Terms & Conditions

Version 3.0, effective date 23rd January 2008

Please read these Terms and conditions carefully as by requesting our services You are agreeing to be bound by them.

These Terms and conditions govern our supply to You of our inbro Service which We have described in detail on our website at http://inbro.net (the inbro Service).

Our Terms and conditions of service are those Terms which are in force on the day that You ask Us to supply You with the inbro Service, and such Terms will govern our supply of that service to You; or, if different, those Terms which are in force on the day on which You pay Us to process more Orders (as explained in more detail below) on Your behalf, and such later Terms will govern Our supply of Our services in relation to such additional Orders.

These Terms and conditions may change from time to time, but You can always check any changes by visiting our website.

For a definition of the inbro Service please see the Service level agreement.

1. Interpretation

1.1 Certain words in these Terms and conditions have particular meanings. These are set out below:

"Masterdocument" is defined in the Service level agreement;

"inbro Account" is defined in the Service level agreement;

"inbro Service" is defined in the Service level agreement;

"inbro Reporting System" is defined in the Service level agreement;

"inbro" is defined in the Service level agreement;

"Order" is defined in the Service level agreement;

"User" is defined in the Service level agreement;

"Set up" means the process whereby the inbro Service is initiated in respect of a Masterdocument and You are supplied with the computer code which will enable You to install (in respect of the Masterdocument in question) the main components of the inbro Service on your website;

"Terms" means these Terms and conditions including any material annexed to it;

"Us", "We", "Our", "Ours" refer as the context allows, to the proprietor(s) of the inbro Service or any undisclosed agent appointed by the same;

"Website" means all the interconnected web pages found at http://inbro.net

"You", "Your" means You, the business who is, or whose member of staff is, reading these Terms and "Yours" shall be construed accordingly.

1.2 The plural shall include the singular and the singular the plural.

1.3 Any headings in this Agreement are for convenience only and shall not be used as an interpretative aid in any manner whatsoever.

2. Trademark Notice

2.1 Our names and icons are our trademarks. It is our policy to litigate over any breaches.Breaches shall include using the same words in relation to the provision of any Service similar to the inbro Service. Breaches shall also include using a name, names, icon or icons that may result in individuals or businesses being confused into thinking that they are dealing with Us.

3. Copyright Notice

3.1 The copyright in the contents of all the pages in our website are owned by or licensed to Us. You must not copy reproduce distribute post or transmit or link to any page for commercial or business reasons unless You have first received our written permission to do so.

4. Agreement Term

4.1 The minimum term of service is one calendar month. Thereafter We shall bill you for Our Services every calendar month. Subject to 7.3, these Terms may be terminated by You or Us by giving a minimum of 30 days written notice to the other to take effect on the last day of the month expiring on or after the period of 30 days from the day on which the notice to terminate is given. You can give Us notice to terminate by email to service@inbro.net. We will give notice to terminate to the email address that You supply to us on Set Up, or from time to time.

5. inbro Service

5.1 Your application to be supplied with the inbro Service constitutes an offer from You, which We may, or may not accept. We will not enter into any correspondence over offers that We do not accept.

6. Fees

6.1 There are fees payable to us to have the inbro Service made available so that Masterdocuments can be presented and despatched to Users in the agreed format. We will notify You of this and any other applicable fees at the time to allow You to decide if You would like to buy the service.

7. Others

7.1 Personal data entered by users during creation of an order is retained by the inbro Service and made available to You via the inbro reporting system. We will only use such data in connection with your inbro account and for audit purposes relating to such accounts. We shall not disclose any such personal data to any third party unless obliged to do so by law, or unless both You and the user explicitly consent.

7.2 Fees are payable by You to Us for the use of inbro Services. Our fees are set out on our Website at http://inbro.net/pricing. You will be liable to pay us such fees for and during any calendar month in which You use Our services. We will bill You in arrears according to your usage.

7.3 Information relating to the activity of your inbro accounts will be accessible by You on using a password and any other security measures that We decide to implement for such purposes. It is the sole responsibility of You to ensure that passwords and other security details are kept safe and secure.

7.4 You must pay us according to our terms of payment. We reserve the right to suspend or terminate Your service if Our bill is not paid on time.

7.5 We may change our pricing from time to time, in which case We will give you at least 40 days notice of any intended changes.

7.6 We reserve the right to charge for any changes You ask Us to make to an inbro once it has been set up. Whilst We aim to work with You to make sure that You can maximise the opportunities that the inbro Service offers You, there may be occasions when We may need to levy an additional charge for any requested changes. However, if We need to do so, We shall let You know before We make any requested changes, in order that You can change Your mind if You so wish.

7.7 All emails from Us, or despatched from the inbro Service, contain a link to our website together with a brief description of our Service. You acknowledge and accept that emails that We send to users will contain such information.

7.8 Your use of the inbro Service is non-exclusive;

8. Confidentiality

8.1 Any information gathered by You about Us, or by Us about You, whatever the form of the information; whether recorded in writing or otherwise, which is designated in writing as confidential or which by its nature is confidential, including without limitation information in respect of business affairs or plans, must not be disclosed to anybody else without prior written consent.

9. Exclusion of Our Liability (Your Statutory Rights Are Not Affected)

9.1 The information that We provide on or about the inbro Service is not advice and You should not rely on it to make (or refrain from making) any decision, nor rely on it to take (or refrain from taking) any action. You will need to make your own decision as to the suitability of the inbro Service for your needs. We are nevertheless willing to demonstrate its capabilities if this will assist You.

9.2 We do not accept liability of any description including liability for negligence (except for personal injury or death) for any damages or losses (including without limitation, loss of business revenue, profits or consequential loss) whatsoever resulting from use of, or inability to use the inbro Service.

9.3 We are not responsible or liable for any matter which is not within our direct control (including but not limited to the unavailability of the inbro Service due to software or hardware failure of the server computers on which our Service is reliant, or the failure of the Internet's infrastructure, or the breach of normal security procedures relating to any password(s) that We may issue to You in connection with the inbro Service).

9.4 We do not guarantee availability or storage of order data. We disclaim any liability for any monetary value You attach to order data or for that data's lack of availability from the inbro reporting system.

9.5 Subject to 15.6 below, in connection with these Terms Your only rights and remedies in relation to any representation warranty or other assurance are for breach of these Terms and that all other rights and remedies are excluded except in the case of fraud.

10. Notifications

10.1 All notifications to Us under these Terms must be in writing and should be sent by receipted e-mail to: service@inbro.net

10.2 All notifications are deemed to arrive at the time of transmission if proof of successful sending is available, and in the case of notifications from You to Us, they are deemed to arrive at the time of transmission if proof of sending is available and also You have a 'receipt' or other proof that the email has been received by Us.

11. Advertisements and Links

11.1 Our website may contain material submitted and created by third parties. We exclude all liability for any illegality arising from, or for any error, omission or inaccuracy in such material.

11.2 Our website may also contain links to other websites which are not under our control. We are not responsible for the content of those sites. We provide the links for your convenience only and do not necessarily endorse the material on these sites.

12. Intellectual Property Rights

12.1 No intellectual property rights in the Masterdocuments shall accrue or belong to Us.

12.2 Where You do not own the intellectual property to any matter in the Document, You warrant that prior to supplying the Document to Us, You will have obtained the permission of the owner or owners of the said intellectual property rights to enable Us to provide the inbro Service to You without infringing anyone's legal rights. You hereby agree to indemnify Us for any costs (including time costs) that We might incur as a result of the your breach of this Clause 12.2.

12.3 We reserve the right to decline any Masterdocument, and to remove from our website any matter or content that we reasonably believe to have been supplied to us in breach of someone else's intellectual property rights. This right will be in addition to our right to be indemnified as stated above.

12.4 No licence or other right to the inbro Service, technology, source code, database structure, know how, or other intellectual property is granted except as expressly set out in this agreement.

13. Continuous improvement

13.1 From time to time We may choose to implement changes or enhancements to the inbro Service that, in our judgement, are beneficial to the inbro Service and do not compromise or reduce the inbro Service's functionality, availability or usefulness. We reserve the right to make such changes and enhancements without prior consultation with You.

13.2 We may choose to make such enhancements available to You for no additional fees, or We may require additional fees for their use. When an additional fee is required, your use of the enhancement or change, and hence your liability to extra fees, will be optional.

14. Customisation

14.1 We welcome feedback and requests from You for customisation of the inbro Service to match your specific needs but We are not obliged to undertake such customisations.

14.2 If We should agree with You to implement a customisation for You We may require additional fees, including but not limited to one-off implementation fees and ongoing maintenance fees, for doing so. Such fees, along with a specification for the customisation, will be agreed between Us and You before We commence the work.

14.3 Once We have agreed the specification and fees with You, the fees will be due to Us even if You decide to halt implementation of the customisation or if, once implemented, You decide not to make use of it.

14.4 Unless otherwise agreed between Us and You, your use of such customisations will be non-exclusive and no licence or other right to technology, source code, database structure, know how, or other intellectual property relating to the customisation is granted to You.

15. Law governing the Terms

15.1 The use of our website, the inbro Service and these Terms shall be subject only to the laws of England and Wales, which shall exclusively govern the interpretation, application, and effect of the Terms.

15.2 The Courts of England and Wales shall have exclusive jurisdiction over all claims or disputes arising in relation to out of or in connection with the website and its use and these Terms.

15.3 The unenforceability or invalidity of any part of these Terms shall not render the whole Terms unenforceable or invalid. In such an instance, the Terms shall be construed as if they had been drafted without that part which has been found to be unenforceable or invalid.

15.4 A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from the Act.

15.5 Except as stated herein nothing in these Terms is intended to or be deemed to create any relationship of partnership or joint venture or agency between You and Us or to give either of us the power or authority to bind or in any way or act on behalf of another except as specifically provided for in these Terms.

15.6 You acknowledge and agree that You have not been induced to enter into Our provision of the inbro Service by any representation warranty or other assurance not expressly incorporated into these Terms.