Terms and Conditions for Business Users
GENERAL TERMS AND CONDITIONS OF SERVICE
Version 1.0.0
1. INTERPRETATION
1.1. Definitions
In these Terms and Conditions unless otherwise stated:-
"Act" means the Telecommunications Act 1984;
"Additional Charges" means any charges payable to the Company
for services not included in the Service Package as amended from
time to time, details of which can be found on the Company's
website through www.whzan.com
and which are payable in accordance with Clause 4;
"Alarm" means notifications sent by the Service to the Customer
based on Customer set threshold values of Datapoint s and
"Alarms" shall be construed accordingly;
"Charge Amendment Notice" means any notice of variations to the
Charges and/or the Additional Charges in respect of the Services
as may be issued from time to time:
"Charges" means the charges payable by the Customer for the
provision of the Services details of which can be found on the
Company's website www.whzan.com
as amended from time to time and which are payable in accordance
with Clause 4;
"Company" means Solcom Limited, a company registered in England
and Wales under number 3525534 whose registered office is
currently situated at Solcom Limited, Solcom House, 79 George
Street, Ryde, Isle of Wight, PO33 2JF, United Kingdom;
"Commencement Date" means the date upon which the Contract is
formed in accordance with Clause 2;
"Contract" means the contract between the Company and the
Customer for the supply of the Services in accordance with these
Terms and Conditions;
"Credit/Debit Card" means any credit card or debit card issued
by financial institutions which is acceptable to the Company and
includes but is not limited to Master Card, American Express,
Switch Card, Delta Card and Visa Card;
"Customer" means the person who registers for the Service;
"Datapoint " means one data producing source which registers
data and Datapoint s shall be construed accordingly;
"Force Majeure Event" has the meaning given to it in Clause
11.1;
"Intellectual Property Rights" means all or any registered or
unregistered intellectual property rights in any part of the
world, including but not limited to patents, trademarks, design
rights, copyrights, topographical rights, know-how, rights in
databases, rights in inventions and ideas and rights to
confidence together with any right to apply for any such
intellectual property rights and the benefit of any applications
for any such intellectual property rights and any similar
intellectual property rights anywhere in the world;
"PayPal" means the payment services offered by PayPal (Europe)
Ltd.;
"Service" and "Services" means the provision of the whzan© data
collection, data display and data storage services as applicable
at any one time;
"Service Package" means the services purchased by the Customer
and provided with the Service and can comprise of the collection
of data from a specified number of Datapoint s, display of such
data with the help of the Service and the storage of historical
values of the Datapoint s for which data is collected using the
Service and/or provision of Alarms;
"Shop" means the software shop on the whzan© website at
Whzan Shop;
"Software" has the meaning given to it in Clause 5.5;
"Termination Date" means the date of termination of the
Contract;
"Third Party" means a party which is neither the Company nor the
Customer;
"Third Party Software" means software available for purchase at
the Shop;
"whzan©" means the whzan© software and related hardware
infrastructure accessible via the
www.whzan.com website through a subscription;
"Whzan Gateway" means software used to connect a data source to
the Service;
"Working Day" means a day other than a Saturday or Sunday on
which the Clearing Banks in the United Kingdom are open to the
public for the transaction of business.
1.2. References
In these Terms and Conditions, "Clauses" are references to
clauses in these Terms and Conditions; "Persons" include a
reference to any body corporate, unincorporated association or
partnership; the singular shall include the plural and vice
versa; and references to a statute, statutory instrument,
regulation, order or licence is a reference to that statute,
statutory instrument, regulation, order or licence as
substituted, varied or re-enacted from time to time, unless the
context otherwise requires.
1.3. Include
The words "include" and "including" are to be construed without
limitation.
1.4. Headings
The headings in these Terms and Conditions are for convenience
only and shall not affect the interpretation of these Terms and
Conditions.
2. FORMATION OF CONTRACT AND ACCEPTANCE OF THE TERMS AND
CONDITIONS
2.1. The Company shall provide the Services to the Customer in
accordance with these Terms and Conditions provided that the
Customer has indicated their acceptance by clicking the "I
accept the Terms and Conditions" box on the whzan© website as
part of the registration process for the Services.
2.2. In the event that the Customer does not accept these Terms
and Conditions as set out above the Company shall not provide
the Services.
2.3. The Customer's acceptance of these Terms and Conditions as
set out above constitutes an offer by the Customer to purchase
the Services from the Company in accordance with these Terms and
Conditions. Such offer shall only be deemed to be accepted by
the Company when the Company dispatches an email confirmation of
the registration for the Services at which point and on which
date the Contract shall come into existence.
3. SUPPLY OF THE SERVICES
(a) The Company shall supply the Services to the Customer as
soon as reasonably practicable and in any event no later than
thirty (30) Working Days from the Commencement Date, except in
the case of non-payment of Charges or Additional Charges by the
Customer or where the Company is prevented from providing the
Services by a Force Majeure Event.
(b) The Company shall inform the Customer of any delay in the
delivery of the Services as soon as reasonably practicable.
(c) The Company shall provide a full refund to the Customer of
the Charges and any Additional Charges paid by the Customer if
the Company is unable to supply the Services for which a payment
has been made by the Customer within thirty (30) Working Days of
the Commencement Date.
3.1. Warranty
3.1.1. The Company warrants to the Customer that the Services
will be provided using reasonable care and skill.
3.1.2. The Company provides no warranties in relation to:
(a) the suitability of the Services for any particular purpose;
(b) the functionality of the software underlying the provision
of the Services; and
(c) the functionality of any Third Party software (including
software purchased from the Shop), components or hardware used
for the provision of the Services including without limitation
any provision of broadband, computer clouds or mobile phone
systems and computer or mobile phone networks.
3.1.3. The Company shall not, if applicable, assign to the
Customer the benefit of any licence, warranty, guarantee or
indemnity given by a Third Party supplying any goods or services
to the Company unless agreed with the Customer in writing and
with the Third Party's prior written consent.
3.1.4. The Company reserves the right to make any changes to the
Services which are necessary to comply with any applicable law
or safety requirement, or which do not materially affect the
nature or quality of the Services, from time to time by giving
reasonable notice to the Customer by e-mail to his designated
e-mail address as provided to the Company on the Commencement
Date.
3.1.5. The provision of the Services will at all times be
subject to any downtime and/or interruptions caused by computer
or software failure or routine or emergency maintenance by the
Company, the Customer or by Third Parties.
3.2. Limitation of Liability
3.2.1. Nothing in these Terms and Conditions shall limit or
exclude the Company's liability for:
(a) death or personal injury caused by its own negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any matter for which it would be illegal for the Company to
exclude, or attempt to exclude, its liability.
3.2.2. Subject to Clause 3.2.1, the Company shall not be liable
to the Customer for:
(a) the loss of any material or data uploaded onto the Service
and the servers used to provide the Services;
(b) the incompatibility of the Service with any of the
Customer's equipment, software or telecommunications links;
(c) any technical problems including errors or interruptions of
the Services which are outside of the Company's control;
(d) any failure of Third Party software including without
limitation the Silverlight product supplied by Microsoft, Inc.;
or
(e) any failure of Third Party hardware including platforms,
computer cloud or kit.
3.2.3. Subject to Clause 3.2.1:
(a) the Company shall not be liable to the Customer, whether in
contract, tort (including negligence), breach of statutory duty,
or otherwise, for any loss of profit, or for any indirect or
consequential loss arising under or in connection with the
provision of the Services; and
(b) the Company's total liability to the Customer in respect of
all other losses arising under or in connection with the
provision of the Services, whether in contract, tort (including
negligence), breach of statutory duty, or otherwise, shall not
exceed the total of twelve (12) consecutive monthly Charges paid
by the Customer in the twelve (12) consecutive months prior to
the breach.
3.2.4. To the extent permitted by law, the Company shall not be
liable to the Customer save as expressly provided for in these
Terms and Conditions and shall have no other obligations, duties
or liabilities whatsoever to the Customer in contract, tort or
otherwise.
3.2.5. The Company shall not be liable to the Customer or to any
Third Party for any failure by the Customer to comply with its
obligations under these Terms and Conditions.
4. CHARGES
4.1. All Charges and Additional Charges are listed on the
www.whzan.com website under
Pricing. Please consult this page on the
website from time to time . The Charges shall be payable by the
Customer to the Company for the provision of the Services. The
Additional Charges shall be payable by the Customer to the
Company for any services not included in the Service Package.
The Charges and the Additional Charges shall be payable in
accordance with this Clause 4.
4.2. Except where Clause 4.3 applies, the Charges and any
Additional Charges shall be payable by the Customer one (1)
month in advance on the Commencement Date and every thirty (30)
days thereafter.
4.3. Where a Customer has the benefit of a promotional offer to
use the Services free of charge for a specified period, the
Charges and any Additional Charges shall not be payable until
the expiry of such promotional period.
4.4. The Company shall issue an invoice for the Charges and any
Additional Charges on the Commencement Date or as soon
thereafter as is reasonably practicable. The invoice shall be
delivered to the Customer through the Customer's administration
menu for the Services.
4.5. Payment of the Charges and any Additional Charges can only
be made by a valid Credit/Debit Card, by direct debit or through
PayPal and the Customer shall provide details of the same as
part of the registration process for the Services via the
www.whzan.com website.
Payments processed by PayPal are subject to PayPal's terms and
conditions of service, and the Company makes no representations
or warranties with respect to those services.
4.6. Neither the Company nor the Customer shall be entitled to
set off a credit against any amount owed to it by the other in
relation to the Services.
4.7. All prices quoted in these Terms and Conditions and
anywhere on the www.whzan.com website include the current rate
of UK VAT or any other rate set out in legislation in relation
to Value Added Taxes in force in the United Kingdom from time to
time.
4.8. The Customer acknowledges that the Charges and the
Additional Charges are exclusive of any telecommunication
charges or any other charges the Customer may incur for the
infrastructure needed for accessing the Services whether
consisting of software, hardware or any communications networks
of any kind. All telecommunication charges and such
infrastructure charges and costs incurred by the Customer in
connection with the use of the Services remain solely the
responsibility of the Customer at all times. The Company does
not accept any liability or responsibility for any such charges.
4.9. The Company shall be entitled to vary the Charges and/or
the Additional Charges from time to time with effect from the
date specified in a Charge Amendment Notice. The Company shall
issue a Charge Amendment Notice no later than two (2) weeks
prior to the date that any variation of the Charges and/or the
Additional Charges shall come into force.
4.10. The Customer shall no later than one (1) week from the
date of deemed receipt of the Charge Amendment Notice send a
counter notice to the Company by email accepting or rejecting
the terms of the Charge Amendment Notice. Such notice shall be
sent to notifications@whzan.com.
4.11. In the event that the Customer accepts the terms of the
Charge Amendment Notice or fails to send notice to reject the
proposed new Charges and/or Additional Charges (as the case may
be) as notified in the Charge Amendment Notice within the
specified period, the terms of the Charge Amendment Notice shall
apply from and including the date specified in the Charge
Amendment Notice and these Terms and Conditions shall be deemed
to be varied accordingly.
4.12. In the event that the Customer rejects the terms of the
Charge Amendment Notice, the Customer has the right to terminate
the Services with effect from the date in the Charge Amendment
Notice, such notice of termination to be received by the Company
no later than seven (7) Working Days before the date of
commencement of the new Charges and/or the Additional Charges as
outlined in the Charge Amendment Notice.
4.13. In the event that the payments for the Charges and/or
Additional Charges are rejected by the Customer's bank or credit
card provider or are stopped by the Customer or their bank or
credit card provider an administrative fee of £10 will be
payable by the Customer to the Company unless waived by the
Company at its sole discretion.
4.14. If the Charges and/or the Additional Charges, as
applicable, are not paid by the Customer within thirty (30)
Working Days of the due date for payment the Company shall
instruct a debt recovery agency to recover all sums due from the
Customer and all reasonable expenses incurred by the Company in
recovering such debts.
5. CUSTOMER OBLIGATIONS
5.1. The Customer warrants that it has the capacity to enter
into the Contract.
5.2. The Customer shall:-
5.2.1. Keep full security copies of the Customer's computer
programs, database and computer records on a daily basis, or
more frequently if required by best computing practice, and be
responsible for the security of his computer and
telecommunications systems and networks at all times including
the transmission of any data across such systems and networks;
5.2.2. Obtain the consent of individuals whose personal data are
to be held on the user registration pages or data history store
of each whzan© account. The Customer must promptly notify the
Company of any changes to the Customer's registered details
including (but not limited to):- (a) name and address of the
Customer; (b) name, postal address, e-mail address, telephone
and fax number of the technical contact and administrative
contact of the Customer's domain name(s) and in any event
provide such information within fifteen (15) Working Days of a
request for such information from the Company. All such changes
must be notified to the e-mail address
customerservices@whzan.com;
5.2.3. In order to maintain the data-transfer volume
restrictions as agreed in each Service Package, check all usage
statistics emailed by the Company to the Customer's nominated
email address. Where data transfers exceed the Service Package,
the Company may suspend the Services in accordance with Clause
8.2;
5.2.4. Notwithstanding Clause 16.5, keep confidential all
passwords received from the Company for the purpose of the
Services and notify the Company immediately upon becoming aware
that a password has become known to an unauthorised Third Party;
5.2.5. Only make use of the Services for a legitimate and lawful
purpose;
5.2.6. Complete its own tests for computer viruses in accordance
with best computing practice prior to each and every operational
use of the Services;
5.2.7. Allow the Company to access the Customer's whzan© account
and data contained within to check for any infringements of the
Customer's obligations under these Terms and Conditions;
5.2.8. Ensure that it/he complies at all times with all relevant
laws and obligations including but not limited to any licence
under the Act which is applicable to the Customer and all
related laws in any territory in which the Customer is situated
or in which the Customer's data and mimics may be accessed or
made available. The Customer must also obtain any relevant
consents and approvals for the installation and use of the data
collected by whzan©;
5.2.9. Ensure that all hardware, devices and equipment from
which data is collected using the whzan© or is used to connect
to whzan© is:
- correctly installed and connected according to the
manufacturer's instructions or as regulated by relevant laws of
the territory where the hardware, devices and equipment reside;
- correctly used and housed in appropriately heated and
ventilated areas as instructed by the manufacturer and as
regulated by the laws of the territory where the hardware,
devices and equipment reside;
- correctly maintained as recommended by its manufacturer or as
regulated by relevant laws of the territory where the hardware,
devices and equipment reside;
- correctly, appropriately and adequately operated and monitored
when in use using appropriate skill and care in such operation
and monitoring of the hardware, devices and equipment and always
according to manufacturer's instructions and the laws of the
territory where such operation and monitoring takes place.
5.3. The Customer shall NOT:-
5.3.1. Send, transmit, make available, copy, retransmit,
broadcast or publish (whether directly or indirectly) in
whatever form any data, information or contractual rights,
material or statement which infringes the Intellectual Property
Rights or contractual or statutory rights or common law rights
of any person or legal entity or the laws or statutory
regulations or common law rights relating to defamation,
contempt, blasphemy, infringement of privacy or personal data
rights and any equivalent or related laws in any territory in
which they are or may be accessed or made available;
5.3.2. Make use of the Services to send or cause to be sent or
forwarded electronic mail without the express or assumed
agreement of the respective recipient and the consent of the
owner of such mail or data contained in such mail. This shall
include but not be limited to not sending large numbers of
electronic mails with the same content which is commonly
referred to as "spamming";
5.3.3. Use the whzan© account to store data other than that
collected with an authorised Whzan Gateway and within the terms
of the Service Package under these Terms and Conditions;
5.3.4. Use the Services to obtain or offer or permit to be
offered for profit or otherwise any material, images, displays
or services which are erotic or pornographic including but not
limited to any other material, images, displays or services
which are offensive, illegal or immoral or which are in breach
of any legal obligation;
5.3.5. Arrange its display page(s) in a way that leads to a risk
of or causes an excessive load on the server provided by the
Company in connection with the Services;
5.3.6. Exceed the relevant data transfer volume applicable to
the Service Package unless the Customer has agreed with the
Company to pay Additional Charges for the Service Package for
the data transfer volume exceeding the agreed level in the
Service Package;
5.3.7. Use the Services in a manner which infringes a Third
Party's copyright or other Intellectual Property Rights;
5.3.8. Try to damage or enter the Service or servers used to
provide the Service in any manner which could be construed as
"hacking" into the Services, whzan© software or servers used to
provide the Services.
5.4. Without prejudice to any other rights of the Company
arising from these Terms and Conditions or otherwise, the
Customer will indemnify the Company against all claims, losses,
liabilities, expenses, fines and penalties of whatsoever nature
made, incurred or imposed as a result of a breach by the
Customer of the terms of this Clause 5.
5.5. Software ('Software') is provided for online use as part of
the Services, and the use of such Software may be subject to
Additional Charges in accordance with these Terms and
Conditions. The Customer shall not download, install, store or
make any copies of the Software for any other use, nor shall the
Customer sublicense the Software. The Customer shall not in any
way translate, decompile, reverse engineer, disassemble, modify,
reproduce, rent, lease, lend, licence, distribute, market or
otherwise dispose of any portion of the Software or any copies
thereof and shall not assist any third party in doing so. The
Software is designed to be used through the Company's whzan©
user interface and, as such, may be utilized by any authorized
user from any computer or workstation. This right is
automatically revoked upon termination of the Services. The
Company reserves the right to modify or discontinue the Software
at any time without notice.
6. TERMINATION
6.1. By the Company and the Customer
6.1.1. Without limiting its other rights or remedies, each of
the Company and the Customer may terminate the Contract with
immediate effect by giving written notice to the other party if:
(a) a petition is filed, a notice is given, a resolution is
passed, or an order is made, for or in connection with the
winding up of that other party (being a company) other than for
the sole purpose of a scheme for solvent amalgamation of that
other party with one or more companies or the solvent
reconstruction of that other party;
(b) the other party (being an individual) is the subject of a
bankruptcy petition or order;
(c) an application is made to court, or an order is made, for
the appointment of an administrator over the other party (being
a company);
(d) a person becomes entitled to appoint a receiver over the
assets of the other party or a receiver is appointed over the
assets of the other party;
(e) any event occurs or proceeding is taken with respect to the
other party in any jurisdiction to which it is subject that has
an effect equivalent or similar to any of the events listed in
Clauses 6.1.1 (a) to (d) inclusive; or
(f) the other party suspends or ceases to carry on all or a
substantial part of its business.
6.1.2. Each of the Company and the Customer may terminate the
Contract at their sole discretion by giving the other not less
than thirty (30) Working Days' written notice.
6.2. By the Customer
6.2.1. The Customer may terminate the Contract with immediate
effect by giving written notice to the Company in accordance
with Clause 6.1.1 and if the Company is unable to supply the
Services for which a payment has been made by the Customer
within thirty (30) Working Days from the Commencement Date as
set out in Clause 3(c).
6.2.2. The Customer may terminate the Contract by giving the
Company not less than thirty (30) Working Days' written notice
in accordance with Clause 6.1.2.
6.3. By the Company
6.3.1. Without limiting its other rights or remedies, the
Company may terminate the Contract with immediate effect by
giving written notice to the Customer in accordance with Clause
6.1.1 and if:
(a) the Customer fails to pay the Charges and/or Additional
Charges within 20 (twenty) Working Days of the due date for
payment;
(b) the Customer is in breach of any of their obligations under
Clause 5 and fails to remedy such breach (where capable of
remedy) within ten (10) Working Days of being notified by the
Company to do so;
(c) access to the Services is suspended by the Company in
accordance with Clause 8 for more than fourteen (14) Working
Days; or
(d) a Force Majeure Event prevents the Company from providing
the Services for more than two (2) weeks in accordance with
Clause 11.3.
6.3.2. The Company may terminate the Contract by giving the
Customer not less than thirty (30) Working Days' written notice
in accordance with Clause 6.1.2.
7. EFFECT OF TERMINATION
7.1. Termination or expiry of the Contract for whatever reason
shall not prejudice or affect any right of action or remedy
which shall have occurred or shall accrue thereafter to either
of the parties.
7.2. On termination or expiry of the Contract for whatever
reason:
(a) the Customer shall delete all software downloaded from the
whzan© server;
(b) the licence to use any software product downloaded from the
Shop and thereby granted to the Customer in respect of the
Service by the Company shall be revoked with immediate effect;
(c) the Customer shall pay immediately all Charges and/or
Additional Charges outstanding under these Terms and Conditions
to the Company within 14 (fourteen) Working Days;
(d) the Customer shall pay all amounts (if any) as and when such
amounts shall fall due under the indemnity given in Clause 5.4.
7.3. If the Termination by the Customer happens in the middle of
the prepaid period of one month, the Company will reimburse the
Customer any Charges and/or Additional Charges that would have
been due for the remaining but unused period. The reimbursement
will be a proportion of the prepaid fee for the period in which
the termination takes place.
7.4. Upon termination of the Services the Customer shall be
bound to pay any outstanding amounts of the Charges in respect
of the Services received up to and including the date of
termination and the Company agrees to refund in full the
difference between the Charges for the Services received up to
the date of termination and the amount actually received by the
Company from the Customer. The Customer acknowledges that
invoices relating to any goods or services purchased from third
parties by the Company on behalf of the Customer are
non-refundable.
8. LIMITATION OF SERVICE
8.1. From time to time, the volume of data transfer between the
Customer's devices and the Services may be limited either
because of the chosen Service Package or any limitations placed
on the service capacity by Third Party suppliers. The Company
reserves the right to limit the data transfer volume thus
available to the Customer according to the volume levels of the
agreed Service Package and according to any volume limitations
imposed by Third Party suppliers.
8.2. The Company shall be entitled to suspend access to the
Services if the Customer is in breach of any of its obligations
under Clause 5 and fails to remedy such breach (where capable of
remedy) within five (5) Working Days of being notified by the
Company to do so. This Clause shall not be construed in any way
as limiting the termination rights of the Company.
8.3. If access to the Services is suspended as a result of
downtime caused by routine or emergency maintenance by the
Company, the Services shall be reconnected as quickly as
practicable after, in the opinion of the Company, such
circumstances giving rise to the need to suspend have ceased to
exist.
8.4. Following a suspension of the Services pursuant to Clause
8.2, the Customer shall be obliged to apply for reconnection of
access to the Service, but the Company shall not be obliged to
reconnect access to the Service.
8.5. On receipt of an application to reconnect pursuant to
Clause 8.4, the Company may do one of the following:-
(a) reconnect as soon as reasonably practicable subject to
payment of all previously outstanding Charges and/or Additional
Charges and any amounts due;
(b) specify additional reasonable terms required by the Company
prior to agreeing to access to the Service;
(c) refuse to allow access to the Service on the basis that the
breach or instruction or event which led to the suspension of
access remains in place.
8.6. The Customer will pay a Reconnection Charge of a minimum of
£15 as may be required from time to time by the Company for
reconnection to the Services.
8.7. The Customer may be required at the Company's discretion to
remove all software downloaded from the whzan© servers provided
the Customer is not legally obliged to keep the programs for a
longer period. This Clause shall not prejudice or affect any
other right of action or remedy or obligation which shall have
occurred or shall accrue thereafter to either of the parties.
8.8. The Third Party Software is subject to separate terms and
conditions of the supplier of such Third Party Software. The
Customer is urged to carefully study such terms and conditions.
9. INTELLECTUAL PROPERTY RIGHTS
9.1. All Intellectual Property Rights of the Company in any
Service and ancillary documentation including these Terms and
Conditions shall at all times remain vested in the Company.
9.2. In consideration of and subject to payment of the Charges
by the Customer upon the Commencement Date, and the compliance
by the Customer with these Terms and Conditions, the Company
grants to the Customer on and from the Commencement Date until
the termination of the Contract in accordance with Clause 6 of
these Terms and Conditions, a revocable non exclusive licence to
use the Service and ancillary documentation in accordance with
this Clause 9.
9.3. Should the Customer be authorised by the Company to have
the use of multiple service accounts for whzan©, the following
user conditions shall apply to each account.
9.4. The Customer shall undertake to ensure that everyone who
uses the Service shall observe these Terms and Conditions.
9.5. The Customer may take such back up copies of any software
installations as is necessary in accordance with best computing
practice. Help pages off the whzan© website may be printed out
on paper for use in the Customer's security or quality
procedures only.
9.6. The Customer shall not be entitled to use, copy, process or
transfer any part of whzan© in a way other than that described
herein to convert it into another form
(Reverse-Assemble-Reverse-Compile) or in any other way translate
any part of whzan©, if such conversion is not indispensably
provided for by express legal regulations. The Customer shall
not be entitled to rent out or lease the Service or assign or
sub-licence the Service except as expressly agreed under these
Terms and Conditions.
10. DATA PROTECTION
10.1. All information, mail messages and other data stored on
the Company's computer systems or servers operated by the
Company or caused to be operated by the Company including any
computer clouds which may be used to provide the Service will be
treated as private and solely the property of the Customer at
all times and will not be duplicated, copied, reproduced or
viewed publicly in any way except with express or implied
permission of the Customer obtained in advance in writing using
e-mail communication and/or for the purpose of the Company's
back-up services and/or providing the Customer with the Services
and/or for the Company's own internal purposes such as market
research. By proceeding to use the Company's Service the
Customer consents that the Company may process the personal data
that the Company collects from the Customer in accordance with
the Privacy Policy.
Please refer to our Privacy Policy for further details,
here.
10.2. The Company expressly points out to the Customer that by
agreeing to these Terms and Conditions the Customer acknowledges
and agrees that once the Customer's unencrypted data passes onto
the Internet, it is not secure and is open to unscrupulous use.
The Company cannot accept responsibility or liability for any
data or information that becomes available by such means against
the wishes of the Customer and the Company recommends the use of
encryption for transfer of sensitive data or information.
10.3. The Customer accepts that the Company will put its/his
name on the Company mailing list for receipt of product and/or
service information and other advertising material from the
Company unless the Customer informs the Company at the time of
registration for the Services that it/he does not wish to
receive such material. The Company will however not use the
names of individuals in any Company advertising material.
11. FORCE MAJEURE
11.1. For the purposes of these Terms and Conditions, "Force
Majeure Event" means an event beyond the reasonable control of
the Company including but not limited to strikes, lock-outs or
other industrial disputes, failure of a utility service or
transport network, act of God, war, riot, civil commotion,
malicious damage, compliance with any law or governmental order,
rule, regulation or direction, accident, fire, flood or storm.
11.2. The Company shall not be liable to the Customer as a
result of any delay failure in performing its obligations under
this Contract as a result of a Force Majeure Event.
11.3. If the Force Majeure Event prevents the Company from
providing the Services for more than two (2) weeks, the Company
shall, without limiting its other rights and remedies, have the
right to terminate this Contract immediately by giving written
notice to the Customer.
12. COMPLAINTS
The Customer should address any complaints concerning the
provision of the Services to the Company via email as set out in
Clause 16.6.
13. ASSIGNMENT
13.1. The Company may at any time assign, transfer, charge,
subcontract or deal in any other manner with all or any of its
rights under the Contract and may subcontract or delegate in any
manner any or all of its obligations under the Contract to any
third party or agent.
13.2. The Customer shall not, without the prior written consent
of the Company which shall not be unreasonably withheld, assign,
transfer, charge, subcontract or deal in any other manner with
all or any of its rights or obligations under the Contract.
14. THIRD PARTY RIGHTS
Nothing in these Terms and Conditions shall be taken as granting
any rights expressly or impliedly whether contractual or
statutory to persons other than the Company and the Customer,
whether by virtue of the Contracts (Rights of Third Parties) Act
1999 or otherwise.
15. IMPORTANT INFORMATION FOR REGISTRATION FOR THE SERVICES
The following information is provided to Customers in compliance
with EU Directive No. 2000/31/EC (the e-Commerce Directive) and
the Companies (Trading Disclosures) Regulations 2008. The
following are the steps to be taken by the Customer to register
for the Services using the Company's
www.whzan.com website:
- Registration by the Customer may only be effected in English.
- Registration will be acknowledged by the Company via email
within twenty-four (24) hours.
- The Customer may check to see whether registration has been
effected correctly and if necessary correct any errors.
- Once registration has been completed, all details will be
filed by the Company and will be accessible to the Customer.
The www.whzan.com website is owned and operated by Solcom
Limited, a company registered in England and Wales under company
number 3525534 whose registered office is situated at Solcom
House, 79 George Street, Ryde, Isle of Wight, PO33 2JF, United
Kingdom. Our main trading address is Solcom House, 79 George
Street, Ryde, Isle of Wight, PO33 2JF. Our VAT number is GB 717
5059 31. The Company may be contacted by post at its registered
office address, through the www.whzan.com website, by email at
one of the addresses set out in Clause 16.6 or by telephone on
+44 (0)1983 817008.
The Customer may contact the Company via the email support on
the main whzan© website.
16. GENERAL
16.1. No delay, neglect or forbearance on the part of either
party in enforcing against the other party any of these Terms
and Conditions shall either be or be deemed to be a waiver in or
in any way prejudice any right of that party under these Terms
and Conditions, unless such waiver shall be in writing.
16.2. If a court or any other competent authority finds that any
provision of these Terms and Conditions (or part of any
provision) is invalid, illegal or unenforceable, that provision
or part-provision shall, to the extent required, be deemed
deleted, and the validity or enforceability of the other
provisions of these Terms and Conditions shall not be affected.
16.3. In case of corporate Customers, no item of whzan© software
or Service is to be used by any person other than the Customer's
officers, employees or agents. In case of individual business
Customers, the Customer is the only person having the right to
access the whzan© Services.
16.4. This Contract, and any dispute or claim arising out of or
in connection with it or its subject matter or formation
(including non-contractual disputes or claims), shall be
governed by, and construed in accordance with, English law, and
the parties irrevocably submit to the exclusive jurisdiction of
the courts of England and Wales.
16.5. Each party shall treat as confidential all information
received by it from the other party relating to the other
party's business, customers, strategies and plans, and such
information may only be used for the purpose of these Terms and
Conditions and may only be disclosed in strict confidence to its
professional advisers or any person to whom disclosure is
required by law, to its employees or subcontractors where
reasonably necessary for the purposes envisaged by these Terms
and Conditions, and where otherwise specifically permitted by
these Terms and Conditions.
16.6. All notices given by the Customer to the Company must be
delivered via the email addresses listed below.
The Company may give notice to the Customer at either the email
or postal address provided to the Company when registering for
the Services or by posting notices on the www.whzan.com website.
For contractual purposes, the Customer agrees to this electronic
means of communication and acknowledges that all contracts,
notices, information and other communications that the Company
provides to the Customer electronically comply with any legal
requirement that such communications be in writing. This
condition does not affect the Customer's statutory rights.
Notice will be deemed received and properly served immediately
when posted on the www.whzan.com website, twenty-four (24) hours
after an email is sent, or three (3) Working Days after the date
of posting of any letter.
In proving the service of any notice, it will be sufficient to
prove, in the case of a letter, that such letter was properly
addressed, stamped and placed in the post and, in the case of an
email, that such email was sent to the specified email address
of the addressee.
Notices to the Company shall be delivered by e-mail as follows: