Terms & Conditions v1.02
This document sets out the terms and conditions between 13 Spiders Limited, a
company incorporated in England and Wales (Registered Number 5154859) whose
registered office is at 15 Orchard Street Bristol BS1 5DX and the Customer (as
defined below) in relation to the provision of spider office. It applies in
place of any earlier agreement or understanding between the parties.
Please read these terms & conditions carefully when ordering and signing up to
spider office.
Definitions:
In these terms, unless the context otherwise requires, the following expressions
have the following meanings:
“SpiderGroup” means 13 Spiders Limited or any company which is a holding company
or subsidiary of 13 Spiders Limited and where appropriate, its employees, agents
or subcontractors;
“Confidential Information” means all information obtained by one party from the
other which is expressly marked as confidential or which is manifestly
confidential or which is confirmed in writing to be confidential within 7 days
of its disclosure;
“Customer” means the person to whom the Services are supplied under these Terms;
“Customer’s Material” means the Customer’s data loaded, received, maintained or
transmitted by SpiderGroup on the System for the Customer under these Terms;
“Domain Name” means the domain name of the Customer used in connection with the
Services;
“Effective Date” means the commencement date of the Services;
“the Services” means the services that have been selected by the Customer to be
supplied by SpiderGroup pursuant to these Terms;
“the SLA” means the Service Level Agreement applicable to the Services as set
out in the SLA document
“Products” means any software provided to the Customer for use of the Services
“System” means the server and other equipment (as enhanced from time to time)
belonging to or used by SpiderGroup for the provision of the Services;
“spider office” means the services delivered to the customer
“Terms” means these terms;
“Third Party Property” means any graphics, screen designs, audio-visual effects,
pictures, software and other proprietary material belonging to a third party and
which form part of the customer material;
By using the Services, you represent and warrant that you: (i) are authorised to
bind yourself and any other party on whose behalf you use the service and (ii)
agree for yourself to be bound by all of these terms, including the disclaimer
of warranty and limitation of liability sections set forth below, to the
exclusion of any other rights and obligations, such as those listed on a
purchaser order.
If any of the provisions of these Terms shall be unlawful, void, or for any
reason unenforceable, then that provision shall be deemed severable from these
Terms and shall not affect the validity and enforceability of any remaining
provisions.
Supply of the Services
SpiderGroup shall supply the Services in accordance with these Terms.
SpiderGroup reserves the right to control, direct and establish technical
procedures for the use of the Server and provision of the Services and the
Customer shall follow the reasonable instructions and procedures of SpiderGroup.
SpiderGroup may make necessary operational changes to the Services without prior
notice.
SpiderGroup has obtained and shall use its best endeavors to ensure that it
retains all necessary consents, licences or certifications required for the
provision of the Services.
SpiderGroup undertakes to maintain service levels for each Service as set out in
the relevant SLA.
SpiderGroup shall, either on its own reasonable judgment, or on request by the
Customer, promptly suspend availability of the Services over the Internet.
SpiderGroup shall likewise, on its own reasonable judgment or on request by the
Customer, promptly resume the provision of the Services following such
suspension provided that the Customer shall have complied with its payment
obligations pursuant to clause 5.
SpiderGroup shall maintain reasonable safeguards against the destruction, loss
or unauthorised alteration of the Customer’s Material, and shall maintain
reasonable security procedures to restrict the destruction, corruption or
unauthorised access to the Customer’s Material, including back up material.
SpiderGroup will at all times implement and use appropriate virus-protection
procedures and software.
Conduct
You are solely responsible for the content of your transmissions when using the
Services. SpiderGroup does, however, reserve the right to take any action with
respect to the same that SpiderGroup in its sole discretion deems necessary or
appropriate. Your use of the Service is subject to the end user licence
agreement set forth below and all applicable national and international laws and
regulations.
You agree: (i) to comply with all applicable United Kingdom laws, rules and
other regulations appropriate; (ii) not to post, distribute, or otherwise make
available or transmit any software or other computer files that contain a virus
or other harmful component; (iii) not to use the Service for illegal purposes;
(iv) not to delete from the Service, documentation or any web site used in
connection with the Service any legal notices, disclaimers, or proprietary
notices such as copyright or trademark symbols, or modify any logos that you do
not own or have express permission to modify; (v) not to interfere or disrupt
networks connected to the Service; (vi) not to use the Service to infringe any
third party's copyright, patent, trademark, trade secret or other proprietary
rights or rights of publicity or privacy; and (vii) not to transmit any
unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or
otherwise objectionable material of any kind or nature. You will not attempt to
gain unauthorised access to other computer systems or interfere with another
user's use and enjoyment of the Service.
Modifications
Subject to a requirement of 30 days’ notice, SpiderGroup may amend these Terms
at any time by (i) posting a revised Terms document on or accessible through
https://www.stretchingtheweb.com and/or (ii) sending information regarding the
Terms amendment to the email address you provide to SpiderGroup. You manifest
intent to accept these amended terms if you continue to use any of the Services
or Licensed Products after such amended terms have been posted or sent to you.
If you do not agree with any such modifications you shall notify SpiderGroup
during that 30 day period and at the end of the 30 day period the Agreement
shall be deemed terminated unless SpiderGroup agrees to waive such modifications
to which you object. Otherwise, these Terms may not be amended except in
writing signed by both parties. Further, SpiderGroup reserves the right to
modify or discontinue the Service with or without notice to you. SpiderGroup
shall not be liable to you or any third party should SpiderGroup exercise its
right to modify or discontinue the
Services.
Passwords and Security
You agree to carefully safeguard all of your passwords. You are solely
responsible if you do not maintain the confidentiality of your passwords and
account information. Furthermore, you are solely responsible for any and all
activity that occurs under your account. You agree immediately to notify
SpiderGroup of any unauthorised use of your account or any other breach of
security known to you, including if you believe that your password or account
information has been stolen or otherwise compromised. Access to, and use of,
password-protected and/or secure aspects of the Services is restricted to
authorised users only. Unauthorised individuals attempting to use the Services
may be subject to prosecution.
SpiderGroup is not liable for any loss incurred by you, resulting from another’s
use of your password or account, either with or without your knowledge. However,
you may be held liable for losses incurred by SpiderGroup or another party due
to another’s use of your account or
password.
You shall not use someone else’s account at any time, without the permission of
the account holder.
SpiderGroup will never send an email asking for a user’s username and password
or its Windows username and password. To keep the Services secure, all usernames
and passwords should be kept
confidential.
End User Licence Agreement
This end user licence agreement grants a right and licence allowing you to use
the Licensed Programs associated with the Services under certain restrictions,
terms and conditions (the "Licence Agreement"). You are consenting to be bound
by this Licence Agreement.
The Licensed Programs are made available for download solely for use by you
according to this Licence Agreement. Any reproduction or redistribution of the
Licensed Programs that is not in accordance with this Licence Agreement is
expressly prohibited by law, and may result in severe civil and criminal
penalties. Violators will be prosecuted to the maximum extent possible.
SpiderGroup is not transferring title of the Licensed Programs to you.
You acknowledge that the Licensed Programs are proprietary to SpiderGroup and
other 3rd Parties and are protected by copyrights, trademarks,
service marks, patents and/or other proprietary rights and laws. Therefore, you
agree that you are only permitted to use the Licensed Programs as expressly
authorised by SpiderGroup and this License Agreement. You may not remove any
proprietary notices or labels from the Licensed Programs.
You may copy the Licensed Programs for archival purposes only, provided any copy
must contain all original proprietary notices. However, you may not alter,
modify, redistribute, sell, auction, decompile, reverse engineer, disassemble or
otherwise reduce the Licensed Programs to a human-readable form. You may not
reproduce (except for archival purposes), distribute or create derivative works
based on the Licensed Programs without expressly being authorised in writing to
do so by SpiderGroup. Further, you may not rent, lease, grant a security
interest in or otherwise transfer rights to the Licensed Programs. All rights
not expressly granted in this Licence Agreement are reserved to SpiderGroup.
Disclaimer of Warranties
Although SpiderGroup has attempted to provide accurate information with regard
to the Services, SpiderGroup assumes no responsibility for the accuracy or
inaccuracy of the information. SpiderGroup may change the Services at any time
without notice. Mention of non-SpiderGroup products or services is for
information purposes only and constitutes neither an endorsement nor a
recommendation.
All information, service, documentation and products provided by SpiderGroup
pursuant are provided "as is" without warranty of any kind, either expressed or
implied, including, but not limited to the implied warranties of
merchantability, fitness for a particular purpose, or non-infringement, or
arising from a course of dealing, usage, or trade
practice.
Limitations of Damages and Liability
SpiderGroup and its suppliers shall not be liable for any indirect, special,
consequential, or incidental damages including, without limitation, lost profits
or revenues, costs of replacement product or service, loss or damage to
information or data arising out of the use or inability to use the products.
Under no circumstance, including but not limited to negligence, shall
SpiderGroup be liable for damages resulting from use of the Services, or
reliance on the information presented in connection with the products, even if
SpiderGroup or its suppliers have been advised of the possibility of such
damages.
In no event shall SpiderGroup’s total liability from all damages, losses, and
causes of action (whether, in contract, tort or otherwise) exceed the amount you
paid to SpiderGroup, if any, for the Services during the 12 months immediately
before the claim arose. Applicable law may not allow the exclusion of implied
warranties, or the above limitations of liability, so the above exclusions may
not apply to you.
Title
Title, ownership rights and intellectual property rights in the Services shall
remain with SpiderGroup or its suppliers. The Services are protected by
copyright and other intellectual property laws and by international treaties.
Title and related rights in the content accessed through the Service is the
property of the applicable content owner and is protected by applicable law. The
Licence granted under this Agreement gives the Licensee no rights to such
content. SpiderGroup, associated logos, and other names, logos, icons and marks
identifying SpiderGroup’s products and services are trademarks or service marks
of SpiderGroup (collectively the "Trademarks") and may not be used without the
prior written permission of SpiderGroup. All other product names mentioned are
used for identification purposes only and may be trademarks of their respective
holders. Nothing should be construed as granting, by implication, estoppel, or
otherwise, any licence or right to use any Trademark without the written
permission of SpiderGroup or such third party that may own the Trademarks. Your
use of the Trademarks except as provided in these Terms is strictly
prohibited.
Fees and Renewals
A Set-up fee is a one-off payment that does not entitle the Customer to use the
Services as these are covered under the monthly subscription fee.
Payment of the subscription fee will be by Direct Debit Monthly in advance and
your subscription will automatically renew each calendar month unless you give
30 days written (including email) notice of non-renewal.
Force Majure
SpiderGroup will not be liable to the Customer for any delay in, or failure of,
the Services or the Internet due to any occurrence, event or cause beyond
SpiderGroup’s reasonable control, which may prevent or hinder the performance of
SpiderGroup of any of its obligations under this Agreement.
Duration and Termination
These Terms shall commence on the Commencement date (whether or not the Customer
in fact accesses the Services) and shall continue for a minimum period one
month.
SpiderGroup may immediately terminate your subscription and right to use the
Services and Licensed Programs if (i) you breach these Terms; (ii) SpiderGroup
is unable to verify or authenticate any information you provide to SpiderGroup;
(iii) such information is or becomes inaccurate; or (iv) SpiderGroup decides, in
its sole discretion, to discontinue offering the Services. SpiderGroup shall not
be liable to you or any third party for termination of the Services. Upon
expiration or termination for any reason, you are no longer authorised to use
the Licensed Products. The Customer is required to remove all Licensed Programs
and to destroy any archived software. When this Agreement is terminated and/or
your subscription is cancelled, you will no longer have access to data and other
material you have stored in connection with the Services and that material may
be deleted by SpiderGroup. All disclaimers, limitations of warranties and
damages, and confidential commitments set forth in this Agreement or otherwise
existing at law survive any termination, expiration or rescission of the
Agreement.
Assignment and Sub-contracting
SpiderGroup may perform any of the obligations undertaken by it and exercise any
of the rights granted to it under these Terms through any other company which at
the relevant time is its holding company or subsidiary (as defined by section
736 of the Companies Act 1985, as amended) or the subsidiary of any such holding
company, and any act or omission of any such company shall for the purposes of
this agreement be deemed to be the act or omission of SpiderGroup.
SpiderGroup may assign or sub-contract the benefit (but not the burden) of these
Terms or its rights thereunder to any person, firm or contractor.
Third Parties
SpiderGroup and the Customer confirm their intent not to confer any rights on
any third parties by virtue of these Terms and accordingly the Contracts (Rights
of Third Parties) Act 1999 shall not
apply.
High Risk Activities
The Services are not fault-tolerant and are not designed, manufactured or
intended for use or resale as on-line control equipment in hazardous
environments requiring fail-safe performance, such as in the operation of
nuclear facilities, aircraft navigation or communication systems, air traffic
control, direct life support machines or weapon systems in which the failure of
the Services could lead directly to death, personal injury or severe physical or
environmental damage ("High Risk Activities"). Accordingly, SpiderGroup and its
suppliers specifically disclaim any express or implied warranty of fitness for
High Risk Activities.
Indemnification
You are responsible for maintaining the confidentiality of your account and
password(s). You are also responsible for all activities that occur under your
account. You hereby agree to indemnify, defend and hold SpiderGroup and its
affiliates, officers, directors, owners, information providers, agents,
licensees, licensors (“The Indemnified Parties”) harmless from and against any
and all liabilities, claims, costs, including reasonable solicitor’ fees,
incurred by The Indemnified Parties in connection with any demand, claims,
action, suit, or loss arising as a result of any breach by you of these terms of
use or claims arising from your account. You agree to use your best efforts to
cooperate with SpiderGroup in the defence of any demand, claim, action or suit.
SpiderGroup reserves the right to assume the exclusive defence of any matter
subject to indemnification by you at SpiderGroup’s own expense.