any developments thereto ("Client's Existing Intellectual Property") shall remain the property of the Client and its licensors.
3.6 Save to the extent comprising or based upon the Client's Existing Intellectual Property, all software and/or programming created on behalf of the Client ("New Intellectual Property") shall be the intellectual property of PowerJackRepair unless agreed otherwise in writing prior to any contractual work being carried out. PowerJackRepair hereby grants to the Client a non-exclusive non-transferable license to use the New Intellectual Property for the purposes of this Contract. Any further use of any of the New Intellectual Property will be subject to negotiation, and any agreement will be made in writing between PowerJackRepair and the Client.
3.7 Both parties agree not to upload any material to the Website, which is contrary to public decency and morality ("Indecent Material"). Both parties reserve the right to randomly inspect the Website and in the event that any Indecent Material has been uploaded to that Website, the parties reserve the right to inform the relevant authorities. Indecent Material expressly includes pornographic, barbaric and overtly tasteless material.
3.8 Both parties agree that it shall not cause or permit or in any way assist in any dissemination of any defamatory material or any material which is in breach of the criminal laws of England ("Prohibited Materials").
3.9 Both parties agree to keep secure the login name and password specified by PowerJackRepair for access to the Website. PowerJackRepair accepts no responsibility for use of the Client's login name and password by any unauthorized person.
3.10 Both parties agree not to use the Website in a manner which materially reduces performance of PowerJackRepair server to the detriment of other users.
3.11 Both parties agree not to use PowerJackRepair's servers to send unsolicited or Spam email to other Internet users.
3.12 Neither party to do any act or omission, the result of which brings the other party into disrepute.
3.13 The Client agrees that it will not engage in any activities that would lead to a violation of any laws or regulations including but not limited to the sale of illegal goods or the violation of export controls and/or obscenity laws. The Client further agrees not to infringe the rights of any third party nor to engage with any other organization for the purpose of the transmission of "junk mail", "spam" or the unsolicited mass distribution of email, or with any other unethical marketing practices. PowerJackRepair will take immediate and appropriate action against any Client found to be connected with the transmission of "spam" and/or "junk mail" using PowerJackRepair's software and systems by switching off the service and issuing legal proceedings.
3.13 The Client agrees that they will be responsible for all goods and services offered on the website and accurately will describe same.
3.14 The Client is responsible for any payment method and delivery of any goods and services as specified.
3.15 The Client is responsible for holding all the necessary permissions / licenses for any advertising in relation to the sale or goods offered.
3.16 The Client agrees to display their contact information which is to include Company name, address and telephone number and keep such information updated. PowerJackRepair will not be responsible for any incorrect billing information supplied by PowerJackRepair.
4.1 Under no circumstances whatsoever will PowerJackRepair be liable for economic, indirect or consequential loss arising from delays, service interruptions or any problem experienced by the Client in the operation of its website.
4.2 PowerJackRepair will use all reasonable endeavors and act in accordance with best industry practice to prevent any loss occasioned by computer viruses. PowerJackRepair will not be responsible for loss occasioned by computer viruses.
4.3 PowerJackRepair reserves the right to remove Indecent Material and Prohibited Material from the Website without prior notice.
4.4 Whilst PowerJackRepair shall expeditiously seek domain registration if required by the Client PowerJackRepair shall not be liable in the event of the domain having been registered by some other person by the time PowerJackRepair seeks registration in which event a full refund will be paid to the Client without any other liability on the part of PowerJackRepair for loss by the Client.
(5) Payment and Price
5.1 PowerJackRepair may allow the client a no obligation free trial of the software dependent upon special offers as specified on the sales website after which, to continue use of the software the Client within the expiration of the free trial period complete the On Line Subscription Form (including Credit Card details and authorization) and pay by same the monthly subscription. Data payment hereafter referred to as the Billing Date. The customer will then be issued with an E-Billing invoice which is downloadable and printable for each payment.
5.2 Payments are one calendar month in advance to be made on the same calendar day as the billing date on the due date of each month.
5.3 Non payment of the subscription for any reason will result in the automatic suspension of the site for fourteen days or until full payment is received. After fourteen days the site will be deleted in its entirety.
5.4 The price is inclusive of all taxes duties charges and levies but exclusive of V.A.T. The Client shall pay such value added tax relevant to the appropriate country at the time of payment of the subscription. The monthly E-Billing invoice will show the appropriate tax.
5.5 The price will be noted on PowerJackRepair website and Subscription Form. PowerJackRepair reserves the right to vary the price from time to time.
5.6 All transactions will be charged in pounds sterling.
(6) Technical Support
6.1 The Client can request assistance for any technical issue that may arise in the use of the software. Such requests may be made via email (email address).
6.2 PowerJackRepair will make available from time to time improved, modified and updated versions of the software ("New Release").
6.3 The Client is responsible for all equipment and systems needed for its access to and use of the software.
(7) Hosting Service
7.1 PowerJackRepair will provide Hosting Services to the Client in respect of the Software comprising a hosting environment based on PowerJackRepair's High Availability matrix server system.
7.2 PowerJackRepair will be responsible for providing all software that is included in the Hosting Service.
7.3 PowerJackRepair will use best endeavors to ensure that the Client's data is protected against any unauthorized access. Any such breach will be notified to the Client and remedial action taken forthwith to ensure any such event should not recur.
7.4 In the case of a mandatory change order being required to ensure system integrity and reliability ever endeavor will be made by PowerJackRepair to minimize any disruption to the Client.
7.5 The Hosting Service caters for restoration of server and peripheral failures automatically and only in an extreme case would any software reload be required. Should this occur, PowerJackRepair will undertake this operation as part of the Hosting Service provided.
7.6 PowerJackRepair will carry out regular back ups of the Client's data and test periodically the integrity of the back up media and data to ensure the correct operation of the back up system.
(8) Changes to Agreement
8.1 This Agreement constitutes the entire Agreement between the parties.
8.2 This Agreement will be periodically updated and will supersede any previous Agreement.
8.3 This Agreement is to be treated as made in England according to English law and subject to the jurisdiction of the English Courts.
8.4 If any provision of this Agreement is to be held invalid or unenforceable it shall be severable and shall not affect any of the remaining provisions of the Agreement.