AGREEMENT BETWEEN USER AND HMG
The HMG Web Site is comprised of various Web pages operated by HMG.
The HMG Web Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the HMG Web Site constitutes your agreement to all such terms, conditions, and notices.
MODIFICATION OF THESE TERMS OF USE
HMG reserves the right to change the terms, conditions, and notices under which the HMG Web Site is offered, including but not limited to the charges associated with the use of the HMG Web Site.
LINKS TO THIRD PARTY SITES
The HMG Web Site may contain links to other Web Sites ("Linked Sites"). The Linked Sites are not under the control of HMG and HMG is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. HMG is not responsible for webcasting or any other form of transmission received from any Linked Site. HMG is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by HMG of the site or any association with its operators.
NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of the HMG Web Site, you warrant to HMG that you will not use the HMG Web Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the HMG Web Site in any manner which could damage, disable, overburden, or impair the HMG Web Site or interfere with any other party's use and enjoyment of the HMG Web Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the HMG Web Sites.
USE OF COMMUNICATION SERVICES
The HMG Web Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
- Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
- Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
- Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.
- Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
- Conduct or forward surveys, contests, pyramid schemes or chain letters.
- Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
- Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
- Restrict or inhibit any other user from using and enjoying the Communication Services.
- Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
- Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
- Violate any applicable laws or regulations.
HMG has no obligation to monitor the Communication Services. However, HMG reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. HMG reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
HMG reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in HMG's sole discretion.
Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. HMG does not control or endorse the content, messages or information found in any Communication Service and, therefore, HMG specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized HMG spokespersons, and their views do not necessarily reflect those of HMG.
Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.
MATERIALS PROVIDED TO HMG OR POSTED AT ANY HMG WEB SITE
HMG does not claim ownership of the materials you provide to HMG (including feedback and suggestions) or post, upload, input or submit to any HMG Web Site or its associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting HMG, its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.
No compensation will be paid with respect to the use of your Submission, as provided herein. HMG is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in HMG's sole discretion.
By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
LIABILITY DISCLAIMER
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE HMG WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. HMG AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE HMG WEB SITE AT ANY TIME. ADVICE RECEIVED VIA THE HMG WEB SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.
HMG AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE HMG WEB SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. HMG AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HMG AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE HMG WEB SITE, WITH THE DELAY OR INABILITY TO USE THE HMG WEB SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE HMG WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE HMG WEB SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF HMG OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE HMG WEB SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE HMG WEB SITE.
SERVICE CONTACT : contact@hmg.co.uk
TERMINATION/ACCESS RESTRICTION
HMG reserves the right, in its sole discretion, to terminate your access to the HMG Web Site and the related services or any portion thereof at any time, without notice. GENERAL To the maximum extent permitted by law, this agreement is governed by the laws of the State of Washington, U.S.A. and you hereby consent to the exclusive jurisdiction and venue of courts in King County, Washington, U.S.A. in all disputes arising out of or relating to the use of the HMG Web Site. Use of the HMG Web Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and HMG as a result of this agreement or use of the HMG Web Site. HMG's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of HMG's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the HMG Web Site or information provided to or gathered by HMG with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and HMG with respect to the HMG Web Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and HMG with respect to the HMG Web Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent an d subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be drawn up in English.
COPYRIGHT AND TRADEMARK NOTICES:
All contents of the HMG Web Site are: Copyright © 2011-2024 by HMG IT LLP and/or its suppliers. All rights reserved.
TRADEMARKS
The names of actual companies and products mentioned herein may be the trademarks of their respective owners.
The example companies, organizations, products, people and events depicted herein are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred.
Any rights not expressly granted herein are reserved.
NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to Service Provider's Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. See Notice and Procedure for Making Claims of Copyright Infringement.
HMG Business Terms 31 January 2004
DEFINITIONS
In these conditions:
1 "Agreement" means any agreement made subject to these conditions, which shall incorporate these conditions.
2 "Company" means HMG
3 "Customer" means any person or company or organisation with which the Company enters into an Agreement subject to these conditions.
4 "Service" means services provided by the Company to the Customer.
5 “Equipment” means hardware provided by the Company to the Customer.
6 “Technical support” means support provided under Company policies in effect on the date such support is ordered.
BASIS FOR SERVICE
The Company agrees to supply and the Customer agrees to accept and pay for the Service consisting of such Services/Equipment/Technical support as are specified in the Contract documentation or as are agreed from time to time between the Company and the Customer in accordance with and on the terms and conditions contained in the Contract documentation including these terms and conditions.
Technical support or other work provided outside office hours will incur additional charges.
Where offered in contract documentation, a set response period for technical support (e.g. 8 hour support) will be provided for telephone support requests only. A set response period does not apply to email support.
After expiration of a technical support agreement, charging the Company’s normal rate will apply. Normal rate is as advised from time to time. Renewal of support contract will implement any agreed change of rate.
Where offered in contract documentation, replacement equipment (e.g. server/pc) is offered solely at the Company’s discretion. All decisions regarding implementation or removal of any replacement equipment are at the sole discretion of the Company.
Where offered in contract documentation, any quarterly or other regular visits will continue until the contract expires at the point where all other support hours have been utilised or at end of calendar year or other agreed period, whichever comes first.
Equipment supplied by the Company is covered by manufacturer’s warranty only. Replacement parts and materials and software are chargeable. All parts, materials and software supplied for equipment not provided by the Company are chargeable. Work required to conduct any repairs will form part of the technical support provided within a support contract.
Travel time of greater than 1 hour from Hamilton may incur additional charging.
The Customer is responsible for maintaining adequate system backups and restoring from these if required. The Customer shall provide reasonable access to technical and decision-making staff, and shall grant appropriate levels of access to systems to allow the Service to be provided.
LIABILITY
The entire liability of the company and subscriber's sole and exclusive remedy, arising in respect of any tort, breach of duty (statutory or otherwise) or breach of this agreement by the company (and whether or not by the company's negligence) is limited to the amount paid for the service in the period of 3 months preceding the event giving rise to the liability.
In no event will the Company be liable to the Customer for any indirect or consequential loss or damage whatever (such as loss of business, loss of opportunity, loss of profits, loss of or corruption of data). Even if the Company has been advised of the possibility of such loss or damage such advice shall not constitute the loss or damage if it arises as direct loss or damage. The Company is not responsible for the security of the system unless explicitly included elsewhere in the contract.
The Company is not liable for any errors on the part of the Customer in respect to the information supplied by the Customer to the Company as the basis for quotations, estimates, proposals, tender documents, specifications, work, or to form the content of a Web Site.
Any liability of the Company whatever to the Customer arising under these terms or otherwise in respect of the service or any product shall be deemed to end 3 months after the date on which the Customer ought reasonably to have known of the event giving rise to the liability. For the avoidance of doubt, no claims or actions by the Customer can be validly made after the expiry of 3 months following the date of first knowledge.
WARRANTY - LIMITATION
The Company does not warrant that the services and/or equipment will meet Customer’s requirements, nor that the services / equipment will operate in circumstances which Customer may select for use, nor that the operation of the services / equipment will be uninterrupted or error free, nor that all errors will be corrected.
Any equipment guarantees are separate to these Terms and Conditions and separate to the contract unless explicitly stated otherwise.
The warranties and conditions, remedies for breach of warranty or condition or other terms, stated in this Agreement are, to the extent permitted by law, in lieu of all others, whether express or implied, statutory or otherwise all of which are expressly excluded, including without limitation any implied warranties and conditions of reasonable care and skill, merchantability satisfactory quality, and fitness for a particular purpose.
WAIVER
The waiver by either party of a breach or default of any of obligations by the other party shall not be construed as a waiver of any succeeding breach of the same or other obligations nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have operate as a waiver of any breach or default by the other party.
ASSIGNMENT
The Agreement is personal to the Customer and may not be transferred without the Company's written consent.
NOTICES
Any notice under or in connection with this agreement shall be in writing and sent by first class recorded post to the relevant address as advised by each party, or to any other address notified in writing by either the Customer or the Company to the other. In proving such notice it shall be sufficient to prove that delivery was made.
Suspension notices for non-payment of charges will be deemed as delivered by facsimile to the relevant number given in the HMG Contract or to such facsimile number as the Customer may have notified.
INVALIDITY
If any provision shall be found at any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions and all provisions not affected by such invalidity or unenforceability shall remain in full force or effect.
EXPENSES OF THE COMPANY
The Customer shall pay to the Company all costs and expenses (so that any legal fees shall be taxed on the indemnity basis) incurred by the Company in enforcing any of these conditions, or exercising any of its other rights remedies under the agreement, including (without prejudice to the generality) all costs incurred in tracing the Customer in the event the legal processes cannot be enforced at the address last notified to the Company.
INDEMNITY
The Customer shall indemnify and hold the Company fully and effectively indemnified from any loss or damage or any claims brought by any third party in respect of any loss or damage arising in respect of
a) any breach by the Customer of the obligations on the Customer's part in the Agreement, or
b) the Customer's reliance on the System, the information provided to the Customer and the Customer's use of the System.
INTELLECTUAL PROPERTY
All intellectual property including documents, copyright materials and know-how originating from the Company, remain the Company’s property at all times, and cannot be used, copied or otherwise disseminated by the Customer, the Customer’s agents or employees without the written permission of the Company. The Customer accepts that the Customer will guard confidentiality of all documents, copyright materials, know-how or other intellectual property provided by/ obtained from the Company. Any breach of use of intellectual property of any kind by the Customer, or any breach of confidentiality by the Customer may result in legal action from The Company.
VARIATION OF AGREEMENT
a) We reserve the right, on occasion, to modify or remove any or all of the services laid out in the contract and to replace these with new services
b) The Company also maintains the right to give prior notice to amend these terms and conditions, however, these amendments will only take effect one month after the date of notice.
c) If the Customer finds the modifications unacceptable, they will be entitled to terminate this contract.
d) The Customer may not alter these terms and conditions nor impose their own terms and conditions without the written permission of the Company.
TERMINATION OF AGREEMENT
Either party may terminate the agreement by giving the other at least 7days written Notice. Whomever gives the notice the Customer must pay the Company all Charges which are payable under the Agreement prior to the expiry of the Notice. If a Notice is given by the Customer there shall be no refund of any charges and the amount (if any) of such charges outstanding shall be recoverable as a debt due.
The Company reserves the right to suspend the Service immediately during the investigation of a suspected breach by the Customer and if a Breach is shown to have occurred, including failure to pay any sum due under the Agreement to terminate the service to the Customer immediately without liability to the Company.
The Company may terminate the Agreement forthwith in the event that: -
a) the Customer is unable to pay its debts (within the meaning of the Insolvency Act 1986) or enters into an individual voluntary arrangement.
b) an order is made or a resolution passed for the liquidation, administration, winding up or dissolution of the Customer or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer should be appointed over all or any substantial part or the assets of the Customer;
c) the Customer enters into or proposes any composition or arrangement with its creditors generally;
d) anything analogous to the foregoing shall occur to the Customer in any applicable jurisdiction.
Any termination of the Agreement shall be without prejudice to any rights or remedies of the Parties which accrued prior to or by virtue of the termination.
VARIATION OF CHARGES
The Company reserves the right to vary from time to time all charges to the Customer at any time subject to the giving of such notice to the Customer as may be practicable.
TRANSFER
The company retains ownership of any goods and services ordered until we have received full payment for such goods and services.
PAYMENT
Invoices shall be payable within 14 days. Payment shall be made as stated in the agreement. Otherwise: Invoices for equipment and software shall be payable prior to the commencement date. Technical Support fees shall be payable in advance, within 14 days following date of invoice for the same.
LATE PAYMENT
Any amount payable by the Customer to the Company under this Agreement which has not been paid within 30 days, shall be deemed overdue and shall, without prejudice to the Company’s rights in respect of the Customer’s failure to pay when due, be subject to a late payment charge, on a day to day basis from the date payment should have been made until payment in full (together with interest) is made, of 8% above the statutory reference rate from the time being in force during the period of delay plus the compensation amount, or the debt recovery costs, whichever is greater.
FORCE MAJEURE
The Company shall not be liable to the Customer for any failure of performance hereunder which is due to an Act of God, natural disaster, accident, fire, lockout, strike or other official labour dispute nor a civil commotion, failure of technical facilities not within the reasonable control of the Company, enactment, rule or order or act of Government or other act or event beyond the reasonable control of the Company should any event of force majeure continue for more than ninety (90) days then either party shall be entitled to terminate the contract forthwith.
LAW
This Agreement shall be governed and construed in accordance with Scots law and the parties hereto agree to submit to the exclusive jurisdiction of Hamilton Sheriff Court.
CLAUSE HEADINGS
Clause headings are for ease of reference only and are not part of these Conditions and accordingly shall not affect the Conditions.