Website Terms Of Use

1 Introduction

This is the official website of Mears Ash.

This free access website(s) is intended to provide free information about us, our Services, contact information, latest news and work for a number of our clients.

These terms and conditions, together with our Terms of Business and Privacy Policy apply to any and all use of the Site and to any Contract for the provision of our Services. By accessing and using the Site in any way you are agreeing to be bound by and comply with these Terms and any amendments to them.

We reserve the right at any time and without notice to amend or alter these Terms and all content on this Site. We will post the amended Terms on the Site. As any changes will be binding on you from when you first access the Site with the amended Terms, you should review them from time to time to make sure you are aware of any changes.

2 Definitions

In these terms and conditions, the following terms shall have the following meanings:

• “Contract” means a contract between us and you for the provision of our Services.

• “Final Cost” means the amount payable by you to us under a Contract as stated on our invoice and in accordance with our Terms of Business.

• “IPR” means all patents, trade marks, service marks, copyright, design right, database rights, know-how, processes, trade practices and other intellectual property rights whatsoever, whether registered or unregistered anywhere in the world.

• “Site” means the Mears Ash website at www.mearsash.co.uk; www.mearsash.com and any of the sub-domains thereof.

• “Terms” means these Website Terms of Use.

• “Third Party Works” means any and all works that we supply to you in the course of providing the Services that are created by a third party including artwork and images.

• “Use” means the uses and purposes to which the Works or Third Party Works may be put as specified by us or a third party in accordance with the terms of a Contract or our Terms of Business or a licence with a third party.

• “we”, “our”, “us”, “Mears Ash” means Mears Ash Limited, company number 03369943 with its principal place of business at 28 Ashington Road, London SW6 3QJ, 020 7736 6408.

• “Works” means any and all works of any kind that we create in the course of providing the Services including designs, graphics, advertising copy, reports, brochures, website front end and back end.

• “you”, “your”, “yourself” means the person, company or other body using the Site.

• The term “including” wherever referred to in these Terms means including without limitation.

3 General Use of the Site

3.1 You warrant and undertake that you shall not, and shall not permit others to:

3.1.1 modify, translate, create derivative copies of or copy any aspect of the Site including the html code, cgi scripts, images, and other graphic content.

3.1.2 transmit or post any material to the Site that is libellous, obscene, threatening, abusive or hateful.

3.1.3 reverse engineer, decompile, disassemble or otherwise tamper with any material on the Site.

3.1.4 distribute, sub-license, assign, share, timeshare, sell, rent, lease, grant a security interest in or otherwise transfer any of your rights to use the Site.

3.1.5 direct or distribute unsolicited email (SPAM) to, from or via the Site.

3.1.6 interfere or attempt to interfere with the operation of the Site or its component parts including the Service in any way whatsoever including overloading, flooding, mailing, bombing, crashing or hacking all or part of the Site(s)’s content or deleting or changing any of the Site(s)’s content.

3.1.7 use the Site for any unlawful purpose; or

3.1.8 use the Site in any manner not expressly authorised or envisioned by us or in a way which may bring us into disrepute.

4 Intellectual Property Rights

4.1 All IPR in the Site including all trade marks and copyright in the graphics, images, logos, data and html code, files and all material, content, information or benefits relating to the same, are owned by Mears Ash or licenced to Mears Ash by a third party. Nothing in these Terms shall confer any ownership of any IPR in the same on you. You may only use the contents of the Site in accordance with these Terms.

4.2 Copying, reproduction, distribution, adaptation or modification of all or any part of the Site is strictly prohibited without the prior written permission of Mears Ash Limited or in accordance with the Copyright Designs and Patents Act 1988.

4.3 Permission is granted to electronically copy and to print in hard copy portions of the Site for the sole purpose of researching or contacting Mears Ash.

5 Submission of Content

7.1 Where you submit any Content to the Site, you are by submission granting Mears Ash Limited a perpetual, royalty free, non-exclusive, license to use, reproduce, modify, adapt, publish, create derivative works or otherwise use the Content for any purpose that Mears Ash wishes, including for the purpose of incorporating the Content into the Works and our marketing and promotional purposes. If you do not wish to grant such rights to Mears Ash, it is suggested that you do not submit your Content to the Site. You warrant that you have the right to enter into this licence and that the Content does not infringe the IPR of any third party.

7.2 You agree to indemnify and keep indemnified Mears Ash against any and all costs, fees, loss or damage caused to or claim brought against Mears Ash arising out of your submission of the Content or any use of the Content by Mears Ash.

6 Privacy

6.1 The Site is designed to be a business to business website and is not intended for the use of individual consumers or children. We may collect and store personal identifiable information about the persons or companies who visit the Site.

6.2 This information may include, but is not limited to, details such as your name, address, telephone number, fax number, CV, URL, domain name, I.P. address, company name, job title or email address. We may use this information to contact you or your company about our Services from time to time.

6.3 We may also collect and store information about you to improve the Site and improve user interaction based on the information collected.

6.4 We will not trade, sell, rent or pass on any information about the users of the Site to any third parties for marketing purposes without your express consent.

6.5 Transmission of data and information via the Site is not a secure or encrypted transmission method for sending your personal data, unless otherwise indicated on the Site.

6.6 You may ask us to delete any information about you or your company and cease any further contact with you at anytime by contacting us by phone, letter or email.

6.7 Please read our Privacy Policy for further information relating to your privacy and the collection and use of your personal data by us. In the event of any conflict between the provisions of this clause and our Privacy Policy, the terms set out in the Privacy Policy will apply.

7 Links to External Websites

7.1 Any links to other websites from this Site are provided to you only as a convenience. Your linking to and use of any off-site pages or other sites is entirely at your own risk. Such websites are not under our control and we are not responsible for their contents. The inclusions of any links on the Site does not imply our endorsement of the site, the organisation operating such site, or any of its products or services.

8 Limitation of Liability

8.1 This Site is offered AS IS and without any warranties of any kind whether express or implied. To the maximum extent permitted by law, we disclaim all warranties, express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose.

8.2 We use reasonable efforts to ensure the accuracy, correctness and reliability of the content of the Site, but we make no representations or warranties as to the accuracy, correctness or reliability of any content. You use this Site and any of its contents entirely at your own risk. We accept no liability for any errors or omissions on the Site.

8.3 You acknowledge that the following provision reflects a fair allocation of risk. These Terms set out our entire liability to you and all other liability of us to you is hereby excluded, subject that nothing shall exclude or restrict our liability for fraudulent misrepresentation and/or for death or personal injury (including but not limited to sickness and death) to the extent that such injury results from our negligence or wilful default, or that of our servants, agents or subcontractors.

8.4 You agree that our total liability shall not exceed (death or personal injury excepted) the Final Cost paid by you to us pursuant to that Contract, including where such liability arises out of our negligence.

8.5 In no event shall we be liable to you whether in contract, tort, by statute or otherwise in respect of any loss of profits and/or for any special, indirect, incidental or consequential loss or damage arising out of or in connection with the Site, including without limitation: loss of revenue, loss of anticipated savings, loss of business and/or goods, loss of goodwill, loss of use, loss and/or corruption of data and/or other information or benefits. For the avoidance of doubt, neither the types of loss and/or damage specified above nor any similar types of loss and/or damage shall constitute direct loss for the purposes of this Agreement.

9 Indemnity

9.1 You will fully indemnify and keep us indemnified against all losses and damages (including loss of profits, special, indirect, incidental or consequential loss or damage, loss of goodwill and any reasonable legal costs or sums paid in settlement of any claim or proceedings brought against us by a third party) arising due to any breach of these Terms (including a breach of the warranties in Clause 4) by you and also in the event of any claim or legal proceedings brought or threatened against us by a third party as a result of your actions.

10 Restriction of the Internet

You acknowledge that:

10.1 we have no control over the Internet which is a global decentralised network of computer systems. Accordingly, access to the Site shall not be error free or uninterrupted and may be variable; and

10.2 information, benefits and other material accessible over the Internet, including via the Site may contain computer viruses, worms, Trojan horses, cancelbots, or other harmful and destructive components. We are not liable and will not be liable for any direct, indirect, incidental or other loss or damages which result or may result from your access to or use of the Internet. We strongly recommend that you maintain sufficient and updated anti-virus benefits on any hardware used to access the Site and/or access material on the Site.

11 Downtime

Every effort is made to ensure the continuity of the Site, but some occasional technical downtime beyond our control may occur. Such downtime may prevent you from accessing the Service on the Site for the duration of the down time. We shall not be liable if your access to the Service via the Site is delayed or prevented by any cause beyond our control including, for the avoidance of doubt, hosting server downtime.

12 Termination

We may terminate any Contract, including any licence granted thereunder at any time upon notice in writing (which may be by email) to you:

12.1 in the event of any breach by you of the provisions of these Terms, any Contract between us or our Terms of Business including the failure to pay any amounts owing to us when they become due or;

12.2 in the event that you become insolvent, bankrupt or otherwise unable to pay your debts within the meaning of the Insolvency Act or any other replacement legislation.

13 Notices

Any notice required or permitted under these Terms shall be in writing (which may be by email) and shall be deemed to have been properly given:

13.1 48 hours after being posted by first class mail (by airmail if sent internationally) with postage prepaid to the address for us set out in these Terms and for you as set out in your written request for a Login or otherwise notified to us for the purpose; or

13.2 at close of business (17:00 hours local time) on the day of effective transmission if sent by email to the email address provided by you.

14 General

14.1 No provision of the Terms shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not party to it.

14.2 We may assign our rights or obligations under these Terms at anytime. You may not assign your rights or obligations under these Terms and conditions without our prior written consent.

14.3 We shall not be liable for failure to meet our obligations under these Terms if we are prevented from or delayed in doing so due to circumstances beyond our reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

15 Governing Law

15.1 The access and use of the Service is intended for persons in England and Wales only. We do not represent or warrant that the Service complies with the regulatory regime of any other country. If you access the Service from other locations outside England and Wales you do so entirely at your own risk and you are responsible for compliance with local laws.

15.2 These Terms shall be interpreted in accordance with and governed by the law of England and Wales and the parties shall submit to the exclusive jurisdiction of the English courts.

Last updated October 2015