Exportaid-Terms & Conditions of Business

Please read these Terms and Conditions carefully. They contain important information about your rights and obligations.

You may print out these Terms and Conditions by clicking on the print icon on your browser.

1 Introduction

1.1 Please read these Terms and Conditions carefully before using the web site operated by Exportaid, a business run by John Reed Export Consultant (“Exportaid”, “our”, “we”, or “us”) . By clicking on the ‘I Accept’ button at the end of these Terms and Conditions you agree to be legally bound by the Terms and Conditions which may be modified and posted on the web site from time to time.

1.2 Without prejudice to the above, by clicking on the button marked ‘I Accept’ at the end of these Terms and Conditions, you agree to be legally bound by these Terms and Conditions of use as they apply to your use of or access to www.exportaid.co.uk ("the Web Site").

2 Definitions

2.1 Unless expressly stated otherwise the following definitions shall apply to the terms used in this Agreement:

3 Equipment and software

3.1 The User must have the software necessary to enable access to the Internet through Exportaid’s server to use the Exportaid Products and Services.

3.2 The User will obtain and maintain at its own cost and shall be responsible for, to the exclusion of Exportaid, all software, telecommunications and other services, computers and any other hardware and any ancillary software required to enable the User to access the Exportaid Products and Services.

3.3 The User agrees to comply with all rules, regulations, terms and conditions and conduct policies of any telecommunications provider, systems, services or software provider required to facilitate access to the Exportaid Products and Services.

4 Access

4.1 Exportaid requires the User to register as a user with a specific password in order to use and view the Exportaid Products and Services. This applies to all services including the "Free Preview Reports".

4.2 Once a User is registered, Exportaid will provide access to the Exportaid Products and Services on the terms set out in this Agreement.

4.3 The User is responsible to keep confidential the user identification and password. If the User becomes aware of any unauthorised access the User agrees to immediately notify Exportaid.

4.4 The User shall be entirely responsible for all access to the Exportaid Products and Services where access is facilitated by the User’s identification and password whether such access is with or without the User’s consent.

4.5 Exportaid will not be liable under any circumstances for any unauthorised access whatsoever to the User’s information or material posted on the Internet.

4.6 Exportaid shall have the right in it's sole discretion to refuse to register the User or to terminate the User’s access for whatever reason.

5 Online Conduct and Content

5.1 The User agrees to comply and abide by the rules, regulations and Online Conduct Policy of Exportaid in relation to the Exportaid Products and Services as set out in this Clause 5. Such Online Conduct Policy may be updated from time to time by Exportaid and shall be enforceable on its posting to the Web Site or as otherwise expressly notified to the User.

5.2 The User agrees to use the Exportaid Products and Services at all times in accordance with the laws, rules, regulations and conduct policies of the country of Exportaid, the User or recipient and in accordance with international conventions, regulations, licences and codes of practice.

5.3 Exportaid will not be responsible or liable for the content of information transmitted by the User on the Exportaid Products and Services and is not responsible for the accuracy and/or functionality of such information. The parties acknowledge and agree that Exportaid shall be under no obligation whatsoever to monitor or review any content contained on the Exportaid server belonging to the User unless directed to do so pursuant to applicable law.

5.4 Exportaid reserves the right to inspect information provided by the User on any of the Exportaid Products and Services including content in the User’s files, e-mails, postings or website in order to ascertain compliance with the Agreement and may do so without prior permission or authority from the User.

5.5 If Exportaid, in its sole judgment, reasonably believes that the content in the User’s files, e-mails, postings or web site is or may be considered to be pornographic, defamatory, misleading, deceptive or otherwise infringes any third party rights or is in breach of any laws, regulations, international conventions, licences or policies, Exportaid without liability to the User may remove that content from the Exportaid’s server immediately.

5.6 Exportaid has no control over the content of material accessed through the Exportaid Products and Services. Exportaid will not be responsible or held liable in any way for any content, including its accuracy or quality, other than content authorised by the Exportaid and displayed on its own web site.

5.7 The User acknowledges that material accessed on the Internet may be offensive or may be unsuitable for minors. Exportaid has no control and accepts no responsibility or liability for information of this nature and the User will be solely responsible and accepts that it may be liable to prosecution if it downloads such material.

6 Availability

6.1 Exportaid will use its reasonable endeavours to provide the Exportaid Products and Services on a continuous basis subject to the terms of this Agreement:

6.1.1 the User acknowledges that the Internet or Exportaid’s systems, servers and equipment may from time to time be inoperative in full and in part as a consequence of but not limited to mechanical breakdown, maintenance, hardware or software upgrades, telecommunication connectivity problems or other factors beyond the control of Exportaid; and

6.1.2 Exportaid will not be liable for its failure or inability to provide continuous, error free, uninterrupted services under these or any other circumstances.

6.2 Where Exportaid’s Products and Services are inoperative, in full or in part, for reasons within Exportaid’s control Exportaid will use its reasonable endeavours to rectify faults or problems to restore the system to full operational capacity as soon as reasonably practicable.

7 Amendments to the Agreement

7.1 Exportaid reserves the right at any time to change the terms of this Agreement including but not limited to the features of the Exportaid Products and Services, the level Fees and the Online Conduct Policy.

7.2 Exportaid will notify the User of any changes made in accordance with clause 8.1 by sending a notification to the address specified for the User in the registration process.

7.3 If having received notification of the amendments the User continues to use the Exportaid Products and Services for 7 days after receipt of the notification the User shall be deemed to have accepted the revised Agreement.

8 Limitation of Liability

8.1 The User acknowledges that any information, software or other material available through the web site may contain Computer Viruses for which the Exportaid accepts no responsibility or liability whatsoever.

8.2 The User acknowledges that the Exportaid Products and Services are provided on an ‘as is’ and ‘as available’ basis. Exportaid gives no condition, warranty, undertaking or representation to the User, whether express or implied, in respect of the suitability, or fitness for purpose of the Exportaid Products and Services. This does not effect any statutory or other right available to the User.

8.3 Nothing in this Agreement excludes or limits the liability of Exportaid for death or personal injury caused by the Exportaid’s negligence or for fraudulent misrepresentation.

8.4 Subject to clauses 9.1, 9.2 and 9.3:

8.4.1 Exportaid’s total liability to the User in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the Fee actually paid by the User in the year in which liability arose; and

8.4.2 Exportaid shall not be liable to the User or any third party whether arising under this Agreement or in tort (including negligence or breach of statutory duty), misrepresentation or howsoever arising, for any Consequential Loss. ‘Consequential Loss’ shall for these purposes mean i) pure economic loss ii) loss of profits (whether categorised as direct or indirect) iii)losses arising from business interruption iv) loss of business revenue, goodwill, anticipated savings v) losses whether or not occurring in the normal course of business, wasted management or staff time vi) loss or corruption of data.

9 Term

9.1 This Agreement will commence on the date on which the Exportaid Products and Services are made available to the User being the day a user identification and password are issued to the User. (‘Commencement Date’).

9.2 The Agreement will continue in effect unless and until terminated under the provisions of this Agreement.

10 Charges and Payment

10.1 The User will pay Exportaid the Fee as specified in the Web Site, when purchasing Exportaid Products and Services. The Fee shall be payable at the time of order, by debit or credit card or by cheque payable to "Exportaid". The Fee will be validated by Exportaid as part of the acceptance procedure.

10.2 All Fees payable under this agreement shall be paid in full and not set off against any other fees payable by the User to Exportaid.

10.3 The parties agree that unless expressly stated in writing by Exportaid all fees, charges and payments due under this Agreement are exclusive of VAT where VAT is applicable to the User.

10.4 Where the User requires additional services from Exportaid, any additional charges will be agreed in writing in advance between the parties and invoiced separately from the Fee under this Agreement.

10.5 If the User fails to pay Fees due to Exportaid under this agreement within 14 days of the invoice ("the Due Date"), the User will pay, in addition to the arrears, interest at a rate of 3% over Barclays Bank base rate for each day after the Due Date until full payment is received by Exportaid.

10.6 If the User fails to pay any amount due to Exportaid under this Agreement within 7 days after the Due Date Exportaid may terminate this Agreement with immediate effect in addition to charging interest in accordance with clause 10.5 and suspend all further deliver of Exportaid Products and Services.

11 Delivery and Returns

11.1 Where payment for Exportaid Products and Services has been made in full, the Exportaid Products and Services will be delivered as soon as reasonably practicable, either electronically or by first class post.

11.2 All Fees posted on the Web Site are exclusive of delivery, packaging and insurance charges.

11.3 An approximate date will be given for delivery of the Exportaid Products and Services but all dates quoted for delivery are approximate only and Exportaid shall not be liable for delay in delivery howsoever caused.

11.4 If the User considers upon delivery that the Exportaid Products and Services are defective in quality or condition this must be notified to Exportaid at the date of delivery. If the User does not notify Exportaid in writing within 7 days of delivery of the Exportaid Products and Services, the User shall not be entitled to reject the Exportaid Products and Services and Exportaid shall have no liability for such defect.

11.5 Where such defect is notified to Exportaid in accordance with this Agreement, Exportaid shall be entitled to replace the Exportaid Products and Services (or part in question) free of charge, or at Exportaid's sole discretion, refund to the User the Fee paid (or a proportionate part of the Fee) but Exportaid shall have no further liability to the User.

12 Warranties

12.1 Each party warrants to the other that it:

12.1.1 has the authority to enter and to perform its obligations under this Agreement; and

12.1.2 has the ability to perform its obligations under this Agreement.

12.2 Exportaid warrants that:

12.2.1 it has obtained and will use its reasonable endeavours to obtain consents, licences, agreements and other permits necessary to provide the Exportaid Products and Services; and

12.2.2 will not knowingly infringe the Intellectual Property rights of any third party;

12.2.3 to comply with its obligations under the Data Protection Act 1998.

12.3 The User warrants to Exportaid that:

12.3.1 At the time of entering into this Agreement it is not relying on any representation made by Exportaid which has not been expressly set out in this Agreement;

12.3.2 It shall install Computer Virus protection software of not less than industry standard, and take all other reasonable steps from time to time during the duration of this Agreement to ensure that any software used in connection with Exportaid Products and Services, and any material or data provided to Exportaid will be free from any Computer Virus and will not damage or corrupt any other data or system; and

12.4 Exportaid shall not be liable for defects resulting from improper use of the Exportaid Products and Services by the User or by another third party.

13 User’s Undertakings

13.1 The User undertakes:

13.1.1 Not to send or download any information or otherwise use the Exportaid Products and Services which under laws, regulations or policies of the country of the Exportaid, the User or the recipient or under international conventions, codes, regulations or licences would be prohibited;

13.1.2 Not to create or introduce into the Exportaid Products and Services any Computer Virus or incite another to do so;

13.1.3 To use a current Computer Virus scanning program on all material downloaded from the Exportaid Products and Services;

13.1.4 Not to engage in unauthorised Spamming or otherwise distribute material without the receiver’s consent or in accordance with applicable law;

13.1.5 To maintain the confidentiality of access names and passwords provided by Exportaid to the User;

13.1.6 To protect and keep confidential all Exportaid works, items, materials, software and information disclosed to the User and shall make no attempt to copy, alter or interfere with it in any way or incite another to do so.

14 Indemnity

14.1 The User agrees to indemnify and undertakes to keep indemnified Exportaid, its officers, servants and agents against any costs or expenses (including the cost of any settlement) arising out of any claim, action, proceeding or demand that may be brought, made or prosecuted against Exportaid arising out of or as a consequence of an unlawful or negligent act or omission or an infringement of any third party rights which arise out of or are connected in any way with this Agreement.

14.2 The indemnity extends to and includes all costs, damages and expenses reasonably incurred by Exportaid in defending any such action, proceeding claim or demands.

15 Intellectual Property

15.1 The User agrees that any works, items, materials, software or information produced or developed by Exportaid or under Exportaid’s direction pursuant to or in the course of providing the Exportaid Products and Services shall remain the property of Exportaid including but not limited to all Intellectual Property rights and that this Agreement does not have the effect of transferring ownership of such rights in any circumstances.

15.2 Exportaid grants to the User a non-exclusive, royalty free, non-transferable licence to such works, items, materials, software and information referred to in clause 15.1. The licence is granted solely for the purpose of enabling the User to use the Exportaid Products and Services and only to the extent and for a period necessary to enable the User to use the Exportaid Products and Services. Nothing contained on the Web Site and within the Exportaid Products and Services shall be reproduced for commercial reasons without the written consent of Exportaid.

15.3 The User may make only so many copies of the Exportaid Products and Services documentation as are reasonably necessary for operational security and use. The User shall ensure that all such copies bear Exportaid’s proprietary notice.

15.4 The User undertakes not to translate, adapt, vary, modify, disassemble, decompile or reverse engineer the Exportaid Products or Services.

16 Termination

16.1 Exportaid may terminate this Agreement immediately if:

16.1.1 The User fails to perform any of the obligations required of it under this Agreement or fails to observe any of the obligations under the Agreement; and

16.1.2 Such failure is not remedied by the User within 14 days after receipt by it of a notice requiring the default to be remedied.

16.2 The User may terminate the Agreement by discontinuing use of the Exportaid Products and Services.

16.3 Where either party terminates this Agreement Exportaid will retain all payments made by the User under the Agreement and the User acknowledges that no refunds will be made under any circumstances.

16.4 On termination of the Agreement Exportaid may immediately deny the User access to the Exportaid Products and Services.

17 Force Majeure

17.1 Force Majeure means anything outside the reasonable control of a party (other than in respect of payment obligations), including but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, labour dispute, labour shortage, ceases to be entitled to access the Internet for whatever reason, server crashes, deletion, corruption, loss or removal of data, transportation charges, deletion, corruption, loss or removal of data, transportation embargo, failure or delay in transportation, including without limitation where a party ceases to be entitled to access the Internet or ceases to access to have access to the Internet for whatever reason, by act or omission (including laws, regulations, disapproval’s or failure to approve) of any government or government agency.

17.2 If a party is wholly or partially precluded from complying with its obligations under this Agreement by Force Majeure, then that party’s obligation to perform in accordance with this Agreement will be suspended for the duration of the Force Majeure.

18 Law

18.1 This Agreement is governed by the laws of England and the parties shall submit to the exclusive jurisdiction of the English Courts