PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE
Your attention is particularly drawn to the provisions of clause 12 (Limitation of liability).
1. About us
1.1 Company details
Sendible Limited (company number 06815657) (we and us) is a company registered in England and Wales and our registered office is at 3rd Floor, 311 Ballards Lane, London, N12 8LY. We operate the website www.sendible.com.
1.2 Contacting us
To contact us, telephone our customer service team or email firstname.lastname@example.org.
2. Our contract with you
2.1 Our contract
These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 Entire agreement
The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
These Terms and the Contract are made only in the English language.
3. Purchasing your subscription and its acceptance
3.1 Purchasing your subscription
Please follow the onscreen prompts to purchase your subscription to our service. You may only subscribe using the method set out on the site. Each order is an offer by you to buy the services offered by our social media management tool (Services) subject to these Terms.
3.2 Accepting your request for subscription
Our acceptance of your order takes place when we send an email to you to accept it (Subscription Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Subscription Confirmation.
3.3 If we cannot accept your request for subscription
If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your request. If you have already paid for the Services, we will refund you the full amount. We fully reserve our right to not offer the Services to anyone for any reason.
We reserve the right to withdraw at any time our offer to trial our services for free for 14 days where we believe in our sole opinion this is being abused.
4. Cancelling the Contract
4.1 You may terminate the Contract at any time
If you terminate the Contract before the end of your current paid-up period, your termination will take effect immediately and you will not be charged again.
To cancel the Contract, you simply have to log in to your account and complete the cancellation form found by clicking on the “Subscription” link.
Any request for refunds because of non use of the Service after the initial 14 day free trial period may be provided by us at our sole discretion and shall incur a reasonable administration charge.
Where a refund is given by us, any discount provided which is based on the frequency of payments, (eg. quarterly, bi-annual and annual) will not be reflected in the refunded amount.
5. Our services
We will provide you with social media management tools as more particularly described on our site. Our Services can be accessed by our site,via our API and through our mobile apps
5.2 Third Party Service Providers
The Service may contain features that enable various third party service providers (such as social media services like Facebook, Twitter and LinkedIn) (“Third Party Service Providers”) to be directly integrated into your Sendible account. To take advantage of these features, you will be required to register for or log into the Third Party Service Providers on their respective websites. By enabling Third Party Service Providers within the Service, you are allowing us to pass your login information to these Third Party Service Providers for this purpose. You agree to comply with all the terms of service and use of the Third Party Service Providers (“Third Party Service Providers Terms”) and we shall not be liable to you in any way in the event that you do not follow such Third Party Service Providers Terms. In the event that you breach Third Party Service Providers Terms we have the right to immediately terminate our agreement with you.
5.3 Descriptions and illustrations
Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
5.4 Changes to Services
We reserve the right to amend the specification of the Services at any time and we will use reasonable endeavours to notify you in advance of any such event but shall be under no obligation to do so. For the avoidance of doubt such changes to the specification of the Services may arise as a result of Third Party Service Providers withdrawing their consent for our use of the whole or any part of their platforms for the use in the Services. We shall not be liable to you for any losses caused by a change in the specification of the Services howsoever caused.
5.5 Reasonable care and skill
We will provide the Services to you using reasonable care and skill.
5.6 Availability of Site
Whilst we shall do our best to ensure the Service and the Site are always available we cannot guarantee it will be uninterrupted, always available or error free.
6. Your obligations
6.1 It is your responsibility to ensure that:
(a) you co-operate with us in all matters relating to the Services;
(b) you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(c) you comply with all applicable laws, including data protection laws;
(d) you comply with our acceptable use policy; and
(e) you input the correct county, province and country codes which reflect the country you live in when purchasing your subscription.
6.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 6.1 (Your Default):
(a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the contract under clause 15 (Termination);
(b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
(c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
7.1 Charges of Service
In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 7.
7.2 Quoted Charges
The Charges are the prices quoted on our site at the time you submit your order.
7.3 Modifyed Charges
If you wish to change the scope of the Services through the membership portal after we accept your order, and we agree to such change, we will modify the Charges accordingly.
We take reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see clause 7.7 for what happens if we discover an error in the price of the Services you ordered.
We reserve the right to increase the Charges at any time.
7.6 VAT UK
If you are in the UK then our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
7.7 Order Process Incorrectly
It is always possible that, despite our reasonable efforts, some of the Services on our site may be incorrectly priced. If the correct price for the Services is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.
7.8 Single Account Discounts
If we have offered and you are using a discount code then this code may only be used on a single account at any time. Where a discount code is used, this discount will be applied to your current plan and will negate any discount that would have otherwise been applied based on payment frequency.
7.9 Discount Codes
Discounts codes are only applicable to your current subscription plan. This includes offers provided when opening a free trial with us. You acknowledge that by upgrading or downgrading your plan, the discount code applied to your previous charges will no longer be valid.
7.10 Discount Code Regulations
We reserve the right to reduce or stop discount codes as we see fit at any time
Certain add-ons which incur setup costs are not available on the 14 day free trial. These include but are not limited to Rebranded Apps and Email and SMS credits.
For any upgrade or downgrade of your subscription plan, the credit/debit card that you provided will automatically be charged the new rate on your next billing cycle. For upgrades, a pro-rata charge will be applied based on the difference in price between your current plan and the plan you upgrade to and the amount of time remaining until your next billing date.
8. How to pay
8.1 Subject to clause 7.11
Above payment for the Services is in advance however you will get your first thirty days for free. If you do not terminate the Contract prior to this thirty day period we will take your first payment on the thirtieth day and will take subsequent payments monthly thereafter.
You can only pay for the Services using a debit card or credit card unless we agree otherwise with you in writing.
You must pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law and agreed with us).
If a problem arises or you are dissatisfied with the Services please let us know at email@example.com.
10. Intellectual property rights
10.1 Intellectual Property
All intellectual property rights in or arising out of or in connection with the Services will be owned by us.
11. How we may use your personal information
11.1 We will use any personal information you provide to us to:
(a) provide the Services;
(b) process your payment for the Services; and
(c) inform you about similar products or services that we provide, but you may stop receiving these at any time by unsubscribing from these notifications.
12. Limitation of liability:
YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
12.1 Nothing in the Contract limits or excludes our liability for:
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
12.2 Subject to clause 12.1
We will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of use or corruption of software, data or information;
(e) loss of or damage to goodwill; and
(f) any indirect or consequential loss.
12.3 Subject to clause 12.1
Our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Charges paid under the Contract.
12.4 Terms Except
Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, by common law or otherwise are, to the fullest extent permitted by law, excluded from the Contract.
This clause 12 will survive termination of the Contract.
We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 13.2.
13.2 We each may disclose the other's confidential information:
to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 13; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.
14.1 Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 5 days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;
(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business;
(e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy; or
(f) you do anything which in our sole opinion could jeopardise our business or hamper our ability to provide our services to our other customers.
14.2 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
14.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
15. Events outside our control
15.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control). For the avoidance of doubt an Event Outside Our Control includes but is not limited to interruptions in service or events on third-party sites, including but not limited to, Facebook, Twitter, LinkedIn that may affect us and your use of the Service.
15.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will attempt to see if we can provide the Services but if as a result of the Event Outside Our Control means that we are no longer able to provide the Services or any part of them (or cannot commercially justify the provision of the Services or any part of them in our sole discretion) then we can cease providing it.
15.3 You may cancel the Contract affected by an Event Outside Our Control. Third party contracts outside our control which remove the service.
16. Communications between us
16.1 When we refer to "in writing" in these Terms, this includes email.
16.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
16.3 A notice or other communication is deemed to have been received:
(a) if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
(c) if sent by email, at 10.00 am the next working day after transmission.
16.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
16.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
17.1 Assignment and transfer.
(a) We may assign or transfer our rights and obligations under the Contract to another entity.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
17.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
17.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or 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 or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
17.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
17.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
17.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.
TERMS OF WEBSITE USE
Who we are and how to contact us
www.sendible.com is a site operated by Sendible Limited ("We"). We are registered in England and Wales under company number 06815657 and have our registered office at 3rd Floor, 311 Ballards Lane, London, N12 8LY which is also our main trading address. Our VAT number is GB173996846.
We are a company which provides social media management tools, software and platforms.
To contact us, please email firstname.lastname@example.org.
By using our site you accept these terms
If you do not agree to these terms, you must not use our site.
There are other terms that may apply to you
Our Acceptable Use Policy, which sets out the permitted uses and prohibited uses of our site. When using our site, you must comply with this Acceptable Use Policy.
If you purchase subscription services from our site, our Terms and conditions of supply will apply to your subscriptions.
We may make changes to these terms
We amend these terms from time to time. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time.
We may make changes to our site
We may update and change our site from time to time to reflect changes to our products, our users' needs and our business priorities and we will try to give you reasonable notice of any major changes though be under no obligation to do so.
We may suspend or withdraw our site
Our site is made available free of charge.
We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
You must keep your account details safe
If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at email@example.com.
How you may use material on our site
We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site.
You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.
You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.
Do not rely on information on this site
The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.
Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.
We are not responsible for websites we link to
Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.
We have no control over the contents of those sites or resources.
User-generated content is not approved by us
This website may include information and materials uploaded by other users of the site, including to bulletin boards and chat rooms. This information and these materials have not been verified or approved by us. The views expressed by other users on our site do not represent our views or values.
If you wish to complain about information and materials uploaded by other users please contact us on firstname.lastname@example.org.
Our responsibility for loss or damage suffered by you
Whether you are a consumer or a business user:
We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any products to you, which will be set out in our Terms and conditions of supply.
If you are a business user:
We exclude all implied conditions, warranties, representations or other terms that may apply to our site or any content on it.
We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
use of, or inability to use, our site; or
use of or reliance on any content displayed on our site.
In particular, we will not be liable for:
loss of profits, sales, business, or revenue;
loss of anticipated savings;
loss of business opportunity, goodwill or reputation; or
any indirect or consequential loss or damage.
If you are a consumer user:
· Please note that we only provide our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
· If defective digital content that we have supplied, damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
How we may use your personal information
Uploading content to our site
Whenever you make use of a feature that allows you to upload content to our site, or to make contact with other users of our site, you must comply with the content standards set out in our Acceptable Use Policy.
You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
Any content you upload to our site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us a royalty free licence to use, store and copy that content and to distribute and make it available to third parties.
We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.
We have the right to remove any posting you make on our site if, in our opinion, your post does not comply with the content standards set out in our Acceptable Use Policy.
You are solely responsible for securing and backing up your content.
Rights you are giving us to use material you upload
When you upload or post content to our site, you grant us the non exclusive worldwide royalty free right to use that content.
We are not responsible for viruses and you must not introduce them
We do not guarantee that our site will be secure or free from bugs or viruses.
You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software.
You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
Rules about linking to our site
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
You must not establish a link to our site in any website that is not owned by you.
Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page. We reserve the right to withdraw linking permission without notice.
The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy. If you wish to link to or make any use of content on our site other than that set out above, please contact email@example.com.
Which country's laws apply to any disputes?
You are not permitted to use any of our intellectual property without our written approval.
SENDIBLE ACCEPTABLE USE POLICY
This acceptable use policy sets out the terms between you and us under which you may access our website www.sendible.com (our site). This acceptable use policy applies to all users of, and visitors to, our site.
Your use of our site means that you accept, and agree to abide by, all the policies in this acceptable use policy, which supplement our terms of website use.
www.sendible.com is a site operated by Sendible Limited and Midnight Social Media.
You may use our site only for lawful purposes. You may not use our site:
In any way that breaches any applicable local, national or international law or regulation.
In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
For the purpose of harming or attempting to harm minors in any way.
To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards.
To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
YOU ALSO AGREE
Not to reproduce, duplicate, copy or re-sell any part of our site in contravention of the provisions of our terms of website use.
Not to access without authority, interfere with, damage or disrupt:
any part of our site;
any equipment or network on which our site is stored;
any software used in the provision of our site; or
any equipment or network or software owned or used by any third party.
When you use our YouTube features, you are bound by the YouTube Terms of Service.
SUSPENSION AND TERMINATION
We will determine, in our sole discretion, whether there has been a breach of this acceptable use policy through your use of our site. When a breach of this policy has occurred, we may take such action as we deem appropriate.
Immediate, temporary or permanent withdrawal of your right to use our site.
Immediate, temporary or permanent removal of any posting or material uploaded by you to our site.
Issue of a warning to you.
Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
Further legal action against you.
Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
We exclude liability for actions taken in response to breaches of this acceptable use policy. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.
CHANGES TO THE ACCEPTABLE USE POLICY
We may revise this acceptable use policy at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we make, as they are legally binding on you. Some of the provisions contained in this acceptable use policy may also be superseded by provisions or notices published elsewhere on our site.
Midnight Design and Promos llc
All Rights Reserved | Representing
midnightdesign.net | midnightpromos.net | midnightsocial.media and OCD Graphics at www.ocdapparel.com
32350 Cea Dag Circle, Unit 205 - Dagsboro, DE 19939 | 410-828-7990 | firstname.lastname@example.org