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ACTINIC SHARED SSL SERVICE AGREEMENT ("this Agreement")
Please read this service agreement, then click
the 'Yes' button below to accept the terms and conditions and begin
registration.
This Agreement governs the provision
of the secure credit card details capture service between Actinic
Software Limited ("Actinic") and any End-user who
agrees to its terms ("you") (together "the parties").
DEFINITIONS
"Actinic Product"
means the current release of Actinic Catalog and Actinic Business
software or its immediate predecessor;
"End-user" means an individual
or company licensed to use an Actinic Product under an End-user
Agreement;
"End-user Agreement" means
the software licence agreement between Actinic and an End-user set
out in the relevant Actinic Product as amended from time to time;
All capitalised terms shall have the same
meaning given to them in the relevant End-user Agreement in this
Agreement, unless specifically defined in this Agreement.
SHARED SSL SERVICE
Actinic will provide the secure credit
card details capture service set out in Schedule 1 to this Agreement
("the Shared SSL Service").
You acknowledge that due to the multiple
hardware and software environments into which the Actinic Product
may be put, Actinic cannot guarantee that every Shared SSL Service
transaction will be executed. Subject to and in accordance with
the terms of this Agreement, Actinic’s sole obligation is to provide
reasonable and good faith efforts with reasonable skill and care
to provide secure credit card details to you.
TERM
Actinic will provide the Shared SSL Service
for a period of 12 months from the date you are issued your Shared
SSL Service user id key, unless terminated earlier or extended in
accordance with its terms (the "Term"). For the
avoidance of doubt the Shared SSL Service will not be available
until you have been issued with and entered your Shared SSL Service
user id key.
WHERE THE SHARED SSL SERVICE
WILL NOT BE PROVIDED
Actinic may not provide the Shared SSL
Service where it reasonably determines (in its sole discretion)
that:
- systems and server maintenance is necessary;
- your use of the Actinic Product is outside that
set out in the Software Documentation;
- your use of the Shared SSL Service is abusive
or fraudulent;
- you are using the Actinic Product for an adult,
pornographic or distasteful site;
- you are not using the current release of the
Actinic Product or its immediate predecessor; or
- you have breached the End-user Agreement.
PAYMENT
Payment of the published fees shall
be made annually in advance by direct debit, credit card or cheque.
For the avoidance of doubt, Actinic shall have no obligations under
this Agreement until it has received cleared funds to cover the
published fees (for that 12 month period) of the Shared SSL Service
relating to the relevant Actinic Product.
REFUNDS/RIGHTS TO WITHDRAW
You may cancel this Agreement without
cause during the first 30 days from the date you accept this Agreement
and Actinic will refund the Price, less a £20 (+ VAT) cancellation
charge.
Actinic may terminate this Agreement on 3
months written notice to you. If Actinic terminates this Agreement
in accordance with this paragraph it will refund you a pro rata
proportion of the Price for any remaining months of the Term after
the expiry of the notice period (for which you have paid but will
not receive the Shared SSL Service).
RENEWAL OF AGREEMENT
This agreement will be renewed on the
day following the last day of the Term for further 12 month periods
unless you indicate you desire to terminate this agreement in writing
at least 14 days prior to the last day of the Term
VARIATION AND TERMINATION
Actinic may vary the terms of this Agreement
relating to Payment and the Shared SSL Service on one month’s written
notice by email to the email address given on registration. Whenever
such notice is given you shall have the right to terminate this
Agreement if you have notified Actinic in writing of your intention
to terminate before the end of the notice period. If you terminate
this Agreement in accordance with this paragraph Actinic will refund
you a pro rata proportion of the Price for any remaining months
of the Term after the expiry of the notice period (for which you
have paid but will not receive the Shared SSL Service).
Except as set out above, no amendment or variation
shall take effect unless it is in writing and signed by an authorised
representative of each of the parties.
Without prejudice to any other rights, Actinic
may terminate this Agreement if you fail to comply with the terms
and conditions of this Agreement, the End-user Agreement, or any
other agreement with Actinic or if you suffer any form of insolvency
or administration.
TRANSFERABILITY
The Shared SSL Service is non-transferable
and is valid for the individual purchaser only (who must be an End-user).
EXCLUSION AND LIMITATION OF LIABILITY
- Nothing in this Agreement shall exclude or limit
the liability of either party for death or personal injury resulting
from the negligence of that party or in respect of fraud or of
any statements made fraudulently by that party, or arising under
Part 1 of the Consumer Protection Act 1987 in respect of any defect
in an Actinic Product
- Subject to the exception set out in paragraph
1 above and to the extent permissible by law, Actinic will not
be liable to you whether in contract (including under any indemnity
or warranty), in tort (including negligence), under statute or
otherwise for any (whether direct or indirect): (a) loss of profit;
(b) loss of revenue; (c) loss of sales; (d) loss of anticipated
savings; (e) loss or corruption of data; (f) loss of contract
or opportunity; (g) loss of goodwill; (h) costs incurred in modifying
Actinic Products (whether in accordance with the Software Documentation
or not); (i) unreasonable costs in remedying any loss; or (j)
indirect or consequential loss.
- Subject to the exception set out in paragraph
1 above and to the extent permissible by law, in the event that
Actinic is liable to you in contract (including under any indemnity
or warranty), in tort (including negligence), under statute or
otherwise its liability shall be limited to £300 for any one event
or series of connected events.
- Any action against Actinic must be brought within
2 years after the cause of action arises.
- For purposes of this section, "Actinic"
includes its employees, sub-contractors and suppliers.
- You acknowledge that given the price paid for
the Actinic Products and the Shared SSL Service package, the complicated
nature of the software, the almost limitless number of software
and hardware environment combinations into which the software
might be introduced, the fact that Actinic cannot anticipate the
particular purpose for which you are using the software (all of
which may affect the provision of the Shared SSL Service) and
the availability of insurance for any loss that the above limitations
and exclusions are reasonable in all the circumstances.
- If any provisions of this agreement are held
to be invalid under any applicable statute or rule of law, they
are to that extent omitted from the agreement without affecting
the validity or enforceability of the remainder.
- Neither party shall be liable for any delay in
performing any of its obligations hereunder if such delay is caused
by circumstances beyond the reasonable control of the party so
delaying and such party shall be entitled to a reasonable extension
of time for the performance of such obligations.
HIGH VALUE TRANSACTIONS
Actinic’s maximum liability under this
agreement is £300. You are therefore strongly advised to obtain
insurance if you are using the Shared SSL Service to conclude high
value transactions.
INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights and any
analogous rights of any nature created during the provision of the
Shared SSL Service are the property of Actinic. You hereby assign
all right, title and interest in any such intellectual property
rights and agree to provide any assistance that Actinic may require
to perfect its title to such rights.
Nothing in this Agreement shall prevent or
restrict Actinic from using and exploiting any intellectual property
rights, techniques, tools, ideas or know-how created, used or developed
during the provision of the Shared SSL Service for any purpose whatsoever.
You will keep Actinic fully indemnified against
all reasonable costs, claims, expenses, judgments and liabilities
suffered by Actinic howsoever arising through infringement of third
party intellectual property rights in any software or other material
you have combined with the Actinic Products when Actinic is performing
its obligations in accordance with this Agreement.
GENERAL
This Agreement contains the whole agreement
between the parties in relation to the Shared SSL Service and supersedes
any prior written or oral agreements relating to the same. The failure
or delay in exercising a right or remedy provided by this Agreement
or by law does not constitute a waiver of the right or a waiver
of other rights or remedies. No single or partial exercise of a
right or remedy provided by this Agreement or by law prevents further
exercise of the right or remedy or the exercise of another right
or remedy.
CHOICE OF LAW AND JURISDICTION
This agreement shall be governed by and
construed in accordance with English law and the parties hereby
submit to the exclusive jurisdiction of the English Courts.
DATA PROTECTION
Both parties undertake to comply with
provisions of the Data Protection Act 1998 ("the Act")
in relation to the disclosure, use and storage of any personal information
as defined in the Act.
You agree that for the purposes described
above Your Data may be transferred to countries outside the EEA.
ACCEPTANCE OF TERMS
 By
clicking on the "Yes" button, you acknowledge that you
have read and accept the terms and conditions of this agreement
and are consenting to be bound by this agreement.
By clicking on the "No" button, you are indicating that
you do not agree to all of the terms of this agreement. The installation
process will not continue and you will not be able to use the Shared
SSL Service.
CONTACTS
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