Terms and Conditions

1. Definitions
2. Basis of Agreement
3. Quotations and Orders
4. Proofs
5. Price
6. Terms of Payment
7. Intellectual Property Rights
8. Delivery, Completion and Performance
9. Risk and Property
10. Use of Materials
11. Warranties and Liability
12. Force Majeure
13. Breach and Insolvency
14. Lien
15. General
16. License
17. Indemnities
18. Returns

1. Definitions

1.1 In these Conditions:

'Licensee' means the person for whom the Licensor has agreed to issue a license and provide the Services to in accordance with these Conditions.

'Licensee's Input Material' means all information, data, drawings, designs, templates and layouts provided by the Licensee to the Licensor for the purpose of the Licensor performing its obligations under a Transaction.

'Licensor ' means Mistore Limited, a company registered in England (registration no:5909219) whose registered office is at Victoria House, Vale Road, Portslade, Brighton, East Sussex, BN41 1GG.

'Licensor 's Input Material' means all information, data, drawings, designs, templates and layouts created by the Licensor or provided by the Licensor to the Licensee in the course of the Licensor performing its obligations under a Transaction (excluding the Licensee’s Input Material or any material derived from the Licensee’s Material).

'Input Material' means the Licensor’s Input Material or the Licensee's Input Material (as applicable).

'Periodic charges' means weekly, monthly, annual or other specified period due and payable at the beginning of the respective billing period.

'Proofs' means a trial image or visual representation that is made to be checked and corrected or approved as a basis for the style or finished look of a product and or service.

'Services' means the Designing, creating, coding, hosting, web sites, web pages, email, domain address, software and other services operated by Mistore and its affiliates and of various products and services which are provided by Mistore, its affiliates or third party service providers and all elements used to source or manufacture the product to be provided to the Licensee by the Licensor pursuant to the Transaction.

'Set charges' means charges paid in advance of goods or services.

'Transaction Terms and Conditions' means the terms and conditions for the negotiation and conclusion of Transactions.

'Writing' includes facsimile transmissions and e-mails.

1.2 In these Conditions all words and expressions shall have the meanings given to them in the Transaction Terms and Conditions unless the context require otherwise.

1.3 In these Conditions words importing one gender include each other gender; references to persons include bodies corporate, firms and unincorporated associations; and the singular includes the plural and vice versa.

1.4 The headings in these Conditions are included for convenience only and shall not affect their interpretation.

2. Basis of Agreement

2.1 The Licensor shall provide Services to the Licensee subject to these Conditions, which shall govern the Transaction unless agreed otherwise in Writing in the course of the Transaction Process.

2.2 These Conditions incorporate the Transaction Terms and Conditions. In the event of any conflict between these Conditions and the Transaction Terms and Conditions, the Transaction Terms and Conditions shall prevail.

2.3 No variation to these Conditions shall be binding unless agreed in Writing between the Licensee and an authorised representative of the Licensor.

2.4 The Licensor’s employees or agents are not authorised to make any representations concerning the Services unless confirmed by an authorised representative/officer of the Licensor in Writing. In entering into the Transaction the Licensee acknowledges that it does not rely on any such representations which are not so confirmed. For the avoidance of doubt any communications made by any such persons on behalf of the Licensor shall be deemed to have been authorised by the Licensor in Writing.

2.5 The Licensor may at any time correct without liability any typographical, clerical or other error or omission in any sales literature, quotation (including an Automated Quotation), price list, acceptance of offer, invoice or other document or information issued by it.

2.6 The Licensor reserves the right to change any of the Terms of Service and any Additional Terms at anytime without notice. If Mistore Ltd makes a material change to the Terms of Service, Mistore Ltd will give the Licensee notice by email at the email address which the Licensee has registered with the Licensor, thirty days before such change is scheduled to take effect. If the Licensee continues to use the services after any such changes, the Licensees continued use will constitute the Licensees consent to such changes.

2.7 The Licensor reserves the right in its sole discretion to edit, refuse to post or remove any information or materials which violate these Terms of Service or the Additional Terms in whole or in part, without notice at any time. The Licensee may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, services or benefits obtained from the services, except as expressly provided herein.

2.8 The Licensee may not use a name in connection with operating the Licensees services that is confusing or misleading, or otherwise impersonate or deceive anyone with respect to the Licensees identity. The Licensee may not restrict or inhibit any other user from using and enjoying such user's rights in services. The Licensee may not interfere with or disrupt the services or servers or any network connected to services. The Licensee may not use the services or the products or services provided through or in connection with the services to:

2.8.1 rent, lease, license, grant a security interest in, or otherwise transfer or sublicense the Licensees rights hereunder to any third party;

2.8.2 defame, libel, slander, impersonate, abuse, harass, threaten, invade the privacy of or otherwise violate or infringe the legal rights (including the rights of privacy and publicity) of any other person;

2.8.3 conduct, promote or forward illegal contests, pyramid schemes, chain letters, unsolicited or unauthorized advertising, promotional materials, unsolicited e-mail ( including "spamming") or multi-level or illegal marketing campaigns;

2.8.4 harm minors in any way;

2.8.5 publish post, distribute, disseminate, advertise or link to any:

2.8.5.1 content, site, topic, name, material or information which is illegal, inappropriate, profane, defamatory, libelous, slanderous, infringing, obscene, indecent, or which contains nudity or adult content;

2.8.5.2 software, content or other material protected by intellectual property laws, copyright licenses, rights of privacy or publicity, or other proprietary rights, unless the Licensee own, or control such rights or have received all necessary consents for the Licensees publication, distribution, or linking of such software and other materials;

2.8.5.3 software, content or other material that contains viruses, worms, corrupted files, cracks or that may or are intended to damage the operation of or render inoperable another's computer, hardware, software, security measures or system or other programs written to defeat the security measures of any computer, system or programs;

2.8.5.4 software, content, other material or Web site that constitutes "hate speech", whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, sexual orientation or language of such individual or group;

2.8.6 sell, offer to sell, distribute, promote, facilitate, disseminate or link to any sites or marketing, sales, promotion, facilitation or distribution of: firearms; explosives; ammunition; liquor; tobacco products; illegal gambling (including gambling in connection with sporting events); food that is not packaged or does not comply with all applicable laws for sale to consumers by commercial merchants; illicit drugs, pharmaceuticals and controlled substances; counterfeit, pirated or stolen goods; any goods or services that infringe or otherwise violate a third party's rights including copyright, patent, trademark, or rights of publicity or privacy; goods that are considered indecent, obscene or pornographic; Nazi memorabilia; registered or unregistered securities; goods or services that the Licensee cannot legally sell; goods which are misrepresented or which do not in fact exist; fraudulent goods; goods, services or activities that if sold via any of the services or the Licensees web site would cause the Licensor to violate any law, statute or regulation; or any other illegal activity;

2.8.7 harvest or otherwise collect information about third parties, including e-mail addresses, without the express consent of such third parties;

2.8.8 violate any applicable government laws or regulations. the Licensee may not reproduce or redistribute any Software, as that term is defined in the Section entitled "Software Available on the services." the Licensee may not copy or reproduce the Software to any other server or location for further reproduction or redistribution. the Licensee may not decompile, disassemble, reverse engineer or otherwise attempt to discover any trade secret contained in the services, or in any product, service or Software provided through the services.

2.8.8 The information provided by the Licensor to the Licensee may be proprietary in nature. the Licensee agrees not to share any information provided to the Licensee by or on behalf of the Licensor with any third party.

3. Quotations and Orders

3.1 Any offer provided by either party to the other is valid for the Acceptance Period specified in the Offer where no acceptance period is offered it will be 28 days.

3.2 The Licensee is responsible to the Licensor for ensuring the accuracy of the terms of any order or the Licensee's Input Materials submitted to the Licensor, including (without limitation) any applicable specification submitted to the Licensor, and for giving the Licensor any necessary information relating to the Services within a sufficient time to enable the Licensor to perform the Transaction in accordance with its terms.

3.3 No offer which has been subject to Acceptance may be cancelled by the party which provided the Acceptance except with the agreement in Writing of the party which made the Offer.

3.4 Some products and services available through or in connection with services require that the Licensee purchase an account or otherwise pay a fee. the Licensee are solely responsible for all charges, fees, duties, taxes, and assessments arising out of any use of the Licensees services account by the Licensee or anyone else using the Licensees account. the Licensor reserves the right to modify the fees charged for services products and services from time to time, provided that such new fees shall not take effect earlier than thirty (30) days after the Licensor notifies the Licensee via email or otherwise of such modified fees.

3.5 The Licensee represents and warrant that the Licensee are an individual (or in the case of an entity, an agent of the entity) authorised to use the designated Payment Method. the Licensee agrees to pay for all charges (including charges by other persons) and to comply with the Licensees responsibilities and obligations as stated in these Terms of Service. If the Licensee are an agent of an entity user, the Licensee represent and warrant that the Licensee are duly authorised to legally bind the entity to all terms and conditions of these Terms of Service and that the Licensee have made the entity aware of them. the Licensee agrees not to assign, transfer or sublicense any rights in the Licensees Billing Account.

4. Proofs

4.1 The Licensor may at its discretion submit proofs of work to the Licensee for approval and it shall not be liable for any errors not corrected by the Licensee in respect of any such proofs.

4.2 Without prejudice to Condition 5.2, the Licensor shall be entitled to increase the price of the Services to reflect any change in the Licensee’s instructions following the submission of proofs, including (without limitation) the cost of further design.

5. Price

5.1 The price of the Services shall be the price agreed between the parties in the course of the Transaction Process.

5.2 The Licensor reserves the right, by giving notice to the Licensee, at any time before completing the transaction in accordance with Condition 8, to increase the price of the Services to reflect any increase in the cost to the Licensor of supplying them which is due to any changes in the quantities or specifications for the Services requested by the Licensee or any delay caused by the Licensee or failure of the Licensee to give adequate information or instructions or unclear or illegible copy.

5.3 The price of the Goods and Services is exclusive of value added tax or any other applicable sales tax, which shall be payable by the Licensee in addition.

6. Terms of Payment

6.1 The Licensee shall pay the price of the services at anytime on or before the Licensor releases the services to the Licensee in accordance with conditions.

6.2 With prior authority from the Licensor, the Licensor may invoice the Licensee for the price of the Goods and the Services at any time on or after the goods have been sent to production and or have commenced work, in accordance with Conditions.

6.2.1 The Licensee shall pay the price of the Goods and Services within 7 days of the date of the Licensor ’s invoice without any set off or other deductions whatsoever by cheque or cleared funds.

6.3 If the Licensee fails to make any payment within 7 days of the due date then, without prejudice to any other right or remedy available to it, the Licensor may:

6.3.1 cancel the Transaction and suspend any further deliveries and or services to the Licensee;

6.3.2 appropriate any payment made by the Licensee to such invoices as the Licensor may think fit (notwithstanding any purported appropriation by the Licensee); and/or

6.3.3 charge the Licensee interest (both before and after judgment) on the amount outstanding on a daily basis at the rate of [4] % per annum above the base rate of the Bank of England from time to time until all outstanding amounts are paid in full.

6.3.4 The Company will only accept GBP (Sterling).

6.4 If the Licensor does not receive payment for any charge to the Licensees Billing Account, the Licensee will be in default and the Licensor may suspend or cancel the Licensees Billing Account and the Licensees access to any or all the Licensors Products.

6.4.1 If the Licensees Payment Method Provider seeks return of payments previously made to Licensor, but the Licensor in good faith believes that the Licensee are liable for the charge and applicable law allows the Payment Method Provider to seek payment from the Licensee, the Licensee will also be in default and the Licensor may cancel the Licensees Billing Account and the Licensees access to any or all Products.

6.4.2 Cancellation or suspension for default of payment maybe made without prior notice to the Licensee and upon such cancellation or suspension, the Licensor may stop delivery of any service, and any information the Licensee may have stored on the Licensor s service may not be retrieved on a later date.

7. Intellectual Property Rights

7.1 Unless agreed otherwise in the course of a Transaction Process, all Intellectual Property Rights in the Licensor’s Input Material, the Goods and the product of the Services (excluding the Licensee's Input Material) shall be the property of the Licensor, subject to a non-exclusive royalty-free license for the Licensee to use the Goods and the product of the Services for the purpose for which the Goods and/or the Services were purchased, as notified by the Licensee to the Licensor.

7.2 Each party (the 'Indemnifying Party') will indemnify the other party (the 'Indemnified Party') against any damages, costs and other liabilities that may be awarded against or payable by the Indemnified Party to any third party in respect of any claim or action that the Indemnified Party's use of the Indemnifying Party's Input Material in accordance with these Conditions infringes the Intellectual Property Rights of any third party provided that the Indemnified Party:

7.2.1 gives notice to the Indemnifying Party of any such suspected Intellectual Property Rights infringement forthwith upon becoming aware of the same;

7.2.2 gives the Indemnifying Party the sole conduct of the defence to any claim or action in respect of an Intellectual Property Rights infringement and does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the said claim or action except upon the express instructions of the Indemnifying Party; and

7.2.3 acts in accordance with the reasonable instructions of the Indemnifying Party and gives to the Indemnifying Party such assistance as it shall reasonably require in respect of the conduct of the said defence including without prejudice to the generality of the foregoing the filing of all pleadings and other court process and the provision of all relevant documents.

8. Delivery, Completion and Performance

8.1 Any dates quoted by the Licensor for delivery and or completion of the Goods and/or Services are approximate only and the Licensor shall not be liable for any delay of up to 10 Working Days in delivery of the Goods and/or Services howsoever caused. Time for delivery of the Goods and/or Services shall not be of the essence.

8.2 The Licensor shall have no liability to the Licensee if any information provided to the Licensee (whether via the Licensor’s Websites, email or otherwise) as to the progress of the provision of the Services is incorrect or if any delay is caused by the Licensee's action or inaction.

8.3 Subject to the Licensor giving the Licensee prior reasonable notice the Licensor may deliver the Goods and/or Services to the Licensee in advance of the quoted delivery/completion date.

8.4 Where the Licensor undertakes work in installments each delivery/completion shall constitute a separate contract and failure by the Licensor to deliver/complete any one or more installments in accordance with the Transaction shall not entitle the Licensee to treat the Transaction as a whole as repudiated.

8.5 The Licensor may at its discretion refuse to design or create any matter or to supply any part of the Goods and/or Services which it believes is or is likely to be contrary to any Laws or of a libellous nature or which may infringe the proprietary or intellectual property rights of any third party including;

8.5.1 information which is illegal, inappropriate, profane, defamatory, libelous, slanderous, infringing, obscene, indecent, or which contains nudity or adult content;

8.5.2 material protected by intellectual property laws, copyright licenses, rights of privacy or publicity, or other proprietary rights, unless the Licensee own, or control such rights or have received all necessary consents for the Licensees publication, distribution, or linking of such software and other materials;

8.5.3 software, content or other material that contains viruses, worms, corrupted files, cracks or that may or are intended to damage the operation of or render inoperable another's computer, hardware, software, security measures or system or other programs written to defeat the security measures of any computer, system or programs;

8.5.4 software, content, other material or Web site that constitutes "hate speech", whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, sexual orientation or language of such individual or group;

9. Risk and Property

9.1 For Risk of damage to, or loss of, the Goods shall pass to the Licensee upon delivery/completion of the Goods are received by the Licensee.

9.2 The Service and or services shall remain the property of the Licensor and shall be deemed to be the sole and exclusive property of the Licensor. If the Service and or services are combined with goods the property of any person other than the Licensee or are incorporated therein, the product thereof shall become or shall be deemed to be owned by the Licensor in common with that other person.

9.3 In the event of the Licensee becoming insolvent or having a receiver appointed of the whole or any part of its property or compounding with its creditors or going into liquidation or in the event of payment for any Service and or services being overdue then the supply of all services may be suspended.

10. Use of Materials

10.1 The Licensee shall at its own expense retain duplicate copies of all materials supplied by it to the Licensor in any form whatsoever, including (without limitation) any electronic format, and insure them against accidental loss or damage. the Licensor shall have no liability for loss or damage of such materials, howsoever caused.

10.2 If the Licensee submits any materials to the Licensor by means of an electronic file which is not suitable for outputting on equipment normally adequate for such purposes without adjustment or other corrective action the Licensor may charge the Licensee for any additional costs incurred as a result.

11. Warranties and Liability

 

11.1 The Licensor shall use its reasonable endeavors to deliver the Goods and the Services in accordance with any specification agreed with the Licensee but the Licensor does not warrant that the Goods and/or Services will be fit for any particular purpose or of satisfactory quality and all implied warranties and conditions relating to the Goods and/or the Services are hereby excluded to the fullest extent permissible by law.

11.2 The Licensor shall be under no liability in respect of any defect in the Goods and/or Services arising from any drawing, design or specification supplied by the Licensee.

11.3 The Licensor shall not be liable for indirect loss of profits, loss of data, goodwill or any other type of special, indirect or consequential loss or third party claims occasioned by delay in delivering the Goods and/or Services or for any loss to the Licensee arising from delay whether as a result of the Licensor’s negligence or otherwise.

11.4 Where the Goods and/or Services are defective for any reason, including negligence, the Licensor’s liability (if any) shall be limited to rectifying such defects at its own expense. Where the Licensor rectifies defective work the Licensee shall not be entitled to any further remedy or claim in respect of the work done.

11.5 Advice of damage, delay or partial loss of Goods in transit or of non-delivery must be given in Writing to the Licensor within three days of delivery or performance (or, in the case of delivery, within three days of the date that the Goods were due to be delivered and, in the case of partial non-delivery, within 14 days of the date that the Goods are delivered). Any such claim must be made in writing to the Licensor within seven clear days of delivery or performance (or in the case of non-delivery within 14 days of dispatch).All other claims must be made in writing to the Licensor within 14 days of delivery or performance. the Licensor shall not be liable in respect of any claim unless these requirements have been complied with except in any particular case where the Licensee proves that (i) it was not possible to comply with the requirements and (ii) advice (where required) was given and the claim made as soon as reasonably possible.

11.6 Nothing in these Conditions shall exclude or limit the Licensor’s liability for death or personal injury as a result of its negligence or its liability resulting from its fraud.

11.8 Subject to the provisions of Condition 11.6, the Licensor shall not be liable to the Licensee by reason of any breach of its contractual obligations arising under any Transaction or any misrepresentation, misstatement or tortious act or omission including negligence arising under or in connection with a Transaction for any sum exceeding 125% of the price payable by the Licensee to the Licensor under the Transaction in respect of any single incident or series of connected incidents.

12. Force Majeure

The Licensor shall not be liable for any failure or delay to carry out the Transaction for any reason beyond its reasonable control, including (without limitation), act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the Transaction.

13. Breach and Insolvency

13.1 either party makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction);

13.2 an encumbrancer takes possession, or a receiver, is appointed of any of the property or assets of either party;

13.3 either party ceases, or threatens to cease, to carry on business; or

13.4 either party reasonably apprehends that any of the events mentioned above is about to occur in relation to the other party and notifies the other party accordingly;

13.5 either party commits a material breach of its obligations under these Conditions or this Transaction which (in the case of a breach capable of remedy) is not remedied within 20 Working Days of receipt of a written notice to remedy the same. then without prejudice to its other rights and remedies under these Conditions and/or at law the party not affected by the circumstances described in this Condition 13 shall be entitled to cancel the Transaction and/or suspend any further services under the Transaction without any liability to the other party, and if the Goods and/or the Services have been delivered/completed but not paid for, the price of them shall become immediately due and payable.

14. Lien

The Licensor shall be entitled to a general lien over all goods and property of the Licensee in its possession and shall be entitled on the expiration of 14 days notice to dispose of such goods or property in such manner and at such price as it thinks fit and to apply the resulting sums against any sums owed to it.

15. General

15.1 The Transaction is personal to the Licensor and the Licensee who may not assign, transfer, declare on trust or otherwise dispose of any of its rights under the Transaction to any other person without the prior consent in Writing of the other party.

15.2 Nothing in these Conditions is expressly or impliedly intended to confer on any third party any right to enforce any of its provisions pursuant to the Contracts (Rights of Third Parties) Act 1999.

15.3 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing and addressed to the Licensor at its registered office and to the Licensee at the address given on its order or to such other address as may at the relevant time have been notified to the party giving notice pursuant to this provision.

15.4 No waiver by either party of any breach of these Conditions by the other party shall be considered as a waiver of any subsequent breach of the same or any other provision.

15.5 Any provisions of these Conditions which are held invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions of these Conditions.

15.6 The Transaction and these Conditions are subject to the laws of England and Wales and both parties agree to submit to the exclusive jurisdiction of the English Courts.

15.7 These Conditions (together with the terms set out in the Particulars and the Transaction Terms and Conditions) contain the entire agreement between the parties with respect to the subject matter of the Transaction, supersede all previous agreements and understandings between the parties with respect to such subject matter, and may not be modified except as agreed in writing between the Licensor and the Licensee.

15.8 All services supplied by the Licensor remain the property of Mistore Limited, by using the services, the Licensee agrees that they will defend and indemnify Mistore Limited and its suppliers from any third party claim related to a breach of any of the foregoing warranties.

15.9 The Licensor has provided the services to assist the Licensee with the operation of the Licensees business. The Licensees right to use the services is limited to the Licensee, the Licensee's company and its employees. The Licensee is solely responsible for any content and the Licensees general use of the services.

15.10 The Licensor may change any of the services at any time and from time to time without notice, including terminating the offering of any service altogether. the Licensor may terminate the Licensees account, the Licensees access to services or any of the Licensees services (in whole or in part) at any time, with or without cause, and with or without notice. the Licensee may be barred from accessing any of the Licensees services or from using the services or from receiving any products, services or benefits from services, if the Licensor determines the Licensee has violated these Terms of Service or any Additional Terms, if the Licensee has failed to remit any applicable account fees when due, if any representation or warranty made by the Licensee is untrue in any respect or if the Licensor receives a court order or other legal action relating to the Licensees account.

15.10.1 If the Licensee violates any of these Terms of Service, or any applicable Additional Terms the Licensee will forfeit all in-kind credits and any other amounts accruing to the Licensee (if any) in connection with the services Network and there will be no refund of any fees prepaid by the Licensee.

15.10.2 If the Licensee subscribe to a services which is made up of two or more individual services and the Licensee violate the Terms of Service applicable to one of such individual services,

15.10.2.1 the Licensees use of the particular individual service will be terminated, but the remaining services will remain active and

15.10.2.2 there will be no refund (in whole or in part) of the Licensees annual fee for the services service terminated. the Licensee will be responsible for all fees incurred during the Licensees account and payment of such fees shall be due immediately upon termination of the Licensees account.

15.11 Links within the services may let the Licensee leave the services. the Licensee acknowledge that the linked sites are not under the control of the Licensor and that the Licensor is not responsible for the contents or operation of such linked sites or any link contained in such linked site, any changes or updates to such sites, or Web casting or any other form of transmission received from any linked site. the Licensor is providing these links to the Licensee only as a convenience, and the inclusion of any link does not imply endorsement by the Licensor of the linked site or any association with their operators.

15.12 by using any service or services supplied by the Licensor, the Licensee agrees to the conditions of this agreement.  The Licensees sole and exclusive remedy by not agreeing to these terms is to discontinue using the services and any related services.

15.13 The Licensor provides the services listed herein for the service of legitimate business the Licensees, and will not tolerate or allow the following activities:

15.13.1 Delivery of or storage of pornography or pornographic materials in any media format,

15.13.2 Delivery of or storage of any non-corporate use or pirated software or other media,

15.13.3 Delivery of or storage of any copyrighted or licensed materials which the Licensee cannot readily produce "right to distribute" documentation,

15.13.4 Delivery of or servicing of any business activities related to Unsolicited Commercial E-mail (UCE), otherwise known as Spam;

15.13.5 Performance of or tolerance of (through failure to correct or direct facilitation) unlawful or unruly internet activity ("Hacking"), including denial of service, port scanning (without prior permission of the Licensor), or other attacks
Facilitation, Delivery, or participation in any illegal online activity, or;

15.13.6 Delivery of or storage of non-traditional business web content such as hate sites or other blatantly controversial materials.

15.14 The Licensor can and will respond to perceived and/or real threats to the Licensor Hosting facilities and the Licensees as well as investigate any violations of this Acceptable Use Policy. As a user of the Licensor services, the Licensee and the Licensees organization agree to willing and forthrightly cooperate with any investigation; responding promptly to the consignors’ inquiries and recommendations.

15.14.1 The Licensor maintains the right to permanently disable the facilities of any Licensee violating the above terms on a repeat basis, any Licensee who refuses to take corrective action after repeat warnings from the Licensor, or who refuses to implement non-personnel related recommendations.

16. License

16.1 The Licensor does not claim ownership of the materials the Licensee provided to the Licensor (including feedback and suggestions) or that the Licensee post, upload, input or submit in connection with the Licensees use of services or any Web site ("The Licensees Web Site") created by the Licensee or on the Licensees behalf in connection with the use of services (collectively "Submissions"). However, the Licensees grant the Licensor a royalty-free license to use (including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, sublicense and reformat the Licensees Submission, and to publish the Licensees name in connection with the Licensees Submission) the Licensees Submission only in connection with the operation and promotion of services. the Licensee also grants the Licensor the right to publish the Licensees name in connection with any such use.

16.1.1 No compensation will be paid or due the Licensee with respect to the Licensor’s or its sublicense’s use of the materials as licensed above. the Licensor is under no obligation to post or use any materials the Licensee may provide, and may remove such materials at any time at the Licensor’s sole discretion. By posting messages, uploading files (including graphics), inputting data, submitting any feedback or suggestions, or engaging in any other form of communication with or through the services, the Licensee represent and warrant that the Licensee own or otherwise control the rights necessary to do so and to grant the Licensor the license set forth above, and the Licensee will defend and indemnify the Licensor and its suppliers from any third party claim related to a breach of any of the foregoing representations or warranties.

16.2 Software (if any) that is made available to download from or otherwise used through the services, excluding software that may be made available by third parties via services.  The Licensees use of the Software is governed by these Terms of Service, and the applicable Additional Terms, and the terms of the end user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). To the extent that the License Agreement conflicts with the Terms of Service or Additional Terms, the terms of the License Agreement shall govern the Licensees use of the Software. the Licensee may not install or use any Software that is accompanied by or includes a License Agreement unless the Licensee first agrees to the License Agreement. For any Software not accompanied by a license agreement, the Licensor Corporation hereby grants to the Licensee, the user, a personal, non- exclusive, non-transferable license to use the Software for viewing and otherwise using the particular services Web Site or services in accordance with the License Agreement, the Terms of Service and Additional Terms and for no other purpose. In addition, the Licensee shall keep intact all and may not alter any copyright and other proprietary notices contained in such Software.

16.2.1 All Software is owned by the Licensor and/or its suppliers, and is protected to the maximum extent permitted by copyright laws and international treaty provisions. Any reproduction or redistribution of the Software is expressly prohibited, and may result in severe civil and criminal penalties. Persons violating the foregoing, or who otherwise misappropriate any intellectual property or proprietary rights related to the Software may be prosecuted to the maximum extent possible.  Without limiting the foregoing, copying or reproducing the software to any other server or location for further reproduction or redistribution is expressly prohibited.

16.2.2 The Licensee may not decompile, disassemble, reverse engineer or otherwise attempt to discover anything contained in the software provided hereunder.

16.2.3 The Licensee acknowledges that the Software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the United Kingdom. the Licensee agrees not to export or re-export the Software, directly or indirectly, to any countries that are subject to United Kingdom export restrictions.  The Licensees are responsible for ensuring the Software is marked with the "Restricted Rights Notice" or "Restricted Rights Legend," as required. All rights not expressly granted are reserved.

16.3 The information, software, products, services and other material included in or available through the services may not be complete, and may include inaccuracies or errors, and may also be modified, discontinued or deleted from time to time without notice.

16.3.1 Advice, information, products, services or other materials received via the services should not be relied upon for personal, medical, legal, business, financial or other decisions and is not intended to replace the advice of appropriate and qualified professionals. the Licensee acknowledges that the Licensee should consult an appropriate professional for specific advice tailored to the Licensees situation.

16.3.2 The Licensees access to and use of the services, is at the Licensees own risk. the Licensor makes no guarantees of any kind regarding the dependability, accuracy, security, timeliness or availability of the services, or such products or services. Without limiting the foregoing, neither the Licensor nor its respective suppliers make any representations or warranties about the condition, suitability, reliability, availability, completeness, security, timeliness or accuracy of the information, software and  services for any purpose.  All such information, software and services are provided ‘as is’ without warranty

16.3.2.1 The Licensor and its respective suppliers hereby disclaim all representations, warranties and conditions, expressed or implied, with regard to this information, software and services including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non infringement.

16.3.2.2 In no event shall the Licensor or its suppliers be liable for any direct, indirect, punitive, incidental, consequential or exemplary damages or any damages whatsoever including without limitation:

16.3.2.2.1 Damages for loss of use, data, accounts, revenues, profits, arising out of or in any way connected with the use or performance of services or related services, or with the  delay or inability to use the service or related services;

16.3.2.2.2 the provision of or failure to provide services, or for any information, software, services and related graphics obtained through service, or otherwise arising out of use of these services, whether based on contract, tort, negligence, strict liability or otherwise, even if the Licensor or any of its suppliers has been advised of the possibility of damages (subject to the conditions stipulated in 15.2)

16.4 Without limiting the foregoing, the Licensor is not responsible for any of the Licensees data residing on the Licensor and services hardware or systems, including such hardware or systems provided to the Licensor by third parties. the Licensee is responsible for maintaining and backing-up the Licensees data and information that may reside on the Licensor or services hardware or systems, including such hardware or systems provided to the Licensor by third parties, whether or not such information is produced through the use of services, including any information regarding the operation or use of the Licensees Web site, catalogs, lists, order records, and other information the Licensee are providing or using in connection with the Licensees use of the services Network.

16.4.1 It is the Licensees responsibility to take the necessary steps to ensure the Licensees primary means of business is maintained. the Licensor will not be liable for any damage, loss or disclosure of data, accounts, revenue or business arising out of or otherwise related to:

16.4.1.1 the Licensees use of the services, its services or products;

16.4.1.2 the Licensees use of the Licensees Web site hosted by or created through services and the Licensees products and services;

16.4.1.3 use of the services by any other party to whom the Licensee have given access to the Licensees company information for use of the services;

16.4.1.4 errors, bugs or other defects in the services;

16.4.1.5 lost company, the Licensee or vendor information (e.g., billing information, credit card numbers, lost orders, etc.);

16.4.1.6 illegal or criminal activities, including but not limited to reliance on any information obtained on the services Web Hosting service; or

16.4.1.6 or that result from mistakes, omissions, interruptions, deletion of files or e-mail, loss of or damage to data, errors, defects, viruses, delays in operation, or transmission, or any failure of performance, whether or not limited to acts of God, communications failure, theft, destruction or unauthorised access to Licensor ’s records, programs or services.

16.4.2 the Licensee is solely responsible for maintaining and backing-up any information regarding the operation or use of the Licensees Web site, catalogs, lists, order records, and other information the Licensee are providing or using in connection with the Licensees use of the services Network.

16.4.2.1 The Licensor is not liable for the Licensees actions with the Licensees the Licensee or vendors, or the use of their information, or for any other actions arising from the Licensees use, or the use of other parties to whom the Licensee have given access to the Licensees services information, through the use of the services.

16.4.2.2 The Licensor is not involved in any transaction between the Licensee and the Licensees customers or seller or other third parties with whom the Licensee may have transactions through the Licensees Web site or between the Licensee and any user of any products or services offered or provided by the Licensee or by a third party through the services.

16.4.2.3 the Licensor is not responsible for screening, censoring or otherwise controlling the Licensees Web Site, or any listings or transactions offered or conducted via the Licensees Web Site. the Licensee are deemed to have a direct commercial relationship with each third party that purchases goods or services from or undertakes any other transaction with the Licensee via the Licensees Web site or through services.

16.5 The Licensor is not acting as the Licensees or any third party's agent in connection with the operation of services. the Licensee is solely responsible for:

16.5.1 processing the Licensee orders or other transactions;

16.5.2 verifying the validity of incoming the Licensee orders before finalizing the order;

16.5.3 informing the Licensees of the status of such orders or transactions;

16.5.4 providing all the Licensee support related to such orders or transactions (e.g., lost orders, billing disputes, payments, etc.); and,

16.5.5 determining, collecting and remitting to the appropriate authority all taxes (if any) arising from or related to such orders or transactions. Further, because the Licensor is not involved in any orders or other transactions between the Licensee and other users of services or other marketplace forums, the Licensor cannot and will not be involved in resolving any disputes relating to any completed or uncompleted transactions or the purchase or sale of listed goods or otherwise.

16.6 Unless otherwise expressly stated in these Terms of Service, the Licensees payments for orders or transactions conducted via the Licensees Web Site or on any services service will be paid to the Licensee directly from the Licensees designated acquiring bank, the Licensees or other appropriate source ("payer"). the Licensor is not responsible for such payment, and will have no liability for any lost, disputed or fraudulent payment or tenders of payment, or other disputes arising between the Licensee and their customers or payers. the Licensor makes no guarantee about the reliability or accuracy of these products or services, or the results obtained from using services.

17. Indemnities

17.1 The Licensee agrees to defend, indemnify and hold the Licensor and its suppliers harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to legal fees) arising from the Licensees violation of these Terms of Service (including, without limitation, violation of applicable Additional Terms), or any third-party's rights, (including, without limitation, infringement of any copyright, violation of any proprietary right and invasion of any privacy rights). These obligations will survive any termination of the Licensees relationship with the Licensor or the Licensees use of services.

17.2 Access restriction, account security and passwords, the Licensor reserves the right to deny in its sole discretion any user access to services or any portion thereof without notice.  The Licensee is responsible for safeguarding the confidentiality of the Licensees account information (including password(s) and user name(s) issued to the Licensee) and for any use or misuse of the Licensees account or the services resulting from any third party using a password or user name issued to the Licensee. the Licensee agree to notify the Licensor immediately of any known or suspected unauthorised access to or use of the Licensees account, the Licensees password, the password of any individual user to whom the Licensee have issued a login ID or any other breach of security or misuse of the services known to or suspected by the Licensee. the Licensee may change the Licensees password at any time by following instructions on the services Web site.

17.3 The Licensee hereby authorise the Licensor to rely on any data, notice, instruction or request furnished by the Licensee to Licensor, or that the Licensor reasonably believes to have been furnished by the Licensee. the Licensee is solely responsible for maintaining the confidentiality of the Licensees account information and monitoring usage of the Licensees account. the Licensor is not responsible for fraud of participants or of other users of the Licensees account.

18. Returns

18.1 All returns are governed by the under the consumer protection (Distance
Selling) Regulations:

18.1.1 Under Regulation 9 of the protection (Distance Selling) Regulations “Services performed through the use of a means of distance communication” the Licensor shall invoice the Licensee at the agreed rate. All services completed will be charged at that rate and the Licensor will not refund any of that value. the Licensor will pay a full refund for all services cancelled in writing at any time before the Licensor commences the service. the Licensor will pay an apportioned refund for any part completed services. The Licensee can address any complaints to Mistore Limited, Victoria House, Vale Road, Portslade, Brighton, East Sussex England, BN41 1GG or email complaints@mistore.co.uk, or fax complaints to 0870 770 1995

18.1.2 The Licensee has the right to cancel their order for any item purchased on this web site for a full refund anytime before returning the specification documentation. Subject to goods falling under regulation 7(vi) the existence of a right of cancellation except in the cases referred to in regulation 13; specifically regulation 13(c) where the Licensee will not have the right to cancel the contract by giving notice of cancellation pursuant to regulation 10 in respect of contracts for the supply of goods made to the consumer's specifications or clearly personalised or which by reason of their nature cannot be returned or are liable to deteriorate or expire rapidly; in all other instances the Licensee must e-mail or write a cancellation to the Company within seven days of completion of the item(s) quoting the order number. The Licensee is obliged to take reasonable care of the items and services return them unused. Where goods have been supplied, the Licensee is obliged to return the goods at their own cost within 30 days; the Company will not refund this cost. The Licensee is responsible for the goods until they are back in the possession of the Company, the Licensee must claim for any damages caused on the return, from the courier used. If the goods are not returned in an unused condition then the right to a full refund is forfeited.

18.1.3 When returning items that are deemed to be faulty, the Licensee must contact the Company by telephone, prior to sending the articles back and obtain instructions and an authorised return reference from the sales staff. Second hand items, or items that are described as seconds, are not deemed as being faulty for the imperfections disclosed at the time of sale.
The return address for goods is: Mistore Limited, Victoria House, Vale Road, Portslade, Brighton, East Sussex England, BN41 1GG .The Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow manufacturers instructions, misuse, alteration or repair of the goods (other than that done by our staff).

18.1.4 In other instances we will consider an exchange or credit note provided that the goods are returned promptly; in their original condition and with the original receipt.

18.2 Recurring services can be cancelled with 10 business days notice. No refunds will be provided for recurring hosting, marketing, or payment services, including any pre-paid annual service plans.