Terms & Conditions

IMPORTANT: PLEASE READ CAREFULLY

UPON MAKING FIRST PAYMENT, THE SUBSCRIBER AGREES TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS OF SERVICE


Service Subscription

1.            DEFINITIONS

1.1            The followings words and phrases shall have the meanings as set out below:

Agreement

means the contract comprising these terms and conditions;

XEDI (UK) Ltd.

means XEDI (UK) Ltd. (company number 04871515) whose registered office is at 4b Cartwright Court, Bradley Business Park, Huddersfield, West Yorkshire, HD2 1GN;

Help Desk Support

means the telephone or e-mail support provided by XEDI (UK) Ltd. on any business day (excluding weekends and bank holidays) during the hours of 09:00am to 17:00pm;

Intellectual Property Rights

means all copyright and rights in the nature of copyright, design rights, patents, trade marks, applications for any of the foregoing, moral rights, know-how, confidential information or any other intellectual or industrial property rights whether or not registered or capable of being registered and those subsisting in the United Kingdom or any other part of the world;

Login Details

means the login user name and password, which enable the Subscriber to access the XEDI Service;

Retailer

means the company whom you are trading with using this Service.

Standing Order Mandate

means the instructions (prepared by XEDI (UK) Ltd.) to the Subscribers bank to pay the Subscription Charge; provided by XEDI (UK) Ltd. (so they can’t just send their own in)

Subscriber

means the party to this Agreement, whose details are recorded in the Order Form and Standing Order Mandate;

Subscription Charge

means (unless otherwise specifically agreed in writing) the sum stated on the Order Form , payable by the Subscriber in accordance with Clause 7 below.

XEDI Service

means the web based Electronic Data Interchange service which is accessible from the website with the URL http://www.webedi.co.uk, details of which are described within;

Order Form

means the document delivered to the Subscriber containing the Login Details.

 

2.            XEDI (UK) Ltd. OBLIGATIONS

2.1            In consideration for payment of the Subscription Charge, XEDI (UK) Ltd.:

2.1.1            grants to the Subscriber a non-exclusive, terminable right and licence to access and utilise the XEDI Service using the Login Details; and

2.1.2            shall provide the Help Desk Support

2.1.3            shall process data between the Subscriber and Retailer, which involves adding, amending, and omitting data and the use of rounding values.

2.2            XEDI (UK) Ltd. may, at its absolute discretion, vary the specification of the XEDI Service at any time without notice to the Subscriber.


3.            LOGIN DETAILS

3.1            Under no circumstances shall the Subscriber disclose the Login Details to any party other than an authorised employee.

3.2            The Subscriber agrees that it shall immediately notify XEDI (UK) Ltd. upon becoming aware of the loss or misuse of the Login Details.


4.            RESTRICTIONS

4.1            The Subscriber shall not (or permit others to do so):

4.1.1             adapt, translate, de-compile, reverse engineer, disassemble, crack or hack the XEDI Service;

4.1.2            utilise the XEDI Service for any purpose other than for submitting and/or receiving electronic documents in relation to goods delivered or
services rendered by, or on behalf of the Subscriber.


5.            AVAILABILITY

5.1            XEDI (UK) Ltd. shall use its reasonable endeavours to ensure the continuous availability and operation of the XEDI Service.

5.2            The Subscriber acknowledges that:

5.2.1            The XEDI Service:

5.2.1.1            is provided on an “as is” and “as available” basis;

5.2.1.2            may not be uninterrupted or error free;

5.2.1.3            may be suspended in accordance with Clause 11 below.

5.2.2            the internet and world wide web are inherently uncontrollable and that the XEDI Service may not be accessible for reasons beyond the
                        reasonable control of XEDI (UK) Ltd..

5.2.3            data used by the Subscriber may be copied and/or backed up for internal use and for use by subcontractors appointed by XEDI (UK) Ltd. for the
                        purposes of support and development.

5.2.4            Information submitted by the Subscriber or the Retailer should be backed up by the Subscriber as they see fit and not to rely upon backups
                        by Web EDI (UK) Ltd..


6.            WARRANTIES

6.1               To the fullest extent permissible by law, XEDI (UK) Ltd. excludes any express, implied or statutory warranties (including warranties as to the
                    conditions of quality or fitness for a particular purpose) including those implied by the Sale of Goods Act of 1979 (as amended) and the
                    Supply of Goods and Services Act of 1982

6.1.1            Subject to Clause 5.2.2 above, XEDI (UK) Ltd. warrants that the XEDI Service, shall function with errors excluded


7.            CHARGES AND PAYMENT

7.1            The Subscriber shall pay XEDI (UK) Ltd. the Subscription Charge and any other charges in accordance with the Order Form.

7.2            XEDI (UK) Ltd. reserves the right to alter charges on a monthly basis. XEDI (UK) Ltd. shall provide the Subscriber notice of any proposed change.

7.3            This Agreement will be effective from the date of the latter of the signatures of the parties and is valid on a month-by-month basis and can be
                    terminated as set forth in this Agreement.

7.4            Where a payment arrangement is in place, if any payments are missed then the full balance of the invoice will become payable immediately
                    and the XEDI service may be suspended until payment has been successfully recieved.


8.            INTELLECTUAL PROPERTY RIGHTS

8.1               All Intellectual Property Rights and other proprietary rights of whatever nature in the XEDI Service and are and shall remain the sole
                   property of XEDI (UK) Ltd..

8.2            The Subscriber shall not acquire or claim any title to any of the Intellectual Property Rights in the XEDI Service.


9.            LIABILITY & INDEMNITY

9.1            The Subscriber agrees and acknowledges that XEDI (UK) Ltd. are not involved in the agreement or payment of any invoices submitted for payment
                    by the Retailer through the XEDI Service.

9.2            XEDI (UK) Ltd. shall not be liable to the Subscriber for any damages whatsoever or howsoever (inclosing without limitation damages for loss of
                    business profits, business interruption, loss of business information or other consequential, indirect, economic or pecuniary loss) arising
                    out of the use or inability to use the XEDI Service, even if XEDI (UK) Ltd. have been informed of the possibility of such damages.

9.3            XEDI (UK) Ltd. shall not be held liable for any breach of its obligations resulting from causes beyond its reasonable control, including without
                    limitation those referred to in Clause 5.2.2 above.

9.4            XEDI (UK) Ltd. does not exclude or limit liability for death or personal injury.

9.5            The entire risk in respect of the results and performance of the XEDI Service is assumed solely by the Subscriber.


10.            INDEMNITY

10.1            The Subscriber shall indemnify XEDI (UK) Ltd. (on an indemnity basis) in full and hold Web EDI (UK) Ltd. harmless from all claims, demands, damages, and
                  expenses (including legal fees) arising out of or in connection with any:

10.1.1.1            loss or misuse of the Login Details;

10.1.1.2            use of the XEDI Service.


11.            SUSPENSION

11.1            XEDI (UK) Ltd. shall be entitled to suspend access to the XEDI Service without any liability to the Subscriber whatsoever, where:

11.1.1            it is reasonably necessary for XEDI (UK) Ltd. to carry out routine upgrade, repair or maintenance works to the XEDI Service; or

11.1.2            the Subscriber:

11.1.2.1            fails to pay the Subscription Charge in full;

11.1.2.2 nbsp;           breaches any term of this Agreement.


12.            TERM & TERMINATION

12.1            This Agreement shall continue on a monthly basis, unless or until:

12.1.1            the Subscriber gives XEDI (UK) Ltd. not less than two (2) months notice to terminate;

12.1.2            XEDI (UK) Ltd. terminates this Agreement at any time by written notice to the Subscriber, if the Subscriber:

12.1.2.1            commits any material breach of its obligations under this Agreement which (if remediable) are not remedied within seven (7) days
                           after the service of written notice specifying the breach and requiring it to be remedied;

12.1.2.2            makes any voluntary arrangement with its creditors (within the meaning of the Insolvency act 1986) or if a petition is presented for the
                           making of an administration order subject to an administration order or goes into liquidation;

12.1.2.3            ceases to carry on the XEDI service.

12.1.3            XEDI (UK) Ltd. terminates this Agreement forthwith, for any reason whatsoever.

12.2            Any Subscription Charge outstanding at the termination of this Agreement shall immediately become payable to the Subscriber.


13.            ASSIGNMENT

13.1            The Subscriber shall have no right to assign, sub-licence or otherwise transfer the benefits of, nor delegate its obligations whether in whole or in
                   part under this Agreement.

13.2            XEDI (UK) Ltd. shall be permitted to assign its rights and obligations under this Agreement, whether in whole or in part, without any consent from The Subscriber.


14.            CONTRACT RIGHTS OF THIRD PARTIES

14.1            A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999, to enforce any of the
                  terms and conditions of this Agreement.


15.            NOTICES

15.1            Any notice required or permitted under the terms of this Agreement or required by statute, law or regulation will (unless otherwise provided) be
                  in writing and will be delivered in person, sent by facsimile, registered mail (properly posted and fully prepaid in an envelope properly
                  addressed) or by e-mail.

15.2            Any such notice shall be considered to have been given on the first working day occurring after the day of actual delivery or sending by
                  facsimile or e-mail or in any other event within two (2) working days after it was posted in accordance with this Clause 15.


16.            WAIVER

16.1            Failure or neglect by either party to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver
                  of such party's rights hereunder nor in any way affect the validity of the whole or any part of this Agreement nor prejudice such party's rights to
                  take subsequent action.


17.            FAIR USE POLICY

17.1           A usage quota is included in the Subscription for processing up to a total of 80 documents per month (incoming and outgoing).  The remainder
                  of unused quota cannot be carried forward to the following month. Usage over an above the fair use policy is subject to costs as found at
                  webedi.co.uk/terms, Volume Related Charges (Usage).


18.            FURTHER ASSURANCE

18.1            At any time after the date of this Agreement, either party shall, at the request and cost of the other party, execute or procure the execution of
                  such documents and do or procure the doing of such acts and things as the other party may reasonably require for the purpose of giving to the
                  other party the full benefit of all the provisions of this Agreement.


19.            SEVERABILITY

19.1            In the event that any of these terms, conditions or provisions or those of any schedule or attachment hereto will be determined by any
                  competent authority to be invalid, unlawful or unenforceable to any extent such term, condition or provision will to that extent be severed from
                  the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.


20.            LAW

20.1            The parties hereby agree that this Agreement and the provisions hereof will be construed in accordance with the Laws of England and Wales
                  and the parties submit to the exclusive jurisdiction of the English Courts.


21.            TECHNICAL SUPPORT

21.1            The Subscriber accepts full responsibility for any files which are rejected for any reason whatsoever.

21.2            Help Desk Support is provided to assist any Subscriber in how to use the XEDI system.

21.3            All email support must originate via the support ticket system available in the Support section of the XEDI Service
                  (https://secure.webedi.co.uk/support.htm). Any Help Desk requests sent directly to a named individual is not allowed and any subsequent
                  response received does not constitute a support issue.


E&OE                                                                                                                                                                                               

 

Volume Related Charges (Usage)

Subscribers who send or receive an excess of 80 documents per month will be charged according to the rates below:

Estimated no of documents* / month
chars (max)
Monthly Cost
Band 0
80
96,000
inclusive**
Band 1
250
300,000
£54
Band 2
500
600,000
£108
Band 3
1000
1,200,000
£216
Band 4
2000
2,400,000
£432
Band 5
3000
3,600,000
£648
Band 6
4000
4,800,000
£864
Band 7
5000
6,000,000
£1080
Band 8
6000
7,200,000
£1296
Band 9
7000
8,400,000
£1512
Band 10
8000
9,600,000
£1728

* based on 1.2Kchar per document
** documents are processed as part of your standard monthly subscription

 

Acceptable Use Policy (AUP)

The following are guidelines for the establishment and enforcement of XEDI (UK) Ltd.'s AUP:

  • Ensure reliable service to our customers.
  • Ensure security and privacy of our systems and network, as well as the networks and systems of others.
  • Comply with existing laws.
  • Maintain our reputation as a responsible service provider.
  • Encourage responsible use of the Internet and discourage activities which reduce the usability and value of Internet services.
  • Preserve the value of Internet resources as a conduit for free expression and exchange of information.
  • Preserve the privacy and security of individual users.

XEDI (UK) Ltd. intends to provide its customers access to everything the Internet has to offer. While XEDI (UK) Ltd. is firmly committed to the principles of free speech, certain activities that may be damaging to the resources of both XEDI (UK) Ltd. and the Internet and cannot be permitted under the guise of free speech. The resources of XEDI (UK) Ltd. and the Internet are limited, and abuse of these resources by one user has a negative impact on the entire community.


We do not routinely monitor the activity of accounts except for measurements of system utilization and the preparation of billing records.


You may not use your dedicated system or virtual site to publish material, which XEDI (UK) Ltd. determines, at its sole discretion, to be unlawful, indecent or objectionable. For purposes of this policy, "material" refers to all forms of communications including narrative descriptions, graphics (including photographs, illustrations, images, drawings, logos), executable programs, video recordings, and audio recordings.


If a XEDI (UK) Ltd. account is used to violate the Acceptable Use Policy or our TOS, we reserve the right to terminate the service without notice. We prefer to advise customers of inappropriate behaviour and any necessary corrective action, however, flagrant violations of the Acceptable Use Policy will result in immediate termination of service. Our failure to enforce this policy, for whatever reason, shall not be construed as a waiver of our right to do so at any time.


As a member of our network community, you must use your Internet access responsibly. If you have any questions regarding this policy, please contact us.


The following constitute violations of this AUP:

1)       Illegal use: XEDI (UK) Ltd.'s services may not be used for illegal purposes, or in support of illegal activities. XEDI (UK) Ltd. reserves the right to cooperate with legal authorities and/or injured third parties in the investigation of any suspected crime or civil wrongdoing.


2)       Harm to minors: Use of the XEDI (UK) Ltd. service to harm, or attempt to harm, minors in any way, including, but not limited to child pornography.


3)       Threats: Use of the XEDI (UK) Ltd. service to transmit any material (by e-mail, uploading, posting or otherwise) that threatens or encourages bodily harm or destruction of property.


4)       Harassment: Use of the XEDI (UK) Ltd. service to transmit any material (by e-mail, uploading, posting or otherwise) that harasses another.


5)       Fraudulent activity: Use of XEDI (UK) Ltd. service to make fraudulent offers to sell or buy products, items, or services, or to advance any type of financial scam such as "pyramid schemes," "ponzi schemes," and "chain letters."


6)       Forgery or impersonation: Adding, removing or modifying identifying network header information in an effort to deceive or mislead is prohibited. Attempting to impersonate any person by using forged headers or other identifying information is prohibited. The use of anonymous remailers or nicknames does not constitute impersonation.


7)       Unsolicited commercial e-mail / Unsolicited bulk e-mail (SPAM) : XEDI (UK) Ltd. takes a zero tolerance approach to the sending of Unsolicited Commercial Email (UCE) or SPAM over our network. Very simply this means that customers of XEDI (UK) Ltd. may not use or permit others to use our network to transact in UCE. Customers of XEDI (UK) Ltd. may not host, or permit hosting of, sites or information that is advertised by UCE from other networks. Violation of XEDI (UK) Ltd.'s SPAM policy or anyone causing any of our IP space to be listed in any of the various Spam Databases will result in severe penalties. Upon notification of an alleged violation of our SPAM policy, XEDI (UK) Ltd. will initiate an immediate investigation (within 48 hours of notification). During the investigation, XEDI (UK) Ltd. may restrict customer access to the network to prevent further violations. If a customer is found to be in violation of our SPAM policy, XEDI (UK) Ltd. may, at its sole discretion, restrict, suspend or terminate customer's account. Further, XEDI (UK) Ltd. reserves the right to pursue civil remedies for any costs associated with the investigation of a substantiated policy violation. XEDI (UK) Ltd. will notify law enforcement officials if the violation is believed to be a criminal offence. First violations of this policy will result in an "Administrative Fee" of £250 and your account will be reviewed for possible immediate termination. A second violation will result in an "Administrative Fee" of £500 and immediate termination of your account. Users who violate this policy agree that in addition to these "Administrative" penalties, they will pay "Research Fees" not to exceed £175 per hour that XEDI (UK) Ltd. personnel must spend to investigate the matter.


8)       E-mail / News Bombing: Malicious intent to impede another person's use of electronic mail services or news will result in the immediate termination
of the offending XEDI (UK) Ltd. account.


9)       E-mail / Message Forging: Forging any message header, in part or whole, of any electronic transmission, originating or passing through the XEDI
(UK) Ltd. service is in violation of this AUP


10)     Usenet SPAMing: XEDI (UK) Ltd. has a zero tolerance policy for the use of its network for the posting of messages or commercial
advertisements, which violate the rules, regulations, FAQ or charter of any newsgroups or mailing list. Commercial messages that are appropriate
under the rules of a newsgroup or mailing list or that are solicited by the recipients are permitted.


11)     Unauthorized access: Use of the XEDI (UK) Ltd. service to access, or to attempt to access, the accounts of others, or to penetrate, or attempt
to penetrate, security measures of XEDI (UK) Ltd.'s or another entity's computer software or hardware, electronic communications system, or
telecommunications system, whether or not the intrusion results in the corruption or loss of data, is expressly prohibited and the offending XEDI
(UK) Ltd. account is subject to immediate termination.


12)     Copyright or trademark infringement: Use of the XEDI (UK) Ltd. service to transmit any material (by e-mail, uploading, posting or otherwise)
that infringes any copyright, trademark, patent, trade secret or other proprietary rights of any third party, including, but not limited to, the
unauthorized copying of copyrighted material, the digitization and distribution of photographs from magazines, books, or other copyrighted sources,
and the unauthorized transmittal of copyrighted software.


13)     Collection of personal data: Use of the XEDI (UK) Ltd. service to collect, or attempt to collect, personal information about third parties without
their knowledge or consent.


14)     Network disruptions and unfriendly activity: Use of the XEDI (UK) Ltd. service for any activity which affects the ability of other people or systems to use XEDI (UK) Ltd. Services or the Internet. This includes "denial of service" (DOS)       attacks against another network host or individual user. Interference with or disruption of other network users, services or equipment is prohibited. It is the Member's responsibility to ensure that their network is configured in a secure manner. A Subscriber may not, through action or inaction, allow others to use their network for illegal or inappropriate actions. A Subscriber may not permit their network, through action or inaction, to be configured in such a way that gives a third party the capability to use their network in an illegal or inappropriate manner. Unauthorized entry and/or use of another company and/or individuals computer system will result in immediate account termination. XEDI (UK) Ltd. will not tolerate any subscriber attempting to access the accounts of others, or penetrate security measures of other systems, whether or not the intrusion results in corruption or loss of data.


15)     Fraud: Involves a knowing misrepresentation or misleading statement, writing or activity made with the intent that the person receiving it will act upon it.


16)     Distribution of Viruses: Intentional distributions of software that attempts to and/or causes damage, harassment, or annoyance to persons, data,
and/or computer systems are prohibited. Such an offence will result in the immediate termination of the offending account.


17)     Inappropriate Use of Software: Use of software or any device that would facilitate a continued connection, i.e. pinging, while using Web EDI (UK) Ltd.
services could result in suspension service.


18)     Third Party Accountability: XEDI (UK) Ltd. subscribers will be held responsible and accountable for any activity by third parties, using their
account, that violates guidelines created within the Acceptable Use Policy.


19)     IRC networks: It is absolutely forbidden to host an IRC server that is part of or connected to another IRC network or server. Servers found to be
connecting to or part of these networks will be immediately removed from our network without notice. The server will not be reconnected to the network until such time that you agree to completely remove any and all traces of the irc server, and agree to let us have access to your server to confirm that the content has been completely removed. Any server guilty of a second violation will result in immediate account termination.


Users who violate systems or network security may incur criminal or civil liability. XEDI (UK) Ltd. will cooperate fully with investigations of
violations of systems or network security at other sites, including cooperating with law enforcement authorities in the investigation of suspected
criminal violations.


As our Customers are ultimately responsible for the actions of their clients over the XEDI (UK) Ltd. network, it is advisable that Customers
develop a similar, or stricter, policy for their clients.

 

Security

You are responsible for any misuse of your account, even if the inappropriate activity was committed by a friend, family member, guest or employee. Therefore, you must take steps to ensure that others do not gain unauthorized access to your account. In addition, you may not use your account to breach security of another account or attempt to gain unauthorized access to another network or server. Your password provides access to your account. It is your responsibility to keep your password secure.


Sharing your password and account access with unauthorized users is prohibited. You should take care to prevent others from using your account since you will be held responsible for such use.


Attempting to obtain another user's account password is strictly prohibited, and may result in termination of service.


You must adopt adequate security measures to prevent or minimize unauthorized use of your account.


You may not attempt to circumvent user authentication or security of any host, network or account. This includes, but is not limited to, accessing data not intended for you, logging into or making use of a server or account you are not expressly authorized to access, or probing the security of other networks. Use or distribution of tools designed for compromising security is prohibited. Examples of these tools include, but are not limited to, password guessing programs, cracking tools or network probing tools.

 

Network Performance


XEDI (UK) Ltd. accounts operate on shared resources. Excessive use or abuse of these shared network resources by one customer may have a negative impact on all other customers. Misuse of network resources in a manner which impairs network performance is prohibited by this policy and may result in termination of your account.


You are prohibited from excessive consumption of resources, including CPU time, memory, disk space and session time. You may not use resource-intensive programs which negatively impact other customers or the performances of XEDI (UK) Ltd. systems or networks. XEDI (UK) Ltd. reserves the right to terminate or limit such activities.


REPORTING VIOLATIONS OF XEDI (UK) Ltd. AUP

XEDI (UK) Ltd. requests that anyone who believes that there is a violation of this AUP direct the information to the Abuse Department at abuse@webedi.co.uk

If available, please provide the following information:

  • The IP address used to commit the alleged violation.
  • The date and time of the alleged violation, including the time zone or offset from GMT.
  • Evidence of the alleged violation.
  • E-mail with full header information provides all of the above, as do system log files. Other situations will require different methods of providing the above information. Web EDI (UK) Ltd. may take any one or more of the following actions in response to complaints:
  • Issue written or verbal warnings.
  • Suspend the Member's newsgroup posting privileges.
  • Suspend the Member's account.
  • Terminate the Member's account.
  • Bill the Member for administrative costs and/or reactivation charges.
  • Bring legal action to enjoin violations and/or to collect damages, if any, cause by violations.

REVISIONS TO THIS ACCEPTABLE USE POLICY
XEDI (UK) Ltd. reserves the right to revise, amend, or modify this AUP, our TOS (Terms of Service) and our other policies and agreements at any time and in any manner. Notice of any revision, amendment, or modification will be posted in accordance with our TOS (Terms of Service)      .

Website Development and Search Engine Optimisation (SEO)

General
XEDI (UK) Ltd. will carry out work only where an agreement is provided either by email, telephone, mail or fax. XEDI (UK) Ltd. will carry out work only for Clients who are 18 years of age or above. An 'order' is deemed to be a written or verbal contract between XEDI (UK) Ltd. and the client, this includes telephone and email agreements.

Website Design and Optimisation
Whilst every endeavour will be made to ensure that the website and any scripts or programs are free of errors, XEDI (UK) Ltd. cannot accept responsibility for any losses incurred due to malfunction, the website or any part of it.

The website, graphics and any programming code remain the property of XEDI (UK) Ltd. until all outstanding accounts are paid in full.

Any scripts, cgi applications, php scripts, or software (unless specifically agreed) written by XEDI (UK) Ltd. remain the copyright of XEDI (UK) Ltd. and may only be commercially reproduced or resold with the permission of XEDI (UK) Ltd..

XEDI (UK) Ltd. cannot take responsibility for any copyright infringements caused by materials submitted by the client. We reserve the right to refuse any material of a copyrighted nature unless adequate proof is given of permission to use such material.

Any additions to the brief will be carried out at the discretion of XEDI (UK) Ltd. and where no charge is made by XEDI (UK) Ltd. for such additions, Web EDI (UK) Ltd. accept no responsibility to ensure such additions are error free and reserve the right to charge an according amount for any correction to these or further additions.

The client agrees to make available as soon as is reasonably possible to XEDI (UK) Ltd. all materials required to complete the site to the agreed standard and within the set deadline.

XEDI (UK) Ltd. will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines.

XEDI (UK) Ltd. will not be liable or become involved in any disputes between the site owner and their clients and cannot be held responsible for any wrongdoing on the part of a site owner.

XEDI (UK) Ltd. will not be liable for any costs incurred, compensation or loss of earnings due to the work carried out on behalf of the client or any of the clients appointed agents.

XEDI (UK) Ltd. will not be liable for any costs incurred, compensation or loss of earnings due to the unavailability of the site, its servers, software or any material provided by its agents.

Once a website has been designed and completed the final balance of payment is then due in accordance with our payment terms. There are no exceptions to this, i.e If the client decides they no longer want the site, as they have commissioned the work and paid a deposit they are still obliged to pay for the work that has been done. Non payment will result in legal action being taken if necessary.


Disclaimers and limitations on liability

XEDI (UK) Ltd. shall not be responsible for URLs dropped or excluded by a search engine for any reason.

XEDI (UK) Ltd. shall not be responsible for delays or failure of performance resulting from Internet Service Provider delivery problems or failure, or any communication or delivery problems associated with Client's receipt of the Account Service data. XEDI (UK) Ltd. shall not be responsible for acts or causes beyond their control, including but not limited to: acts of God, strikes, lockouts, communications line or equipment failures, power failures, earthquakes, or other disasters.

XEDI (UK) Ltd. do not represent or warrant that Customers' URLs will achieve a favourable position, or any position, within a particular search engine.

XEDI (UK) Ltd. do not warrant or represent that the use or the results of the use of the materials available through the XEDI (UK) Ltd. Services or from third parties will be correct, accurate, timely, reliable or otherwise.

You expressly agree that use of the XEDI (UK) Ltd. Services provided hereunder is at your sole risk. These Services are provided on an "as is" and "as available" basis. XEDI (UK) Ltd. expressly disclaim all warranties of any kind, express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose or non-infringement.

Notwithstanding the security precautions taken against disclosure of information, there are certain conditions that exist on the Internet generally which are outside XEDI (UK) Ltd.' control and could result in a breach of security. Accordingly, XEDI (UK) Ltd. cannot guarantee that Your Account Service data information will be free from corruption or piracy. You hereby expressly waive any claim against XEDI (UK) Ltd. arising out of the loss of data through corruption, piracy, breach of security or for any other reason that is not based on intentional or grossly negligent actions of XEDI (UK) Ltd..

To the maximum extent allowed by law, XEDI (UK) Ltd. and any of their parents, members, subsidiaries, affiliates, service providers, licensors, officers, directors or employees shall not be liable for any direct, indirect, special, incidental or consequential damages (no matter how they arose, including negligence), or for interrupted communications, lost data or lost profits, arising out of or in connection with the Services provided hereunder. Further, Web EDI (UK) Ltd. will not have any liability for any losses arising because the XEDI (UK) Ltd. Services are not operational or accessible. This section does not limit liability for bodily injury of a person.
Database, Application and E-Commerce Development
XEDI (UK) Ltd. cannot take responsibility for any losses incurred by the use of any software created for the client. Whilst every care has been taken to ensure products are problem free and accurate, the ultimate responsibility lies with the client in ensuring that all software is functioning correctly before use.

Any scripts, cgi applications or software (unless specifically agreed) written by XEDI (UK) Ltd. remain the copyright of XEDI (UK) Ltd. and may only be commercially reproduced or resold with the permission of XEDI (UK) Ltd..

 

Where software and respective licences are resold, XEDI (UK) Ltd. reserve the right to withold payment for such licence until paid for by the Client.

Where applications or sites are developed on servers not recommended by XEDI (UK) Ltd., the client is expected to provide or seek any information, additional software, support or co-operation pertaining to the server required in order for the application to be correctly developed. Where large applications are to be developed, it is the clients responsibility to provide a suitable testing environment which is identical to the final production environment.

The client is expected to test fully any application or programming relating to a site developed by XEDI (UK) Ltd. before being made generally available for use. Where "bugs", errors or other issues are found after the site is live, XEDI (UK) Ltd. will endeavour (but is not obliged to) to correct these issues to meet the standards of function outlined in the brief

Compatibility
XEDI (UK) Ltd. will endeavour to ensure that any developed/designed site or application will function correctly on the server it is initially installed in and that it will function correctly when viewed with the web browsing software Microsoft Internet Explorer Version 6 and to an acceptable level with Mozilla browsers. XEDI (UK) Ltd. can offer no guarantees of correct function with all browser software.

Complaints Procedure
Anyone who experiences a problem with the web service provided by XEDI (UK) Ltd. should raise the matter directly using our online contact form to do so, giving sufficient information to locate the material (such as an url) and clearly outlining the grounds for complaint.

Any complaints must be followed up within 14 days, or each support case will be considered as resolved.

XEDI (UK) Ltd. will approach the individual responsible for the material in question with a view to resolving the matter to the satisfaction of the complainant.

Website Hosting
Whilst XEDI (UK) Ltd. recommends hosting companies to host websites, no guarantees can be made as to the availability or interruption of this service by XEDI (UK) Ltd. cannot accept liability for losses caused by the unavailability, malfunction or interruption of this service, or for loss of turnover, sales, revenue, profits or indirect, consequential or special loss.

XEDI (UK) Ltd. reserve the right to refuse to handle in any way, material which may be deemed offensive, illegal or in any way controversial, and also to terminate the free hosting service should the necessity arise.

Payment of Accounts
It is the policy of XEDI (UK) Ltd. that any outstanding accounts for work carried out by XEDI (UK) Ltd. or its affiliates are required to be paid in full, no later than 30 days from the date of the invoice unless by prior arrangement with XEDI (UK) Ltd.

Email Disclaimer

We reserve the right to forward any email that requires action from a Subscriber of the XEDI Service to the Subscriber.  This condition overrides any default confidentiality clause received as part of the senders disclaimer notice.  This measure is taken to resolve issues whilst ensuring continuity of service.

All emails are intended solely for the person or organisation to which it is addressed. It may contain privileged and confidential information. If you are not the intended recipient of the message, please notify the sender immediately and do not disclose the contents to any other person, use it for any purpose, or store or copy the information in any medium. Internet communications are not secure and therefore XEDI (UK) Ltd. does not accept legal responsibility for the contents of this message. Any views or opinions presented are solely those of the author and do not necessarily represent those of XEDI (UK) Ltd., unless otherwise specifically stated.



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