General Terms & Conditions of Use
Last Updated:- 7th July 2016
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE WEBSITE AND/OR ANY SERVICE, AND BEFORE USING ANY SUB-DOMAINS AND/OR LINKS CONTAINED THEREIN. THESE TERMS AND CONDITIONS APPLY TO YOU AS A WRITTEN BINDING AGREEMENT. PLEASE DO NOT SUBSCRIBE TO, CONTINUE TO ACCESS OR USE THE WEBSITE, WEB APPLICATION OR SERVICES IF YOU DO NOT INTEND TO BE BOUND BY THESE TERMS.
1. The Operator
This website and web-application having as its primary domain name https://www.implio.com/ (and all sub-domains thereof), (“the Website”), is owned and operated by Besedo Ltd, of Level 2, The Emporium, C. De Brocktorff Street, Msida, Malta, (hereinafter the “Operator”).
Any requests addressed exclusively to the Operator may be sent in the following manner:
By traditional mail:- Level 2, The Emporium, C. De Brocktorff Street, Msida, Malta
2. Binding Agreement
This legal document applies to You and to all persons who use this Website (including all services and applications (“the Services”) available on or via the Website and the Web Application. For the avoidance of any doubt, unless otherwise stated, reference in these Terms and Conditions to the term “Website“ means and includes reference to the Services and the Web Application. Only use the Website if you wish to be legally bound by the terms and conditions contained herein and by all other policies, guidelines and rules posted from time to time on the Website and incorporated herein by reference.
These General Terms and Conditions are binding and enforceable indefinitely upon You and any person who accesses or otherwise makes use of the Website, its content and/or Services and the Web Application until the subscription pertaining thereto is terminated. Certain additional terms and conditions may apply to specific types of users, services or applications available via the Website. In the event that You subscribe as a specific type of user (or accept a change in your status as registered user) to make use of some or all of the Services, You shall be required to read and accept these General Terms and Conditions together with any special terms and conditions which apply to such specific users and/or services.
The Operator may, after providing prior notice to You, make changes and update these Terms and Conditions at any time, particularly, but not only, when new content or Services are offered on the Website or if new features augment or enhance the Website (including the Web Application) and any of the Services or part thereof. Please check the Terms and Conditions posted periodically as your continued use of the Website and Services will mean that you accept these changes and updates.
If You are using the Website for and on behalf of a legal entity, such as a company, partnership or formally registered organisation, You shall be, and shall be presumed to be, properly authorised for and on behalf of that legal entity and therefore You and the legal entity are jointly and severally subjected to the terms and conditions contained herein. If You no longer remain a duly authorised representative of the legal entity you shall be responsible to inform the Operator in which case the legal entity shall remain subject to the Terms and Conditions contained herein and the legal entity shall proceed to duly inform the Operator of the changes to the authorised representative. Until a new authorised representative has been notified to the Operator You shall remain responsible as aforesaid.
You hereby acknowledge and agree that one user login should be limited to one physical person to be able to limit access if the account would result in being compromised. You shall contact the Operator on firstname.lastname@example.org for assistance with adding multiple user accounts to Your team.
3. Description of Service(s)
The Operator provides registered users and subscribers with a web application having a variety of resources including but not limited to (i) an online automation platform to maintain the level of the registered users’ product (ii) moderation tool for optimal interface which assists in taking timely and accurate manual decision on content (iii) analysis tool for transparent insights which assist in guiding content moderation efforts by providing a clear overview at a glance, (collectively referred to as “the Services”). The extent of the Service(s) to which You may have access to may be dependent on the relevant package subscribed to and respective payment of service fees to the Operator or third parties.
4. Minimum System Requirements
In order to access and use the Website and Services, including the Web Application, you must obtain access, generally by payment, to the Internet and World Wide Web, either directly or through connected devices.
As a minimum, You require the following hardware and system specifications:-
(a) Access to the Internet via a computer, or other connected device;
(b) Minimum Internet Connection :- Any broadband connection
(c) Web Browser :- Any HTML5 compatible browser
(d) Screen Resolution :- Minimum of 1024×768
(f) Cookies :- Cookies must be enabled so that you can benefit from all the Operator’s Services and functionalities.
5. General Disclaimer
You understand and agree that the Website and all Services are provided “as is” without any express or implied conditions, warranties or other terms of any kind, and that the Operator assumes no responsibility for the timeliness, deletion, faulty delivery or failure to store or backup any data, communications or settings.
To the maximum extent permitted by law, the Operator provides You with this Website and all Services on the basis that the Operator excludes all representations, warranties, conditions and other terms which, but for this legal notice, might have effect in relation to this Website and Services contained therein.
While the Operator endeavours to ensure that all information on the Website is correct, the Operator does not warrant the accuracy and completeness of the material on the Website, or its fitness for any purpose.
The Operator may effect changes to the material on this Website, at any time without notice. The material on this Website may be out of date, and the Operator makes no commitment to update such material. The material on this Website is provided “as is”, without any conditions, warranties or other terms of any kind.
Clear and Complete Information
When accessing or using the Website and or Service(s), You may be requested to provide information and/or data to the Operator or to third parties. In so doing, You agree to provide lawful, true, accurate, current and complete information and to maintain and promptly update the information to keep it true, accurate, current and complete in the event of any mistake or change.
If You provide any information that is untrue, inaccurate, not current, misleading, infringing or incomplete, or the Operator has reasonable grounds to suspect that such information is untrue, inaccurate, not current, misleading, infringing or incomplete, the Operator has the right to suspend or terminate Your account (or any account to which you are associated, or a member of), and refuse any and all current or future use of the Website and/or Service(s) or any part thereof.
User Generated Content
You understand that all information, data, text, animation, software, photographs, graphics, messages, or other materials (“User Generated Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such User Generated Content originated. This means that You, and not the Operator, are entirely responsible for all Content that is posted, e-mailed, or otherwise transmitted through the Website and/or the Services.
You agree that you must evaluate, and bear all risks associated with the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content. Under no circumstances will the Operator be liable in any way for any User Generated Content, including, but not limited to, any errors or omissions therein, or any loss or damage of any kind incurred as a result of the use of any content posted, e-mailed, or otherwise transmitted via the Website and/or Services. The Operator merely provides moderation tools for You or third parties to moderate user-generated content and therefore does not and shall not act as the publisher or editor of such user-generated content. You shall remain at all times responsible of such user generated content, or any re-publications, subsequent publications, copies, or reproductions of same.
Licence to Use User-Generated Content
By posting, sharing, uploading, inputting, providing, or submitting any data whatsoever through the Website and/or Services, You explicitly consent that such personal data (including sensitive personal data which you provide) may be processed by the Operator and shall ensure that any third-party to which data relates (“the Data Subject”) has given his/her consent to so post, upload, input, provide, or submit the data and for the Operator to process such data, or that a person having the lawful authority over the Data Subject, and thus having the authority to provide such consent (such as a parent or legal guardian of a minor), has given such explicit consent for and on behalf of the Data Subject.
We recommend that you back-up all your data prior to submitting or transmitting same on the Website or through the Services. The data You provide on the Website or Services should not include data that You are not prepared to disclose to the Operator.
Username and Password Security
Upon completion of the registration process for Services, you may be required to create a username and/or password and/or to enrol with additional security measures. These requirements and measures are primarily intended to protect You and Your data and to ensure general protection of the Operator’s business. You are responsible for preserving the confidentiality and security of such measures and of any password and account.
You are fully responsible for all activities that occur under your password or account and You shall ensure that such username and/or password is not defamatory, offensive, in breach of intellectual property rights or otherwise unlawful. You agree to immediately notify the Operator of any unauthorized use of Your password or account or any other breach of security. The Operator cannot and will not be liable for any loss or damage arising from Your failure to comply with this section and You shall hold harmless and indemnify the Operator for any damages incurred resulting from your negligence or wilful disclosure of such measures or passwords.
Please be aware that the Operator would never ask You for Your login credentials and You shall securely store such credentials from unauthorised third party access.
Data Retention, Disclosure and Deletion
You acknowledge and agree that the Operator may process, store and preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms and Conditions; (c) respond to claims that any content violates the rights of third- parties; or (d) protect the rights, property, or personal safety of the Operator, the Website, its users, and the public.
You hereby acknowledge and agree that data is stored with a retention period of at least 3 months from date of input and will thereafter be deleted by the Operator. Furthermore, data pertaining to terminated accounts are deleted upon request and put beyond use upon termination.
Processing of Personal Data
You hereby acknowledge and agree that if the Operator carries out any processing of personal data on Your behalf in performing any of its obligations under these Terms and Conditions, it is hereby being declared that Your, and the Operator’s intention is that You shall be the data controller and the Operator shall be the data processor.
Furthermore, You acknowledge and agree that in order to carry out the Services, the personal data is, under normal circumstances, retained on servers located within the European Economic Area. However, the Operator reserves the right to transfer or store data, upon providing You with an adequate notice in writing, on servers located outside the European Economic Area, and, in this regard, You shall ensure that You are entitled to transfer the personal data to the Operator so that the Operator may lawfully use, process and transfer such personal data in accordance with these Terms and Conditions. In addition, You shall ensure that the any relevant third parties have been explicitly informed of, and have provided their explicit consent to such use, processing and transfer as required by the relevant data protection laws.
The Operator shall maintain adequate technical safeguards for the protection, security, integrity and confidentiality of Your data. You hereby acknowledge and agree that Your data is stored in a way that is only accessible from your account. The Operator may, for the provision of support, access Your account.
7. Links & Third-Party Content and Services
You acknowledge that the Operator may, also as a convenience to You, provide links to third-party websites, and in addition, the Website and Services may provide, or third-parties including end-users may provide, links to other third-party websites, services, content or resources accessible online and over which the Operator (and the Website and Services) has no control. You therefore agree that the Operator is not responsible for the availability of such external websites, services, content or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. The linked sites are not under the Operator’s control, and therefore the Operator makes no representations as to the quality, suitability, functionality or legality of any sites to which links are provided. You hereby waive any claim you might have against the Operator with respect to such sites. You further agree that the Operator shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such websites, services, content, goods or resources available and therefore you access, use and rely on such content solely and exclusively at your own risk.
Any material downloaded or otherwise obtained through the use of the Website and/or Services is done at your own discretion and risk and you are solely responsible for any damage to your computer system or loss of data that results from the download of any such material. Furthermore, your correspondence or business dealings with, or participation in promotions of, any third-parties including advertisers, sponsors, agents, white-labels or intermediaries including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third-party but excludes the Operator. Therefore You explicitly agree that the Operator (including the Website and Services) shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
The Operator and/or third-parties may, from time to time, send e-mail messages to you containing advertisements, promotions, and the like. The Operator makes no representation or warranty with respect to the content of any such e-mail messages or any goods or services which may be obtained from such third parties, and you agree that neither the Operator nor such third party shall have any liability with respect thereto. You further agree to receive certain periodic communications from the Operator such as newsletters, content, messages, and announcements, and that these communications are considered part of your access to the Website and Services and that you may not be able to opt out of receiving such communications in every instance if you wish to continue benefitting from the Website Services of the Operator.
8. Third-Party Software
You acknowledge and accept that the Operator may apply software, services and/or applications belonging to third-parties for purposes of its Website and/or Services and therefore is subject to terms, conditions and policies of such third-parties. In all cases You shall refrain from doing any such act or omission that may jeopardise the relationship of the Operator with such third-party or that may cause any disruption, suspension or termination of service, software or application of said third-party.
In so doing You will provide information or other materials related to You or Your actions and omissions and content as reasonably requested by the Operator to verify your compliance with these terms and conditions. The Operator may monitor your performance and usage of the Website and Services to verify your compliance and may disclose results of such monitoring to the interested third-parties. You will not block or interfere with the Operator’s monitoring. You will reasonably cooperate with the Operator to identify the source of any problem that the Operator reasonably believes may be attributable to You or your content or any matter under your control.
9. Service, Application, Software Updates and Support
The Operator has the right to amend, alter, upgrade the Website, Services and Software (and or versions thereof) or to replace same with a new version entirely or in part without your prior consent or the consent of any Club or end-user third-party.
Limitations of Use
The Services may contain e-mail services, chat areas and forums and/or other message or communication facilities designed to facilitate communication. You agree to use such Services only to post, send and receive messages and material that is proper and, when applicable, related to the particular Service. The Operator reserves the right to suspend or cancel Your use of the Website and Service in cases where it is deemed, in the Operator’s sole discretion, that a breach of use has been committed by You.
Upgrading & Downgrading
You may request an upgrade to Your current subscription by forward Your request to the Operator on email@example.com, indicating which package You would like to upgrade to. The Operator shall charge the difference in pricing for the remained of the billing period.
You hereby acknowledge and agree that with respect to downgrading, any request shall come into effect at the beginning of the following billing period. In cases where the billing frequency is monthly, the downgrading request shall come into effect from the first day of the following month.
The Operator shall endeavour to provide user support by email on firstname.lastname@example.org. The Operator’s policy is to seek to reply to requests or comments as soon as possible but makes no guarantees as to immediate replies or for the provision of solutions or fixes;
The Operator always endeavours to achieve 100% uptime however it is unlikely that this level can ever be achieved due to the infrastructure of the internet, the reliance on third-party service provision, software bugs and other matters relating to the information and communications industry. When the Operator falls short of a 99.9% uptime level it shall endeavour, but does not guarantee, to find a turn around and explain why and how matters may be improved. For the avoidance of doubt, planned maintenance carried out during the maintenance window of 09:00am to 17:00pm CET and unscheduled maintenance performed outside of the hours mentioned herein, provided that the Operator has used reasonable endeavours to provide You with at least 5 hours’ notice in advance, shall not be taken into consideration in the determination of the level of uptime mentioned herein
10. Operator’s Prices & Payment Terms
Any prices or any consideration for the Services offered via the Website by the Operator are currently provided on request, and You hereby acknowledge and confirm that such have been made available to You. Prices may be subject to VAT and other taxes, if applicable. The Operator reserves the right to negotiate customized prices and special offers in its discretion and/or to amend prices from time to time.
Generally, payment for the Services offered by the Operator may be carried out through regular invoicing, bank transfers and third-party services. In addition, the Services offered by the Operator may require you to subscribe to the services of said third-party providers to receive and/or make payment. In all cases, by subscribing to the Services, You agree to (i) comply with any terms and conditions, guidelines and other similar rules of such third-party service-providers (including fair use policies) and You will be required to sign up and/or consent to same and (ii) you may be subject to the payment of charges and fees for the services provided by the third-party service-providers as applicable.
The Operator reserves the right to refuse payment by any means and/or to request any other method of payment and to request proof of identity or any other documentation as it deems fit.
You are responsible for paying all taxes and government charges, and all reasonable expenses and attorney fees that the Operator incurs collecting late amounts. To the fullest extent permitted by law, you waive all claims relating to charges unless claimed within 60 days after the charge.
To the fullest extent permitted by law, refunds of sums paid to the Operator are at the discretion of the Operator and generally only in the form of credit for the Operator’s Services. Nothing in these Terms obliges the Operator to extend credit to any party.
The Operator does not store your credit card details however you acknowledge and agree that any related billing and payment information that you provide to the Operator may be shared by the Operator with companies who work on the Operator’s behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to the Operator and servicing your account. The Operator may also provide information in response to valid legal processes, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. The Operator shall not be liable for any use or disclosure of such information by such third parties. The Operator reserves the right to discontinue the provision of the Operator Services to you for any late payments and/or to charge commercial legal interests on outstanding amounts.
Changes in Pricing
You hereby acknowledge and agree that the Service is constantly being developed and therefore, such development may lead to change in pricing. Any changes to the agreed pricing terms shall be notified to You at least 30 days prior to such changes taking effect.
You explicitly acknowledge and agree that in terms of the applicable Distance Selling Regulations the performance of the Services provided on the Website by the Operator begin immediately upon accepting the Operator’s Terms and Conditions and/or EULA and prior to the expiry of the statutory fifteen day cancellation period (also known as the ‘cooling off period’). No refund policy shall apply except as may be otherwise accepted in the sole discretion of the Operator.
You may request cancellation of the Service at any time by providing the Operator with a 30 day notice in writing.
11. Intellectual Property Rights
You acknowledge and agree that the Operator’s Services and any necessary content used in connection with the Website and Services (including the Web Application) contain proprietary and confidential information that is protected by applicable intellectual property rights and limitations (including inter alia rights and limitations relating to copyright, trade-marks, service-rights, design-rights, patents, service-marks, database rights and rights in preparatory works amongst others) and other laws, whether belonging to the Operator or to third-parties and which may be registered or registerable. All designs, text, graphics and multimedia content available from the domain name URL: https://www.implio.com and pages within that domain and any sub-domain/s, and all related code (including but not limited to HTML, other mark-up languages, and all scripts be it in source code or object code) within this Website, are the property of the Operator.
To the knowledge of the Operator, all material on the Website and Services, including but not limited to images, illustrations, audio clips and video clips, is protected by copyrights that are owned or controlled by the Operator or by other parties that have licensed their material to the Operator or are posted to the Website pursuant to a user agreement with the Operator regulating intellectual property. Use of such intellectual property is subject to the terms of any licence governing such use, and any other use beyond that permitted in the licence, or under these Terms shall be an infringement of these terms. Where it is not clear whether a licence exists or what the licence terms are, You are obliged to contact the Operator to obtain prior written authorisation to use such intellectual property subject to the terms and conditions in the Operator’s discretion, provided that the Operator reserves the right to refuse, suspend or terminate any such licence or authorisation. Any other use is subject to the obtaining of written prior consent from the rightful owner of the intellectual property. Any licence provided hereunder or pursuant to such Terms is non-exclusive and limited within the territory as may be indicated.
The licence is non-transferable and any assignment thereof without the Operator’s consent shall be null and void ab initio. Except as may be permitted in writing, the trading, publication of the licence or of the intellectual property is forbidden and is an infringement of these Terms. Copying of such content, services or products, or of the intellectual property, is forbidden except as is necessary for their proper, reasonable and normal viewing and access and for purposes of creating back-ups. Back-ups are intended to be used only when the original shall no longer be accessible or is no longer functional and shall be used only until the original shall have been reinstated. All back-ups and copies are and shall remain the property of the Operator.
You may not frame or use framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the Website without express written consent. You may not use any meta tags or any other “hidden text” utilising the Operator’s or its affiliates’ names or trademarks without the express written consent of the Operator. Any unauthorised use terminates any permissions or licenses granted by the Operator.
Any unauthorised use of the Operator’s intellectual property, whether in the Website or otherwise, or part thereof shall, without prejudice to the Operator’s rights and remedies at law and contract, subject that person who makes such unauthorised use (or attempts, prepares or colludes to make such unauthorised use) to liability for damages pursuant to which a sum equal to the charges which the Operator could have levied had the Operator authorised a licence to use such intellectual property together with commercial late payment interest provided at the highest rate permitted by law. The Operator shall, without prejudice to any other rights it has, be entitled to terminate, suspend or withdraw any services it offers via the Website or Services with immediate effect and without prior notice. The Operator further reserves all rights at law.
You are granted a limited, revocable, and non-exclusive right to create a hyperlink to the Welcome page of the Operator as long as the link does not portray the Operator, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter.
Should you choose to submit any ideas, suggestions, documents, and/or proposals (“Submissions”) to the Operator through any of its media, you acknowledge and agree that: (i) your Submissions do not contain confidential or proprietary information; (ii) the Operator is not under any obligation of confidentiality, express or implied, with respect to the Submissions; (iii) the Operator shall be entitled to use or disclose (or choose not to use or disclose) such Submissions for any purpose, in any way, in any media worldwide; (iv) the Operator may have something similar to the Submissions already under consideration or in development; (v) your Submissions shall automatically become the property of the Operator without any obligation towards You; and (vi) You are not entitled to any compensation or reimbursement of any kind from the Operator under any circumstances.
The Operator grants you a limited, personal, non-transferable and non-exclusive right and license to use the Website and Services and content therein, provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any rights.
You agree not to modify the content material in any manner or form, or to use modified versions of the material, including, without limitation, for the purpose of obtaining unauthorized access to the Website and/or the Services. Material and content from the Website may not be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way. Modification of the materials, or use of the materials for any other purpose is a violation of copyright and other proprietary rights. The use of any such material on any other Web site or computer environment is prohibited. You agree not to access the Services by any means other than through the interface that is provided by the Operator for use in accessing the Website and the Services. You agree not to use bots or other technologies to scrape or fish for protected information belonging to the Operator and shall agree to indemnify the Operator in the event of any damages suffered by such unauthorised access. Except as expressly authorized by these Terms and Conditions (or otherwise authorised in writing by the Operator or by the third-party proprietors), You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Website, the Services or its content, in whole or in part.
You further agree not to access all or any part of the Website and/or Services with the aim of building a product or service which in any way competes with the Website and/or Services.
The Website domain name, the Operator’s name and logo and service names are property of the Operator and comprise trade-names, trade-marks and/or intellectual property of the Operator, whether registered or registerable. You shall not copy, adapt, display or otherwise use the said names, logos or marks except with the prior written consent of the Operator, failing which you may be, in the discretion of the Operator, subject to the payment of retroactive licence fees at market rates without prejudice to such other injunctive relief or rights at law available to the Operator.
Except as specifically stated herein, these Terms and Conditions do not, and are not, intended to create any ownership or intellectual property rights transfer or assignment and any rights in such intellectual property is reserved towards the Operator.
Obligation to Inform
You are obliged to notify the Operator immediately if You become aware of:
i. any unauthorised use or copying of any intellectual property, content, service or product (or part thereof), or
ii. any unauthorised access to the Website or any service, product or content, or
iii. any unauthorised disclosure of intellectual property, or
iv. any attempt to commit either of the above.
The Operator respects the intellectual property of others, and asks its content partners and members to do the same. If You believe that your copyrighted work has been impermissibly copied or used and is accessible on the Operator’s Website in a way that constitutes copyright infringement, you may notify the Operator by providing the following information:-
i. an electronic or physical signature of the owner of the copyright or the person authorized to act on the owner’s behalf;
ii. A description of the copyrighted work that you claim has been infringed and a description of the infringing activity;
iii. Identification of the location where the original or an authorized copy of the work exists, for example the URL (i.e., web page address) where it is posted or the name of the magazine in which it has been published;
iv. Identification of the URL or other specific location on the Operator’s Website where the material that you claim is infringing is located, including enough information to allow us to locate the material;
v. Your name, address, telephone number and e-mail address;
vi. A statement by You that You have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
vii. A statement by you, made under the penalty of perjury that the above information in your notice is correct and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
12. Legal Use
You are aware that as a result of the global nature of the Internet and World Wide Web the Website and Services are available online and may generally be accessible from anywhere in the world at any time. Access to the Website and/or Services thereon may not be legal by certain persons or in certain jurisdictions. Access to and use of the Website and the Services are at your own risk and You are responsible for compliance with the laws of your jurisdiction and any jurisdiction in respect of which you use the Website and/or Services. You agree to comply with all local rules regarding online conduct and acceptable content in particular user generated content.
13. Legal Use & General Limit of Liability
The Operator (which for purposes of this Clause includes any of the Operator’s group companies and shareholders, directors, officers, employees, or agents of any of them) and any third-party or entity that may have an affiliation or involvement in the Operator, exclude all liability and responsibility for any amount or kind of loss or damage that may result to you or a third party (including without limitation, any direct, indirect, incidental, special or consequential loss or damages including exemplary damages, including any loss of business, income, profits, goodwill, use, data, contracts, or loss or damages including intangible losses (even if the Operator has been advised of same) arising from, or connected in any way to business interruption, Your inability to use the Website and/or Services, the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchases or obtained or messages received or transactions entered into, through or from the Website or Services, unauthorised access to the Website or Services or alteration of your transmission or data, statements or conduct of any third-party or any other matter relating to the Services, and whether in tort (including without limitation negligence), contract or otherwise) in connection with this Website or Services in any way or in connection with the use, inability to use or the results of use of this Website or Services, any websites linked to this Website or the material, content or services on such websites, including but not limited to loss or damage due to bugs, viruses or similar technologies that may infect computer hardware, software, data or other property or by the downloading of any material from this Website or any websites linked to this Website.
Nothing in these Conditions shall however exclude or limit the Operator’s liability for (a) death or personal injury caused by the Operator’s negligence (b) fraud; or (c) any liability which cannot be excluded or limited under applicable law.
You shall assume all liability and costs for the use of this Website or Services or any material thereon that results in the need for servicing, repair or correction of equipment, software or data.
You specifically are aware and agree that the Operator uses “Cloud Services” for the storage and back-ups of data including all data submitted by You which services may be provided and located in foreign jurisdictions. Said cloud services are delivered by third-parties in relation to which the Operator has no control over their business, premises and/or hardware and software and therefore you accept such use of “cloud services” at your own risk and the Operator shall accept no liability or responsibility also in this respect taking into account the limited warranties provided by cloud service-providers.
In addition, in the event that the Operator is required to use any import/export media in respect of services offered by third-parties, You will bear the entire risk of loss of, or damage to, any such media (including Data) while in transit and you are solely responsible for obtaining insurance at your expense. We have no liability or responsibility with respect to any delay, damage or loss incurred during shipment, including loss of Data. You agree that the third-parties may process data relating to the Operator’s business, including data which may relate to as reasonably required for purposes of carrying out their services.
The Operator reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website and/or Services (or any part thereof) with or without notice. You agree that the Operator shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Website Services and it is your obligation to safeguard your data by carrying out periodic back-ups.
The Operator may back-up your data from time to time provided however the Operator shall provide to you a back-up facility on the Web Application and therefore you agree to undertake regular back-ups from time to time by means of this back-up facility.
14. General Indemnity
You agree to defend, indemnify and hold the Operator, its assignees and successors and each of its respective officers, representatives, directors, employees, agents, licensors and suppliers, harmless from and against any damages, losses, disputes, claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your use of the content, Website or the Services in a manner that violates or is alleged to violate these Terms and Conditions or is otherwise illicit, unlawful or unauthorised.
The Operator shall provide reasonable notice to you of any such claim, suit, or proceeding, and may at its discretion reasonably cooperate with you, at your expense, in your defence of any such claim, suit or proceeding.
15. Disclaimer of Warranties
You hereby expressly understand and agree that your use of the Website and/or Services is at your sole risk on an “as is” and “as available” basis with any faults and failings and without any representation, warranty or guarantee express or implied including without limitation any implied warranty of completeness, quality, merchantability, fitness for a particular purpose or non-infringement. Except as may be explicitly stated in these Terms and Conditions the Operator expressly disclaims all warranties of any kind whether express or implied. Therefore, whilst the Operator endeavours to ensure that the Website and Services perform in accordance with its intended use, the Operator makes no warranty that:-
i. the Website and/or Services will meet your requirements or are fit for any particular purpose,
ii. the Website and/or Services will be uninterrupted, timely, secure, or error free,
iii. any results obtained from the use of the Services are fit for a particular purpose or are accurate or reliable,
iv. the quality of any products, services, information, or other material obtained by you through the Website and/or Services will meet your expectations, and/or
v. any errors in the Website and/or Services and any content thereon will be corrected.
No advice or information, whether oral or written, obtained by You from the Operator or through or from the Website and/or Services shall create any warranty not expressly stated herein.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations in the Clause entitled “Legal Use & General Limit of Liability” and/or “Disclaimer of Warranties” may not apply to you. You agree however that such exclusions and limitations are reasonable, in particular, in light of the nature of the information technology communications industry which relies on third-party providers, including power and energy providers for which the Operator cannot be and is not responsible. In the event that this exclusion of liability is held by a court of competent jurisdiction to be unlawful, the Operator’s aggregate total liability towards You for all such damages and losses shall be limited to fees, if any, paid during the three months preceding the event giving rise to liability to the Operator by the person suffering loss. In any event, the Operator shall not be held liable for any breach of these Terms and conditions or for any loss, damages or claims resulting from any force majeure or event beyond its reasonable control.
16. Assignment or Re-Selling
The Website and Services are offered to You on a personal-use basis.
You agree not to reproduce, duplicate, copy, sell, resell, or exploit for any commercial purposes, the Website and/or Services or part thereof. You may not assign or sell or otherwise dispose of your rights and obligations pursuant to this Agreement except with the prior written consent of the Operator.
Notices to you may be made via either e-mail or regular mail. It is your responsibility to ensure that the Operator always has your updated and valid contact details and to inform the Operator of any changes thereto. The Operator may also provide notices of changes to the Terms and Conditions or other matters by displaying notices or links to notices to You generally on the Website and/or Services.
Confidentiality: Any correspondence with the Operator or any of the Operator’s associated companies, agents, employees, or persons engaged or sub-contracted by the Operator shall be treated as private and confidential and failure to retain such information as private and confidential shall be an infringement of these terms which may cause substantial damages to the Operator.
18. Applicable Law
These Terms and Conditions are governed by and shall be construed in accordance with the laws of Malta. If any provision of these Terms and Conditions is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect. No waiver of any of these Terms and Conditions shall be deemed a further or continuing waiver of such term or condition or any other term or condition.
The Operator seeks to resolve all disputes by amicable discussion and therefore in the event of any complaint, problem or concern you are cordially invited to raise the matter with the Operator who may consider the problem and if necessary may appoint an independent mediator to assist the parties in arriving at an amicable solution. Otherwise You expressly agree that the exclusive jurisdiction for any dispute with the Operator, or in any way relating to your use of the Website and/or Services, resides in the courts of Malta (EU), and you further agree and expressly consent to the exercise of personal jurisdiction in the competent Maltese courts or tribunals in connection with any such dispute including any claim involving the Operator or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers.