IMPORTANT: PLEASE READ CAREFULLY
UPON MAKING FIRST PAYMENT, THE SUBSCRIBER AGREES TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS OF SERVICE
1.1 The followings words and phrases shall have the meanings as set out below:
means the contract comprising these terms and conditions;
means XEDI 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 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;
means the login user name and password, which enable the Subscriber to access the XEDI Service;
means the company whom you are trading with using this Service.
Standing Order Mandate
means the instructions (prepared by XEDI Ltd.) to the Subscribers bank to pay the Subscription Charge; provided by XEDI Ltd. (so they can’t just send their own in)
means the party to this Agreement, whose details are recorded in the Order Form and Standing Order Mandate;
means (unless otherwise specifically agreed in writing) the sum stated on the Order Form , payable by the Subscriber in accordance with Clause 7 below.
means the web based Electronic Data Interchange service which is accessible from the website with the URL https://secure.xedi.com, details of which are described within;
means the document delivered to the Subscriber containing the Login Details.
2. XEDI Ltd. OBLIGATIONS
2.1 In consideration for payment of the Subscription Charge, XEDI 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 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 Ltd. upon becoming aware of the loss or misuse of the Login Details.
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.
5.1 XEDI 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:
18.104.22.168 is provided on an “as is” and “as available” basis;
22.214.171.124 may not be uninterrupted or error free;
126.96.36.199 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 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 Ltd. for the
purposes of support and development.
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..
the fullest extent permissible by law, XEDI 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 Ltd. warrants that the XEDI Service, shall function with errors excluded
7. CHARGES AND PAYMENT
7.1 The Subscriber shall pay XEDI Ltd. the Subscription Charge and any other charges in accordance with the Order Form.
7.2 XEDI Ltd. reserves the right to alter charges on a monthly basis. XEDI 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
Intellectual Property Rights and other proprietary rights of whatever nature in
the XEDI Service and are and shall remain the sole
property of XEDI 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 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 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 Ltd. have been informed of the possibility of such damages.
9.3 XEDI 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 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.
10.1 The Subscriber shall
indemnify XEDI 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.
11.1 XEDI 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 Ltd. to carry out routine upgrade, repair or maintenance works to the XEDI Service; or
11.1.2 the Subscriber:
188.8.131.52 fails to pay the Subscription Charge in full;
184.108.40.206 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 Ltd. not less than two (2) months notice to terminate;
12.1.2 XEDI Ltd. terminates this Agreement at any time by written notice to the Subscriber, if the Subscriber:
220.127.116.11 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;
18.104.22.168 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;
22.214.171.124 ceases to carry on the XEDI service.
12.1.3 XEDI 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.
13.1 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 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.
15.1 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.
16.1 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.
19.1 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.
20.1 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.
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
* based on 1.2Kchar per document
** documents are processed as part of your standard monthly subscription
The following are guidelines for the establishment and enforcement of XEDI Ltd.'s AUP:
XEDI Ltd. intends to provide its customers access to everything the Internet has to offer. While XEDI Ltd. is firmly committed to the principles of free speech, certain activities that may be damaging to the resources of both XEDI Ltd. and the Internet and cannot be permitted under the guise of free speech. The resources of XEDI 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 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 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 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 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 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 Ltd. service to transmit any material (by e-mail, uploading, posting or otherwise) that harasses another.
5) Fraudulent activity: Use of XEDI 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 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 Ltd. may not use or permit others to use our network to transact in UCE. Customers of XEDI Ltd. may not host, or permit hosting of, sites or information that is advertised by UCE from other networks. Violation of XEDI 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 Ltd. will initiate an immediate investigation (within 48 hours of notification). During the investigation, XEDI 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 Ltd. may, at its sole discretion, restrict, suspend or terminate customer's account. Further, XEDI Ltd. reserves the right to pursue civil remedies for any costs associated with the investigation of a substantiated policy violation. XEDI 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 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
of the offending XEDI 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 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 Ltd. service to access,
or to attempt to access, the accounts of others, or to penetrate, or
to penetrate, security measures of XEDI 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 Ltd.
service to transmit any material (by e-mail, uploading, posting or
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 Ltd. service to
collect, or attempt to collect, personal information about third
their knowledge or consent.
14) Network disruptions and unfriendly activity: Use of the XEDI Ltd. service for any activity which affects the ability of other people or systems to use XEDI 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 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,
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 Ltd. subscribers will be
held responsible and accountable for any activity by third parties, using
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
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
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
As our Customers are ultimately responsible for the actions of their clients over the XEDI
Ltd. network, it is advisable that Customers
develop a similar, or stricter, policy for their clients.
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.
XEDI 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 Ltd. systems or networks. XEDI Ltd. reserves the right to terminate or limit such activities.
REPORTING VIOLATIONS OF XEDI Ltd. AUP
XEDI Ltd. requests that anyone who believes that there is a violation of this AUP direct the information to the Abuse Department at firstname.lastname@example.org
If available, please provide the following information:
Website Development and Search Engine Optimisation (SEO)
Where software and respective licences are resold, XEDI Ltd. reserve the right to
withold payment for such licence until paid for by the Client.
Any complaints must be followed up within 14 days, or each support case will be
considered as resolved.
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 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 Ltd., unless otherwise specifically stated.
GDPR is bringing in new legal protection for personal information from May 25th 2018. This document informs you of what personal information XEDI hold, why we hold it and what your rights are. Please read the statement below and confirm that we have your consent to store and use your data.
We hold and use client data in order to provide you and your company with the EDI service and support requirements. The lawful basis under which we hold and use information is for the continued operation and provision of the service we provide. To illustrate; every EDI document sent and received by the XEDI system contains one or more pieces of identifiable information, including your company name, address, VAT code, supplier code, product descriptions etc.
XEDI encrypts your data in transit using and at rest using the highest level of encryption. All data is stored and transferred in EU based datacentres. Each datacenter conforms to ISO 27001 which safeguards client data through best practices, cryptographic, data transfer and data storage policies. Billing information is not stored on our servers directly. Billing account information is stored by our billing partners and linked to your XEDI account.
For more information please read XEDI's blog post about GDPR.
By agreeing to the terms above, you are giving consent for marketing materials to be
sent to the registered contact on the XEDI system.
This information is never shared with 3rd party entities for the purposes of marketing.