1. DEFINITIONS AND INTERPRETATION
1.1 In these Conditions the following words and expressions shall (unless the context shall otherwise require) bear the following meanings:
- 'us' and 'we'
Mezzino Limited (registered number: 07311027) whose registered office is at The Coach House, Hexgreave Hall, Upper Hexgreave, Farnsfield, Nottinghamshire NG22 8LS (and 'our' shall be construed accordingly);
all information images and graphics displayed on the Website (including the Extranet) by us;
our extranet facility forming part of the Website enabling a Client to access information regarding any professional services we may provide;
all individuals, partnerships, companies or other entities who have entered into a Service Agreement and are granted access to the Extranet;
- 'Terms and Conditions;
Please contact the development reception and speak to the management staff to receive a full explanation of the Terms and Conditions that apply;
these terms and conditions;
- 'Service Agreement'
an agreement between a Client and us for the provision of professional services by us to the Client;
all individuals, partnerships, companies or other entities (including Clients) which access the Website for any reason (and 'your' shall be construed accordingly);
- 'Web Link'
a hypertext link from www.mezzino.co.uk to a third party website; and
the website incorporating the Extranet located at the domain name known as 'www.mezzino.co.uk' which we own and/or operate or any alternative website that we own and may operate from time to time.
1.2 For the purposes of these Conditions, any reference to 'us' or 'we' shall include all our subsidiary, holding, group or associated companies.
1.3 These Conditions do not create any right enforceable by a person not a party to them under the Contracts (Rights of Third Parties) Act 1999.
1.4 The headings in these Conditions are inserted only for convenience and shall not affect its construction.
1.5 Where appropriate words denoting a singular number only shall include the plural and vice versa and references to the masculine gender shall include the feminine and neuter genders and vice versa.
1.6 Reference to any statute or statutory provision includes a reference to the statute or statutory provision as from time to time amended, extended or re enacted.
2.1 - This page states the terms and conditions under which you may use the Website. You must read this page carefully. In the event that you do not accept any of the Conditions, you should immediately cease any further use of the Website.
2.2 - You indicate your acceptance of the Conditions and are deemed to be bound by the Conditions by your use of the Website and in doing so are also deemed to accept and be bound by any additional terms and conditions which expressly apply to any products, services and/or information provided by third parties which are displayed within the Website.
2.3 - Certain areas of the Website are available only to those of you who are Clients. These Conditions however apply at all times to any use by you of any part of the Website.
2.4 - We may revise the Conditions at any time by updating this posting. You should visit this page periodically to review the Conditions as any revision of the Conditions shall be binding upon you if you continue to use the Website after the making of such revision. Where you are a Client and we have a valid current email address for you we will email you any material revision(s) that we make to the Conditions from time to time.
2.5 - By continuing to use the Website following any revision(s) of the Conditions you signify that you agree to be bound by the Conditions as revised.
3. PROHIBITED USES
3.1 - We prohibit any use of the Website, and you agree not to use the Website, for any of the following activities:
- 3.1.1 - posting, uploading or emailing any incomplete, misleading or false information or information which you know or ought to have known is inaccurate;
- 3.1.2 - deleting or revising any information posted, uploaded or emailed by any other person or entity;
- 3.1.3 - copying or adapting any computer code in the Website that we create to generate its pages;
- 3.1.4 - posting, uploading or emailing material that infringes the intellectual property rights of any third party whether such third party is attached to a Web Link or not;
- 3.1.5 - posting, uploading or emailing any information which is indecent, obscene, blasphemous, defamatory or in any other way unlawful or offensive;
- 3.1.6 - posting, uploading or emailing information that contains viruses or programs that may destabilize the operation of the Website;
- 3.1.7 - impersonate any person or entity;
- 3.1.8 - disguising the authorship or origin of any material you post on, upload from or email to the Website; and
- 3.1.9 - collecting or storing personal data about other users.
4.1 - We have developed the Extranet to allow Clients to view, print, download and upload documents and information regarding progress in relation to their Services Agreement and for no other purpose. As such the contents of the Extranet are intended solely for those who have entered into a Services Agreement with us. You may not copy, display, download, transmit or distribute any Information from the Website, except for the purposes envisaged by such Services Agreement.
4.2 - The materials contained on the Extranet are intended to be used as an information resource only. You should satisfy yourself as to the accuracy and the suitability and appropriateness for your purposes(s) of any information obtained through the Extranet before using it or placing any reliance thereon.
4.3 - We shall use our reasonable endeavours to ensure continued availability of the Extranet but do not accept any liability arising from any errors, omissions, interruptions or delays howsoever caused in relation to the Extranet nor shall have any ongoing obligation to operate the Extranet.
4.4 - We in our absolute discretion may vary the specification of the Extranet at any time without notice to you.
5. ACCESS TO THE SERVICE
5.1 - We invite Clients to register to the Extranet. Following registration you will receive a user name and password.
5.2 - A user name and password will be given to a Client when the Client has provided all such information as we may reasonably require to complete the registration process.
5.3 - Clients shall ensure that their details and any information they display on the Website are complete, true, accurate and up-to-date and not in any way misleading.
6.1 - The Extranet username and password is secret and personal to the Client and must not be disclosed to any third party in any circumstances. The Client must take all precautions to prevent it being used by anyone else, including (but not limited to):
- 6.1.1 - not writing down the password in any manner that makes it easily accessible to someone else to make use of;
- 6.1.2 - not telling anyone else the password; and
- 6.1.3 - writing to us immediately if the Client knows that anyone else knows the password so we can issue a new password, or changing the password through the Website yourself. Contact us
6.2 - If the Client does disclose or share its user name or password with another person or allows another person to use the Extranet on its behalf, it agrees to indemnify us and keep us indemnified for any losses or damages we incur as a result. If we reasonably believe that any Client user name or password is being used in any way that contravenes this Condition 6 we reserve the right to cancel that Client's Extranet access rights, immediately without notice or liability, and to block access to all users from that Client's address.
7. AVAILABILITY OF THE WEBSITE
7.1 - We shall use our reasonable endeavours to ensure continuous accessibility of the Website, but we do not accept any liability arising from any errors, omissions, interruptions or delays howsoever caused nor shall we have any ongoing obligation to operate the Website.
7.2 - We in our absolute discretion may vary the specification of the Website at any time without notice to you.
8. LINKS & THIRD PARTY CONTENT
8.1 - The Website contains Web Links which are provided to assist you and not as an endorsement by us of the contents of such third party websites.
8.2 - We do not: (i) accept any liability in respect of the content of these third party websites which are linked to the Website; (ii) make any representations or warranties regarding the content or accuracy of any information or materials on such third party websites; or (iii) authorise any act which may be in breach of copyright or any other third party rights which are protected in law or by international treaties worldwide.
8.3 - You choose to access such third party websites which are linked to the Website at your own risk.
9. MATERIALS SUBMITTED TO US
9.1 - The Extranet may contain material submitted by you. We do not accept any responsibility for the content or accuracy of such material. Where the material is based on or contains extracts owned by third parties we do not make any representation or warranty that the material is provided without infringing the rights of the third parties.
9.2 - We reserve the right to remove all and any material which we deem in our absolute discretion, inappropriate, including without limitation, material of a pornographic, defamatory, illegal or otherwise offensive in nature. No such material may be saved, printed, copied or otherwise uploaded to or downloaded from the Website. You agree to indemnify us against any liability arising from the uploading and inclusion by you of any material prohibited by this Condition
9.3 - You agree that you will not upload files that contain software or other materials protected by intellectual property laws unless you own or control all the rights thereto or have received all necessary consents.
9.4 - You agree that you will not use the Website to stalk, harass, threaten or otherwise violate the rights of others.
10.1 - We make no representations or warranties of any kind with respect to the Website or the Information. We disclaim all such representations and warranties to the fullest extent permitted by law. In addition, we make no representations or warranties about the accuracy or the completeness or suitability for any purpose of the Information and related graphics published in the Website. The Information may contain technical inaccuracies or typographical errors. We expressly exclude all liability howsoever arising from any such inaccuracies or errors to the fullest extent permitted by law. You must satisfy yourself that any information obtained from the Website is correct, accurate and suitable for your purposes.
10.2 - Without prejudice to the generality of Condition 10.1 we do not represent or warrant that:
- 10.2.1 - the Extranet will meet your requirements or meet your expectations;
- 10.2.2 - the operation of the Extranet will be uninterrupted, timely, secure or error free;
- 10.2.3 - the results that may be obtained from the use of the Extranet will be accurate or reliable; or
- 10.2.4 - the contents of the Extranet are free from infections or viruses or anything else which may have contaminative or destructive properties.
10.3 - We do not accept liability (to the fullest extent permitted by law) for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, contracts, anticipated savings, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages) or damages for anything resulting from the use or inability to use the Extranet or any of the Information.
10.4 - Where you have entered into a Service Agreement with us clauses 10.1 and 10.3 shall be varied to the extent such Service Agreement expressly provides to the contrary.
10.5 - You must notify us immediately if anyone makes or threatens to make a claim against you resulting directly or indirectly from your use of the Website.
10.6 - You agree that given the nature of the Website and Extranet, the exclusions and limitations of our liability are reasonable.
11. PROTECTION OF INTELLECTUAL PROPERTY RIGHTS
11.1 - We are the proprietor of the domain name known as "www.mezzino.co.uk" and the copyright in the Website.
11.2 - All intellectual property rights in the design, text, graphics and other material on the Website and the selection or arrangement thereof are ours or those of our licensors. You must retain all copyright, trademark and other proprietary notices contained in the original Information on any copy made by you of the Information.
11.3 - All other trade marks, brand names, product names and titles and copyrights and other associated intellectual property rights used in the Website are owned by their respective third party holders and we do not give you permission (whether express or implied) to use such intellectual property rights and such use may constitute an infringement of the holder's rights.
11.4 - The Client is permitted to view, print, download and upload documents and information from and to the Extranet solely for the purpose envisaged by its Services Agreement. Any material so downloaded must be stored on the Client's computer, for such use, subject to compliance with the remainder of these Conditions.
11.5 - No part of the content of the Extranet may be reproduced or transmitted to or stored on any other website nor may any of the pages or part so be disseminated in any electrical or non electrical form (except as set out above), nor be included in any public electronic system without prior permission from us. Copying or reproducing software to any server or location is expressly prohibited.
11.6 - You hereby grant to us for the purposes envisaged by the Service Agreement a non-exclusive royalty free licence to use, modify, adapt, publish, translate, create derivative works from, distribute, copy and host on the Website any material you supply or upload to the Extranet.
12.1 - You agree to indemnify and keep us and our subsidiaries, employees, officers, agents or partners harmless from and against any direct or indirect loss or damage (including any loss of profits, goodwill or business opportunities or any consequential losses) arising from any third party claim in relation to any material you upload, post or e-mail on or through the Website, your use of the Website or your breach of any of these Conditions.
13.1 - We reserve the right, at our sole discretion, to issue you with a warning, temporarily or indefinitely suspend a Client's password and/or immediately terminate registration and/or any other service or facility provided to you by us through the Website, upon any breach by you of these Conditions or if we are unable (for any reason) to verify or authenticate any information submitted by you to the Website in connection with registration or otherwise.
14. DATA PROTECTION
14.1 - For the purposes of data protection legislation within the United Kingdom you hereby consent to the processing of "personal data" by us (as defined by the Data Protection Act 1998) by submission of your personal information by email or otherwise to the Website and we agree that we will treat the personal data as confidential.
15. FORCE MAJEURE
15.1 - We will not be in breach of these Conditions or otherwise liable for any delay in performance to the extent that any delay or failure is due to circumstances beyond our reasonable control and including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, flood, fire, explosion, accident, virus and denial of service attacks.
16.1 - If any part of these Conditions is unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other parts of these Conditions will not be affected.
17. ENTIRE AGREEMENT
17.1 - These Conditions together with any document expressly referred to within these provisions, contain the entire agreement between you and us relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings, or proposals, written or oral between us in relation to such matter or any representations or statements made to you by us or by any person, including (without limitation) any of our employees or agents. We shall have no liability for any such representations or statements, save where such representations or statements amount to fraud or fraudulent misrepresentation (for which we do not in any way seek to exclude or limit our liability).
18. CHOICE OF LAW AND JURISDICTION
18.1 - The provisions in these Conditions (and any dispute, controversy, proceedings or claim of whatever nature in relation to them) shall be governed and interpreted in accordance with English Law and the parties submit themselves to the exclusive jurisdiction of the English courts.
Code of conduct
This is the Code of Conduct referred to in the Mezzino Limited Website Development and Hosting Terms and Conditions. This Code of Conduct defines the actions relating to the content and operation of your website which we consider to be inappropriate and therefore prohibited. Actions, which we consider inappropriate, include, but are not limited to, the following:
1. Using the service:
1.1 - in a tortious or unlawful manner, including the posting of libellous, defamatory, scandalous, threatening, harassing or private information without the permission of the person(s) involved, or posting content that is likely to cause emotional distress;
1.2 - to sell any products or services that are unlawful in the location at which the content is posted or received;
1.3 - in attempts to gain unauthorised access, such as attempts to circumvent the use of security of any host, network, or account. This includes accessing data not intended for the client, logging on to a server or account the client is not expressly authorised to access or probing the security of other networks;
1.4 - in attempts to interfere with service to any user, host, or network. This includes denial of service attacks, flooding of networks, deliberate attempts to overload a service or attempts to crash a host;
1.5 - to post any content or material that:
- 1.5.1 - is obscene, violent, harassing or otherwise objectionable;
- 1.5.2 - advocates, promotes or otherwise encourages violence against any governments, organisations, groups or individuals or which provides instruction, information or assistance in causing or carrying out such violence;
- 1.5.3 - holds us, our employees or shareholders up to public scorn or ridicule; or
- 1.5.4 - violates any copyrights, patents, trademarks, service marks, trade names, trade secrets or other intellectual property rights of others;
1.6 - in promoting, marketing or otherwise directing traffic (directly or indirectly) to a website hosted by us (including but not limited to your own website) through the use of unsolicited commercial email or spam;
1.7 - and failing to obtain all required permissions to receive, upload, download, display, distribute, or execute programs or perform other works protected by intellectual property laws including copyright and patent laws; and
1.8 - introducing viruses, worms, harmful code and/or trojan horses on the internet.
The following additional prohibitions apply if we are providing hosting services:
1. Using the hosting services to:
1.1 - send unsolicited messages to:
- 1.1.1 - any recipient who has requested that you do not send any messages to them; and
- 1.1.2 - many recipients at one time ('Spam');
1.2 - send a message whose subject or content is considered unrelated to the subject matter of the news group in which it is posted;
1.3 - send messages which harass, whether through language, frequency or size of messages;
1.4 - send messages in which the subject or identification of the sender is deceptive or misleading;
1.5 - attempt to evade local or remote spamming filters; and
1.6 - cancel or supersede postings other than your own, with the exception of official news group moderators performing their duties.
Compliance with this Code of Conduct is a contractual requirement. We will investigate incidents involving a breach of this Code of Conduct and your services may be restricted, suspended or terminated. Where appropriate we will, co-operate with law enforcement agencies if a breach of criminal law is suspected. We may change this Code of Conduct whenever we deem it necessary to include changes in the law or in the acceptable practice of Internet use. If we change this Code of Conduct we will post the changes on this page. Any changes will be effective immediately when such changes have been made. It is your responsibility to ensure that you are fully aware of these changes.