Terms of use for our web-based services

  1.  Introduction
    1. eltalking is a trading name of elconsulting Cambridge Limited.  These terms of use apply to your access to and your use of the know-how (know-how) and materials (materials) on our eltalking website.
  2.  Authority and/or licence to access and use the know-how and materials
    1. We authorise and/or licence you and your UK based employees to access and use the know-how and materials on our website.
    2. This authority and/or licence will start when you pay us the initial cost and /or licence fee and will end if:
      1. The period of your subscription expires without your agreeing to renew the licence on the terms and for the licence fee then applying; or
      2. This licence is terminated under clause 8.
    3. You may search and view the know-how and the materials only for your own use.
    4. Unless we otherwise agree in writing this licence does not authorise any of your employees who are based outside the UK to access and use the know-how and materials on our eltalking website.
  3.  Your obligations
    1. You will take reasonable steps to ensure that your employees comply with the terms of use for our website in this agreement and do not:
      1. Copy, print out or otherwise reproduce any know-how nor any materials, except as permitted under this agreement or authorised by us in writing;
      2. Make any part of the Know-how or the Materials available to anyone who is not one of your employees; or
      3. Purport to assign or otherwise dispose of your rights under this authority.
    2. You will take reasonable steps to ensure that nobody other than your employees accesses the know-how and materials using accounts created with your username and password.
    3. You acknowledge and agree that we own all intellectual property rights in the know-how and materials. Except as expressly stated in this agreement, this licence/authority does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the know-how, materials or any related documentation.
    4. You are responsible for configuring your information technology, computer programmes and platform in order to access the know-how and materials. Notwithstanding this condition 3.4, you should use your own virus protection software.
  4.  Our obligations and disclaimer
    1. We warrant that you will not infringe any third party intellectual property rights by using the know-how and materials and we will indemnify you against losses, costs or expenses you may incur as a result of any claim that the use by you of the know-how infringes any third party intellectual property rights, provided you notify us within a reasonable time of any such claim being made.
    2. We give no warranty or assurance in respect of the know-how or the materials except as set out in condition 4.1 above.
  5.  Charges and payment
    1. You agree to pay us the product cost/ licence fee which we will agree with you.
    2. Payment can be made via our website e-commerce platform or by Invoice. Payment for Invoices shall be made by BACS transfer to a bank account which we will nominate, or by cheque. Web payment conditions see 13.5,6,7,8,9,10,11,12,13.
    3. Without prejudice to any other right or remedy that it may have, if you fail to pay us on any due date we may:
      1. Charge interest on such sum from the due date for payment at the annual rate of 5% above the base lending rate from time to time of Lloyds TSB Bank Plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and you will pay the interest immediately on demand. We may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
      2. Suspend access to our website until payment has been made in full.
    4. Time for payment shall be of the essence of the Contract.
    5. All sums payable to us under our contract with you shall become due immediately on its termination, despite any other provision. This condition 5.5 is without prejudice to any right to claim for interest under the law, or any such right under our contact with you.
    6. We may, without prejudice to any other rights we may have, set off any liability of you to us against any liability we have to you.
  6.  Confidentiality
    1. We each agree that we will not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by condition 6.2.
    2. Each of us may disclose the other party’s confidential information:
      1. To its employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out the party’s obligations under this agreement  Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this condition 6; and
      2. As may be required by law, court order or any governmental or regulatory authority.
    3. We each agree not to use any of the other party’s confidential information for any purpose other than to perform our obligations under this licence.
  7. Limitation of liability – YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION
    1. This condition 7 sets out our entire financial liability to you (including any liability for the acts or omissions of our employees, agents, consultants, and subcontractors) in respect of:
      1. Any breach of the our contract with you;
      2. Any use made by you of the Services, or any materials we provide to you; and
      3. Any representation, statement or tortuous act or omission (including negligence) arising under or in connection with our contract with you.
    2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from our contract with you.
    3. Nothing in these conditions limits or excludes our liability:
      1. For death or personal injury resulting from negligence; or
      2. For any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation by us.
    4. Subject to condition 7.2 and condition 7.3, we will not be liable to you for loss of profits, business, goodwill, anticipated savings or for loss of goods, for the loss or corruption of data, or for or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
    5. Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to £10.000.
  8.  Data protection
    1. You acknowledge and agree that your details and the personal data of your employees will be processed by us in connection with the contract between us and the provision of the Services.  By submitting any individual’s personal information to us, you agree and confirm your authority from such other individual to our collection and use of that personal information.
  9.  Termination
    1. We may at any time terminate our contract with you if you commit a material breach of these conditions and (if it is capable of remedy) fail to remedy the breach within 30 days of being required by written notice to do so.
    2. We may also terminate our contract with you if you go into liquidation, become bankrupt, have a receiver appointed, make a composition or voluntary arrangement with your creditors or enter into administration or if a moratorium comes into force in relation to you.
    3. We may terminate our contract with you if any invoice we have issued to you remains unpaid 30 days after its date.
    4. On termination of our contract with you (however arising), the following conditions shall survive and continue in full force and effect: conditions 5, 6, 7, 8, 9 and 13.
  10.  Force majeure
    1. We shall have no liability to you if we are prevented from, or delayed in performing any of our obligations to you by acts, events, omissions or accidents beyond our reasonable control.
  11.  Assignment
    1. You may not, without our prior written consent, assign, transfer, or deal in any other manner with all or any of your rights or obligations under our contract with you.
    2. We may at any time assign, transfer, or deal in any other manner with all or any of its rights our contract with you.  We may also subcontract or delegate any of our obligations under to any third party or agent.
  12.  Whole agreement and variations
    1. These terms and our service outline will constitute the whole agreement between the two of us.  You acknowledge that, you have not relied on any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract).   Nothing in this condition shall limit or exclude any liability for fraud.
    2. No variation of the Contract or these conditions or of any of the documents referred to in them shall be valid unless it is in writing and signed by or on behalf of each of one of us.
  13.  General
    1. No failure or delay by either of us in exercising any of our rights under any contact between us shall be deemed to be a waiver of that right.  No waiver of any breach of any contract shall be considered as a waiver of any subsequent breach.
    2. If any of these conditions is held to be invalid or unenforceable in whole or in part, the validity of the other conditions will not be affected.
    3. Nothing is these conditions is intended to confer on any person any right to enforce any terms of any contract between us which that person would not have but for the Contracts (Rights of Third Parties) Act.
    4. These conditions and the terms of any contract between us are to be interpreted in accordance with the laws of England and will be subject to the jurisdiction of the English courts.
    5. We may provide an online payment platform, giving you the ability to make online payments to us via PayPal, credit card, debit card or other payment options. We may change or withdraw such platform at any time in our sole discretion.
    6. Although we may provide the technical platform to enable such payments, we are not responsible for the payment solutions themselves. In particular, we are not responsible for any decision taken by PayPal or another provider to decline your payment, based on its risk assessment of you or that transaction. You shall not hold us liable for any losses you suffer as a result of making an online payment. If you need customer support in relation to an online payment, you should contact PayPal or your bank or credit card provider (as relevant).
    7. You agree to indemnify and keep us indemnified from and against any and all claims, actions, proceedings, damages, losses, liabilities and expenses (including legal fees) suffered or incurred by us arising out of or in connection with your use of our online payment platform. To make payments to us, in particular any claims from, PayPal or other payment solution providers resulting from your actions or omissions.
    8. In the event of any litigation arising from accessing the data on this web site, the user agrees that any such litigation will only be subject to English law and would only be tried in English courts.