IMPORTANT LEGAL
NOTICE
ATTENTION: THE TERMS AND CONDITIONS
IN THIS IMPORTANT LEGAL NOTICE APPLIES TO THE ENTIRE CONTENTS OF THE WEBSITE
UNDER THE DOMAIN www.vanconetdirect.com INCLUDING ANY PAGE OR PART OF SUCH DOMAIN, SUB DOMAIN OR MICROSITES
("WEBSITE") AND TO ANY CORRESPONDENCE BY EMAIL BETWEEN US
AND YOU.
YOU SHOULD READ THESE TERMS AND CONDITIONS
CAREFULLY BEFORE USING THE WEBSITE. YOU SHOULD ALSO READ THE TERMS AND CONDITIONS
ABOUT EACH SERVICE ON THE WEBSITE. BY
USING THE WEBSITE YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS
REGARDLESS OF WHETHER OR NOT YOU CHOOSE TO REGISTER WITH US. IF YOU DO NOT
ACCEPT THESE TERMS AND CONDITIONS IN FULL, YOU MUST LEAVE THE WEBSITE
IMMEDIATELY.
Please
note that these terms and conditions were changed on 3 October 2006 and Vanco
may alter these terms and conditions at any time and accordingly you are
advised to keep up to date by reviewing these terms and conditions, from time
to time because they are binding on you.
Your continued use of the Website will be deemed to indicate your
acceptance of any changes to these terms and conditions.
1.
Definitions
1.1
In
these terms and conditions, "Vanco", "we" and
"us" means Vanco Net Direct Limited.
2.
Access
to the Website and content
2.1
We
will endeavour to allow uninterrupted access to the Website, but access to the
Website may be suspended, restricted or terminated at any time and without
notice and Vanco shall not be liable if for any reason the Website is
unavailable at any time or for any period.
2.2
We reserve the right to change,
modify, substitute or remove without notice any information on the Website from
time to time.
3.
LinkS
TO THIRD PARTY WEBSITES
3.1
We
assume no responsibility for the contents of any third party websites to which
the Website has links. These links are provided solely as a convenience to
you. If you use these links, you will
leave the Website. Vanco does not
endorse or make any representations about them or any information, software or
other products or materials found there, or any results that may be obtained by
using them. If you decide to access any
third party websites linked to the Website, you do so entirely at your own
risk.
4.
LINKING
TO THE WEBSITE
4.1
If
you would like to link to the Website, you may only do so on the basis that you
link to, but do not replicate, the home page of the Website and subject to the
following conditions:
(a)
You
do not remove, distort or otherwise alter the size or appearance of the Vanco
logo;
(b)
You
do not create a frame or any other browser or border environment around the
Website;
(c)
You
do not in any way imply we are endorsing any products or services other than
our own products and services;
(d)
You
do not misrepresent your relationship with us nor present any other false
information about us;
(e)
You
do not otherwise use any Vanco trade marks displayed on the Website without our
express written permission;
(f)
You
do not link from a website that is not owned by you; and
(g)
Your
website does not contain content that is distasteful, offensive or controversial,
infringes any intellectual property rights or other rights of any other person
or otherwise does not comply with all applicable laws and regulations.
4.2
We
expressly reserve the right to revoke the right granted in clause 4.1 for
breach of these terms and conditions and to take any action we deem
appropriate.
4.3
You
shall fully indemnify us for any loss or damage suffered by us or any of our
group companies for breach of clause 4.1.
5.
Intellectual Property
5.1
The
copyright and all other intellectual property rights in all the material
contained in the Website, including without limitation in the website design,
text, images, downloads and graphics, and their selection and arrangement, and
all software compilations, underlying source code and software (including
applets) belongs to Vanco, its subsidiaries or associated companies and
licensors, or the providers of such information and are protected by U.S. and
international copyright laws. All rights
not expressly granted in these terms are reserved. None of this material may be
reproduced, stored in any other website, included in any public or private
electronic retrieval system or service, redistributed or framed (or similar) without
our prior written permission.
5.2
Vanco
and Vanco Net Direct are registered trademarks, trademarks or trade dress of
Vanco Group Limited and its group companies. Other product and company names mentioned on
the Website may be the trademarks or registered trademarks of their respective
owners. Vanco’s
trademarks and trade dress may not be used in connection with products or
services that are not Vanco’s or in any manner that
is likely to cause confusion among customers or in any manner that disparages
or discredits Vanco.
5.4
You
are permitted to print and download extracts from the Website for your own
personal use on the following basis:
(a)
no documents or related graphics on
the Website are modified in any way;
(b)
no graphics on the Website are used
separately from the corresponding text; and
(c)
Vanco's copyright and trademark notices
and this permission notice appear in all copies.
5.5
For
the avoidance of doubt, this clause 5 does not permit any resale or commercial
use of the Website or its contents; any derivative use of the Website or its
contents or the use of robots, data mining or similar data collection and/or
extraction tools. The Website or any
portion thereof may not be reproduced, duplicated, copied,
sold, resold, visited, or otherwise exploited for any commercial purpose
without express prior written consent of Vanco. You may not frame or utilize
framing techniques to enclose any trademark, logo, or other proprietary
information (including images, text, page layout, or form) of Vanco and our
affiliates without express written consent of Vanco. You may not use any meta tags or any other "hidden text" utilizing Vanco's name or trademarks without the express prior written
consent of Vanco. Any unauthorized use terminates the permission granted by
Vanco, your permission to use the Website automatically terminates and you must
immediately destroy any downloaded or printed extracts from the Website.
5.6
Subject
to clause 5.4, no part of the Website may be reproduced or stored in any other
website or included in any public or private electronic retrieval system or
service without the express prior written consent of Vanco.
5.7
Other
than personally identifiable information, which is covered by our Privacy Policy any material which you
transmit or post to the Website shall be considered non confidential and non
proprietary. Vanco shall have no obligations with respect to such
material. Vanco and its designees will
be free to copy, disclose, distribute, incorporate and otherwise use such
material and all data, images, sounds, text and other things embodied therein
for any and all commercial or non commercial purposes.
6.
Exclusions
AND LIMITATIONS OF liability
6.1
The following clauses exclude or limit our legal
liability for the Website. You should read them carefully. They all apply as
far as the law permits.
6.2
The Website and the data contained therein IS
provided "as is" and on an “as available” basis and, SUBJECT TO
CLAUSE 6.8, without warranty, representation, condition or other term of any
kind, either express or implied AS TO THE OPERATION OF THE WEBSITE OR THE
INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE WEBSITE. SUBJECT TO CLAUSE 6.8, We exclude all
representations, warranties, conditions and other terms which but for this
clause 6 might have effect in relation to the Website, including but not
limited to:
(a)
AS TO merchantability, SATISFACTORY
QUALITY, fitness for a particular purpose, use of reasonable care and skill or
similar anywhere in the world.
(b)
as to non-infringement OF ANY THIRD PARTY'S INTELLECTUAL
PROPERTY RIGHTS OF ANY CONTENT PUBLISHED OR MADE AVAILABLE THROUGH THE WEBSITE.
(c)
AS TO THE SERVER(s) and other technology THAT MAKES
THE WEBSITE AVAILABLE BEING FREE OF VIRUSES OR OTHER DISRUPTIVE CODE WHICH MAY
INFECT, HARM OR CAUSE DAMAGE TO YOUR COMPUTER EQUIPMENT OR ANY OTHER PROPERTY
WHEN YOU ACCESS, BROWSE, DOWNLOAD FROM OR OTHERWISE USE THE WEBSITE.
6.3
We do not guarantee that the Website will be fault
free and do not accept liability for any errors or omissions. YOU EXPRESSLY AGREE THAT YOUR USE OF THE
WEBSITE IS AT YOUR SOLE RISK.
6.4
We SHALL use reasonable endeavouRS to correct any
errors or omissions as soon as reasonably practicable after being notified of
them.
6.5
Any advice or recommendation given by Vanco or its
employees or agents to you or your employees or agents which is not confirmed
off-line in writing by Vanco, is followed or acted upon entirely at your own
risk, and accordingly Vanco shall not be liable for any such advice or
recommendation which is not so confirmed.
6.6
SUBJECT TO CLAUSE 6.8, Vanco, any other party
(whether or not involved in creating, producing, maintaining or delivering thE Website), and any of Vanco's group
companies and the officers, directors, employees, shareholders or agents of any
of them exclude all liability and responsibility for any amount or kind of loss
or damage that may result to you or a third party (including without
limitation, any direct, indirect, punitive or consequential loss or damages or
any loss of income, profits, goodwill, data, contracts, use of money, or loss
or damages arising from or connected in any way to business interruption and
whether in tort (including without limitation negligence), contract or
otherwise) in connection with thE Website
in any way or in connection with the use, inability to use, or the results of
use of thE Website, any third party websites
linked to thE Website, or the
material on such websites including but not limited to loss or damage due to
viruses that may infect your computer equipment, software, data or other property
on account of your access to, use of, or browsing thE Website or your downloading of any material from thE Website or any third party websites linked
to thE Website.
6.7
To the extent that it is not possible under
applicable law to exclude liability as described in clause 6.6, then in no
event shall the aggregate liability of Vanco, any other party (whether or not
involved in creating, producing, maintaining or delivering thE Website), any of
Vanco's group companies and the officers, directors, employees, shareholders or
agents of any of them, exceed £10,000 (ten thousand pounds sterling).
6.8
Nothing in this Important Legal Notice shall exclude
or limit Vanco's liability (i) for death or personal injury caused by VANCO'S
negligence; (ii) for fraud; or (iii) for any liability which cannot be excluded
or limited under applicable law.
6.9
If your use of material on thE Website results in the need for servicing,
repair or correction of equipment, software or data, you assume all costs AND
CONSEQUENCES thereof.
7.
User
name and password
7.1
If
your registration is accepted by us, in accordance with the Portal Terms and Conditions you will be
issued with a user name and password which must be used in order to access
certain restricted parts of the Website (the "Members' Area"). Your
user name and password are personal to you and are not transferable.
7.2
Your
user name and password are the methods used by us to identify you and so are
very important. Responsibility for the security of any passwords rests with you
and you are responsible for all access to the Members' Area by anyone using
your user name and password. Any breach of security of a user name and/or
password should be notified to us immediately.
7.3
You
may not adapt or circumvent the systems in place in connection with the
Website, nor access the Website other than through normal operations.
7.4
The
information held on the restricted areas of the Members' Area is CONFIDENTIAL
and PRIVATE PROPERTY. Access to such
information is only authorised for authorised users of the Members' Area
accessing information in accordance with these terms and conditions and the
Portal Terms and Conditions.
Unauthorised access contravenes the Computer Misuse Act 1990, MAY
CONTRAVENE OTHER APPLICABLE LAWS IN OTHER JURISDICTIONS and MAY incur criminal
penalties and damages. YOU ARE ONLY
PERMITTED ACCESS TO THE MEMBERS' AREA IF YOU ARE AN AUTHORISED USER.
8.
Data
displayed on the Website
8.1
Save
for liability which we have expressly accepted or which cannot be limited or
excluded, we accept no liability for data displayed on the Website and the
limitations in clause 6 above (exclusions and limitations of liability) apply.
8.2
All
product information on the Website, including without limitation on the
Members' Area is indicative only. The
information is provided as is and we provide no guarantee, warranty or
representations as to the accuracy or completeness of the product
information. We will verify product
information only in accordance with the contract formation process described in
the Portal Terms and Conditions. You
accept that we may alter any product information displayed on the Website at
any time.
8.3
If
you submit data for display on the Website you are responsible for ensuring
that the data is accurate, complete and up to date and for updating that data
where necessary.
8.4
You
are prohibited from posting or transmitting to or from the Website any
material:
(a)
which is untrue, defamatory, obscene, indecent, pornographic,
liable to incite racial hatred, discriminatory, inflammatory, blasphemous, or
abusive or otherwise objectionable or in breach of any privacy or other applicable
laws;
(b)
for which you have not obtained all necessary licences and/or
approvals;
(c)
which
constitutes or encourages conduct that would be considered a criminal
offence, gives rise to civil liability,
or otherwise is contrary to applicable law, regulations, applicable codes of
practice or guidelines or infringes the rights of any third party, in any
country in the world; or
(d)
which is technically harmful (including, without limitation,
computer viruses, logic bombs, Trojan horses, worms, harmful components,
corrupted data or other malicious software or harmful data).
8.5
You
warrant that you have taken all reasonable precautions to ensure and you
undertake that you will continue to ensure that any data you upload to the
Website is free from viruses and anything else which may have a contaminating
or destructive effect or otherwise adversely impact on the functionality or
performance of any part of the Website or any other technology.
8.6
We
reserve the right (without limiting our rights to seek other remedies) to
remove offending material placed on any of the Website that we consider to
constitute a misuse of the Website or which is otherwise harmful to other users
of the Website.
8.7
You
will indemnify us and our group companies for any claim or loss (including
without limitation, economic loss) suffered by us arising out of your failure
to observe any of the terms of this clause 8.
8.8
You
may not misuse the Website (including, without limitation, by hacking).
8.9
We
shall fully co-operate with any law enforcement authorities or court order
requesting or directing it to disclose the identity or locate anyone posting
any material in breach of the terms in this Important Legal Notice.
9.
Data
protection
9.1
We
take privacy very seriously. We only
process your personal information in accordance with our Privacy Policy. By using the
Website you consent to the processing of your personal information in
accordance with our Privacy Policy
as the same may be updated from time to time.
10.
Termination
10.1
If
you have registered for access to the Members' Area, we may in our absolute
discretion terminate your access to the Members' Area and the services within
it with immediate effect without notice to you.
10.2
We
may deny you access to all or any part of the Website and/or terminate your
rights and the licences granted to you under this Important Legal Notice at any
time without notice to you.
10.3
All
disclaimers, indemnities and exclusions in this Important Legal Notice shall
survive termination of this Important Legal Notice for any reason.
11.
General
11.1
These
terms and conditions constitute the entire agreement and understanding between
you and Vanco with respect to the subject matter of these terms and conditions
and supersede and exclude all previous agreements or understandings, related
discussions or communications between you and Vanco.
11.2
Save as set out in this clause 11.2, you shall have no
remedy in respect of any untrue statement (whether written or oral) made to you
upon which you relied in entering into this Agreement (“Misrepresentation”),
and we shall have no liability other than pursuant to the express terms of
these terms and conditions. Nothing in
these terms and conditions shall exclude or limit either party's liability for
any Misrepresentation made knowing that it was untrue.
11.3
Each
provision of these terms and conditions is severable and distinct from the
others. If any provision of these terms
and conditions is held to be unlawful, invalid or unenforceable under any
enactment or rule of law, it shall to that extent, be deemed severed but
(except to that extent in the case of that provision) the validity and
enforceability of the remaining provisions of these terms and conditions shall continue
in full force and effect and their validity, legality and enforceability shall not
be affected or impaired.
11.4
Subject
to clause 11.5, these terms and conditions are intended to be enforceable by
each Vanco Group Company pursuant to the Contracts (Rights of Third Parties)
Act 1999 as a third party beneficiary on the same basis as they are enforceable
by Vanco. "Group Company"
means any subsidiary, holding company or subsidiary of any such holding company
of Vanco and the terms "subsidiary" and "holding company"
shall have the meanings given to them in Section 736 of the Companies Act 1985
(as amended).
11.5
We
may rescind, vary, amend or terminate these terms and conditions without the
consent of any Vanco Group Company, notwithstanding that a Vanco Group Company
has relied on, or indicated assent to, any term of these terms and conditions.
11.6
Save
as provided in this clause 11.4, no other party shall enjoy the benefit of
these terms and conditions.
11.7
We
may modify these terms and conditions at any time by publishing the modified terms
and conditions on the Website. Any
modifications shall take effect two (2) days after posting on the Website. Your continued use of the Website will be
deemed to indicate your acceptance of any changes to these terms and conditions.
11.8
You
consent to receive communications from us electronically. We will communicate with you by e-mail or by
posting notices on the Website. You
agree that all agreements, notices, disclosures and other communications that
we provide to you electronically satisfy any legal requirement that such communications
be in writing.
11.9
Our
failure to insist on or enforce strict performance of any of these terms and
conditions shall not be construed as a waiver by us of any provision or any
right we have to enforce these terms and conditions, nor shall any course of
conduct between you and us or any other party be deemed to modify any provision
of these terms and conditions.
12.
Governing
law
12.1
These
terms and conditions shall be governed by and construed in accordance with
English law.
13.
Disputes
13.1
The
parties to this Agreement irrevocably agree for the exclusive benefit of Vanco
that the courts of England
shall have jurisdiction over any claim or matter arising under or in connection
with this Agreement and that accordingly any proceedings in respect of any such
claim or matter SHALL be brought in such courts. Nothing in this clause shall limit the right
of Vanco to take proceedings against you in any other court of competent
jurisdiction, nor shall the taking of proceedings in any one or more jurisdiction
preclude the taking of proceedings in any other jurisdictions, whether
concurrently or not, to the extent permitted by the law of such other
jurisdiction.
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