Ekm Systems Terms & Conditions of Use and Notices
AGREEMENT BETWEEN YOU AND EKM SYSTEMS LTD
These Terms & Conditions constitute a legal agreement between you and Ekm Systems.
You must accept without modification all of the terms, conditions, and notices contained
in these Terms & Conditions in order to access and use the services Ekm Systems
provide. If you do not accept these Terms & Conditions in their entirety, you
may not access or use the services provided by Ekm Systems.
Ekm Systems provides internet services, Ekm Systems reserves the right to suspend
or cancel any customer's access to any or all services provided by Ekm Systems when
Ekm Systems decides that the account has been inappropriately used or otherwise.
These are the terms and conditions for use of the Internet services provided by
Ekm Systems. By purchasing services from Ekm Systems, you (subscribers) agree to
abide by these terms and conditions. We reserve the right to change this agreement
at any time without notice.
MODIFICATION OF THESE TERMS OF USE
Ekm Systems may wish to update or change the terms, conditions and notices for the
service provided from time to time to reflect changes in the service, changes in
the laws affecting the Services, or for other good reasons. You understand that
Ekm Systems reserves the right to make these changes and that you are responsible
for regularly reviewing these terms, conditions and notices. Continued access to
or use of the Services provided by Ekm Systems after any such change shall constitute
your consent to such change. Unless explicitly stated otherwise, any new features
that change or improve the Ekm Systems Services shall be subject to the Terms &
Conditions, as modified from time to time.
EKM SYSTEMS RIGHT TO USE FEEDBACK OR SUGGESTIONS YOU SUBMIT
Ekm Systems wants your voluntary feedback and suggestions on the Services we provide
so that we can continually improve the services for you and other customers. When
you submit feedback and suggestions, please understand that Ekm Systems needs to
have full rights to use your feedback and suggestions without any encumbrances.
In particular, you should understand that by submitting any feedback or suggestions
to Ekm Systems concerning the Services we provide, you warrant and represent that
you own or otherwise control the rights necessary to do so and you are granting
Ekm Systems and its affiliated companies permission to:
Use, modify, copy, distribute, transmit, publicly display, publicly perform, reproduce,
publish, sublicense, create derivative works from, transfer, or sell any such feedback
or suggestions; and
Sublicense to third parties the unrestricted right to exercise any of the foregoing
rights granted with respect to the feedback or suggestions.
These grants include the right to exploit any proprietary rights in such feedback
or suggestions, including rights under copyright, trademark, service mark or patent
laws in any relevant jurisdiction. No compensation will be paid with respect to
Ekm Systems use of the materials contained within such feedback or suggestions.
Ekm Systems is under no obligation to post or use any materials you may provide
and may remove such materials at any time at Ekm Systems sole discretion.
LAWFUL USE
Ekm Systems accounts are to be used by the primary owner only, account holders are
not permitted to resell, store or give away the services of their account to other
parties even if it was for free or non-profitable.
You are responsible for conforming to all federal, state, and local laws regarding
the Internet and electronic communication. You must respect the intellectual property
and copyrights of resources provided by others on the net. You may not participate
in any illegal activities while using your account. You must obey the laws of the
United Kingdom, England and Wales and other countries that you communicate with
over the net. We cannot and do not monitor or control traffic content to/from our
service. You are responsible for keeping your activities legal, and for censoring
yourself and colleagues. Subscribers are not permitted to post any material that
is illegal, libelous, tortuous, or likely to result in retaliation against Ekm Systems.
Should the posted material fall into this category, we reserve the right to immediately
refuse or terminate service.
Ekm Systems does not allow any of the following contents to be stored on any of
its servers:
- Illegal Material - This includes copyrighted works, commercial audio, video, or
music files and any material in violation of any Federal, State or Local regulation.
- Adult Material - Includes all pornography, erotic images, or otherwise lewd or
obscene content. The designation of "adult material" is left entirely
to the discretion of Ekm Systems. We allow adult stores, our only restriction is
that there must be no pornographic images or anything too offensive. We have several
"ann summers" type stores using ekmSystems products.
- Warez - Includes pirated software, ROMS, emulators, freaking, hacking, password
cracking, IP spoofing, etc., and encrypting of any of the above. Also includes any
sites which provide "links to" or "how to" information about
such material.
Ekm Systems will terminate any account that contains any of the above mentioned
contents without any warning and without refunding any payments.
DATA PROTECTION
1. Unless indicated otherwise on the relevant Order form, the Client hereby agrees
to allow Ekm Systems to collect and process data and information regarding the Client's
use of the Service and to provide this to sub-contractors and/or companies affiliated
with Ekm Systems for the purposes of marketing Ekm System's (or Ekm System's affiliated
companies) services, or other related services, or for any other purpose connected
with the Agreement. Ekm Systems will provide the Client on request with details
of all such information held by Ekm Systems, and will modify any information that
the Client advises is incorrect.
2. Subject to and in accordance with relevant data protection legislation, the Client
hereby consents to allow Ekm Systems to collect data regarding Ekm System's use
of the Services and to provide such data to any governmental or regulatory body
for the purpose of Ekm System's compliance with any applicable laws and regulations.
3. Each party shall for the duration of any Agreement governed by these Terms and
Conditions comply with the provisions of the Data Protection Act 1998, (including
the data protection principles set out in that Act) and any similar or analogous
laws, regulatory requirements or codes of practice governing the use, storage or
transmission of personal data and shall not permit anything to be done which might
cause or otherwise result in a breach by either party of the same.
4. Ekm Systems possesses the right to communicate with the Client regularly via,
but not limited to, electronic means.
5. Ekm Systems may, from time to time, send Client information relating to the services
of other companies that Ekm Systems feels may be of interest to the Client. If the
Client does not want to receive such information, it is to inform Ekm Systems in
writing.
6. Ekm Systems has the right to deny Customer Support to the Client if the Client
fails to demonstrate to the Ekm Systems representative upon receipt of a phone call
or e-mail by Ekm Systems that they are indeed the Client and therefore authorised
to request that changes be made on the account. The Client acknowledges that it
may not always be possible for Ekm Systems to guarantee that breaches will not occur
and therefore agrees to cooperate with Ekm Systems staff in its requests for Client
authentication.
"UNLIMITED" POLICY
High bandwidth usage: Ekm Systems offers an unlimited use policy by maintaining
very large ratios of bandwidth and disk space per customer. In rare cases, Ekm Systems
may find a customer to be using server resources to such an extent that he or she
may jeopardize server performance and resources for other customers. In such instances,
Ekm Systems reserves the right to impose the High Resource User Policy for the consideration
of all customers.
HIGH RESOURCE USER POLICY
Resources are defined as bandwidth, disk space and/or processor utilization.
Ekm Systems may implement the following policy to its sole discretion:
When an account is found to be monopolising the resources available Ekm Systems
reserves the right to suspend that site immediately. This policy is only implemented
in extreme circumstances and is intended to prevent the misuse of our servers.
DATA AND BACKUP
While we do backup all data within our own internal systems we are not liable for
any loss of data which may adversely affect your business. This means that if you
have uploaded your product data and/or built up a database of clients and/or orders,
you must keep a backup on your own machine. Subscribers agree that Ekm Systems has
the right to delete all data, files, or other information that is stored on Ekm
System's servers upon termination of services, or cancellation of account due to
non-payment or breaking of any of these terms by subscriber.
SECURITY
While ekmsystems makes all efforts to ensure the services we provide are both secure
and robust, we make no claims about this security. If someone gains unauthorised
access to your account they may/may not have access to customer details such as
payment information, this is your responsibility. Hacking is a serious crime and
effects most businesses. Should ekmsystems and/or any system provided by Ekm Systems
suffer a breach of security we cannot be held responsible. It is the client's responsibility
to delete credit card information after processing it.
HOLD HARMLESS
Subscribers will indemnify and hold Ekm Systems harmless (including officers, employees,
agents, and shareholders) of any and all claims, costs, expenses or liability resulting
from any damage to Subscriber's business, service, equipment, network, operations,
or reputation resulting from Ekm System's actions. Indemnification includes, but
is not limited to, any government actions, acts of vandalism or other retaliation,
and any claims of libel, unfair competition, infringement of any patent, copyright,
trademark, service mark, or other intellectual property right, violation of privacy,
or other tort.
PAYMENT POLICY
Ekm Systems reserves the right to change prices of accounts or services at any time
all pricing is guaranteed for the period of one year from the purchase of your account,
excluding government charges such as tax which can change out of the control of
Ekm Systems.
In addition, Ekm Systems reserves the right to suspend other services until the
outstanding debt is cleared. The customer is responsible for all money owed on the
account from the time it was established to the time that the customer sends a cancellation
request; the Customer can request cancellation of their account and will be billed
up to the first day of the following month.
All Charges are exclusive of VAT and any other applicable purchase tax, import,
and all other duties. Any failure by the Client to pay any fees due under these
Terms and Conditions on the date specified shall be deemed to be a "material
breach" of these Terms and Conditions.
CANCELLATION AND REFUNDS
Ekm Systems reserves the right to cancel the service at any time. Customer refund
requests are to be sent via email to: refunds@ekmsystems.co.uk and will only be
processed in the cases of service non-performance that might be caused by Ekm System's
side, Refund requests will be refused if requested for any cause that is out of
Ekm System's side.
Should you wish to cancel your account with Ekm Systems Ltd you must write to us
7 days before your next billing date. On requesting a cancellation we will reply
with confirmation that your cancellation request has been actioned.
AFFILIATES & RESELLER PROGRAM
As an affiliate or reseller for any of the services provided by Ekm Systems you
will be paid on a commission basis.
- Ekm Systems Services, you shall be given the fee of £25.00.
All commissions given out to affiliates and resellers have the following terms
- You shall be paid commissions after a period of 3 months to allow for the payments
to clear
- Customers gained by affiliates or resellers must remain with Ekm Systems for at
least 2 months to qualify as a ‘gained customer' and for commission to be paid out
- Ekm Systems have the right to cancel an affiliate or resellers account at any
time without notice
- Ekm Systems also has the right to discontinue or modify the affiliates or resellers
program at any time
- Users understand that participation in the Affiliates and Resellers program is
at the discretion of Ekm Systems. Should the actions of any User be deemed to be
harmful to the reputation of Ekm Systems the User will be removed from the Affiliates
and Resellers program immediately.
- All commission payments will incur a 5% processing fee, this will automatically
be deducted from the overall commission
WEB DESIGN & DEVELOPMENT
1. The Service:
Ekm Systems Ltd, a UK registered limited liability company, will design and construct
web page(s) for you (the “Client”) according to the Client's specifications as set
forth in a client order to be completed and submitted to Ekm Systems Ltd by Client
(the “Client Order”) and subject to these Terms and Conditions (this “Agreement”).
Upon fulfilment of the Client Order, Ekm Systems Ltd will deliver the work via FTP
download or global access and provide the Client with access code. The Client may
take the option to upload Final page (s) when finished to a host of his choice or
provide Ekm Systems Ltd with the host's access code. The Client may add or subtract
items or pages at any time during the construction process until the product is
delivered and subject to additional charges as applicable. The final payment will
reflect those changes. A copy of these Web Pages Design Terms and Conditions and
Client Order must be signed by all Clients at the time of submission of the Client
Order to Ekm Systems Ltd, indicating agreement to and acceptance of these Web Design
Terms and Conditions.
2. Right to Refuse Orders.
Ekm Systems Ltd will not design or construct web page(s) containing "adult
content,” promoting violence of any kind, including an intolerance for race, lifestyle,
or faith, or that constitutes harassment, defamation, libel, slander, or promotes
the commission of a crime or any unlawful conduct. Ekm Systems Ltd shall have the
right to refuse any Client Order or do business with any person or entity without
liability and without explanation.
3. Link
Client may take the option to upload Final page (s) or Web site to a host of his/her
choice or provide Ekm Systems Ltd with the access code for the link.
4. Delivery, Review and Additional Work.
Ekm Systems Ltd will install and publicly post the Client's pages by the date agreed
upon by both Client and Ekm Systems Ltd, unless a delay is specifically requested
by the Client. Unless otherwise specified by Client, the method of delivery for
completed works, under this Agreement, shall be made through its upload to the hosting
web server. Ekm Systems Ltd will provide the Client with an opportunity to review
the appearance and content of Web site materials in a Beta Version prior to finalization
of the pages (the “Beta Pages”). The Beta Pages will be deemed to be accepted and
approved unless the Client otherwise notifies Ekm Systems Ltd at design@ekmsystems.co.uk
within (5) business days of the date the Beta Pages are made available to the Client.
Upon notice of requested changes, Ekm Systems Ltd will make changes to the Beta
Pages to the extent such requested changes are within the scope of the Client Order.
Following any changes to the Beta Pages as requested by Client, Ekm Systems Ltd
will provide Client the completed pages (the “Final Pages). Ekm Systems Ltd will
not be obligated to make any changes to the Final Pages unless the Client demonstrates
the Final Pages do not comply with the Client Order. When requested by Client, the
parties shall in good faith negotiate Additional Client Orders, each of which upon
signing, shall be deemed a part of this Agreement.
5. Payment.
Charges for services to be provided by Ekm Systems Ltd are defined in the Client
Order, which Client shall receive, execute and return to Ekm Systems Ltd via facsimile.
Ekm Systems Ltd reserves the right, subject to (14) days advance email notice to
the Client, to change the rates charged for any ongoing maintenance services provided
to Client. Payment for services is due by credit card, cheque or bank transfer,
and all payments are subject to these Terms and Conditions and the Terms and Conditions
posted on Ekm Systems Ltd site at www.ekmsystems.co.uk pertaining to payment for
use of Ekm Systems Ltd services. Ekm Systems Ltd must receive payment prior to final
release of the Client Order.
6. Changes in Pricing.
Ekm Systems Ltd reserves the right to change prices without notice. However, price
changes, other than those relating to on-going maintenance service, shall not be
changed with respect to previously executed Client Orders.
7. Termination.
(a) During the construction process and not after the Final Pages are released (with
the exception of the Client's failure to make payment), the Client Order will terminate
automatically upon either party providing written notice to the other indicating
that the notifying party wishes to terminate the Client Order.
(b) If Ekm Systems Ltd initiates termination, with the exception of the Client's
failure to make any payments owed thereunder, Ekm Systems Ltd agrees to reimburse
the Client in full either by check within thirty (30) days of termination, or by
cancelling any the credit card transaction(s), and Ekm Systems Ltd shall have no
further obligations to Client nor any obligation to provide Client work that had
been commenced or completed prior to termination.
(c) Termination of the Client Order by Client must be sent by email to design@ekmsystems.co.uk.
If Client terminates the Client Order within forty eight (48) hours after signing
of contract, Ekm Systems Ltd shall refund twenty five (25%) percent of the total
downpayment received. If Client terminates the Client Order at any time following
commencement of work thereunder but prior to release of the Final Pages, Ekm Systems
Ltd has a right to charge Client for design work performed prior to the date of
first notice of cancellation based (at Ekm Systems Ltd discretion) upon either the
hours worked up to the date of termination or for all accepted milestones and a
prorated amount for partially completed deliverables. Client may not terminate this
Agreement after release of the Final Pages.
8. Non-Payment or Late Payment.
Ekm Systems Ltd will not commence work with respect to any Client Order or, if work
has commenced, will not continue any work on the Client Order, if it is unable to
charge the Client's credit card or to receive payment from the Client within (3)
business days after Ekm Systems Ltd notifies Client by email concerning non-payment.
If the Client Order has been completed, Ekm Systems Ltd will not release the Final
Pages or if the Final Pages have already been released, will remove the Client's
page(s) off of the server until payment is received. Ekm Systems Ltd will reinstate
all pages after payment in full has been received. If Ekm Systems Ltd found a server
for Client, and the Client has not paid Ekm Systems Ltd before termination and before
Ekm Systems Ltd found the server, Client's server account will also be deleted.
If Ekm Systems Ltd releases the Final Pages but Client fails to make all payments
due under the Client Order, Ekm Systems Ltd also has the right to keep all payments
the Client has made at any time and to pursue all collection efforts and legal remedies
for unpaid work under the Client Order.
Ekm Systems Ltd will impose a finance charge of 1.5% per month and a £10.00
per month late fee for each month that Client has not paid any outstanding balances
owed under the Client Order. Clients with accounts in default agree to pay Ekm Systems
Ltd reasonable expenses, including attorney fees and costs for collection by third-party
agencies, incurred by Ekm Systems Ltd.
9. Copyright.
Client retains the copyright to data, files and graphic logos provided by the Client,
and grants Ekm Systems Ltd the rights to publish and use such material in fulfilment
of the Client Order. Artwork and graphic logos designed by Ekm Systems Ltd for use
in the Client's Web presentation will remain the property of Ekm Systems Ltd; and
at its discretion and under separate agreement, Ekm Systems Ltd will grant the Customer
rights to use such material in formats other than Web presentations. Client must
obtain permission and rights to use any information or files that are copyrighted
by a third party and for Ekm Systems Ltd to include such materials in fulfilment
of the Client Order. Client agrees to indemnify and hold harmless Ekm Systems Ltd
from any and all claims resulting from the Client's negligence, intentional failure
or inability to obtain proper copyright permissions. Client represents and warrants
to Ekm Systems Ltd that all such permissions have been obtained, and evidence of
all necessary permissions may be requested from Client.
10. Standard Media Delivery.
Unless otherwise specified in the Client Order, this Agreement assumes that all
text will be provided by the Customer in electronic format (ASCII text files delivered
on CD via overnight courier or via e-mail or FTP) and that all photographs and other
graphics will be provided physically in high quality print suitable for scanning
or electronically in .gif, .jpeg or .tiff format. Additional expenses may be incurred
and will be invoiced accordingly for corrective work, conversion of media or outside
facility charges. Although a reasonable attempt shall be made by Ekm Systems Ltd
to return to the Client any images or printed material provided for use in creation
of the Client's Web site, such return cannot be guaranteed. The Final Pages will
be posted to a global access or FTP. Ekm Systems Ltd will provide the client with
the user name and password. The Client may have the option to upload Web site to
a host of his/her choice or provide Ekm Systems Ltd with the access code.
11. Access Issues.
(a) If Client's Web site is to be installed on a third-party server, Ekm Systems
Ltd must be granted the necessary access to the Client's storage directories, and
those directories must be accessible via FTP. Depending on the specific nature of
the project, other resources might also need to be configured on the server.
(b) Client agrees that Ekm Systems Ltd shall have the right to remove from Client's
Web Site any web pages Ekm Systems Ltd has designed which upon or following posting
fail to adhere to the terms of these Web Design Terms and Conditions, including
violation of any licensing agreements or failure to pay fees duly assessed.
FRAUD FIGHTING
For Those Thinking About Committing Fraud :
1. Card fraud is a crime and a felony punishable by heavy fines and jail time. Fraudulent
behaviour will be prosecuted aggressively and with a passion to the fullest extent
of the law.
2. The ID and address of your computer and your ISP provider have been determined,
and recorded as a safeguard against fraudulent behaviour and may be used by Ekm
Systems or legal entities to prosecute guilty parties.
3. All information must match card account records as provided by the card-issuing
bank. Inputting intentionally false information is fraud and will not be tolerated
and may subject you to prosecution.
4. Card numbers are transmitted directly to the banking network for authorization.
Ekm Systems considers fraud a direct and serious threat to our business profitability.
We do not take any effort to defraud lightly and will prosecute whenever and wherever
possible to the fullest extent of the law.
INDEMNIFICATION
Customer agrees that it shall defend, indemnify, save and hold Ekm Systems harmless
from any and all demands, liabilities, losses, costs and claims, including reasonable
attorney's fees asserted against Ekm Systems, its agents, its customers, officers
and employees, that may arise or result from any service provided or performed or
agreed to be performed or any product sold by customer, its agents, employees or
assigns. Customer agrees to defend, indemnify and hold harmless Ekm Systems against
liabilities arising out of:
(1) any injury to person or property caused by any products sold or otherwise distributed
in connection with Ekm System's server.
(2) any material supplied by customer infringing or allegedly infringing on the
proprietary rights of a third party.
(3) copyright infringement.
(4) any defective products sold to customer from Ekm System's server.
FORCE MAJEURE
Neither party shall be deemed in default of this Agreement or the Client Order to
the extent that performance of its obligations or attempts to cure any breach are
delayed or prevented by reason of any act of God, fire, natural disaster, accident,
riots, acts of government, or any other cause beyond the reasonable control of such
party; provided, that the party whose performance is affected by any such event
gives the other party written notice thereof within ten (10) business days of such
event or occurrence.
DISCLAIMER
Ekm Systems will not be responsible for any damages your business may suffer, Ekm
Systems makes no warranties of any kind, expressed or implied for services we provide.
Ekm Systems disclaims any warrantor merchantability or fitness for a particular
purpose. The includes loss of data resulting from delays, non-deliveries, wrong
delivery, and any and all service interruptions caused by Ekm Systems and its employees.
Ekm Systems reserves the right to revise the above mentioned policies at any time.