Terms and Conditions
These terms and conditions are the contract between you and Promenta (“us”, “we”, etc). By visiting or using Our Website, you agree to be bound by them.
They protect your rights as well as ours.
We are Promenta, a company registered in UK, number 04374124.
You are: Anyone who uses Our Website.
Please read this agreement carefully and save it. If you do not agree with it, you should leave Our Website immediately.
These are the agreed terms:
“Content” means the textual, visual or aural content that is encountered as part of your experience on Our Website. It may include, among other things: text, images, sounds, videos and animations. It includes content Posted by you.
“Intellectual Property” means intellectual property owned by us, of every sort, whether or not registered or registrable in any country, including intellectual property of all kinds coming into existence after today; and including, among others, patents, trademarks, unregistered marks, designs, copyrights, domain names, discoveries, creations and inventions, together with all rights which are derived from those rights.
“Our Website” means any website of ours, and includes all web pages controlled by us.
“Post” means display, exhibit, publish, distribute, transmit and/or disclose information, Content and/or other material on to Our Website, and the phrases “Posted” and “Posting” shall be interpreted accordingly;
“Product” means any product sold or offered for sale by us on Our Website.
“Software” means the software you will use in association with the Product. It includes all software owned by us, regardless of the source from which you acquired it, and the time when you have or will acquire it.
In this agreement unless the context otherwise requires:
2.1. every term in this agreement applies both to the Product and to any Software, so far as it may so apply.
2.2. a reference to a person includes a human individual, a corporate entity and any organisation which is managed or controlled as a unit.
2.3. in the context of permission, “may not” in connection with an action of yours, means “must not”.
2.4. the headings to the paragraphs and schedules (if any) to this agreement are inserted for convenience only and do not affect the interpretation.
2.5. any agreement by either party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing;
2.6. except where stated otherwise, any obligation of any person arising from this agreement may be performed by any other person;
2.7. a reference to an act or regulation includes new law of substantially the same intent as the act or regulation referred to.
2.8. these terms and conditions apply to all supplies of Products by us. They prevail over any terms proposed by you.
2.9. this agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.
3. Basis of Contract
3.1. The contract between us comes into existence only when we write to you to confirm that we agree to provide to you the Product you want. We will use a separate mutually agreed “business-to-business” Software License Agreement for that purpose.
3.2. We may change these terms from time to time. The terms that apply to you are those posted here on Our Website.
4. The price and payment
4.1. We do not publish pricing on our website. Please contact us for pricing as required at email@example.com
5. Security of your credit card
We do not take credit card payments on Our Website.
6. Restrictions on what you may Post to Our Website
6.1. You agree that you will not use or allow anyone else to use Our Website to Post Content which is or may:
6.1.1 be malicious or defamatory;
6.1.2 consist in commercial audio, video or music files;
6.1.3 be illegal, obscene, offensive, threatening or violent;
6.1.4 be sexually explicit or pornographic;
6.1.5 be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age or affiliation with any person;
6.1.6 give the impression that it emanates from us or that you are connected with us or that we have endorsed you or your business;
6.1.7 solicit passwords or personal information from anyone;
6.1.8 be used to sell any goods or services or for any other commercial use;
6.1.9 include anything other than words (i.e. you will not include any symbols or photographs)
6.1.10 be incomplete or inaccurate or submitted otherwise than as requested by Our Website;
6.1.11 request personal information from other users nor Post any unnecessary personal information about you or any user without his permission.
6.1.12 link to any of the material specified above, in this paragraph.
7. Your Posting: restricted content
In connection with the restrictions set out below, we may refuse or edit or remove a Posting which does not comply with these terms.
In addition to the restrictions set out above, a Posting must not contain:
7.1. hyperlinks, other than those specifically authorised by us;
7.2. keywords or words repeated, which are irrelevant to the Content Posted.
7.3. the name, logo or trademark of any organisation other than yours.
7.4. inaccurate, false, or misleading information.
8. How we handle your Content
8.2. If you Post Content to any public area of Our Website it becomes available in the public domain. We have no control who sees it or what anyone does with it.
8.3. Even if access to your text is behind a user registration it remains effectively in the public domain because someone has only to register and log in, to access it. You should therefore avoid Posting unnecessary confidential information.
8.4. Posting content of any sort does not change your ownership of the copyright in it. We have no claim over it and we will not protect your rights for you.
8.5. You understand that you are personally responsible for your breach of someone else’s intellectual property rights, defamation, or any law, which may occur as a result of any Content having been Posted by you.
8.6. You accept all risk and responsibility for determining whether any Content is in the public domain and not confidential.
8.7. Please notify us of any security breach or unauthorised use of your account.
9. Removal of offensive Content
9.1. For the avoidance of doubt, this paragraph is addressed to any person who comes on Our Website for any purpose.
9.2. We are under no obligation to monitor or record the activity of any customer for any purpose, nor do we assume any responsibility to monitor or police Internet-related activities. However, we may do so without notice to you and without giving you a reason.
9.3. If you are offended by any Content, the following procedure applies:
9.3.1 Your claim or complaint must be submitted to us in the form available on Our Website, or contain the same information as that requested in our form. It must be sent to us by post or email.
9.3.2 we shall remove the offending Content as soon as we are reasonably able;
9.3.3 after we receive notice of a claim or complaint, we shall investigate so far as we alone decide;
9.4. We may re-instate the Content about which you have complained or not.
9.5. In respect of any complaint made by you or any person on your behalf, whether using our form of complaint or not, you now irrevocably grant to us a licence to publish the complaint and all ensuing correspondence and communication, without limit.
9.6. You now agree that if any complaint is made by you frivolously or vexatiously you will repay us the cost of our investigation including legal fees, if any.
10. Security of Our Website
If you violate Our Website we shall take legal action against you.
You now agree that you will not, and will not allow any other person to:
10.1. modify, copy, or cause damage or unintended effect to any portion of Our Website, or any software used within it.
10.2. link to Our Website in any way that would cause the appearance or presentation of the site to be different from what would be seen by a user who accessed the site by typing the URL into a standard browser;
10.3. download any part of Our Website, without our express written consent;
10.4. collect or use any product listings, descriptions;
10.5. collect or use any information obtained from or about Our Website or the Content except as intended by this agreement;
10.6. aggregate, copy or duplicate in any manner any of the Content or information available from Our Website, other than as permitted by this agreement or as is reasonably necessary for your use of the Services;
10.7. share with a third party any login credentials to Our Website;
10.8. Despite the above terms, we now grant a licence to you to:
10.8.1 create a hyperlink to Our Website for the purpose of promoting an interest common to both of us. You can do this without specific permission. This licence is conditional upon your not portraying us or any product or service in a false, misleading, derogatory, or otherwise offensive manner. You may not use any logo or other proprietary graphic or trademark of ours as part of the link without our express written consent.
10.8.2 you may copy the text of any page for your personal use in connection with the purpose of Our Website or a Service we provide.
11. Interruption to our service
11.1. If it is necessary for us to interrupt our service, we will give you reasonable notice where this is possible and when we judge the down time is such as to justify telling you.
11.2. You acknowledge that our service may also be interrupted for many reasons beyond our control.
11.3. You agree that we are not liable to you for any loss, foreseeable or not, arising from any interruption to our service.
12. Intellectual Property
12.1. We will defend our Intellectual Property rights in all countries.
12.2. Except as set out below, you may not copy, modify, publish, transmit, or sell, create derivative works from, distribute, perform, display, or in any way exploit any of our Intellectual Property or that owned by any third party and accessible to you via Our Website.
12.3. You may not use our name or logos or trademarks or any other content on any website of yours or that of any other person without our prior consent.
You agree that at all times you will:
12.4. not to cause or permit anything which may damage or endanger our title to any of our Intellectual Property.
12.5. notify us of any suspected infringement of the Intellectual Property;
12.6. indemnify us for any loss or expense arising from your misuse of the Intellectual Property;
12.7. on the expiry or termination of this agreement immediately stop using the Intellectual Property except as expressly authorised by the Company in writing;
12.8. not use any name or mark similar to or capable of being confused with any name or mark of ours;
12.9. so far as concerns Software provided or made accessible by us to you, you will not:
12.9.1 copy, or make any change to any part of its code;
12.9.2 use it in any way not anticipated by this agreement;
12.9.3 give access to it to any other person than you, the licensee in this agreement;
12.9.4 in any way provide any information about it to any other person or generally.
12.10. not use the Intellectual Property except directly in our interest.
13. Disclaimers and limitation of liability
13.1. The law differs from one country to another. This paragraph applies so far as the applicable law allows.
13.2. All implied conditions, warranties and terms are excluded from this agreement. If in any jurisdiction an implied condition, warrant or term cannot be excluded, then this sub paragraph shall be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.
13.3. We make no representation or warranty and accept no responsibility for:
13.3.1 the data security of the Product,
13.3.2 the availability or accessibility, without interruption, or without error;
13.3.3 malfunction in any hardware of yours;
13.3.4 malfunction in any Product provided by us unless you can prove that it was defective when you received it from us;
13.3.5 the provision or failure to provide any firewall;
13.4. We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website.
13.5. We shall not be liable to you for any loss or expense which is:
13.5.1 indirect or consequential loss; or
13.5.2 economic loss or other loss of turnover, profits, business or goodwill, even if such loss was reasonably foreseeable or we knew you might incur it.
13.6. This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies (who may enforce this provision under the Contracts (Rights of Third Parties) Act 1999 / Contracts (Rights of Third Parties) (Scotland) Act 2017, as well as to us.
13.7. If you become aware of any breach of any term of this agreement by any person, please tell us by email at address firstname.lastname@example.org.
14. You indemnify us
You agree to indemnify us against all costs, claims and expense arising directly or indirectly from:
14.1. your failure to comply with the law of any country;
14.2. your breach of this agreement;
14.3. any act, neglect or default by any agent, employee, licensee or customer of yours;
14.4. a contractual claim arising from your use of a Product;
14.5. a breach of the intellectual property rights of any person.
14.6. for the purpose of this paragraph you agree that the cost of our management and technical time is properly recoverable and can reasonably be valued at £100 per hour without further proof.
15. Dispute resolution
The following terms apply in the event of a dispute between the parties:
15.1. If you are not happy with our services or have any complaint then you must tell us by email message to email@example.com
15.2. If a dispute arises we hope you will agree to attempt to resolve it by engaging in good faith with us in a process of mediation or arbitration.
16. Miscellaneous matters
16.1. You undertake to provide to us your current land address, e-mail address, telephone and fax numbers as often as they are changed together with all information that we may require to enable us to fulfil our obligations under this contract.
16.2. When you visit Our Website or send messages to us by email, you are communicating with us electronically. We communicate with you by e-mail or by posting notices on Our Website. You agree that all our electronic communications satisfy any legal requirement that such communications be in writing.
16.3. If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
16.4. The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.
16.5. If you are in breach of any term of this agreement, we may:
16.5.1 terminate your account and refuse access to Our Website;
16.5.2 issue a claim in any court.
16.6. Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.
16.7. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
16.8. Any communication to be served on either party by the other shall be delivered by hand or sent by first class post or recorded delivery or by e-mail.
It shall be deemed to have been delivered:
if delivered by hand: on the day of delivery;
if sent by post to the correct address: within 72 hours of posting;
If sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender.
16.9. This agreement does not give any right to any third party under the Contracts (Rights of Third Parties) Act 1999 / Contracts (Rights of Third Parties) (Scotland) Act 2017 or otherwise, except that any provision in this agreement which excludes or restricts the liability of our directors, officers, employees, subcontractors, agents and affiliated companies, may be enforced under that Act.
16.10. Neither party shall be liable for any failure or delay in performance of this agreement which is caused by circumstances beyond its reasonable control.
16.11. The validity, construction and performance of this agreement shall be governed by the laws of England and Wales and you agree that any dispute arising from it shall be litigated only in that country.