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hibu Global Limited Products and Services Terms and Conditions
Introduction
We are hibu Global Limited, a company registered in England and Wales under company number 08178911
and with our registered office at One Reading Central, Forbury Road, Reading, Berkshire, United Kingdom
RG1 3YL (“we/our/us”). Our VAT number is GB 765 346 017 and our email address is
[email protected] (if Your Country is the UK) and [email protected] (if Your Country is the
USA).
We and some of Our Representatives operate a range of websites, including Our UK Website and Our USA
Website (“Websites”), that list the products and services, which we offer for sale to businesses. We also
make our services available in person, face to face or over the telephone. We use the words “Service” and
“Services” to refer to any or all of our products and services.
The legal terms and conditions on which we sell the Services (“Terms”) are made up of:
1)
this Introduction;
2)
the general terms and conditions applicable to all Services, which are set out below (“General
Terms”);
3)
the terms and conditions specific to each individual Service, available by clicking on the appropriate
hyperlink or by scrolling down to the end of these General Terms (“Service Terms”); and
4)
any other policies, documents or pages that are referred to in either the General Terms or the Service
Terms (“Additional Terms”).
Our Services and the Terms may change over time. We will notify you of these changes as they occur. For
further details of the types of changes that we may make, please see paragraphs 6 and 8(c)(i) below.
Once you order Services from us and we confirm your order, both we and you (on your own behalf and on
behalf of the business you represent (if any)) will have to comply with the Terms. Please read the Terms
carefully and make sure that you understand them, before ordering any Services from us. We strongly
recommend that you read the General Terms and all Service Terms and Additional Terms that apply to the
Services that you want to buy.
You will need to accept the Terms before you order our Services. If you do not accept the Terms, you will
not be able to order any Services from us. You should print a copy of the Terms, or save them to your
computer, for future reference.
General Terms
1.
Definitions
When the following words with capital letters are used in the Terms, this is what they mean:
“Agreement” means the Service Description, the Service Pricing, the Confirmation of Order and the
Terms.
“Beta Services” has the meaning given in paragraph 14(a).
“Confirmation of Order” means the document, webpage or electronic communication that we issue
to you to confirm our acceptance of your Order.
“Content” means any and all textual, graphical, visual and audio content including text, code,
graphics, images, logos, photographs, sounds, music, video, animation, characterization, URLs,
trademarks, data, media and other content in any form.
"Domain Name" means an internet domain name that is registered through a Registry.
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“Event Outside Our Control” means any act or event beyond our reasonable control, including
without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot,
invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or
preparation for war, fire, explosion, storm, flood, earthquake, epidemic or other natural disaster, or
failure of public or private telecommunications networks.
“Fees” means the fees payable by you for the Services, which are described in the Service Pricing.
“Free Services” has the meaning given in paragraph 15(a).
“ICANN” means the Internet Corporation for Assigned Names and Numbers.
“Intellectual Property Rights” means all (a) copyrights, patents, rights in trademarks, design rights,
database rights, rights in know-how, trade secrets, service marks, domain names and rights in
confidential information (whether registered or unregistered); (b) applications for registration, and the
right to apply for registration, renewal, extension, division or reissue, for any of the rights listed in (a);
and (c) all other intellectual property rights and equivalent or similar forms of protection existing
anywhere in the world.
“Laws” means laws, regulations, rules, orders, codes of practice or other requirements of
governmental or regulatory bodies with authority existing anywhere in the world.
“Minimum Term” has the meaning given in paragraph 3(b).
“Monthly Budget” means the monthly budget for the Services that may be selected by you from
time to time and which is described in the Service Pricing.
“Order” means your order for the Services (including a request to use Trial Services or Free
Services) which typically may be placed online via the Websites or our electronic contracting portal.
“Our Content” means all Content that we create, publish or otherwise use in connection with
providing the Services, including any Content that we create on your behalf or license from third
parties.
“Our Data” means any and all data relating to the Services or their use by you or anyone else,
including data about the transactions processed through your use of the Services and any other data
identified as “Our Data” in the Service Terms.
“Our Representatives” means our affiliates and any employee, partner, agent, contractor, service
provider, licensor or other representative of us or of our affiliates.
“Our UK Website” means hibubusiness.co.uk and any website that may replace this website at any
time in the future.
“Our USA Website” means hibubusiness.com and any website that may replace this website at any
time in the future.
“Personal Data” means any data which is about a person who is or may, using reasonable
measures, be identified from that data.
"Register" means a Domain Name register, which is managed by a Registry, which lists
Domain Names along with registered owner details.
"Registry" means any of the Domain Name registries or registrars, which is run under the rules of
ICANN. For the purposes of the Terms, any Registry shall be treated as one of Our Representatives.
“Service Description” means the description of a Service made available by us (including via our
Websites) from time to time.
“Service Month” has the meaning given in paragraph 3(b).
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“Service Pricing” means the pricing information for a Service made available by us (including via
our Websites) from time to time.
“Service Year” means a period of twelve (12) Service Months.
“Start Date” has the meaning given under paragraph 3(a).
“Transaction Data” means the order and shipping information that we give or show you in
connection with the sale of your own products and services and any other data or information we or
Our Representatives give you or you get from us or Our Representatives in connection with the sale
of your products or services or the submission of appointment requests for your services.
“Trial Services” has the meaning given in paragraph 13(a).
“You” and “you” means both the individual entering into the Agreement and the business (if any) on
whose behalf the individual is entering into the Agreement and the terms ”Your” and “your” shall be
construed accordingly.
“Your Content” means all Content that you or your employees, agents and contractors create,
upload, publish or otherwise provide or use in connection with your use of the Services.
“Your Country” means the United States of America if you place an Order with the help of a US
sales rep or use Our USA Website or the United Kingdom if you place an Order with the help of a UK
sales rep or use Our UK Website.
“Your Data” means any data that you give to us or let us access about you, your business, your
actual or prospective customers or the products and services that you sell and any other data
identified as “Your Data” in the Service Terms, but excluding Our Data.
“Your Taxes” means any and all value added, sales, use, excise, import, export and other taxes and
duties assessed, incurred or required to be collected or paid for any reason in connection with any
advertisement or the offer or sale of the goods and services that you advertise or sell through, or in
connection with, the Services.
2.
How the Contract is Made between You and Us
(a)
Please take the time to read and check your Order before you submit it to us.
(b)
Your Order will not be accepted until we issue you with a Confirmation of Order. Once we
issue you with a Confirmation of Order, the Agreement between us will be made. If you have
placed an order for the Services with the help of our US-based telesales team then once we
provide you with the Confirmation of Order and the contract has commenced, you still have a
cancellation right under paragraph 21(c).
(c)
If we are unable to supply you with a Service, for example because that Service is no longer
available, we will inform you of this by email and we will not process your Order. If you have
already paid for the Services, we will refund you the full amount as soon as possible.
(d)
Some of our Services give you the option to upgrade or downgrade to a different version of
that Service. If you want to upgrade or downgrade any Service that you have bought from
us, you will need to follow the instructions in the relevant Services Terms. This also applies
where we give you the option to upgrade from a Trial Service or Free Service to a full version
of that Service. Please note that we do not offer upgrades and downgrades for all of our
Services. We will try to make your upgrade or downgrade effective as soon as possible, but
you agree that this may not happen until the start of a future Service Month.
(e)
If any of the various parts of the Agreement is inconsistent with any of the other parts of the
Agreement, the following order of priority will apply: (i) Confirmation of Order; (ii) Service
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Terms; (iii) General Terms; (iv) Additional Terms; (v) Service Description; and (vi) Service
Pricing.
3.
4.
5.
Contract Term
(a)
The Agreement will begin on the date that we send the Confirmation of Order (“Start Date”).
(b)
If there is a minimum term requirement for a Service, this will be set out in the Service Terms
and will be confirmed to you in the Confirmation of Order (“Minimum Term”). The
Agreement will otherwise continue on a month-to-month basis from the Start Date (or from
the end of the Minimum Term, if applicable) until cancelled by us or you. Each of these
monthly periods will be known as a “Service Month”. By way of example, if the Start Date
were 5 January, the first Service Month would run from 5 January to 4 February and the
second Service Month would run from 5 February to 4 March.
Our Services
(a)
In return for the Fees, we will provide you with access to and use of the Services that you
have bought.
(b)
We try to perform the Services as described in the corresponding Service Descriptions.
(c)
You agree that we may change how Your Content looks, “feels” or is formatted if we think
this is necessary or more convenient for us to provide the Services.
(d)
Some of our Services rely on third parties, for example Google™ or Facebook™, to do
certain things. You acknowledge that (i) we may not be able to provide a particular Service
feature where you do not meet criteria set down by a relevant third party; (ii) we do not have
any control or exercise influence over the third party’s own services; and (iii) a third party’s
service may stop or change from time to time. You acknowledge that these are Events
Outside Our Control and that neither we, nor Our Respresentatives, will be responsible for
any impact these events may have.
(e)
Some of our Services give you the option to use third party tools or Content, for example
Google Maps™. You agree that this use is subject to the terms and conditions of those third
parties and that we are not responsible for the performance or non-performance of any third
party tools or Content.
(f)
Where a Service feature involves setting up an account or setting up or administering a page
or pages on a third party website, you acknowledge that: (i) where necessary, we are
authorised to set up an account on your behalf; (ii) we are authorised to administer the
account, page or pages on your behalf; and (ii) you are authorised and grant us permission
to display all Content on the pages or account.
(g)
Some of our Services involve us acting on your behalf as your agent, for example, to repoint
or move your own Domain Name from one hosting provider to another. You acknowledge
and agree that: (i) where necessary, we are authorised to act on your behalf as your agent;
(ii) we are authorised to administer your account,on your behalf; and (ii) you are remain
responsible for your account with any third party providers.
Customer Contact
(a)
Our customer support team is available 24 hours a day 7 days a week, by simply clicking on
the “Contact Us” section in the footer of any of our Websites. Alternatively you can email,
telephone or write to us using the contact details we put on our Websites or in
correspondence to you. If we can’t answer your question, we may pass you on to a third
party expert who will try to resolve it.
(b)
If we need to contact you, we will do so by email, telephone or post.
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6.
7.
8.
Changes to the Services or the Terms
(a)
We may make changes to the Terms from time to time. If we change the Terms, we will let
you know, either by email or when you next log in to the Services.
(b)
We are always working to improve the Services and may change the Services or stop
providing parts of the Services from time to time. This may be for a number of reasons, for
example where changes are necessary because of a change in Laws or are desirable to
keep up with developments in technology, or where things happen that make it unwise or
difficult to continue to provide a Service in its current form. In the unlikely event that we think
that the change is likely to have a serious detrimental effect on you or the business you
represent, we will tell you about the change either by email or when you next log into the
Services.
(c)
When we notify you of a change to the Terms or the Services, the change will take effect not
until at least 14 days after the date we notified you of the change. If you are not happy with
the change, you can cancel the Services by following the procedure in paragraph 21(a). If
you don’t cancel the Services, we will assume that you are happy with the change.
Use of our Websites
(a)
Your use of our Websites is governed by the applicable Conditions of Use (you’ll find a link
to these in the footer of each of our Websites). Please take the time to read these, as they
include important terms which apply to you.
(b)
We may investigate your online activities, account and any order you place with us for clickfraud or other invalid click activity. You must provide us with reasonable assistance in these
investigations if we ask for it.
Fees and Monthly Budgets
(a)
For all Services we will charge you by way of Fees or a Monthly Budget. The Service Pricing
for each Service confirms how we charge for that Service. Fees and Monthly Budgets will be
chargeable from the Start Date.
(b)
We may use your information to obtain credit reports about you from time to time and you
agree we can do this. This may include us passing your Personal Data, including your
payment details, to credit reference agencies and these agencies may keep a record of any
search that they carry out on our behalf.
(c)
Fees
(d)
(i)
The Fees will be as quoted in the Service Pricing from time to time in the applicable
currency. We may change the Fees for the Services from time to time. We will notify
you of any changes to the Fees either by email or when you next log in to the
Services.
(ii)
The Service Pricing will explain whether the Fees that you are to pay for the Services
are one-off Fees, recurring Fees (for example, monthly, annual, etc.), transactionbased service Fees or some other kind of fees.
(iii)
The Fees for a Service exclude all applicable sales taxes and other taxes which will be
added on to the Fees.
Monthly Budget
(i)
The Monthly Budget includes our charges for the Services.
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9.
We will try to provide Services up to but not more than the value of your Monthly
Budget in any Service Month. Where there is any Monthly Budget left at the end of a
Service Month, we will automatically roll this over into the next Service Month.
(iii)
If a Service is charged on a cost-per-click (“CPC”) or cost-per-thousand-impressions
(“CPM”) basis, the number of clicks or impressions shall be exclusively calculated by
us. Unless there is an obvious mistake on our part, you acknowledge and agree that
click and impression statistics provided by us are the official, definitive measurement
of activity and that no other measurements or usage statistics (including those of a
third party or your own) will be accepted by us. We will try to meet any CPC or CPM
targets listed in the Service Description, but you agree that these are only targets and
are not guaranteed.
(iv)
The Monthly Budget for a Service excludes all applicable sales taxes and other taxes
which will be added on to the Monthly Budget.
How to pay
(a)
When you submit your Order, you must provide us with the payment information that we
request, which may include:
(i)
details for a valid credit card from a card scheme acceptable to us;
(ii)
details for a valid bank account in Your Country; or
(iii)
details for a valid PayPal account.
(b)
You must keep your credit card, bank account or PayPal account information up to date at all
times during the term of the Agreement. You authorize us to check your information
(including any updated information), to obtain credit authorizations from the issuer of your
credit card, and to either charge your credit card or debit your bank account or PayPal
account from time to time for any sums payable by you to us.
(c)
You must pay for the Services when we require you to. We will charge the card or take the
money from the bank or PayPal account whose details you give us when you place your
Order.
(d)
If you don’t pay when you are supposed to:
(e)
10.
(ii)
(i)
we may charge you interest on the overdue amount at the lesser of 1.5% per month or
the highest rate allowed by applicable Laws. This interest will accrue on a daily basis
from the due date until the date of actual payment of the overdue amount, whether or
not this payment occurs before or after any court judgment is made. You must pay us
interest in addition to the overdue amount; and
(ii)
we reserve the right to suspend or cancel all or part of the Services and your access
to them.
We may offset any amounts you owe us (whether in reimbursement or otherwise) against
any payments we make to you.
Service Availability and Security
(a)
You understand and acknowledge that the Services are not intended to be error free and
that from time to time the Services may contain mistakes, be unavailable or may not be fully
functional. This may be as a result of planned or required maintenance, repairs or updates,
equipment failures, high volumes of internet traffic, interruption of telecommunications or
digital transmissions links, network or system errors or many other factors.
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11.
(b)
We will try to minimise any disruption to your use of the Services, however, we do not
promise that any Service will be provided on a continuous and uninterrupted basis, or that
we will be able to correct any error that occurs in the Services. We will not be not liable for
any interruptions to the Service availability or functionality, whether caused by an Event
Outside Our Control or by anything else.
(c)
You should notify us if you notice any problems with the availability or functioning of the
Services so that we can try to fix these problems.
(d)
We may temporarily suspend any Service at any time if:
(i)
we believe this is necessary in order to carry out essential maintenance;
(ii)
we believe this is necessary in order to prevent or respond to hacking attempts,
service attacks or other similar activities directed at our systems, or to deal with any
other emergency technical issue;
(iii)
we have reason to believe that you are no longer using the Services or that the
password and access codes we have provided to you are being misused, for example,
where you fail to respond to emails from us or Our Representatives regarding your
contact information; or
(iv)
this suspension is required by a third party with authority, including any of Our
Representatives, ICANN and judicial, regulatory or governmental bodies.
(e)
Although all information transmitted to us is stored in operating environments which we
believe are within industry standards for security, you acknowledge and agree that no data
stored on or transmitted over the internet can be guaranteed to be 100% secure. We are not
responsible for any security breach or any interception or interruption of Your Content, Your
Data or any communications that you send through your use of the Services.
(f)
You are responsible for securing and backing up Your Content and Your Data.
Your Use of the Services
How you may use the Services
(a)
You and any employees, agents or contractors who you authorise, are allowed to access
and use the Services for your normal, internal, business activities for the term of the
Agreement. Please note that you are not allowed to resell the Services or give them away or
to transfer your rights or any Agreement to a third party.
(b)
You are responsible for arranging your online access to the Services and for paying any
relevant fees, for example, to your broadband supplier. You are also responsible for having
all the necessary equipment for accessing the Service.
(c)
You will provide us with Your Content and Your Data when we request it.
(d)
You will only use the Services in compliance with applicable Laws and you agree not to ask
a third party to do anything on your behalf that does not comply with applicable Laws. This
will include complying with all Laws that apply to your business, any local Laws that apply in
the countries in which you access and use the Services, and any Laws relating to the
marketing, advertising or sale of the goods and services you offer (and in particular any
Laws relating to online marketing, advertising or sales).
(e)
If a Service relies on third parties, for example Google™ or Facebook™, you may be
required to comply with that third party’s rules or guidelines when you use that Service. For
Services that include email and mailbox features, you must comply with the “Open
SRS Acceptable Use Policy for Email”.
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(f)
If we think your use of the Services is excessive, we will tell you. If you don’t reduce your
usage, we may suspend or cancel your access to the Services. We may also set limits on
your use of the Services, for example, a maximum number or maximum size of emails sent
or received over the Service.
(g)
You will meet all written security or network access requirements that we provide to and you
will not disclose any passwords or access codes that we give you, except where this is
needed for your authorised employees, agents and contractors to access and use the
Services on your behalf and you are responsible for actions taken when your logon details
are used.
(h)
You will notify us immediately if you become aware of any unauthorised use of passwords or
access codes that we give you or any other breach of security that could affect us or the
Services.
(i)
You are responsible for the remittance, calculation and collection of Your Taxes. You
acknowledge that we have no responsibility for Your Taxes and we recommend that you
seek independent advice from a tax professional.
(j)
You understand and agree that we do not, in any circumstances, approve or endorse any
product or service that you may market or sell through your use of the Services or Your
Content.
(k)
Where the Services require action by you, for example to carry out file clearing or
maintenance, you will do what’s needed for the upkeep of these Services.
(l)
You are responsible for all use of the Services by you and your employees, agents and
contractors. We will not, in any circumstances, be liable to you or any third party for any
damage that is caused, or any loss that is suffered, as a result of the use of the Services by
you or your employees, agents and contractors.
(m)
We may provide the users of our Services with tools which allow them to rate you or the
goods and services that you provide through your use of the Services, to provide feedback
or to ask you questions. We may make these ratings, feedback, questions and answers
publicly available.
(n)
We are entitled to sign you out of the Services if you are inactive for an extended period of
time and to modify your user settings without notice.
Ways in which you may not use the Services
(o)
Unless paragraph 11(p) applies, you will not:
(i)
tamper with, update, change or gain unauthorised access to any part of any of our
Services or the software or systems that we use to run the Services;
(ii)
use any automated means to monitor or copy the Services or Our Content, or to
interfere with or attempt to interfere with how the Services work;
(iii)
modify, edit, reverse assemble, reverse engineer, decompile, distribute or display any
part of our Services or make other works based on any part of our Services.
(iv)
use the Services to store or transmit viruses, bugs, Trojans and other forms of
computer programming malware;
(v)
interfere with or disrupt the performance of the Services or any third party data;
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(vi)
attempt in any way to test, circumvent or breach the security of any part of our
Services;
(vii)
copy, republish, download, change, display or distribute any part of Our Content, in
any form or by any means;
(viii)
disable any licensing or control features of the Services or in any way interfere with
features which place limitations on the use of the Services;
(ix)
remove, obscure, or alter any notice of copyright, trade mark or other mark or wording
relating to ownership rights, which is contained in Our Content or any aspect of the
Services;
(x)
use the Services in any way which may be considered deceptive, misleading or
unethical or which might harm us, Our Representatives or the general public;
(xi)
use the Services in any way that is not allowed under the Agreement;
(xii)
access the Services through any means other than those which we tell you are
acceptable;
(xiii)
use the Services in a way that interferes with their normal operation or that consumes
a disproportionate share of their resources;
(xiv) use the Services to collect or use email addresses, screen names, other identifiers or
information;
(xv)
use the Services to use an internet account or computer without the owner's
authorisation;
(xvi) use the Services to monitor data or traffic on any network or system;
(xvii) use the Services to distribute software that covertly gathers or transmits information
about a user; or
(xviii) sub-license, assign, rent or resell the Services to any third party.
(p)
You are permitted to carry out any of the actions set out in paragraph 11(o) to the extent
that:
(i)
you have a right to do so under relevant Laws and this right cannot lawfully be
excluded by a contract;
(ii)
we have granted you a right to do so under the Agreement; or
(iii)
we have authorised you to do so in writing.
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Your Promises to Us
12.
(q)
You confirm that you have (and will maintain for the term of the Agreement) all the necessary
permissions, licences and consents (in all relevant countries) to allow you to use Your
Content and Your Data in connection with the Services. You will provide evidence of the
necessary permissions, licences and consents if requested by us.
(r)
You confirm that Your Content and Your Data:
(i)
are true, accurate, complete and kept up to date;
(ii)
are in a format approved by us;
(iii)
do not infringe or assist in the infringement of any Intellectual Property Rights or other
rights belonging to a third party;
(iv)
are not defamatory, libellous, fraudulent, malicious, slanderous, obscene, harmful,
threatening, harassing, discriminatory, racially or ethnically offensive or otherwise
inappropriate or unlawful;
(v)
have not been altered in order to disguise where they came from;
(vi)
do not contain sexually explicit images or promote unlawful violence;
(vii)
are free of viruses, bugs, Trojans and other forms of computer programming malware
that may potentially damage, interfere with or intercept our systems or any data
contained within those systems;
(viii)
do not create a risk to the safety or health of any person or the public, or interfere with
an investigation by law enforcement; and
(ix)
comply with our Advertising Policy.
(s)
You acknowledge that we are not under a duty to publish any of Your Content or Your Data.
We may remove, reject or delete any of Your Content or Your Data for any reason. Without
limiting our rights under paragraph 17, we may also change any of Your Content or Your
Data if we consider it does not comply with paragraph 11(r), although we are not required to
do this.
(t)
You acknowledge and accept that you are responsible for Your Content and Your Data and
any use that is made of them by any third party.
(u)
You will not disparage us, Our Representatives or our Services, or any user of our Services.
(v)
You will reimburse us and Our Representatives in full for any damage, loss, liabilities, fees,
costs and expenses that we or they suffer (including any claims brought against us or them
by third parties) as a result of you not following any part of this paragraph 11.
Domain Names
(a)
The Registry may reject applications for Domain Names based on its standard rules for
handling applications. We provide no guarantee that any application we make on your behalf
for a Domain Name will be accepted.
(b)
If your preferred choice of Domain Name is not available, we will give you the option to
select an alternative Domain Name. If your preferred Domain Name becomes unavailable
after you have selected your Domain Name we will advise you of this and we will either offer
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you an alternative Domain Name or (at your option) refund to you any Fees that you have
paid us in respect of the relevant Domain Name.
(c)
We do not give any guarantee that any of your preferred Domain Names are available or are
able to be registered. Any actions that you take before we notify you that the Domain Name
has been officially registered, for example publishing your preferred Domain Name, are at
your own risk.
(d)
You will need to inform both us and the Registry promptly of any:
(i)
change to your registered details for the Domain Name, for example your contact
information; and
(ii)
actual or potential claims brought by or against you in connection with the Domain
Name.
(e)
We will renew the Domain Name automatically each year unless you cancel the Domain
Name or any Service which comes with the Domain Name, or if you sell or otherwise transfer
the Domain Name to a third party.
(f)
The Service Terms confirm who owns the Domain Name and who is responsible for paying
the fees for renewing the Domain Name each year. You acknowledge that the fees for
renewing the Domain Name may change each year and that this may affect the overall Fees
that you pay for the Services.
(g)
We will not be liable for any loss that you suffer as a result of your failure to renew the
Domain Name registration once you have cancelled the Domain Name or any Service which
comes with the Domain Name, or if you have sold or otherwise transferred the Domain
Name to a third party.
(h)
When we register or renew your registration of a Domain Name you understand and accept
that we will be acting on your behalf as your representative. You must comply with the terms
and conditions, rules and policies of the Registry or Registries where the Domain Names are
registered.
(i)
If the Domain Name is to be transferred from one Registry to another, you will provide any
assistance that we or the Registries require in order for the transfer to take place.
(j)
When we provide you with a domain name we act as a reseller of Tucows.com Co. As
well as complying with the terms and conditions, rules and policies of the relevant
Registry or Registries (including Tucows), you must at all times comply with the
Master Domain Registration Agreement (“MDR”) for each Domain Name that we
register on your behalf. You will note that some of the wording of the MDR is quite
legal and technical. Unfortunately this is an agreement between you and Tucows.com
Co. and the wording is standard for any agreement relating to registering a Domain
Name, whether this is done through us or directly with a Registry, and we are unable
to change the wording of the MDR. We strongly recommend that you read the MDR
(and any documents, rules and policies referenced and linked to within the MDR) very
carefully and that if necessary, you seek independent legal advice to ensure that you
have fully understood the MDR. In particular you should carefully consider the
paragraphs relating to “liability” and “indemnities” contained in the MDR as these
may affect your legal rights.
(k)
We also recommend that you read ICANN's Registrants’ Rights and Responsibilities
document. This document contains important information about your rights and
duties relating to any Domain Name that we provide to you.
11
13.
14.
15.
Trial Services
(a)
This paragraph 13 applies where we give you a trial of any of the Services ("Trial
Services").
(b)
Each customer is allowed one Trial Service of each relevant Service category. We will
provide the Trial Service for the time period specified in the Service Terms (“Trial Period”)
free of charge.
(c)
The Service Description for each Trial Service sets out additional terms that apply to that
Trial Service.
(d)
The Trial Services will be automatically cancelled at the end of the Trial Period. If you want
the service to continue after the end of the Trial Period, you will have the option to place an
Order for a Service of the same Service category. Some of the basic options for the Services
you might order may be Free Services.
(e)
Trial Services are not transferable and no cash alternative will be provided. We reserve the
right to change or withdraw the Trial Services at any time and we will not be liable to you in
these circumstances.
(f)
In return for receiving the Trial Services, you agree to take part in email or telephone
feedback and market research surveys from time to time during the Trial Period, and for 6
months after the end of the Trial Period. We are entitled to use your feedback in our
advertising, promotions and sales and marketing materials.
(g)
All the provisions of the Terms will apply to the Trial Services in the same way as they apply
to the Services except that paragraphs 4(b), 8 and 9 of these General Terms will not apply to
the Trial Services.
Beta Services
(a)
This paragraph 14 applies where we provide you with a “Beta”, “Alpha”, “Experimental”,
“Pilot”, “Evaluation”, “Pre-release”, “Unsupported” or similar version of any of the Services
("Beta Services") for a period of time ("Beta Use Period"). The term “Beta Services” will
also include any Service or any feature of any Service that is identified as “Beta”, “Alpha”,
“Experimental”, “Pilot”, “Evaluation”, “Pre-release”, “Unsupported” or anything similar.
(b)
The Beta Services are provided "as is" and we do not make any promises of any kind in
relation to them. We do not promise that the Beta Services will be free from faults or defects
and we will not be liable for any loss of, or corruption to, Your Data that may happen due to
your use of a Beta Service. You agree that your use of the Beta Services is at your own risk
and that you have sole responsibility for protecting Your Data and Your Content when
making any use of the Beta Services. If any representations or guarantees apply to the Beta
Services by law, we exclude those as far as it is within our rights to do so.
(c)
We reserve the right to change or withdraw the Beta Services at any time and we will not be
liable to you in these circumstances.
(d)
All the provisions of the Terms will apply to the Beta Services in the same way as they apply
to the Services except that paragraph 4(b) of these General Terms will not apply to the Beta
Services.
Free Services
(a)
This paragraph applies where we provide you with Services free of charge which are not
Trial Services or Beta Services ( “Free Services”).
(b)
The Service Description for each Free Service sets out additional terms that apply to that
Free Service.
12
16.
17.
(c)
All Free Services are provided "as is" and we do not make any promises of any kind in
relation to them. We do not promise that Free Services will be free from faults or defects and
we will not be liable for any loss of, or corruption to, Your Data that may happen due to your
use of a Free Service. You agree that your use of Free Services is at your own risk and that
you have sole responsibility for protecting Your Data and Your Content when making any
use of the Free Services. If any representations or guarantees apply to Free Services by law,
we exclude those as far as it is within our rights to do so.
(d)
We reserve the right to change or withdraw Free Services at any time and we will not be
liable to you in these circumstances.
(e)
All the provisions of the Terms will apply to the Free Services in the same way as they apply
to the Services except that paragraph 4(b), 8 and 9 of these General Terms will not apply to
Free Services.
(f)
In return for receiving the Free Services, you agree to take part in email or telephone
feedback and market research surveys from time to time while you are receiving the Free
Services, and for 6 months afterwards. We are entitled to use your feedback in our
advertising, promotions and sales and marketing materials.
Intellectual Property Rights
(a)
We are the sole owners of, or we otherwise have a legal right to use, all Intellectual Property
Rights in the Services (including all Intellectual Property Rights in our software, Our Content
and in any other products or materials created by or for us in connection with the Services).
You agree that we may collect information about your use of the Services and your
customer’s interaction with the Services. Where we combine this information (in a way that
ensures that you cannot be identified) with similar information collected from other users of
our Services, we will be the sole owner of this information.
(b)
You confirm that you are the sole owner of, or otherwise have a legal right to use, all
Intellectual Property Rights in Your Content. If we think that the Intellectual Property Rights
in any of Your Content belong to a third party, we may tell the third party that you intend to
use these Intellectual Property Rights and you agree to us doing so.
Rights Granted by You to Us
(a)
You grant to us a worldwide, non-exclusive, sub-licensable and permanent right to access,
use, copy, store, modify and publish Your Content and Your Data, on our Websites or
through any other form of media, for any purpose in connection with the Services or the
Agreement, for our own marketing, research and promotional activities (including sharing
Your Content and Your Data with selected third party social media and networking sites) and
for the internal business purposes of us and Our Representatives, except where this is in
any way restricted by any term of the Agreement or by any applicable Laws.
(b)
You agree by requesting a site scrape of your existing website that you have all the rights to
the Content on your existing website to allow us:
(i)
to perform the site scrape on your behalf; and
(ii)
to use, fully access, copy, store, compile, recompile and index (at your request) any
of the Content scraped in your Services including but not limited to any data and
copyright works comprised therein, or any portion thereof, by automated means
including web 'spiders' or 'crawlers'; and
(iii)
authorise us to conduct the site scrape on your behalf.
In no event will we be liable for any claims that the Content scraped from your existing
website infringes the Intellectual Property Rights of any third party. If you are in any doubt as
to ownership of the Content of your existing website please do not request the site scrape.
This grant shall apply notwithstanding any contrary terms and conditions which you may
apply to such website from time to time. Your continued use of the Services shall constitute a
waiver of any applicable contrary terms and conditions and any other rights you may have,
13
contractual or otherwise, to restrict the rights granted to us or Our Representatives under this
paragraph 17(b).
(c)
18.
19.
20.
We may transfer the rights granted to us under this paragraph 17 to another organisation.
Data and Privacy
(a)
You will own all rights in Your Data and you are solely responsible for ensuring the legality,
reliability, integrity, accuracy and quality of Your Data.
(b)
You will make sure that all use of the Services by you, or your employees, agents and
contractors, will meet all relevant data protection and privacy Laws.
(c)
We are the sole owners of all rights in Our Data and we may use it at our discretion and
without restriction, including after cancellation of any or all of the Services. You must not: (i)
disclose any of Our Data to anyone; or (ii) use any of Our Data for any marketing or
promotional purposes or in any way that is inconsistent with our Privacy Policy or applicable
Laws.
Confidentiality
(a)
As a result of entering into the Agreement, you may get access to, information about us
which is not known publically (“Confidential Information”). You must keep this secret and
you are not allowed to share it with any third party or allow any third party to look at it, and
you must make sure that your employees, agents and subcontractors, meet these rules too.
(b)
You must make sure that our Confidential Information is only used by people who need it in
order to carry out duties they may have in connection with the Agreement.
(c)
This paragraph 19 will not prevent you sharing information which is already known generally
to the public, known to you outside of the Agreement.
(d)
If you become aware of any actual or threatened unauthorised use or sharing of any of our
Confidential Information, you must tell us as soon as possible.
Our Liability to You
(a)
There is no limit under the Agreement to what we or any of Our Representatives will be liable
for if we have committed fraud or if someone dies or is injured because of something we
have or have not done.
(b)
Except for the matters set out in paragraph 20(a), neither we nor any of Our Representatives
will, in any circumstances, be responsible for any:
(c)
(i)
loss of profits, sales, business, or revenue;
(ii)
loss, or corruption of data, information or software or loss of use of information;
(iii)
loss of business opportunity;
(iv)
loss of savings you expected to make;
(v)
loss of goodwill; or
(vi)
loss or damage that you and we would not have thought likely at the time the
Agreement was formed.
If we do not keep to these Terms, we will only be responsible for losses you have suffered
which you and we would have thought likely at the time the Agreement was formed. We are
14
not responsible for any other loss that you suffer, whether that loss is caused because we
have not kept to our obligations under the Agreement, because of something we have done
or not done, because we have made defamatory statements or otherwise as a result of:
21.
(i)
you using or relying on the Services;
(ii)
you not being able to use the Services;
(iii)
any mistake, fault, failure to do something, missing information, or virus or other form
of computer programming malware in the Services or if the Services don’t work
properly because of Events Outside Our Control;
(iv)
theft or destruction of information or someone getting access to our records, programs
or services without our permission; or
(v)
any information, data, message or other material which you email, post, upload,
reproduce, send, or otherwise distribute or receive using the Services.
(d)
Except for the matters set out in paragraph 20(a), in no circumstances will we or any of Our
Representatives be liable to you for the Trial Services, Beta Services or Free Services.
(e)
Except for the matters set out in paragraph 20(a), our liability to you for any loss or damage
suffered by you in connection with the Agreement or Services will be limited to the total Fees
or Monthly Budget that you have paid to us for the affected Service in the 6 months prior to
the event giving rise to our liability. You also agree that, except for the matters referred to in
paragraph 20(a), Our Representatives will not be liable to you for any loss or damage you
may suffer due to the provision of, or failure to provide, the Services.
(f)
Except as set out in the Terms, we do not make any promises in relation to the Services.
Where any promises would be implied into the Agreement by law, we exclude these as far
as it is within our rights to do so. It is up to you to decide whether the Services are suitable
for your needs. We won’t be responsible for this. We do not make any promises concerning
the performance, results or success rates that may be achieved by any Service.
(g)
We do not control the Content made available by your use of the Services and we do not
guarantee the accuracy, truth, quality or appropriateness of this Content for your needs. By
using the Services, you may be exposed to Content that is offensive or indecent (including
spam), or which may contain viruses or other computer programming malware. Under no
circumstances will we or Our Representatives be liable in any way for any Content posted,
emailed, transmitted or otherwise made available by your use of the Services.
Your Cancellation and Refund/Credit Rights
Cancellation by You
(a)
You may cancel any or all of the Services at any time, either by telephoning us, emailing us
or writing to tell us. Unless you are still within your Minimum Term, cancellation will take
effect as soon as possible after we receive your request to cancel. For some Services (but
not all) we may offer you a pro-rated refund or credit where cancellation takes effect part way
through a Service Month. The Service Terms include details of the refunds and credits that
we offer. You agree that we have the right to decide: (i) the amount of any pro-rated refund
or credit; and (ii) whether this amount is given as a refund or credit against your account. If
you are within your Minimum Term, you may cancel the Services at the end of the Minimum
Term.
(b)
If you are buying the Services as a consumer (rather than as part of your business,
profession or trade) and Your Country is the UK then you will have a legal right to cancel the
Services within 7 working days of the Start Date. However, you agree that you will lose this
right to cancel once we start performing the Services with your permission. You agree that
15
you give us this permission when you submit your Order to us. This means that we can
provide the Services and you can use the Services straight away on the Start Date.
(c)
If you place an order for Services with the help of our US-based telesales or premise teams
then you will have a period of seven (7) days from the date of the Confirmation of Order (the
“Review Period”) to review the full terms and conditions and details of this Agreement. If you
decide that you no longer want to receive the Services, you must notify us during the Review
Period either by telephoning us, emailing us or writing to tell us. If you have paid any
moneys, but you have not yet activated the Services, you will be entitled to receive a full
refund. If you have activated the Services, you acknowledge that we will offer you a prorated refund or credit. After expiration of the seven (7) day Review Period, you may cancel
the Services in accordance with 21(a).
Cancellation or Suspension by Us
(d)
We may cancel any or all of the Services at any time either by telephoning you, emailing you
or by writing to you. When we contact you we will tell you when cancellation will take effect
and we will try to give you as much notice of this as possible. Where cancellation takes effect
part way through a Service Month we will, unless paragraph 21(e)(e) applies, offer you a prorated refund or credit. You agree that we have the right to decide: (i) the amount of any prorated refund or credit; and (ii) whether this amount is given as a refund or credit against your
account.
(e)
We may cancel or suspend any or all of the Services immediately and without telling you
beforehand, if:
(i)
you do not pay us when you are supposed to as set out in paragraph 9. This does not
affect our right to charge you interest under paragraph 9(d)(i);
(ii)
you use the Services in any way that breaks or may break any applicable Law, is
fraudulent or that may adversely impact the Services, Us or Our Repesentatives;
(iii)
you use the Services in any way that infringes or may infringe any rights belonging to
a third party, or in any way which breaks or may break any relevant third party rules,
for example the rules of a Registry;
(iv)
we receive a complaint or are notified of a legal claim which relates to your use of the
Services;
(v)
you commit click-fraud;
(vi)
you do not comply with your commitments in paragraphs 11 or 23;
(vii)
you break the Agreement in any other significant way and you do not correct or fix the
situation within 30 days of us asking you to; or
(viii)
you enter into administration, insolvency, bankruptcy or any similar procedure
anywhere in the world or you are otherwise unable to pay your debts as they fall due.
(f)
If we cancel the Services under paragraph 21(e)(e), you will not be entitled to any refund or
credit of any amount that you have paid for the Services.
(g)
If we suspend the Services under paragraph 21(e)(e), the Services will remain suspended
unless and until you have fixed the cause of the suspension to our satisfaction; or either we
or you cancel the Services.
(h)
If we suspend or cancel the Services under paragraph 21(e)(e), we will be entitled to refuse
any or all future use by you of any or all of the Services, or any part of them.
16
22.
23.
24.
Consequences of Cancellation
(a)
Following the cancellation of any Services, you will no longer be able to access or use those
Services and any account that you hold with us may be deactivated or deleted.
(b)
We are not responsible for storing Your Data or Your Content following cancellation of the
Services for any reason. You acknowledge that it is your responsibility to back up Your Data
and Your Content if you want access to it following cancellation.
(c)
We will not be liable to you for any loss you may suffer as a result of the termination of any
Service.
Ethical Standards
(a)
You must, and must make sure that your officers, employees, agents and service providers:
(i) at all times comply with all anti-corruption Laws applicable to you; and (ii) not, directly or
indirectly offer, promise or give (or agree to offer, promise or give) any financial or other
advantage with respect to any matters which are the subject of the Agreement or obtain any
benefit for us which would violate any anti-corruption laws applicable to you or us.
(b)
If you become aware or suspect that this paragraph 23 has been broken, you must tell us
straight away. We may immediately suspend operation of the Agreement on written notice to
you, pending investigation. You must assist us in any such investigation.
(c)
If, in our reasonable opinion, you have broken this paragraph 23: (i) we may immediately
cancel the Agreement by giving you written notice; and (ii) you will reimburse us and Our
Representatives in full for any damage, loss, liabilities, fees and expenses that we or they
suffer (including any claims brought against us or them by third parties) as a result.
Contractual Authority
(a)
25.
You confirm that:
(i)
you have the authority to enter into the Agreement on your own behalf and on behalf
of the business you represent (if any); and
(ii)
you are over eighteen (18) years of age.
Other Important Terms
(a)
Each of the paragraphs of the Terms operates separately. If any court or relevant authority
decides that any of them are unlawful or unenforceable, the remaining provisions will remain
in full force and effect.
(b)
We may transfer our rights and promises under an Agreement to another organisation. We
will tell you if this happens.
(c)
The Agreement is between you, on your own behalf and on behalf of the business you
represent (if any), and us. No other person will have any rights to enforce any of its terms.
(d)
By entering into the Agreement, you personally and individually undertake and assume,
jointly and severally with the business you represent (if any), the full performance of the
Agreement including payment of amounts due under the Agreement.
(e)
If we do not enforce our rights against you, or if we delay in doing so, that will not mean that
we have waived our rights against you.
(f)
All references in the Agreement to “written” or "writing" will include email unless stated
otherwise.
17
(g)
The Agreement contains the whole agreement between you and us and replaces any other
agreement or communication between you and us relating to the Services (including any
communications made on or via the Websites). You acknowledge that you have entered into
the Agreement without relying on any previous statement or promises made by us, unless
those statements or promises have been included in the Agreement. However, this
paragraph 25(g)(f) does not in any way limit our liability for making fraudulent statements in
connection with the Services or otherwise.
(h)
We are not in any kind of partnership, contract of employment or joint venture with you.
Nothing in the Agreement will be taken as authorising you to act as our agent.
(i)
We are not authorised to do business in every state and country. We try to make sure that
the Services listed on Our UK Website are available for purchase in the United Kingdom and
that the Services listed on the Our USA Website are available for purchase in the United
States of America. If you are not located in the United Kingdom or the United States of
America, we may not be able to fulfil any Orders that you submit to us.
(j)
If Your Country is the United Kingdom, the Agreement will be governed by English law and
we both agree that the Courts of England and Wales will have exclusive jurisdiction. This
means that any dispute or claim arising out of or in connection with the Services or the
Agreement (including non-contractual disputes or claims), will be governed by English law,
and any claim must be brought before a Court located in England or Wales.
(k)
If Your Country is the United States of America, the Agreement will be governed by the laws
of the State of New York (without reference to its conflicts of laws principles) and we both
agree that the Federal and State Courts located in New York County, New York will have
exclusive jurisdiction. This means that any dispute or claim arising out of or in connection
with the Services or the Agreement (including non-contractual disputes or claims), will be
governed by the laws of the State of New York, and any claim must be brought before a
Court located in New York County, New York.
(l)
In any legal proceedings, both parties agree to waive any rights they may have to participate
in any class, group or representative proceeding and both parties agree to waive any right
they may have to a trial by jury.
Service Terms for hibu Websites
Contract Type:
Month-to-Month.
Free Trial Period:
30 days. As part of the Trial you will have access to limited eShop
features. Please see our Supplementary Service Terms for more
information.
Payment Method:
If you have ordered this Service through any of our Websites, then
you may choose to pay the Fees:
a) on a monthly recurring basis; or
b) upfront for 12 months on an annual recurring basis (“Annual Fee”);
.
If you choose to pay an Annual Fee then at the end of the each 12
Month period, you will automatically be charged an Annual Fee. For
each Annual Fee you pay, you will receive a 10% discount on the total
amount of 12 monthly recurring payments excluding taxes.
If you have ordered this Service with the help of our telesales or
premise sales team (“TelePrem Customer”), you must pay the Fees
on a monthly recurring basis.
18
Upgrades/Downgrades:
You may purchase an upgrade to this Service at any time by clicking
the “upgrade” link in the “My Account” section available on our
Website. If you wish to downgrade this Service, you will need to
cancel the Service and place a new Order for the Service you want.
We will then issue you with a new Confirmation of Order.
Domain Name Ownership:
If you buy the Service, you will own the Domain Name that we provide
to you. If you sign up for a Trial Service, we will own the Domain
Name that we provide to you.
Domain Name Renewal Fees:
Payable by us.
Refunds/Credit:
If you have bought this Service through our Websites and have
chosen to pay the Fees on a monthly recurring basis: On
cancellation made part way through a Service Month (except
cancellation under paragraph 21(e)21(e) of the General Terms) we will
give you a pro-rated refund or credit.
If you are a TelePrem Customer: On cancellation made part way
through a Service Month (except cancellation under paragraph 21(e)
of the General Terms) we will give you a pro-rated refund or credit.
Please note that in the event that you cancel prior to the end of your
one (1) year or two (2) year signup term, you will have to repay any
discount amounts you received for this Service (the “Discount
Repayment Amount”). Any pro-rata refund or credit that you are
entitled to will be deducted from the Discount Repayment Amount and
you will be billed this amount on your next monthly payment date.
If you have chosen to pay an Annual Fee for this Service: On
cancellation made part way through or at the end of a Service Month
(except cancellation under paragraph 21(e) of the General Terms) we
will give you a pro-rated refund or credit. Please note that any
discount that you received for this Service will be taken out of any prorated refund or credit that we give you.
If your cancellation of this Service is as a result of the Satisfaction
Guarantee Refund for the Design service. The Service Terms for
Design will apply to any refund or credit that you receive.
Supplementary Service Terms:
1.
Please note, If you decide to use your own Domain Name with a hibu Website, you will not have
access to the email account/mailbox features of this Service.
2.
If you are a TelePrem Customer, your purchase of this Service automatically includes the Design
service and any of the following Services- hibu Wave, 30s Motion Video Service and the hibu Assist
Service. Please see the Service Terms for Design for more information.
3.
If you are a TelePrem Customer, any cancellation of this Service will automatically cancel the Design
service and any of the following Services that you have purchased: hibu Wave, 30s Motion Video
Service and the hibu Assist Service.
4.
The following words with capital letters are used in relation to hibu Websites Trial, this is what they
mean:
19
“Buyer” means someone who buys Your Products and Services using your hibu Websites Trial
product.
Your Products” means all products that you advertise, offer for sale or sell through your hibu
Websites trial.
“Your Products and Services” means Your Products and Your Services.
“Your Services” means all services that you advertise, offer for sale or sell through your hibu
Websites trial product.
“Your Transactions” means the sale of Your Products and Services by you to Buyers.
5.
hibu Websites Trial does not support the calculation or collection of sales taxes. Regardless of
anything contained in the Agreement, you acknowledge and agree that you are responsible for the
proper calculation, collection and payment of Your Taxes, for filing all associated returns and for
issuing VAT invoices/credit memos, when required. We are not responsible for collecting, paying or
reporting upon Your Taxes, and we will have no liability to you or any third party in respect of Your
Taxes. If we are legally required to collect any federal, state or local sales, use, excise, gross receipts,
value added or similar taxes from you, you agree to promptly pay the required amount to us, on
request by us. We recommend that you consult with an independent tax advisor to understand your
tax obligations arising from Your Transactions.
Service Terms for Design
Contract Type:
One-off service.
Upgrades/Downgrades:
Not applicable.
Refunds/Credit:
We will offer you a full refund on this Service if you are not 100%
satisfied with the Service and request the refund within 7 days of the
final version of your website being live on the internet (“Satisfaction
Guarantee Refund”).
Unless paragraph 21(d)21(d) of the General Terms or the Satisfaction
Guarantee Refund applies, you are not entitled to any refund or credit
on cancellation of the Service.
Supplementary Service Terms:
1.
When the following words with capital letters are used in the following Supplementary Service Terms
for Design, this is what they mean:
“Amendment” means a request for small changes to your hibu Website, which may include but are
not limited to content changes (i.e. spelling mistakes, changing font and font colour), simple menu
change and changing colors.
2.
This is a bolt-on service and you must purchase a hibu Website tier in addition to this Service.
3.
We agree to build up to ten (10) pages of a website for your approval (features of the website are
dependent on the hibu website tier that you have bought). We will only start building your website
once you have provided us with Your Content, Your Data and any other materials and information
that we request from you in order for us to provide the Services. We offer two rounds of
Amendments (that are fair and reasonable) to your website within four weeks from the day of the first
proofing email that we send you. Any Amendments that you have requested to your website will be
available for you to review once we have sent you an amends confirmation email.
4.
Any request for a Satisfaction Guarantee Refund will be treated as a cancellation of this Service.
20
5.
If you have ordered this Service through any of our Websites, and your purchase of this Service and
a hibu Website is part of the same Order then any cancellation of this Service will automatically
cancel the hibu Website you purchased and any Domain Name that we have provided to you as part
of the hibu Website. Your Satisfaction Guarantee Refund will be a full refund for this Service and the
hibu Website.
6.
If you have ordered this Service through any of our Websites, and your purchase of this Service and
a hibu Website is not part of the same Order, then any cancellation of this Service will not be a
cancellation of the hibu Website you have purchased. Your Satisfaction Guarantee Refund will be a
full refund for this Service only. If you would also like to cancel your hibu Website, the refund/credit
terms for hibu Websites shall apply.
7.
If you have purchased this Service and a hibu Website as a TelePrem Customer, any cancellation of
this Service will automatically cancel the hibu Website you purchased, any Domain Name that we
have provided to you as part of the hibu Website and any other add-on Services that form part of the
same Order. Your Satisfaction Guarantee Refund will be a full refund of the fees paid for this
Service, the hibu Website and (if applicable) the hibu Wave Service, the 30s PhotoMotion Video
Service and the hibu Assist Service.
8.
If you have not a) provided us with Your Content, Your Data and any other materials and information
that we have requested from you in order for us to provide the Services within one year of us issuing
you a Confirmation of Order for the Service; and b) you have not cancelled the Service or asked for
a Satisfaction Guarantee Refund, then we will automatically cancel the Service and give you a full
refund or credit for this Service. We may not be able to perform the Services if Your Content, Your
Data or any other materials and information you provide to us do not meet the requirements of
paragraph 11(r) of the General Terms and you will not be entitled to any refund or credit detailed in
the Refund/Credit section above in these circumstances.
9.
You agree that we may change how your chosen website template looks, “feels” or is formatted if we
think this is necessary or more convenient for us to provide this Service.
Service Terms for eShops
Contract Type:
Month-to-Month.
Payment Method:
You may choose to pay the Fees
a) on a monthly recurring basis; or
b) upfront for 12 months on an annual recurring basis (“Annual Fee”).
If you choose to pay on an Annual Fee then at the end of the each 12
Month period, you will automatically be charged an Annual Fee. For
each Annual Fee you pay, you will receive a 10% discount on the total
amount of 12 monthly payments excluding taxes.
Transaction Data:
Transaction Data is Your Data and you give us the necessary
permissions, licences and consents (in all relevant countries) to allow
us to sublicence such Transaction Data in an anonymised form to any
of our third party suppliers only if it is necessary to do so for us to
provide you and our customers with the Services.
Free Trial Period:
Not Applicable
21
Upgrades/Downgrades:
You may purchase an upgrade to this Service at any time by clicking
the “upgrade” link in the “My Account” section available our Website. If
you wish to downgrade this Service, you will need to cancel the
Service and place a new Order for the Service you want. We will then
issue you with a new Confirmation of Order.
Refunds/Credit:
If you have chosen to pay the Fees on a monthly recurring basis:
On cancellation made part way through a Service Month (except
cancellation under paragraph 21(e)21(e) of the General Terms) we will
give you a pro-rated refund or credit.
If you have chosen to pay an Annual Fee for this Service: On
cancellation made part way through or at the end of a Service Month
(except cancellation under paragraph 21(e) of the General Terms) we
will give you a pro-rated refund or credit. Please note that any
discount that you received for this Service will be taken out of any prorated refund or credit that we give you.
Supplementary Service Terms:
1. This is a bolt-on service and you must purchase a hibu Website tier in addition to this Service.
2. When the following words with capital letters are used in the following supplementary Service Terms
for eShops, this is what they mean:
“Buyer” means someone who buys Your Products and Services using eShops.
Your Products” means all products that you advertise, offer for sale or sell through your eShop.
“Your Products and Services” means Your Products and Your Services.
“Your Services” means all services that you advertise, offer for sale or sell through your eShop.
“Your Transactions” means the sale of Your Products and Services by you to Buyers.
3.
eShops does not support the calculation or collection of sales taxes. Regardless of anything
contained in the Agreement, you acknowledge and agree that you are responsible for the proper
calculation, collection and payment of Your Taxes, for filing all associated returns and for issuing
VAT invoices/credit memos, when required. We are not responsible for collecting, paying or
reporting upon Your Taxes, and we will have no liability to you or any third party in respect of Your
Taxes. If we are legally required to collect any federal, state or local sales, use, excise, gross
receipts, value added or similar taxes from you, you agree to promptly pay the required amount to
us, on request by us. We recommend that you consult with an independent tax advisor to
understand your tax obligations arising from Your Transactions.
Service Terms for Assist
Contract Type:
Month to Month.
Payment Method:
If you have ordered this Service through any of our Websites, then
you may choose to pay the Fees
a) on a monthly recurring basis; or
b) upfront for 12 months on an annual recurring basis (“Annual Fee”).
22
If you choose to pay on an Annual Fee, you will be entitled to a (ten)
10% discount. After the initial Annual Fee payment,, you will
automatically be charged an Annual Fee at the end of the each 12
Month period..
If you have ordered this Service with the help of our telesales or
premise sales team (“TelePrem Customer”), you must pay the Fees
on a monthly recurring basis.
Upgrades/Downgrades:
Not applicable.
Refunds/Credit:
If you have chosen to pay the Fees on a monthly recurring basis:
On cancellation made part way through a Service Month (except
cancellation under paragraph 21(e) of the General Terms or the
Satisfaction Guarantee Refund) we will give you a pro-rated refund or
credit..
If you have chosen to pay an Annual Fee for this Service: On
cancellation made part way through or at the end of a Service Month
(except cancellation under paragraph 21(e) of the General Terms or
the Satisfaction Guarantee Refund) we will give you a pro-rated refund
or credit. Please note that any discount that you received for this
Service will be taken out of any pro-rated refund or credit that we give
you.
If cancellation of this Service is as a result of the Satisfaction
Guarantee Refund for the Design service, we will give you a full refund
or credit for this Service. Please see paragraph 7 of the
Supplementary Service Terms for Design for more details.
1. When the following words with capital letters are used in the following supplementary Service Terms
for Assist, this is what they mean:
“Amendment” means a small and simple change to your hibu Website (as determined by hibu),
which may include but are not limited to content changes (i.e. spelling mistakes, changing font and
font colour), simple menu changes, changing colors.
“Change” means a complex change to your hibu website (as determined by hibu) which may
include but is not limited to complex content changes, complex menu changes, adding imagery and
adding of widgets
“Update” means either an Amendment or a Change.
2. This is a bolt-on service and you must purchase a hibu Website tier in addition to this Service.
3. We agree to provide you with up to 2 Updates (that are fair and reasonable) to your website in each
Service Month and build up to 4 new website pages in each Service Year (provided this is allowed
within your chosen hibu Websites tier).
4. You may request an Update using the webform available on Our Website or by contacting Customer
Service.
5. Once you have received this Service consecutively for two (2) Service Years, hibu will, on your
request, redesign your hibu Website at no extra cost to you. Any request for a redesign of your hibu
Website must be made by contacting Customer Service within one (1) year of the date that you
become eligible for the redesign]. hibu shall have no obligation to redesign your hibu Website if you
have not requested hibu to do so within thE time period stated in this paragraph..
23
Service Terms for Domains
Contract Type:
Annual.
Upgrades/Downgrades:
Not applicable.
Domain Name Ownership:
You own the Domain Name.
Domain Name Renewal Fees:
Payable by you.
Refunds/Credit:
Unless paragraph 12(b) or paragraph 21(d)21(d) of the General Terms
applies, you are not entitled to any refund or credit on cancellation of
the Service for any reason.
Service Terms for Display Advertising
Contract Type:
Month-to-Month.
Free Trial Period:
No Trial Service available.
Upgrades/Downgrades:
You can upgrade or downgrade this Service by simply adjusting your
Monthly Budget up or down.
Refunds/Credit:
On cancellation made part way through a Service Month (except
cancellation under paragraph 21(e)21(e) of the General Terms) we will
give you a pro-rated refund or credit.
Service Terms for eMarketplace
Contract Type:
Month-to-Month.
Transaction Data:
The Transaction Data is Our Data.
Promotional Offer:
Pay no Monthly Fees for the first 2 months – promotional rules apply,
click here to view.
Upgrades/Downgrades:
None available.
Refunds/Credit:
Unless paragraph 21(d)21(d) of the General Terms applies, you are
not entitled to any refund or credit on cancellation of the Service for
any reason.
Supplementary Service Terms:
1. When the following words with capital letters are used in the following supplementary Service Terms
for eMarketplace, this is what they mean:
“Buyer” means someone who buys Your Products and Services using the eMarketplace.
“eMarketplace” means the part of the eMarketplace Website designed to bring local buyers and
businesses together to transact.
“eMarketplace Website” means market.hibu.co.uk if Your Country is the United Kingdom and
market.hibu.com if Your Country is the United States of America and any website that may replace
these websites at any time in the future.
“Prohibited Products” means all products or services that we do not allow to be advertised, offered
for sale or sold on the eMarketplace Website, as listed in our Advertising Policy.
24
“Sale Proceeds” means the total amount paid by a Buyer for Your Transactions, including the
purchase price, shipping and taxes and duties.
“Your Products” means all products that you advertise, offer for sale or sell through the eMarketplace
or the eMarketplace Website.
“Your Products and Services” means Your Products and Your Services.
“Your Services” means all services that you advertise, offer for sale or sell through the eMarketplace
or the eMarketplace Website.
“Your Transactions” means any of the following, conducted through the eMarketplace or the
eMarketplace Website:
a. the sale of Your Products and Services by you to Buyers; or
b. the submission of a request for an appointment by a Buyer to you.
2.
The Sale Proceeds of Your Transactions (if any) will be transferred to your PayPal account, pursuant
to your agreement with PayPal, in the currency we choose.
3.
If we reasonably believe that your actions or performance under the Agreement may result in a
significant number of customer complaints, chargebacks or other claims being made against you in
connection with the eMarketplace Website, then we may delay initiating the transfer of any Sale
Proceeds to you for the shorter of: (a) a period of ninety (90) calendar days; or (b) completion of any
investigations regarding your actions or performance under the Agreement.
4.
Where any listing for Your Products and Your Services contain offers or promotions that are timelimited, you must ensure that those offers and promotions are clearly presented to users of the
eMarketplace Website and are not in any way misleading.
5.
You may not include: (a) any website links of any type (except to link to another location on our
Websites, to link to any of our policies, or to link to a third party site required by Law); (b) your phone
number or (c) your email address in your listings or Your Content on the eMarketplace Website or in
any communication with any Buyer.
6.
Regardless of anything contained in the Agreement, you acknowledge and agree that you are
responsible for the proper calculation, collection and payment of Your Taxes, for filing all associated
returns and for issuing VAT invoices/credit memos, when required. We are not responsible for
collecting, paying or reporting upon Your Taxes, and we will have no liability to you or any third party in
respect of Your Taxes. If we are legally required to collect any federal, state or local sales, use, excise,
gross receipts, value added or similar taxes from you, you agree to promptly pay the required amount
to us, on request by us. We recommend that you consult with an independent tax advisor to
understand your tax obligations arising from Your Transactions.
7.
Irrespective of paragraph 2(e) of the General Terms, the Conditions of Using our Website or
eMarketplace will take priority over the Service Terms, the General Terms and all other Additional
Terms in relation to the eMarketplace Service only.
8.
You will reimburse us and Our Representatives in full for any damage, loss, liabilities, fees and
expenses that we or they suffer (including any claims brought against us or them by third parties) as a
result of your use of the eMarketplace Website or any of Your Products and Services.
9.
You must not:
(a)
contact any users of the eMarketplace Website who have ordered Your Products and Services
to try to collect any payments for their orders directly, to influence them to make an alternative
purchase, or to harass them;
25
(b)
encourage users of the eMarketplace Website to purchase from you directly (for example from
your own store or website) in an attempt to avoid paying any Fees which would otherwise have
been payable for Your Transactions; or
(c)
target communications of any kind to the users of the eMarketplace Website.
10.
We are not an auctioneer or an intermediary between you and any user of the eMarketplace Website
who buys Your Products and Services.
11.
Neither we nor Our Representatives are involved in Your Transactions, nor are we or they involved in
your dealings with other users of our Websites, including Buyers and other users of the eMarketplace
Website (collectively, “Users”). If a dispute arises between you and one or more Users, we and Our
Representatives will have no responsibility in relation to that dispute and you will reimburse us and
Our Representatives in full for any damage, loss, liabilities, fees and expenses that we or they suffer
(including any claims brought against us or them by third parties) as a result of the dispute.
12.
The eMarketplace Service gives you the ability to advertise, offer for sale and sell Your Products and
Services to Buyers. If you choose to do so, the following rules will apply:
(d)
You must have a valid PayPal account.
(e)
You will ensure that Your Products and Services (including packaging, documentation and
materials) and all advertising, offers for sale and actual sales of Your Products and Services
comply with all applicable Laws. Your Products and Services may not contain any sexually
explicit (except to the extent permitted under the Agreement), defamatory or obscene materials.
You may not provide any information for, or otherwise seek to list any Prohibited Products for
sale on the eMarketplace Website.
(f)
You agree to provide the following information for each of Your Products and Services (as
applicable) and to promptly update this information as necessary to ensure it remains accurate
and complete and to ensure that it complies with all applicable Laws at all times:
(i)
product/service description including, where applicable, brand and model/version;
(ii)
categorization within each product/service category, as set by us from time to time;
(iii)
an accurate, digital image;
(iv)
pricing information;
(v)
shipping and handling charges and any shipping limitations, options, or requirements;
(vi)
SKU and, if applicable, EAN/UPC numbers and other identifying information as we may
reasonably request;
(vii)
in-stock status and availability;
(viii)
any text, disclaimers, warnings, notices, labels or other content required by applicable
Law to be displayed in connection with the offer, merchandising, advertising or sale of
Your Products and Services;
(ix)
any special requirements, restocking fees or other terms and conditions applicable to
Your Products and Services that a customer should be aware of before purchasing the
product or service;
(x)
product dimensions using measurements commonly used within Your Country;
(xi)
product weight using measurements commonly used within Your Country;
26
(xii)
if applicable, a list of technical requirements or specifications; and
(xiii)
any other information requested by us (e.g. the condition of used or refurbished
products).
(d)
You are not allowed to ship Your Products outside of Your Country via the eMarketplace
Website. For each of Your Products, you will confirm to us the state or country from which you
will ship that product.
(e)
We will list Your Products and Services for sale in the applicable product and service categories
which are available for third party sellers generally on the eMarketplace. You understand that
this is a non-exclusive agreement and that the eMarketplace may include products and services
from other sellers that are identical, similar to or that compete with Your Products and Services.
We are entitled to restrict your ability to list Your Products and Services in any or all categories
on the eMarketplace.
(f)
You will:
(i)
lawfully obtain, sell, fulfil, ship and deliver Your Products and Services to the Buyer in
accordance with the terms of the Buyer’s order, the terms of the Agreement, and all terms
provided by you and displayed on (or hyperlinked from) your seller information page and
the applicable listing for Your Products and Services at the time of the order. You will be
solely responsible for and bear all risk for these activities;
(ii)
comply with all instructions relating to the advertising or sale of Your Products and
Services;
(iii)
identify yourself as the seller of Your Products and Services on all sales and delivery
documentation (including packing slips included with Your Products) and as the person to
which a Buyer may return Your Products or that a Buyer may contact to cancel Your
Services;
(iv)
include an order-specific packing slip within each shipment of Your Products, which also
includes information relating to returning Your Products;
(v)
package each of Your Products so as to avoid damage and ship each of Your Products
on or before its estimated ship date;
(vi)
not cancel any of Your Transactions except where this is permitted under the terms and
conditions appearing on your seller information page or the applicable listing for Your
Products and Services at the time of the applicable order or as may be required under
Law or the Agreement;
(vii)
provide us with information, without delay, regarding the shipment of Your Product, its
order status and tracking (to the extent available), in each case as requested by us using
the processes designated by us, and we may make any of this information publicly
available;
(viii)
promptly respond to questions from your Buyers and to requests for appointments for
Your Services; and
(ix)
retrieve Buyer orders at least once each business day.
(g) We are entitled to withhold for investigation, refuse to process, restrict shipping destinations for,
stop or cancel any of your orders or shipments. You will stop or cancel orders if we ask you to
do so and if you have already transferred Your Products to the carrier, you will use your best
efforts to stop or cancel delivery by the carrier. You will refund in full any Buyer that has been
charged for an order that we stop or cancel in compliance with paragraph 12(i) below.
27
(h) You will bear all credit card fraud risk and other risk of fraud or loss.
(i)
You must provide us with your returns and refunds policies for public display on your seller
information page. You agree to:
(i)
accept and process returns, adjustments and refunds relating to Your Products and
Services in accordance with the Terms in force at the time of the applicable Buyer order;
(ii)
provide refunds and adjustments (that you are obligated to provide under applicable
return and refund policies or as required by Law) promptly, but never than thirty (30) days
following the refund request;
(iii)
calculate the amount of all refunds and adjustments (including Your Taxes, shipping and
handling or other charges) or other amounts to be paid by you to Buyers in connection
with your sales. You will route all these payments through us, or our chosen payment
services provider. We, or our chosen payment services provider, will provide these
payments to the Buyer, and you will reimburse us for all amounts paid by us in this way;
and
(iv)
notify us of any changes to your returns and refunds policies. No change will be effective
in relation to Your Products and Services listed on the eMarketplace or the eMarketplace
Website until we publicly post the change on your seller information page.
(j)
You are responsible for:
(i)
any non-delivery, mis-delivery, theft or other mistake or act in connection with the
fulfilment and delivery of Your Products or the performance of Your Services, except to
the extent caused by our failure to make available to you the Buyer’s order details as they
were received by us; and
(ii)
any non-conformity or defect in, or any public or private recall of, any of Your Products or
Services. You will notify us promptly as soon as you have knowledge of any public or
private recalls of Your Products.
(k)
Except as stated otherwise in this paragraph 12(k), you are free to decide which of Your
Products and Services you wish to offer for sale on the eMarketplace or the eMarketplace
Website. You must not favour products and services that you offer through other sales
channels compared to Your Products and Services offered on the eMarketplace or the
eMarketplace Website. Instead, you agree to maintain equality between the products and
services you offer through your other sales channels and Your Products and Services
offered on the eMarketplace or the eMarketplace Website.
(l)
You are responsible for applying the correct taxes to Your Products and Services and for
displaying these taxes appropriately on the eMarketplace or the eMarketplace Website.
Service Terms for eMarketplace One-time Setup Service
Contract Type:
One-off service.
Upgrades/Downgrades:
Not applicable.
Refunds/Credit:
Unless paragraph 21(d)21(d) of the General Terms applies, you are
not entitled to any refund or credit on cancellation of the Service for
any reason.
28
Supplementary Service Terms:
1.
We will try to set up your storefront for you within 2 business days, but this is not a guarantee. This
time period does not start running until you have provided us with Your Content, Your Data and any
other materials and information that we request from you in order for us to provide the Services.
2.
We may not be able to perform the Services if Your Content, Your Data or any other materials and
information you provide to us do not meet the requirements of paragraph 11(r) of the General Terms.
Service Terms for eMarketplace Product Upload Service
Contract Type:
One-off service.
Upgrades/Downgrades:
Not applicable.
Refunds/Credit:
Unless paragraph 21(d)21(d) of the General Terms applies, you are
not entitled to any refund or credit on cancellation of the Service for
any reason.
Supplementary Service Terms:
1.
We will upload up to 50 of Your Products (as defined in the Service Terms for eMarketplace) for you.
We will try to do this within 3 business days, but this is not a guarantee. This time period does not start
running until you have provided us with a completed hibu product upload template (the “Upload
Template”) and any other materials and information that we request you provide in order for us to
provide the Services.
2.
Each submitted Upload Template will be treated as a new Order. You must therefore ensure that you
have included all of Your Products that you want to upload on the same spreadsheet before sending it
to us.
3.
If you ask us to upload more than 50 of Your Products you will need to buy multiple quantities of the
Service. For example, if you want 51 of Your Products to be uploaded, you will need to buy the
Service twice or if you want 101 of Your Products to be uploaded, you will need to buy it three times.
4.
The Service is provided for 50 of Your Products and no credits or refunds are available if you ask us to
upload less than 50 of Your Products. Therefore, whether you ask us to upload 1 of Your Products or
50 of Your Products, the price will be the same.
5.
In calculating how many of Your Products you request to upload, you should note that a product is
defined at the SKU level and not based on product variations. For example, a polo shirt with 6 colour
variations is a single product not 6 separate products. You should also note that a part of a product
that you sell individually, for example, a replacement battery for an electronic good, is a separate
product.
6.
We may not be able to perform the Services if Your Content, Your Data or any other materials and
information you provide to us do not meet the requirements of paragraph 11(r) of the General Terms.
Service Terms for eMarketplace Grand Opening Service
Contract Type:
One-off service
Upgrades/Downgrades:
Not applicable
Refunds/Credit:
Unless paragraph 21(d)21(d) of the General Terms applies, you are
not entitled to any refund or credit on cancellation of the Service for
any reason.
29
Supplementary Service Terms:
1.
The Service Terms for both the One Time Setup Service and the Product Upload Service apply to the
Grand Opening Service.
Service Terms for eMail Marketing
Contract Type:
Month-to-Month.
Free Trial Period:
Not applicable, This Service can be tried as a Free Service,
where the Call List feature can be trialed for free for 60 days.
Upgrades/Downgrades:
You can upgrade or downgrade this Service through the “manage
account” function within the Service.
Refunds/Credit:
On cancellation made part way through a Service Month (except
cancellation under paragraph 21(e)21(e) of the General Terms) we will
give you a pro-rated refund or credit.
Supplementary Service Terms:
1.
You agree that you will not use the Service to send unwanted emails (sometimes called "spam"). You
confirm that you will only send eMail Marketing campaigns to email addresses of individuals who have
agreed that you can email them.
2.
We do not provide any promise or guarantee that unwanted emails sent or received through your use
of the Service will be detected, deleted, moved, blocked or otherwise dealt with by any part of the
Service.
Service Terms for eMail Marketing Branded Templates Service
Contract Type:
One-off Service.
Free Trial Period:
Not applicable.
Upgrades/Downgrades:
You can upgrade this Service at any time and we will try to make this
effective as soon as possible.
Refunds/Credit:
Unless paragraph 21(d)21(d) of the General Terms or paragraph 3 of
the Supplementary Service Terms below applies, you are not entitled
to any refund or credit on cancellation of the Service.
Supplementary Service Terms:
1. We will try to deliver the first proof of a Branded Template within 4 business days and, a revision of a
Branded Template (if requested by you) within 3 business days but this is not a guarantee. This time
period does not start running until you have provided us with Your Content, Your Data and any other
materials and information that we request from you in order for us to provide the Services.
2. If you want to request a revision of a Branded Template, this request must be made within 30 days
of the first proof (or any subsequent proofs) being delivered to you.
3. If we fail to meet the timeframes mentioned in paragraph 1 above and you have met all your
obligations under the Agreement, we will (at your option): (i) cancel the Service and provide you with
a full refund or credit; or (ii) complete the Service and provide you with a partial refund or credit
determined by us.
4. We may not be able to perform the Services if Your Content, Your Data or any other materials and
information you provide to us do not meet the requirements of paragraph 11(r) of the General Terms.
30
Service Terms for eMail Marketing Basic Email Templates Service
Contract Type:
One-off Service.
Free Trial Period:
Not applicable.
Upgrades/Downgrades:
You can upgrade this Service at any time and we will try to make this
effective as soon as possible.
Refunds/Credit:
Unless paragraph 21(d)21(d) of the General Terms or paragraph 3 of
the Supplementary Service Terms below applies, you are not entitled
to any refund or credit on cancellation of the Service.
Supplementary Service Terms:
1. We will try to deliver the first proof of a Basic Email Template within 4 business days and each
revision of a Basic Email Template (if requested by you) within 3 business days but this is not a
guarantee. This time period does not start running until you have provided us with Your Content,
Your Data and any other materials and information that we request from you in order for us to
provide the Services.
2. If you want to request a revision of a Basic Email Template, this request must be made within 30
days of the first proof (or any subsequent proofs) being delivered to you.
3. If we fail to meet the timeframes mentioned in paragraph 1 above and you have met all your
obligations under the Agreement, we will (at your option): (i) cancel the Service and provide you with
a full refund or credit; or (ii) complete the Service and provide you with a partial refund or credit
determined by us.
4. We may not be able to perform the Services if Your Content, Your Data or any other materials and
information you provide to us do not meet the requirements of paragraph 11(r) of the General Terms.
Service Terms for eMail Marketing Custom HTML Email Templates Service
Contract Type:
One-off Service.
Free Trial Period:
Not applicable.
Upgrades/Downgrades:
You can upgrade this Service at any time and we will try to make this
effective as soon as possible.
Refunds/Credit:
Unless paragraph 21(d)21(d) of the General Terms or paragraph 3 of
the Supplementary Service Terms below applies, you are not entitled
to any refund or credit on cancellation of the Service.
Supplementary Service Terms:
1. We will try to deliver the first proof of a Custom HTML Email Template within 6 business days and
each revision of a Custom HTML Email Template (if requested by you) within 4 business days but
this is not a guarantee. This time period does not start running until you have provided us with Your
Content, Your Data and any other materials and information that we request from you in order for us
to provide the Services.
2. If you want to request a revision of a Custom HTML Email Template, this request must be made
within 30 days of the first proof (or any subsequent proofs) being delivered to you.
3. If we fail to meet the timeframes mentioned in paragraph 1 above and you have met all your
obligations under the Agreement, we will (at your option): (i) cancel the Service and provide you with
31
a full refund or credit; or (ii) complete the Service and provide you with a partial refund or credit
determined by us.
4. We may not be able to perform the Services if Your Content, Your Data or any other materials and
information you provide to us do not meet the requirements of paragraph 11(r) of the General Terms.
Service Terms for eMail Marketing Landing Page Design Service
Contract Type:
One-off Service.
Free Trial Period:
Not applicable.
Upgrades/Downgrades:
You can upgrade this Service at any time and we will try to make this
effective as soon as possible.
Refunds/Credit:
Unless paragraph 21(d)21(d) of the General Terms or paragraph 3 of
the Supplementary Service Terms below applies, you are not entitled
to any refund or credit on cancellation of the Service.
Supplementary Service Terms:
1. We will try to deliver the first proof of a Landing Page Design within 6 business days and each
revision of a Landing Page Design (if requested by you) within 4 business days but this is not a
guarantee. This time period does not start running until you have provided us with Your Content,
Your Data and any other materials and information that we request from you in order for us to
provide the Services.
2. If you want to request a revision of a Landing Page Design, this request must be made within 30
days of the first proof (or any subsequent proofs) being delivered to you.
3. If we fail to meet the timeframes mentioned in paragraph 1 above and you have met all your
obligations under the Agreement, we will (at your option): (i) cancel the Service and provide you with
a full refund or credit; or (ii) complete the Service and provide you with a partial refund or credit
determined by us.
4. We may not be able to perform the Services if Your Content, Your Data or any other materials and
information you provide to us do not meet the requirements of paragraph 11(r) of the General Terms.
Service Terms for eStores
Contract Type:
Month-to-Month.
Transaction Data:
Transaction Data is Your Data and you give us the necessary
permissions, licences and consents (in all relevant countries) to allow
us to sublicence such Transaction Data in an anonymised form to any
of our third party suppliers only if it is necessary to do so for us to
provide you and our customers with the Services.
Free Trial Period:
If you are eligible for a free trial, the free trial period will be 30 days.
During the free trial period you will have access to the eStore but will
not be able to publish or sell anything through the eStore.
Upgrades/Downgrades:
You may purchase an upgrade to this Service at any time by
contacting Customer Service. Downgrades are not supported at this
time. If you wish to downgrade this Service, you will need to cancel
the Service and place a new Order for the Service you want. We will
then issue you with a new Confirmation of Order.
Domain Name Ownership:
If you buy the Services, you will own the Domain Name and During
the purchase process, a domain name of your choice will be
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registered subject to it being available.. If you sign up for a Trial
Service you will not receive a domain name..
Domain Name Renewal Fees:
Payable by us. (covered by the monthly subscription fee)
Refunds/Credit:
On cancellation made part way through a Service Month (except
cancellation under paragraph 21(e) of the General Terms) we will give
you a pro-rated refund or credit.
Supplementary Service Terms:
1. When the following words with capital letters are used in the following supplementary Service Terms
for eStores, this is what they mean:
“Buyer” means someone who buys Your Products and Services using eStores.
Your Products” means all products that you advertise, offer for sale or sell through your eStore.
“Your Products and Services” means Your Products and Your Services.
“Your Services” means all services that you advertise, offer for sale or sell through your eStore.
“Your Transactions” means the sale of Your Products and Services by you to Buyers.
2. Regardless of anything contained in the Agreement, you acknowledge and agree that you are
responsible for the proper calculation, collection and payment of Your Taxes, for filing all associated
returns and for issuing VAT invoices/credit memos, when required. We are not responsible for
collecting, paying or reporting upon Your Taxes, and we will have no liability to you or any third party
in respect of Your Taxes. If we are legally required to collect any federal, state or local sales, use,
excise, gross receipts, value added or similar taxes from you, you agree to promptly pay the required
amount to us, on request by us. We recommend that you consult with an independent tax advisor to
understand your tax obligations arising from Your Transactions.
Service Terms for hibu Promotions
Contract Type:
Month-to-Month.
Data:
You own the Consumer Data and the Performance Data. You give us
the necessary permissions, licences and consents (in all relevant
countries) to use the Performance Data, provided that, we use such
data solely: to provide, support and enhance the Service for you; or
for our internal analytical reporting purposes. We will not disclose any
Performance Data outside of us or Our Representatives unless it is in
an anonymised form.
Upgrades/Downgrades:
Upgrades/Downgrades are not applicable however you can add to
Facebook ad spend in $70 increments this will be charged as a
Monthly Budget.
Refunds/Credit:
Unless paragraph 21(d)21(d) of the General Terms applies, you are
not entitled to any refund or credit on cancellation of the Service for
any reason.
Supplementary Service Terms:
1.
When the following words with capital letters are used in the following supplementary Service Terms
for hibu Promotions, this is what they mean:
“Business Day” means Monday to Friday excluding weekends and public holidays.
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“Consumer” means a consumer or entity that views or purchases a Deal or views or uses an Offer.
“Consumer Data” means any information about a Consumer that could be defined as personally
identifiable information and that is submitted into hibu Promotions by you or by a Consumer including,
without limitation, first and last name and email address.
“Deal” means a promotion that is a) initiated by you and published through hibu Promotions; and b)
must be purchased in advance by Consumers through an ecommerce transaction processed through
hibu Promotions.
“Offer” means a promotion initiated and run through hibu Promotions that does not required prepurchase or an ecommerce transaction.
“Our Fee” means 9.9% of the total Sale Proceeds of your Transactions each month and an additional
$0.30 for each of Your Transactions.
th
“Payment Date” means the 15 and on the last day of every Service Month (or if the relevant day is
not a Business Day, then the closest Business Day afterwards.
“Performance Data” means any statistical information that is generated through the provision of the
Service that is not Consumer Data including but not limited to the number of page views and unique
visitors, a Consumer’s interaction with the Service, details about Your Transactions and any other
information about an Offer or a Deal,
“Prohibited Products” means all products or services that we do not allow to be advertised, offered
for sale or sold via the Service, as listed in our Advertising Policy.
“Refund” means any amounts repaid or repayable by us to a Consumer in relation to a purchased
Deal.
“Sale Proceeds” means the total amount paid by a Consumer for a Deal, including the purchase price,
shipping and taxes and duties and minus Our Fee.
“Your Products” means all products that you promote through hibu Promotions as an Offer or as a
Deal.
“Your Services” means all services that you promote through hibu Promotions as an Offer or as a
Deal.
“Your Transactions” means the sales of Deals to Consumers.
2.
Fees are fixed for the Minimum Term, after that we may change Fees from time to time in accordance
with paragraph 8(c)(i) of the General Terms. We only accept payment from a valid credit card from a
card scheme acceptable to us.
3.
Fees are payable to us on a monthly basis with the first monthly payment to be paid before the Service
starts.
4.
Sale Proceeds of Your Transactions (if any) will be paid to you, (in the currency and form that we
choose) on each Payment Date. The amount that we pay you will be the Sales Proceeds of Your
Transactions that have been cleared and received by us by the previous Payment Date, less any
Refunds which we have processed during such time period.
5.
You agree that the Universal Deal Terms will apply to all your Deals. You agree that any Deal that you
publish shall not have an expiry date exceeding 1 Year from the date of publication. You understand
that the Universal Deal Terms will include the right for a Consumer to request a Refund on a
purchased Deal within 7 working days (starting from the day after the day of the initial purchase date).
We will honor any request for a Refund unless the Deal has been recorded as redeemed on the hibu
Promotions system. It is your responsibility to promptly record on the hibu Promotions system, when
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each Deal is redeemed by a Consumer. If you fail to record such redemptions, we will not be
responsible for any Refunds processed for redeemed Deals. You understand that this will reduce the
Sale Proceeds you receive for Your Transactions.
6.
It is your responsibility to honour any Deal or Offer presented by a Consumer. If we reasonably believe
that your actions or performance under the Agreement has or may result in a significant number of
Consumer complaints or Refunds or chargebacks or other claims being made against you in
connection with hibu Promotions, then we may (a) delay initiating the payment of any Sale Proceeds
to you for the shorter of: (i) a period of ninety (90) calendar days or (ii) completion of any investigations
regarding your actions or performance under the Agreement; or (b) offset any amounts you owe us
(whether in Refunds, chargebacks or otherwise) against any future payment of any Sale Proceeds of
Your Transactions.
7.
Regardless of anything contained in the Agreement, you acknowledge and agree that you are
responsible for the proper calculation, collection and payment of Your Taxes, for filing all associated
returns and for issuing VAT invoices/credit memos, when required. We are not responsible for
collecting, paying or reporting upon Your Taxes, and we will have no liability to you or any third party in
respect of Your Taxes. If we are legally required to collect any federal, state or local sales, use, excise,
gross receipts, value added or similar taxes from you, you agree to promptly pay the required amount
to us, on request by us. If Your Country is the United States of America, then to the extent required by
applicable escheat or abandoned/unclaimed property laws, you shall be solely responsible for and
agree to report and pay over to the applicable local, state or federal governmental agency any
unredeemed cash value of any Deal. You are responsible for keeping track of the cash amount paid
by the Consumer for the Deal and any unredeemed balance of that cash amount to ensure
compliance with this paragraph. We recommend that you consult with an independent tax advisor to
understand your tax obligations arising from Your Transactions
8.
You will ensure that Your Products and Services (including packaging, documentation and materials),
are not Prohibited Products and all advertising, offers for sale and actual sales of Your Products and
Services comply with all applicable Laws. Your Products and Services may not contain any sexually
explicit (except to the extent permitted under the Agreement), defamatory or obscene materials.
9.
You agree that any Offer and Deal that you publish are clearly and accurately presented, are complete
and are not in any way misleading (specifically if the Offer or Deal is time limited) and comply with all
applicable Laws.
10.
You agree to provide the following information for each of your Deals (as applicable) and to promptly
update this information as necessary to ensure it remains accurate and complete and to ensure that it
complies with all applicable Laws at all times:
(a)
product/service description including, where applicable, brand and model/version;
(b)
an accurate, digital image;
(c)
pricing information;
(d)
any shipping and handling charges and any shipping limitations, options, or requirements;
(e)
in-stock status and availability;
(f)
any text, disclaimers, warnings, notices, labels or other content required by applicable Law to be
displayed in connection with the Deal;
(g)
any special requirements or other terms and conditions or limitations applicable to Your
Products and Services that a customer should be aware of before purchasing the Deal;
(h)
product dimensions using measurements commonly used within Your Country;
(i)
product weight using measurements commonly used within Your Country; and
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(j)
11.
12.
if applicable, a list of technical requirements or specifications;
You must not:
(a)
contact any Consumers and try to collect any payments for their orders directly, to influence
them to make an alternative purchase, or to harass them; or
(b)
encourage any Consumers to purchase from you directly (for example from your own store or
website) in an attempt to avoid paying Our Fees which would otherwise have been payable for
Your Transactions;
(c)
must not represent that you are selling Your Products and Services on behalf of any third party
and you must sell all Your Products and Your Services on your own hibu Promotions account..
You will (as applicable):
(a)
lawfully obtain, sell, fulfil, ship and deliver Your Products and Services to the Consumer in
accordance with the terms of the relevant Deal, the terms of the Agreement, and all terms
provided by you to the Consumer at the time of the order. You will be solely responsible for and
bear all risk for these activities;
(b)
comply with all instructions relating to the advertising or sale of Your Products and Services;
(c)
identify yourself as the seller of Your Products and Services on all sales and delivery
documentation (including packing slips included with Your Products) and as the person to which
a Consumer may return Your Products;
(d)
include an order-specific packing slip within each shipment of Your Products, which also
includes information relating to returning Your Products;
(e)
package each of Your Products so as to avoid damage and ship each of Your Products on or
before its estimated ship date;
(f)
not cancel any of Your Transactions or Offers except where this is permitted under the terms
and conditions appearing on information about the Deal or Offer at the time of the applicable
order or at the time the Offer was published or as may be required under Law or the Agreement;
(g)
promptly respond to questions from Consumers and to requests for appointments for Your
Services and respond to questions about your Offers promptly;
(h)
promptly record, on the hibu Promotions system, the redemption of any Deals by Consumers so
that the Consumer cannot subsequently request a Refund; and
(i)
bear all credit card fraud risk and other risk of fraud or loss.
13.
You are responsible for any non-delivery, mis-delivery, theft or other mistake or act in connection with
the fulfilment and delivery of Your Products or the performance of Your Services;
14.
Regardless of anything contained in the Agreement, you acknowledge and agree that if you do not
comply with your obligations in paragraphs 5 to 12 (inclusive) we may cancel this Service immediately.
If we cancel the Services we will be entitled to refuse any or all future use by you of the Service or any
part of it.
15.
If the Service is cancelled for any reason, you are responsible for honouring any Deal or Offer
presented by a Consumer and we will pay any remaining Sale Proceeds of Your Transactions in
accordance with paragraph 4.
16.
If a dispute arises between you and one or more Consumers or any other third party in relation to any
of your Deals, your Offers or Your Products or Services, we and Our Representatives will have no
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responsibility in relation to that dispute and you will reimburse us and Our Representatives in full for
any damage, loss, liabilities, fees and expenses that we or they suffer (including any claims brought
against us or them by third parties) as a result of the dispute.
17.
You will reimburse us and Our Representatives in full for any damage, loss, liabilities, fees and
expenses that we or they suffer (including any claims brought against us or them by third parties) as a
result of your use of hibu Promotions or any of Your Products and Services.
Service Terms for 30s PhotoMotion Video
Contract Type:
Month-to-Month.
Upgrades/Downgrades:
Not applicable.
Payment Method:
Monthly recurring basis.
Refunds/Credit:
On cancellation made part way through or at the end of a Service
Month (except cancellation under paragraph 21(e) of the General
Terms or cancellation in relation to the Satisfaction Guarantee
Refund) we will give you a pro-rated refund or credit.
If cancellation of this Service is as a result of the Satisfaction
Guarantee Refund for the Design service, we will give you a full
refundor credit for this Service. Please see paragraph 7 of the
supplementary service terms for Design for more details.
Supplementary Service Terms:
3. This is a bolt-on service and can only be ordered with the help of our telesales or premise sales team
in addition to the following Services: a) hibu Website Premium tier and b) Design; and c) the hibu
Wave Service. It is not available for order via our Websites.
4.
We will only start building your Video once you have provided us with Your Content, Your Data and
any other materials and information that we request from you in order for us to provide the Services.
5.
Once we have built your Video, your Video will be made available for you to review. Please note that
we may set your video live if, after a reasonable time period, we do not receive approval from you to
set the video live.
6.
You may make as many amends to your Video. Any changes and amends to your Video are subject
to our fair usage policy. Any changes and amends that you have requested to your Video will be
available for you to review once we have sent you an amends confirmation email.
7. On cancellation of this Service (except for cancellation in relation to the Satisfaction Guarantee
Refund), you will obtain ownership of the finished video. Such ownership includes a royalty-free
license to the video background music, graphics and images (solely for use in the video) that we
have provided to you.You agree that we may use all or any portion of your video ad in our business
and marketing materials. There may be additional charges for an encoded copy of the video or an
uncompressed high quality copy of the video.
Service Terms for hibu Wave
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Contract Type:
Month-to-Month.
Upgrades/Downgrades:
Not applicable.
Payment Method:
Monthly recurring basis.
Refunds/Credit:
On cancellation made part way through or at the end of a Service
Month (except cancellation under paragraph 21(e) of the General
Terms or cancellation in relation to the Satisfaction Guarantee
Refund) we will give you a pro-rated refund or credit.
Supplementary Service Terms:
1. This is a bolt-on service and can only be ordered with the help of our telesales or premise sales team
in addition to the following Services: a) hibu Website Premium tier and b) Design.
2.
We can only provide this Service in relation to one geographical address.
3.
We may not be able to complete all or parts of this Service a) if you have provided us with Your
Content, Your Data and any other materials and information that we request from you in order for us
to provide the Services.
4.
Some parts of the Service requires you to take action to verify your information (“Owner Verified
Information”).You acknowledge that we may not be able to complete all or parts of this Service if you
do not respond to any requests from us for you to verify the Owner Verified Information or you fail
to take action to verified the Owner Verified Infromation.
5.
Once the Claiming and Online Listing Distribution process is complete, we will send you the logon in
details for you to manage your accounts. You are responsible for the security, access and
management of your accounts including any action taken when your logon details are used and any
unauthorised use of passwords.
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