Terms & Conditions |
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We have to ask you to read these terms & conditions carefully as a pre-requisite for exploring this site.
LIMITATION OF LIABILITY Except to the extent prohibited by law, chillizone.com shall not be liable to any person who accesses the chillizone.com sites or any of the materials for any direct, indirect, special, consequential damages or awards of any kind, which may result from the use or inability to use the chillizone.com sites or any of the materials.
DISCLAIMER The materials and the .com sites are provided on an "as is" and "as available" basis and chillizone.com gives no warranties, express, implied or statutory as to merchantability or fitness for purpose of the materials or that any of the materials or the chillizone.com sites will be provided uninterrupted or free from errors or that any identified defect will be corrected; further, no such warranty is given that the .com sites and the materials are free from any virus or other malicious destructive or corrupting code, programme or macro. Chillizone.com does not warrant that the chillizone.com sites or the server(s) that make them available are free of any virus or other harmful elements. Reference in the chillizone.com sites and/or materials to any hypertext link, product, process or service does not imply chillizone.com's support for, or endorsement or recommendation of, the provider thereof or the product, process or service to which reference is made. The chillizone.com sites may contain links to other web sites, resources or other third parties. Chillizone.com is not responsible for the availability of these external web sites or their contents and chillizone.com is neither a sponsor, partner, promotor or publisher of such sites or their contents and accepts no liability in relation thereto.
CHILLIZONE SERVICE TERMS & CONDITIONS These terms and conditions shall apply to the agreement between "Chillizone Ltd." and the" Client" applying for the provision of services by Chillizone Ltd. These terms and conditions together with any documents expressly referred to in them, contain the entire Agreement between us relating to the subject matter covered and supersede any previous Agreements, arrangements, undertakings or proposals, written or oral: between us in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. Headings are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.
DEFINITIONS In this Agreement, the following expressions shall mean:- “Chillizone Ltd.” – Chillizone Ltd. its, employees, consultants, agents or those businesses operating under licence. “Client” – individual, business, partnership, company or charity obtaining or proposing to obtain goods or services from Chillizone Ltd. "Intellectual Property Rights" – copyrights, patents, registered and unregistered design rights, topography rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world. Inappropriate Material" – material that under the laws of any jurisdiction where the material can be accessed is or may be any of the following:- abusive, defamatory, harmful, libelous, malicious, obscene, pornographic, profane, threatening, unlawful, infringes any Intellectual Property Rights, constitutes or encourages a criminal offence or contains a virus, worm, trojan horse or other harmful code "Relevant Legislation" – such laws of England and the Client's country as relate to data protection and any laws of England and the Client's country governing Inappropriate Material. "Services" – the services identified to be provided by Chillizone Ltd. to the Client on any letter of confirmation, quotation or other correspondence method from Chillizone Ltd. to the Client.
PAYMENT & SERVICES Chillizone Ltd. will carry out work for clients in accordance to their instructions, as agreed between Chillizone Ltd. and the client. All work produced, digital based or otherwise by Chillizone Ltd. remain the property of Chillizone Ltd. until payment for such products is received in full. Payment terms are strictly adhered to and are stated on the Invoice from Chillizone Ltd. The client then has a period of up to 28 working days to approve any digital based work only. Chillizone Ltd. will carry out, free of charge, minor modifications as suggested by clients, subject to the condition that the changes suggested by the client are not unreasonable and do not involve substantial deviation from the original contract between Chillizone Ltd. and the client. In areas of dispute, Chillizone Ltd. will have the final say with regards what constitutes an unreasonable request. Non-delivery or non-performance of services by any third party shall not give the Client any right to delay any payment to Chillizone Ltd. or to make any claim whatsoever against Chillizone Ltd. Any additional services requested, at any time, will be charged at the current standard rates. The Client agrees to make payment for the Services by payment of invoice within 28 days of the invoice date via current acceptable payment methods. If any monies become overdue for payment Chillizone Ltd. may remove, or not remove, any current or past service that Chillizone Ltd. provided, without prejudice to Chillizone Ltd's rights to claim for the first monies owed and costs of collection. If payment is not made on the due date Chillizone Ltd. shall be entitled without limiting any other rights it may have to charge any additional administrative charges that Chillizone Ltd. may result in due to late or delayed payment. All prices quoted in any proposal are valid for 28 days from date of proposal.
INDEMNITY The Client hereby agrees fully to indemnify and keep indemnified and hold harmless Chillizone Ltd. from and against any and all claims, costs, damages, losses or liability (whether civil or criminal) and expenses (including, but not limited to, legal fees) sustained or incurred by Chillizone Ltd. directly or indirectly and any claim brought against us by a third party resulting from the provision of Services by us to you and or your use of the Services and the Server and in any jurisdiction as a result of:- i) the provision by Chillizone Ltd. to the Client of any Service, or ii) any breach by the Client of any of its warranties contained in this Agreement; or iii) any content material or required mode of operation supplied or specified bythe Client for any Service; or iv) any breach by the Client of any of its obligations in this Agreement. |
The Client undertakes that it will not transmit Inappropriate Material, infringe the Intellectual Property Rights of any third party, or transmit bulk email (spamming). The Client acknowledges that it is responsible for complying with any Relevant Legislation. The Client acknowledges and agrees that Chillizone Ltd. is not responsible for the security of the contents of email sent or received by the Client, and that Chillizone Ltd. are not responsible for nonreceipt, non-delivery or mis-routing of email or any failure of the email system. We do not guarantee that the Server will be free from unauthorised users or hackers. Where products or services supplied by Chillizone Ltd. to a client are supplied to Chillizone Ltd. by third parties, the client agrees to be bound by any terms and conditions of that supplier and any licence agreements and fully indemnifies Chillizone Ltd. in every respect.
FORCE MAJEURE Chillizone Ltd. shall bear no liability for loss, damage or delay howsoever arising caused by circumstances outside its control. Neither party shall be liable for any delay in meeting or for failure to meet its obligations under the agreement due to any cause outside its reasonable control including (without limitation) Acts of God, war, riot, malicious act of damage, fire, flood, acts of any government or public authority, failure of the public electricity supply, failure of any telecommunications service provider, failure or delay on the part of any sub-contractors beyond its reasonable control or the unavailability of materials. Further, Chillizone Ltd. shall not be liable for any such delay or failure resulting from a request by the Client for any change made to the supply of any service being provided. If Chillizone Ltd. is prevented from meeting its obligations due to any of the aforesaid causes it shall notify the Client of the circumstances and the Client shall grant a reasonable extension for the performance of the Agreement.
COPYRIGHT The copyright, patent, and other intellectual property rights ("IPR") in the Services provided by Chillizone Ltd. shall vest in Chillizone Ltd. until full payment is made & cleared.
CONFIDENTIALITY Chillizone Ltd. acknowledges that this Agreement creates a confidential relationship between Chillizone Ltd. and the Client and that information concerning the Client's business affairs, customers, vendors, finances, properties, methods of operation, computer programs, and documentation, and other such information, whether written, oral, or otherwise, is confidential in nature. All such information concerning the Client is hereinafter collectively referred to as "Confidential Information." Chillizone Ltd. agrees to take reasonable steps to ensure that its staff and subcontractors are bound by the provisions of this clause. This Clause shall not apply to information that is or becomes public knowledge otherwise than through the default of the party concerned, or is already in the receiving party's possession, or is legally acquired by such party from a third party, or is required by law to be disclosed. Chillizone Ltd. may seek, and the Client shall not unreasonably withhold, permission to publicise Chillizone Ltd's involvement directly by its brand logo symbol affixed to any digital and / or printed service, or through press and other media.
TERMINATION Termination of this agreement can be effected as follows:- a) Either party may terminate this agreement by giving written notice subject to condition (b). b) Chillizone Ltd. may terminate this agreement at anytime by giving 7 days written letter or email notice to the Customer if the Customer commits any breach of this agreement including but not limited to non-payment of any amount on the due date. Following the termination of this agreement the copyright and ownership of the Services will remain that of the Chillizone Ltd. until the Customer has fulfilled any payment dues as per the contractual agreement. No refund of any payments made by the Customer will be made by Chillizone Ltd. where termination takes place. If this agreement is terminated by the client within the period stated in condition (b) then the full amount outstanding will become payable by the Customer to the Chillizone Ltd. forthwith.
GENERAL Chillizone Ltd. reserve the right at anytime without notice to remove any Client from its services, web hosts, for breach of Inappropriate Material, or for linking to Inappropriate Material The Client is deemed to have accepted and agreed to these Terms and Conditions by notifying Chillizone Ltd. of their intention to commence/continue with the services provided by Chillizone Ltd., or by paying or continuing to pay any order, invoice or regular payment.
NOTICES Any notice to be given by either party to the other may be sent by either e-mail or by post to the address of the other party or such other address as such party may from time to time have communicated to the other in writing. If the notice is sent by email, it will be assumed to be received on the day, or if sent by fax shall be deemed to be served on receipt of an error free transmission report. If post mailing was used, it shall be deemed to be served three days following the date of posting.
LAW English Law shall govern this Agreement and the parties submit to the exclusive jurisdiction of the English courts. Chillizone Ltd. reserves the right to amend the terms & conditions without any prior notice. Last Revised January 2011 |
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