Terms and Conditions

Sitemorse 508 LIMITED ("SM508") a UK registered company, registration number 10292829, registered office being Verify House, Grange Road, Alcester, Warwickshire. B50 4EY

Use of the site (and any Services supplied directly by it) is subject to the terms of this Agreement ("Agreement"). It is a document setting forth the rights and obligations between a Site Visitor, a Customer and SM508. Customer is not eligible to receive the Service(s) until the Customer has accepted this Agreement. Please read this Agreement carefully.

  1. 1. Interpretation

    In these Conditions unless the context otherwise permits:

    1. 1. "Authorised Representative" means a person whose job title is that of Director or Managing Director or a person who holds the office of director.

    2. 2. "Customer" means the person, firm, company, entity or organization with whom SM508 contracts for the sale of Products and/or supply of Services.

    3. 3. "the Conditions/these Conditions" means the standard terms and conditions of sale set out in this document or such replacement standard terms and conditions notified to Customer as in force at the date of the Contract and which at that date appear on SM508 web site at 508.sitemorse.com/terms.

    4. 4. "the Contract" means any contract for the purchase and sale or other supply of Products and/or the supply of Services by SM508 to a Customer.

    5. 5. "Electronic Means" means any electronic means including without limit on the Web, by EDI or XML.

    6. 6. "Service(s)" means (collectively) all services, programs, information and products that the Customer uses or otherwise accesses from time to time provided by SM508 through its and / or its partners website(s).

    7. 7. "Quotation" means the quotation for Services that SM508 provides to the Customer, in writing or electronically, which specifies the price to be paid for those services.

    8. 8. "Card" means the use of any credit, debit or payment type card used online for the purchase of products or services.

    9. 9. The headings in these Conditions are for convenience only and shall not affect their interpretation.

    10. 10. SM508 reserves the right to apply supplemental or other terms for Services to be supplied by SM508 or used by the Customer outside the UK mainland.

  2. 2. Basis of the Sale

    1. 1. All Contracts between SM508 and a Customer shall be governed by these Conditions (and, where applicable, any other terms and conditions pursuant to Clause 1.3) to the exclusion of any other terms and conditions not accepted in writing by an Authorised Representative of SM508, including without limit any terms on or referred to in any Customer purchase order. In the case of orders placed by Electronic Means which refer to any terms and conditions of the Customer SM508 automatic taking on to its system of such order shall amount to a rejection of the Customer's terms and conditions and an offer to supply the Products ordered on the basis of these Conditions. No variation to these Conditions shall be binding unless agreed by letter and signed by an Authorised Representative of SM508. It is the Customer's responsibility to be aware of the Conditions as current from time to time but SM508 will use best efforts to notify the Customer of any material changes to the Conditions before they become applicable. The Customer's acceptance of these Conditions shall also be made (in respect of the first Contract and all subsequent Contracts) either by (1) Customer providing a purchase order to SM508 or (2) Customer accepting Products or Services from SM508 (accepting defined as accessing the service), (3) placing of order and confirming acceptance with order by means of 'card' payment, whichever occurs first.

    2. 2. No employee or agent of SM508 other than an Authorised Representative has any authority to make any representation at all concerning Products or Services and an Authorised Representative has no authority to make such representation other than by letter (an "authorised representation") and accordingly the Customer agrees that in entering into any Contract it does not rely on any unauthorised representation and the Customer agrees it shall have no remedy in respect of any unauthorised representation (unless made fraudulently).

  3. 3. Customer Identification

    1. 1. In placing an order including by Electronic Means (including card, where an account has been or the customer have elected to create an account, the Customer may utilise one or a combination of account names, account numbers and other forms of identification, including password or other code issued to the Customer (together and individually "Customer's Identification" or "Customer Identification").

    2. 2. It is the Customer's responsibility to keep the Customer's Identification confidential. Customer has the sole responsibility for its Customer Identification. Customer shall immediately inform SM508 in case of loss of password or in case of any abuse or attempted abuse of Customer password or other Customer Identification. Customer agrees that the Customer is entirely responsible for use of the Customer's Identification and that it is the Customer's responsibility to have in place security measures and procedures to ensure use of its Customer Identification only by authorised personnel for authorised purposes.

    3. 3. Customer agrees that SM508 is entitled to rely absolutely on any orders placed on SM508 which have utilised Customer's Identification and to deliver as directed by such orders and to invoice and be paid in respect of such orders, by card at the point of service delivery or against invoice terms.

    4. 4. Customer agrees that any order placed on https://508.sitemorse.com including by Electronic Means mentioning or utilising Customer's Identification is a valid and binding purchase order and shall be deemed to be a duly authorised act of the Customer.

    5. 5. Customer acknowledges that SM508 cannot guarantee the security of the Internet and the possibility of interception or corruption of data transmitted from Customer to SM508 using correct Customer Identification, and that SM508 is nonetheless entitled to rely on data transmitted in the form it is received at SM508 .com.

    6. 6. When Customer obtained Customer Identification from SM508, it was represented to SM508 that it was obtained by a legitimate employee or representative of the Customer that deals with SM508. Customer represents and warrants that the information it provided to SM508 in obtaining the Customer Identification is accurate and complete. Customer also agrees to notify SM508 immediately at any time that information ceases to be accurate and complete.

    7. 7. Customer expressly agrees to terms of data usage (section 7)

  4. 4. Contract term and renewal

    Where the service has applicability to and becomes a subscription to services, unless otherwise specified in the Quotation (and / or service schedule):

    1. 1. The period of any Contract for ongoing Services shall be a minimum of 12 months (term being specified within service schedule).

    2. 2. The Contract period shall automatically renew for another 12-month fixed period unless notice is given by the Customer to SM508 in writing not less than 90 days before the end of any fixed period.

    3. 3. SM508 may increase the price charged for each successive fixed period by up to 8% above the price charged for the previous period.

    4. 4. Customer agrees that any order placed on https://508.sitemorse.com including by Electronic Means mentioning or utilising Customer's Identification is a valid and binding purchase order and shall be deemed to be a duly authorised act of the Customer.

  5. 5. Proprietary Rights of SM508

    1. 1. Customer acknowledges and agrees that SM508 exclusively owns or has been licensed by third parties to use all rights, title and interest in the Service and the information, data, databases, images, sound recordings, audio and visual clips and other content provided by SM508 through the Service (individually and collectively, the "content").

    2. 2. Nothing contained in this Agreement conveys to the Customer any right, title or interest in or to the Service or any content. Customer shall not remove or modify any copyright or other notice placed on content. Internal distribution of content should be limited to those within Customer organization who are aware of the obligations imposed by this Agreement.

    3. 3. Customer shall use the Service and content solely for customers own internal use, and not for the benefit of any third party. In no event shall the Customer display, circulate, publish, retransmit, redistribute, reproduce or sell all or any part of content outside of the Customer's business organization by any means or medium now or hereafter created). Customer is not authorised to alter, cover, or remove any reference to such intellectual property rights and shall adhere to any guidelines and restrictions provided by SM508 with respect to such rights.

    4. 4. Customer shall not resell, offer for sale any, in part or its entirely any findings, results or discovered data, unless expressly agreed in a separate agreement to do so.

    5. 5. SM508 shall have no duty to defend, indemnify or hold Customer harmless from and against any or all claims brought against the Customer or damages and costs incurred by the Customer arising from the infringement of a third party's intellectual property rights, except to the extent SM508 's supplier is offering such defence or indemnification to SM508 on a pass-through basis. Upon threat of claim or claim of infringement, SM508 may, at its option:

      1. 1. procure the right to continue using any part of the Service,

      2. 2. replace the infringing Service with a non-infringing Service of similar specification, or

      3. 3. refund to the Customer the price paid in advance by the Customer for the infringing Service. Notwithstanding any other terms or conditions to the contrary SM508 's liability for infringement of intellectual property rights under these Conditions shall not exceed the Customer's payment for the infringing Service.

  6. 6. Important Disclaimers regarding content and use restrictions

    1. 1. Global Use

      SM508 makes no representations that content is appropriate for use in all locations, or that transactions, products, instruments or Services discussed are available or appropriate for sale or use in all jurisdictions, or by all investors or counterparties.

    2. 2. Linked Sites

      Certain links are provided which may lead to web sites maintained by third parties over whom SM508 has no control (including, but not limited to our contracted service provider, that of SMUKSL), including sites maintained by SM508 affiliates. To the extent permitted, SM508 takes no responsibility for the accuracy, content or any aspect of that material and disclaim any liability to Customer for such material or for any consequence of customer decision to use the links provided or customer use of such material. SM508 also disclaims all liability and makes no representations or warranties for any products or Services sold or provided to the Customer by any third party, including SM508 affiliates. Customer purchase of products or Services through one of those other sites is subject to agreements and/or the terms and conditions in effect between the Customer and the providers of products and Services at those other sites. Customer agrees that the Customer shall not bring a suit or claim against SM508 arising from or based on Customer purchase or use of products or Services through those other sites.

    3. 3. Delayed Information

      Customer acknowledges that some content available through the Service which appears to be in "real time" may in fact be delayed information.

    4. 4. No Warranty

      Customer acknowledges that the content provided through the Service is not intended to be a recommendation, offer or solicitation of any particular products or services. In addition, the content provided represents the views and opinions solely of the author or the indicated source. SM508 does not independently verify the accuracy or completeness of the content, nor does SM508 endorse any particular content or views expressed therein. SM508 takes no responsibility for the accuracy, content or any aspect of the content and disclaim any liability to the Customer for the content or for any consequence of the Customer decision to use the content. Customer agrees that the Customer shall independently confirm any information presented to the Customer through the Service before relying on such information. SM508 and its employees, contractors, agents and various contributors to the Service have no duty to correct or update any inaccurate or out of date content.

    5. 5. Downloaded content

      It is up to the Customer to take precautions to ensure that information and content the Customer download or otherwise selects for customer use is free of viruses and other destructive items.

    6. 6. Customer content

      The Customer acknowledges that, in order to provide Services to them, SM508 will need to access and store data from their website(s) and/or social media presences, and the Customer gives explicit permission for this to be done for the purpose of providing the Services.

    7. 7. Changes

      SM508 may make changes to the Service and content. SM508 reserves the right to do so without prior notice to the Customer. In the event of any material change to the Service and/or content that is to the disadvantage of the Customer, the Customer has the right to terminate without penalty during the first thirty days.

    8. 8. Compliance

      We offer automated audits – 100% pass is not 100% compliance, please consider the importance of manual testing.

    9. 9. Guarantee

      For up to 7 days, if you are not happy with the service we provide you can have a full refund (limitation of one refund every 6 months applies).

      Your refund available on request. Requests made by and only accepted by email. Email refund@508.sitemorse.com quoting your invoice number (reasoning for the refund being optional).

      Refunds are provided within two working days but can take up 12 days for card provider to process the refund.

    10. 10. Pages

      The number of pages you wish to audit is selected by mean of the slider device on the appropriate page of the website. Pages are counted, 'down' the site by click depth from your home page. If we find fewer pages than originally selected on audit ordering, and there was a cheaper 'page break' option, charge will be for the lower priced number of pages.

    11. 11. PDF Documents

      The system analysis PDFs and will scan them at the point of change - once updated they are re-scanned. PDFs found during the audit will not be re-audited unless a change has been detected. Detection is limited to the details of the file, its size, its name; only a variation found in these will initiate a re-audit of the document.

    12. 12. "FREE" usage

      Free audits are limited and subject to a fair usage policy. We reserve the right to remove this at any time, or limit this by site or individual email address.

    13. 13. Point in time

      Site audits are completed 'at a point in time' i.e. they run following a purchase and results are therefore historic findings of what was delivered by the requested web infrastructure. We report only what was found, based on what has been served - if for instance a section is not available due to a broken link there will be no results.

      Findings are reported as they are at the point in time, no liability is accepted against any actions taken by the user following results, any action decided on following the review of the results are solely at, and the responsibility of the service user.

    14. 14. Unlimited

      The unlimited pages option is based on an unlimited number of pages being assessed within our 8-hour scan limit. The constraint here is the performance of the site being audited. As a gauge (as to depth of scan, number of pages audited) a well performing website (sub 4ms response) we would estimate being able to audit circa 47,350 pages.

    15. 15. Results availability

      The service is delivered via the internet, and as such it is impossible to guarantee available at all times. All reasonable efforts are made to ensure the operation and availability of services. Customer should take this into account when using the service and make use of the results download where results availably is essential to business operations.

      Results are available for a not less than 90 days following purchase.

    16. 16. Multiple Sites Service

      The purchase of and use of this service by the customer is limited and solely for the purpose of auditing websites that are 100% owned by, under the direct management and / or are the sole responsibility of the customer and / or those licensed for the sole use of the purchasing organization.

      The customer agrees that any website that is found to be using the service that is integrated with, is otherwise connected to or having a relation to any other party will be subject to payment for its auditing. The customer agrees to be responsible for the payment for the additional and excluded site usage, the fee payable based on the price for such audit at the point of audit.

  7. 7. Data Protection, your privacy

    1. 1. Cookies

      To be able to use the service, cookies need to be enabled. We use cookies to record your session, location and activity while on the site, where the detail recorded being stored by means of cookie this data can be used to offer services we feel would be of use to you. The detail as to cookies in use are available on request. Please email dp@508.sitemorse.com

    2. 2. Data entered "forms"

      We collect specific details about you when you make a purchase (including, but not limited to; email, telephone number and location), your website and details payment method "card".

      Data if also entered by you to make contact with us via the various "web forms" contained within the site.

      By entering your details you are providing your consent to the use of this data. If at any time you would like us to remove the details we hold please email dp@508.sitemorse.com ahead of completing any action. We will request specific and personal details from you to ensure, and validate your identification.

    3. 3. Data sharing

      As the service is provided by a 3rd party "SMUKSL" we as part of validation of your payment and as part of service provision share certain data with "SMUKSL". Accessibility auditing forms a component part of the service offered by SMUKSL they may in the future offered you additional components, those making up their full service.

  8. 8. Limitation of Liability

    1. 1. SM508 shall not be liable to the Customer for any economic or financial loss or damage (including without limit any loss of profits, loss of revenue, liabilities incurred by the Customer to third parties relating to Products delivered or Services rendered by SM508, or additional expenses incurred or the cost of time spent) or any consequential, indirect, or special loss or damage costs expenses or other claims for consequential compensation whatsoever (including without limit loss of or damage to data or loss of goodwill) incurred or suffered by the Customer and in every case howsoever caused or arising (and whether caused by the negligence of SM508 its employees or agents or otherwise).

    2. 2. SM508 's liability for direct loss or damage arising from damage to tangible property for which SM508 is liable shall be limited to the VAT exclusive price of the relevant Service in connection with which any claim for damage or loss is made.

    3. 3. Because some states or jurisdictions do not allow the exclusion or limitation of liability for certain damages, in such states or jurisdictions, the liability of SM508, its partners, employees, agents, contractors or other suppliers shall be limited in accordance with this Agreement to the extent permitted by law.

    4. 4. Nothing in these Conditions shall in any way exclude or limit any liability SM508 may have for death or personal injury caused by its negligence.

    5. 5. If provision of the service, and/or its availability or such that the service is impeded by the lack of availability of the client’s website, SM508 do not accept and are not liable for delivery of the service until the client’s website is fully available, also see above 6.13

    6. 6. SM508 does not represent, warrant or guarantee that the Service or content will be free from errors or will be available at all times. Customer understands that SM508 accepts no responsibility for security of information on the Internet.

    7. 7. SM508 shall not be liable to the Customer or be deemed to be in breach of any Contract by reason of any delay in performing or any failure to perform any of SM508's obligation in relation to the Services if the delay or failure was due to any cause beyond SM508's reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond SM508's reasonable control:

      1. 1. Act of God, explosion, flood, tempest, fire or accident;

      2. 2. Act of terrorism, war or threat of war, sabotage, insurrection, civil disturbance or requisition;

      3. 3. Acts restrictions regulations bye-laws prohibitions or measures of any kind on the part of any governmental or parliamentary or local authority;

      4. 4. Import or export regulations or embargoes;

      5. 5. Strikes, lock outs or other industrial actions or trade disputes (whether involving employees of SM508 or a third party);

      6. 6. Difficulties of SM508's supplier in obtaining raw materials labour fuel parts or machinery.

  9. 9. General

    In these Conditions unless the context otherwise permits:

    1. 1. This Agreement does not confer any rights, remedies or benefits upon any person other than the Customer and SM508. This Agreement may only be amended by a written or electronic form duly accepted and agreed to by SM508 and the Customer and such amendment shall refer to this Agreement. Customer may not assign this Agreement without the prior written consent of SM508. SM508 may reassign this Agreement to a third party without notice, however if it does so it guarantees that the third party will meet SM508's obligations under this Agreement. This Agreement shall be binding on and inure to the benefit of the parties and their respective successors, assigns and termination shall not prejudice the accrued or continuing rights and liabilities of either party. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a proper legal authority, the validity and enforceability of the other provisions shall not be affected.

    2. 2. Customer represents and warrants to SM508 that the information the Customer provided to SM508 in the registration process and in other areas of the Service is true, accurate and complete. Upon request by SM508, the Customer hereby agrees to defend, indemnify and hold harmless SM508, its officers, directors, employees, agents, contractors or other suppliers from all liabilities, claims and expenses, including legal fees that arise from a breach of this Agreement for which the Customer is responsible, or from the use of the Service or content. SM508 reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification arising out of or caused in whole or in part by the Customer or SM508 or any such persons' use of or reliance on the Service or its content by the Customer.

    3. 3. Notwithstanding any other terms of these Conditions it is agreed that the provision or display of pricing and other Information by SM508 to the Customer does not amount to an offer by SM508 to provide Services at that price or on any other terms. Supply of such Information is only an invitation to treat. An order by the Customer for Services shall be the offer.

    4. 4. In the case of orders placed by Electronic Means, including by means of card purchase only, notwithstanding any acceptance by SM508 of any offer for any Service, if there has been a material or obvious pricing error by SM508, SM508 shall be entitled within 5 days of its acceptance of such offer to either invoice the Customer for the Customer's true list price (not exceeding the prevailing market price) of the Service at the date of order or, if the Customer shall prefer, terminate the relevant Service and credit the Customer for any related charges invoiced by SM508.

    5. 5. Customer is not allowed for any purpose whatsoever to use SM508 's logos and trademarks without SM508 's prior written approval from an Authorised Representative.

    6. 6. Site Visitor and Customer agrees that SM508 may use Customer data, including any personal data, for the purpose of marketing and sales, and the Customer agrees to SM508's collection, storage and use of such data for this purpose. Personal data will not be shared with third parties without the Customer's consent (other than specified in 7.3). Customer agrees to receive information and promotions and other communications from SM508 by email and other communication tools.

    7. 7. No waiver by SM508 of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

    8. 8. Customer agrees that Customer shall comply with applicable laws, rules, regulations, ordinances and other similar national and international requirements of the country, state and province in which Customer is accessing and using the Service and content.

    9. 9. If any provision of these Conditions is held by any authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.

    10. 10. The Contract shall be governed by the laws of England and the Customer submits to the exclusive jurisdiction of the English Courts.

  10. 22nd November 2017