Terms and Conditions
Terms and condition
Please Note
Sparta Software Ltd trading from Arch 30, P O Box 88, Sackville Street, Manchester M60 1QD registration number is 05483096. I-yell is the trading style of Sparta Software Ltd., referred henceforth as I-YELL.
1. Services
(a) I-YELL warrants that they will provide app software consultancy, creation and data hosting or other services specified in this agreement using all reasonable care and skill.
(b) I-YELL shall make all reasonable efforts to notify the customer of any planned changes that may affect the services provided. Such changes include, but are not limited to, changes to the network, routine and emergency maintenance downtime.
(c) Where I-YELL supplies, in connection with the provision of the Services, any goods or services supplied by a third party, I-YELL gives no warranty nor guarantee in relation to those goods or services. I-YELL shall, where relevant, assign to the customer the benefit of any warranty, guarantee or indemnity given by any third party supplying goods or services to I-YELL.
(d) Data hosting provision is subject to the terms and conditions of the third party provider (host). Details of how to view these terms and conditions shall be made available once I-YELL has determined, in its view, the most suitable host for the customer's needs. The customer shall be deemed to have full knowledge of such terms and conditions and the supply by I-YELL of services is subject to those terms and conditions.
(e) This contract is for iPhone, iPod, and iPad only unless specified otherwise and other operating systems are added at the request of the customer in writing during the contract period.
2. Acceptable use
(a) The Acceptable Use Policy of I-YELL defines actions which I-YELL considers to be abusive and therefore strictly prohibited.
(b) When using services supplied by I-YELL the customer must ensure that all services associated with its account are acceptable under the terms of the Acceptable Use Policy.
(c) In the event of breach of the policy by the customer, I-YELL reserves the right to suspend or withdraw services and in that event the customer shall not make any claims against I-YELL in respect of refunds for unused services and performance.
3. Acceptable Use Police
(a) The customer is prohibited from transmitting on, or through any services of I-YELL, any material that is, in the opinion of I-YELL, unlawful, obscene, threatening, abusive and libellous or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any local, national or international law. The services supplied by I-YELL may be used only for lawful purposes.
(b) Transmission, distribution, or storage of any information, data or material in contravention of UK, European, or other international regulation or law, or by the common law, is prohibited. Such material includes, but is not limited to, material protected by copyright, trademark, trade secret or any other statute.
(c) The Customer may not use the services of I-YELL to circumvent user authentication or the security of any host, network or account. Such circumvention includes, but is not limited to, accessing data not intended for the customer, logging into a server or account, the customer is not expressly authorised to access, password cracking, probing the security of other networks in search of weakness, or violation of any other organisation's security policy.
(d) In the event that I-YELL believes that a particular customer is abusing the resources of a server, I-YELL reserves the right to suspend or limit the services I-YELL would normally make available. Normal service will only be resumed when the customer has identified and rectified any anomalies within the web site. I-YELL may, at its discretion, make a charge to the customer for work carried out by I-YELL in identifying the abuse of the shared server resources.
(e) I-YELL will co-operate fully with investigations of violations of systems or network security, including co-operating with law enforcement authorities in the investigation of suspected criminal violations. A customer who violates systems or network security may be subject to criminal or civil liability.
(f) Any material including text, graphics, photographs, designs, trademarks or any other form of material for inclusion on the app, whether provided electronically to I-YELL or where it is requested to scan such material into its computer, will be assumed to be the property of the customer or it will be assumed that the customer has permission from the rightful owner to use such material and will defend, indemnify, save and hold harmless I-YELL from any liabilities, losses, costs and claims including all legal fees that may arise or result from the use of such material as instructed by the Customer.
4. Confidentiality
(a) I-YELL will protect the confidentiality of the Customer's information, account information and personal communications as far as possible, consistent with the law and the legitimate interests of I-YELL.
(b) I-YELL will use Customer information as required to conduct its day to day business and provide information on new or upgraded services, special offers or other services which may be of interest to the customer.
(c) I-YELL will not disclose its Customers' account information unless I-YELL has reason to believe that disclosing such information is necessary to identify, make contact with, or bring legal action against someone who may be causing harm or interfering with the rights property of I-YELL, its customers or others, or where I-YELL has a legitimate belief that the law requires such disclosure or is instructed by a court to make such disclosure.
(d) I-YELL will not, except for the reasons set out below, disclose to third parties the contents of any communications I-YELL holds or generates relevant to its Customers. The circumstances under which I-YELL will disclose such Customer communication are:
(i) When it is necessary in order to provide services to the Customer.
(ii) When it is necessary to protect the legitimate interest of I-YELL and its customers.
(iii) When it is required to co-operate with interception orders, warrants, or other legal process which I-YELL, in its sole discretion, determines to be valid and enforceable.
(iv) When it is necessary to provide to a law enforcement agency with the contents of communications inadvertently obtained by I-YELL and which appear to relate to commission of a crime.
(e) I-YELL disclaims any intention to censor, edit or engage in ongoing review or surveillance of communications stored on, or transmitted through its services unless ordered to make such information available by a court. I-YELL will review, delete or block access to communications which may harm I-YELL, its customers or third parties.
(f) I-YELL disclaims any and all liability in relation to any customer web site links requested by the Customer as part of a service provided by I-YELL. Such external web sites may have their own privacy and confidentiality provisions in place, which may be different to those of I-YELL. It is the responsibility of the Customer to familiarise himself with such policies.
5. App Registrations
(a) I-YELL will use its best endeavours to effect the successful registration of an app itself, or through its agents, as requested by the Customer. I-YELL does not accept any liability for failing to register such app names requested by the Customer.
(b) It is the responsibility of the Customer to ensure that the details provided are correct and valid at the time of a new app name registration to I-YELL. Details must include the registrant's name, company or individual's name, full address, postcode, country, valid e-mail address and international telephone number.
(c) I-YELL does not operate a cancellation process for new app name registrations or refund any charges in respect of the app name registration with a mobile operating system.
(d) Transfers to or from I-YELL are completed free but may be subject to adding one year to the app's expiration date and the associated costs of such addition will be passed on to the Customer by I-YELL.
(e) When requested to transfer an app to another developer I-YELL will endeavour to complete its obligation within 7 working days, and on completion of the transfer the customer will pay I-YELL the sum of £25.
(f) Where I-YELL is not the app administer or developer I-YELL gives no warranty for the completion of any transfer.
(g) No app can be transferred to an alternative software provider if the Customer's account is in arrears, whether or not the name is owned by the Customer.
(h) If I-YELL is the administrator the app name, the Customer will, when appropriate, request I-YELL to amend the registrant's details accordingly. These changes will be carried out by I-YELL free of charge, except where a change of ownership applies.
(i) App name registrations/renewal/change of detail fees will be paid by I-YELL on behalf of the Customer. The Customer will reimburse I-YELL.
(j) The registration and use of app names on the various mobile operating systems are subject to the requirements of the mobile operating system with whom the app developed for.
(k) I-YELL will register apps names and configure them to I-YELL hosting provider. If the Customer has already registered an app, such app will be configured to the mobile operating system. I-YELL does not accept any responsibility for and is not liable for the following:
(i) Suspension or loss of an app name.
(ii) Interruption of business.
(iii) Infringement of the rights of a third party either directly or indirectly.
(iv) App already registered by a third party or by the Customer.
(m) I-YELL will make every reasonable effort to design CMS for acceptable display in the most popular browsers. I-YELL does not accept responsibility for any pages that do not display acceptably in less browsers or more recent versions of browsers released after the pages have been created. I-YELL does not accept responsibility or liability for any search engine, on-line directory or search site, which does not display the CMS created by us. Current CMS is designed for uses for IE8+ and Apple Safari.
(n) I-YELL cannot guarantee that any mobile operating system will index or list any app or apps that are submitted to them by I-YELL.
(o) I-YELL cannot guarantee that the customer will receive any email, online orders, bookings, visitors and so forth from apps.
6. Network
(a) I-YELL Network is comprised of all equipment under the control of I-YELL.
(b) I-YELL Network does not include:-
(i) Equipment located on the Customer's premises.
(ii) Telephone circuits between a POP and the Customer's location.
(iii) Any networks or network equipment not owned or controlled by I-YELL.
(c) I-YELL will make all reasonable efforts to notify the customer of any planned changes to the I-YELL network of facilities which affect the services provided.
7. Payments
(a) Unless otherwise agreed in writing, all services will be invoiced on completion. Where monthly subscriptions are agreed, these shall be paid by monthly standing order or direct debit on an agreed monthly date.
(b) Payment is due from the Customer 15 days from the date of the invoice. The customer shall ensure that all payments are received by I-YELL on or before the due date.
(c) I-YELL reserves the right to suspend services, without notice, in the event the Customer fails to make the required payment by or on the due date.
(d) Interest on late payments will be charged under the provisions of the Late Payment of Commercial Debts (Interest) Act 1998. Details of this may be found at the following link: http://www.opsi.gov.uk/ACTS/acts1998/ukpga_19980020_en_1. Interest for late payment will be charged at 8% per month.
(e) In the event of I-YELL reinstating services, I-YELL will charge the Customer for each service reinstated.
(f) Any payment from the Customer returned by I-YELL's Bank will result in I-YELL charging a £25 administration fee which will be added to the original invoice.
(g) If, after commissioning bespoke apps the Customer withdraws from his contract with I-YELL, the Customer will be invoiced for the proportion of work already completed by I-YELL. This will be charged at a minimum rate of £350 per day in either completed, part completed or concept stage. Where monthly subscriptions are agreed this minimum shall be subject to 9 (b) below.
(h) Upon receipt of payment the app will be uploaded on to a mobile operating system where the app will be hosted for an initial period of 12 months. I-YELL will not be liable for any loss or damage, whether indirect, direct, incidental, consequential which may experienced by the Customer and caused by the third party mobile operating system.
(i) Upon receipt of payment I-YELL will set up CMS passwords for the customer to use for the initial period of 24 months. The Customer will provide 2 account names and passwords for use in this respect. I-YELL will not be liable for any loss or damage, whether direct, indirect, incidental or consequential which may be experienced by the customer and which is caused by any third party provider, nor for any loss or damage, whether direct, indirect, incidental or consequential which may be caused by the customers use of any controlled panel or FTP (file transfer protocol) provision supplied by I-YELL. The Customer will provide the names of one/two recognised IT consultants for this purpose if the customer requests. I
(j) I-YELL will provide the Customer with 4 app upgrades during the initial period of 24 months free of charge.
8. Costs
(a) Costs for services procured or guaranteed for the contractual period shall be agreed between I-YELL and the Customer.
(b) I-YELL shall neither increase nor did decrease costs charged to the Customer shall the cost to I-YELL increase or decrease during the contractual period in respect of third party hosting. Where a request is made for increased service provision, an agreed (in writing) cost increase shall apply.
(c) I-YELL reserves the right to change its cost structure at any time. Such cost changes will not affect existing contractual agreements between I-YELL and the customer.
(e) Any cost of include operating systems other than Apple iPhone, iPod, and iPad costs will be charged and added as to this contract.
9. Contract duration
(a) The duration of the Contract between I-YELL and the Customer shall be determined by the services purchased by the Customer.
(b) The Customer may only give Notice to cancel services after a minimum 24 months has elapsed and only then by providing 3 months written notice, issued by email after 21 months. The 3 months notice shall commence from the date of a return email from I-YELL or one of its officers acknowledging the termination date. I-YELL will not refund any monies received. For the avoidance of doubt, the absolute minimum contract period is 24 months unless otherwise established at outset.
(c) I-YELL may terminate the Customer's contract at any time if the Customer commits a repeated or material breach of an obligation under these terms and conditions, becomes bankrupt, has an interim receiving order made against him, enters into any deed of arrangement with creditors, or becomes a patient under the Mental Health Act 1983, is subject to a winding up order, has been placed in receivership, or has ceased trading.
(d) All costs and fee shall be due in the case of continuation to use our service after any '30 day free trials' unless notified within the free trial period.
(d) The Customer may request the upgrade of a service at any time. If the Customer has exceeded the minimum term of the service procured, I-YELL will enter into new contract negotiations with the Customer.
10. Limitations
(a) Whilst I-YELL will at all times make every effort to ensure the standard and delivery of services, I-YELL gives no warranty of any kind, expressed or implied, for the services provided to the customer. Such lack of warranty includes, but is not limited to, loss of business, loss of data and all services interruptions.
11. Exclusions
(a) I-YELL shall have no liability to the Customer if the Customer's account is in arrears, I-YELL has suspended or withdrawn services as a result of the customer's breach of any of these terms and conditions, is subject to a winding up order, has been placed in receivership, or has ceased trading, has become bankrupt, has had an interim receiving order made against him, enters into any Deed of Arrangement with creditors, or becomes a patient under the Mental Health Act 1983.
12. Terms and Conditions
(a) From time to time, it will be necessary to up-date these terms and conditions and the Customer agrees to be bound by the new terms and conditions by their use of the app after the implementation date for them.
(b) I-YELL reserves the right to impose immediate implementation of any new terms and conditions where necessary for the protection of its system. Should the customer find any new terms and conditions unacceptable, the customer shall be granted a refund of any unexpired part of their subscription and the customer agrees, that, save for this refund, the customer shall not make any claim whatsoever for compensation in relation to the cancellation or withdrawal of their subscription. Any refund of an unexpired part of any subscription shall only be paid where 15 months of the agreement has already expired. The customer agrees that any payment subscription that falls short of the absolute minimum 15 months period shall be deemed due and shall be settled within 15 days.
(c) The Customer is responsible for reviewing information regularly posted on line in the terms and conditions pages. These can be viewed at http://www.i-yell.co.uk/terms
(d) I-YELL will post a new copy of any new terms and conditions within seven days of production.
13. Indemnity
(a) The Customer shall defend, indemnify, save and hold harmless I-YELL against any and all demands, liabilities, losses, costs and claims, including all the legal fees, that may arise or result from any service provided or performed or agreed to be performed, by a Customer, its clients, agents, employees or representatives. Such liabilities include, but are not limited to
(i) Any injury to any person or property caused by any products sold or otherwise distributed in connection with I-YELL Services.
(ii) Any materials supplied by a Customer infringing or allegedly infringing the proprietary rights of a third party.
(iii) Copyright infringements.
(iv) Any defective product sold via I-YELL Services.
(b) The Customer will comply with all statutes and regulations without I-YELL being required to specify the same in respect of goods advertised through the Customer's app, enquiries received by customers and enquiries processed through any app and or system provided by I-YELL.
(c) I-YELL will use every reasonable endeavour to insure the integrity and security of the app and server but does not guarantee the app and server will be free from unauthorised users or hackers and shall be under no liability for non receipt or mis-routing of data or for any other failure of data transmission.
14. Copyright
(a) Ownership of the layout and design of any apps created by I-YELL, and the copyright therein, shall remain with I-YELL.
15. Disputes
(a) All disputes, differences and questions which at any time arise between I-YELL and the Customer arising out of or in respect of these terms and conditions shall be referred to a single arbitrator in accordance with the provisions of the Arbitration Act 1950 or any statutory modification or re-enactment of it for the time being in force.
16. Health & Safety
(a) I-YELL undertakes to comply with the requirements of the Health & Safety at Work Act 1974 and other relevant statutory provisions currently in force during the period services are being supplied.
17. Force Majeure
(a) If I-YELL is prevented from carrying out its services as a result of circumstances beyond its control, such services shall be suspended during any period of delay so caused. Such circumstances include, but are not limited to an act of god, riot, explosion, fire, flood, strikes, lock-out, war or government restrictions.
18. Jurisdiction
(a) The laws of England and Wales shall apply to these terms and conditions.
(b) By sending your first payment to the company you agree to all the terms and condition of this contract.
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