Trading Terms and Conditions

These terms and conditions regulate the business relationship between you and us. By using Our Website in any way, or by buying from us, you agree to be bound by them.

No person under the age of 18 years may purchase Services. We look forward to seeing you again when you are over 18.

We are:	Synogis Ltd trading as Synatus Our address is:Dalton House, 60 Windsor Avenue, London SW19 2RR, United Kingdom Our company number is: 06814393 Our VAT number is: GB 947 6881 61 Our email contact is: helpme@synatus.com
You are:	You are: a user of our services.

The terms and conditions

 

1 Definitions

In this agreement:

“Our Website” means the entire computing hardware and software installation that is or supports Our Website. This includes our web sites, and includes all web pages controlled by us.

“Services” means any of the services we offer for sale on our Website and include generally available updates and support services so far as specified for each service.

“Content” means any material in any form published on Our Website by us or any third party with our consent. This includes the information, photographs, graphics, and other material on the Web Site.

“Material” means Content of any sort posted by you on Our Website

“Installation” means all of the computer hardware and software and any other machinery and equipment operated in conjunction with it and used by us to provide the Services.

"Post" means display, exhibit, publish, distribute, transmit and/or disclose information, details and/or other material on the Web Site, and the phrases "Posted" and "Posting" shall be interpreted accordingly.

“User” means any person other than you who uses the Services or visits the Web Site for any purpose.

“we”, “us”, etc means us. Where the context permits it also includes any business company or individual who shares an interest in the sale of any goods and/or service promoted on the Web Site. Without limitation, it includes any subsidiary or associated company of ours, together with any licensor, affiliate, or network partner.

"you” “yours” etc, means you, the party to this agreement.

2 Our contract with you

These terms and conditions regulate the business relationship between you and us. By buying our services or using our web site free of charge, you agree to be bound by them.

2.1 So far as the context allows, to you as a visitor to Our Website; and

2.2 in any event to you as a buyer or prospective buyer of our Services.

2.3 We shall accept your order by e-mail confirmation. That is when our contract is made.

2.4 We may change these terms from time to time. The terms that apply to you are those posted here on Our Website on the day you order Services.

2.5 If in future, you buy Services from us under any arrangement which does not involve your payment via Our Website; these terms still apply so far as they can be applied.

3 Changes to terms

We may change these terms from time to time. The terms that apply to you are those posted here on our web site on the day you apply to join Synatus. It may be useful to print a copy now.

4 Price and Payment

4.1 The price charged for any service may differ from one country to another. You may not be entitled to the lowest price unless you reside in the qualifying country.

4.2 You agree to pay the monthly or annual charge in advance for the Services, from the credit card, information for which you have or will have supplied to us. You authorise us to arrange withdrawal of funds on this card each month or each year without further reference to you. Payments are billed in advance at the beginning of each month or year.

4.3 Prices are inclusive of any applicable value added tax or other sales tax.

4.4 Payments are non-refundable.

4.5 Banking charges by the receiving bank on payments to us will be borne by us. All other charges relating to payment in a currency other than pounds
Sterling will be borne by you.

4.6 You may cancel provision of the Services at any time. on giving us four clear weeks notice. Payment will be due until the expiry of the notice period.

4.7 We may change the nature or provision of the Services at any time. We may tell you about any such change by email or by posting details on Our Website.

4.8 If a change we make in the provision of the Services, involves action on your part, and you do not take that action, we are entitled to terminate the Services to you without notice.

4.9 You may not share or allow others to use the Services in your name.

4.10 Our Services will be provided by in the way we have explained in our Website.

4.11 Any details given by us in relation to exchange rates are approximate only and may vary from time to time.

4.12 You will pay all sums due to us under this Agreement by the means specified without any set-off, deduction or counterclaim.

4.13 All monies paid by you to us are non-refundable and cancellation and/or termination of this Agreement by you or us at any time for any reason will not entitle you to a refund of monies paid.

4.14 We will do our best to maintain Our Website so that you have constant use, but there will be times when your use may be interrupted. Interruption to the Services for reasonable periods for maintenance or causes beyond our control is not a ground for repayment of money you have paid. When we are aware of the likelihood of down time, we will tell you in advance.

5 Foreign taxes, duties and import restrictions

5.1 If you are not in the UK, we have no knowledge of, and no responsibility for, the laws in your country.

5.2 You are responsible for purchasing Services which you are lawfully able to import and for the payment of import duties and taxes of any kind levied in your country.

6 Dissatisfaction with the Services

6.1 Our most important task is to ensure your absolute satisfaction. We will always strive to reach that target. However, we acknowledge that mistakes are made occasionally. This paragraph covers that possibility. If you are not wholly satisfied with the Services, please tell us at the earliest opportunity:

6.1.1 exactly why you think we have failed;

6.1.2 the date, if relevant, of the failure;

6.1.3 when and how you discovered the failure;

6.1.4 the result of the failure;

6.1.5 your suggestion as to action we should take to resolve the situation and restore your faith in us.

6.2 To do this, it is essential that you contact us by email at the Contact Point on Our Website.

7 Acceptable use Policy

You agree to comply with these provisions:

7.1 You will not use or allow anyone else to use the Web Site to post or otherwise publish:

7.1.1 copyright works;

7.1.2 commercial audio, video or music files;

7.1.3 any material which violates the law of any established jurisdiction;

7.1.4 unlicensed software;

7.1.5 software, which assists in or promotes: emulators, freaking, hacking, password cracking, IP spoofing;

7.1.6 links to any of the material specified in this paragraph;

7.1.7 pornographic material;

7.1.8 any material promoting discrimination or animosity to any person on grounds of gender, race or colour.

7.2 You will not use the Services for spamming. Spamming includes, but is not limited to:

7.2.1 The bulk sending of unsolicited messages, or the sending of unsolicited emails which provoke complaints from recipients;

7.2.2 The sending of junk mail;

7.2.3 The use of distribution lists that include people who have not given specific permission to be included in such distribution process;

7.2.4 Excessive and repeated posting off-topic messages to newsgroups;

7.2.5 Excessive and repeated cross-posting;

7.2.6 Email harassment of another Internet user, including but not limited to, transmitting any threatening, libelous or obscene material, or material of any nature which could be deemed to be offensive;

7.2.7 The emailing of age inappropriate communications or content to anyone under the age of 18.

7.3 You will not use the Services in a manner, which violates any city, local, state, national or international law or regulation, or which fails to comply with accepted Internet protocol. You will not attempt to interfere in any way with our networks or network security, or attempt to use the Services to gain unauthorized access to any other computer system.

7.4 You will immediately notify us, of any security breach or unauthorised use of your account. You will not interfere in any way with another User(s) use of the Services. You will not resell, rent, lease, grant a security interest in, or make commercial use of the Services without our express written consent.

7.5 You agree not to transfer your email address for gain or otherwise. Transfer of such email address will result in immediate termination of your membership and your contract.

7.6 You agree not to assign, transfer, or authorise any other person to use, your membership. If you try to do so, we have the right to terminate your membership.

8 Disclaimers

8.1 We or our Content suppliers may make improvements or changes to Our Website, the Content, or to any of the Services, at any time and without advance notice.

8.2 You are advised that Content may include technical inaccuracies or typographical errors. This is inevitable in any large website. We would be grateful if you bring to our immediate attention, any that you find.

8.3 We give no warranty and make no representation, express or implied, as to:

8.3.1 the adequacy or appropriateness of the Services for your purpose.

8.3.2 the truth of any Content on Our Website;

8.3.3 any implied warranty or condition as to merchantability or fitness of the Services for a particular purpose;

8.3.4 compatibility of Our Website with your equipment, software or telecommunications connection.

8.3.5 compliance with any law;

8.3.6 non-infringement of any right.

8.4 Our Website contains links to other Internet websites outside our power and control. You acknowledge and agree that we shall not be liable in any way for the Content of any such linked website, nor for any loss or damage arising from your use of any such website.

8.5 We are not liable in any circumstances for special, indirect or consequential loss or any damages whatsoever resulting from loss of use, loss of data or loss of revenues or profits, whether in an action of contract, negligence or otherwise, arising out of or in connection with your use of Our Website or the purchase of Services.

8.6 In any claim against us our liability is limited to the value of the goods you have purchased in the contract which is the subject of the dispute.

9 Indemnity

You agree to indemnify us against any claim or demand, including reasonable lawyers’ fees, made by any third party due to or arising in any way out of your use of Our Web Site, your posting any Material, or the infringement by you, or by any other person using your computer, of any intellectual property or other right of any person.

10 Information you give us

You agree that you have provided, and will continue to provide accurate, up to date, and complete information about yourself.

11 System Security

11.1 You agree that you will not, and will not allow any other person to, violate or attempt to violate any aspect of the security of the Installation;

11.2 You agree that you will, in no way, modify, reverse engineer, disassemble, decompile, copy, or cause damage or unintended effect to any portion of the Web Site, or any software used on the Web Site, and that you will not permit any other person to do so.

11.3 You understand that any such violation is unlawful in many jurisdictions and that any contravention of law may result in criminal prosecution.

11.4 Examples of violations are:

11.4.1 accessing data unlawfully or without consent;
11.4.2 attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures;
11.4.3 attempting to interfere with service to any user, host or network, including, without limitation, via means of overloading, "flooding", "mail bombing" or "crashing";
11.4.4 forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting;
11.4.5 taking any action in order to obtain services to which you are not entitled.

12 Content and Intellectual Property Rights

12.1 We will defend the intellectual property rights in connection with our Services and Our Website, including copyright in the Content whether provided by us or by any other content provider (including copyright in: text, graphics, logos, icons, images, audio clips, digital downloads, data, and software).

12.2 Title, ownership rights, and intellectual property rights in the Content whether provided by us or by any other content provider shall remain the sole property of us and / or the other content provider. We will strongly protect its rights in all countries.

12.3 You may not use our name or logos or trade marks or any other Content on any website of yours or that of any other person.

12.4 You may not copy, modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of the Content, in whole or in part, except as is expressly permitted in this agreement.

12.5 You may post into the Services any Content owned by you. You accept all risk and responsibility for determining whether any Content is in the public domain. You grant to us the right to edit, copy, publish, distribute, translate and otherwise use in any medium and for any purpose any Content that you place on the Service. You represent and warrant that you are authorized to grant all such rights.

12.6 You may download or copy the Content only for your own personal use, provided that you maintain all copyright and other notices contained in such Content. You may not store electronically any significant portion of any Content.

12.7 You represent that any user name or email address selected by you, when used alone or combined with a second or third level domain name, does not interfere with the rights of any third party and has not been selected for any unlawful purpose. You acknowledge and agree that if such selection does interfere with the rights of any third party or is being selected for any unlawful purpose, we may immediately suspend the use of such name or email address, and you will indemnify us for any claim or demand that arises out of your selection. You acknowledge and agree that we shall not be liable to you in the event that we are ordered or required by a court or judicial authority, to desist from using or permitting the use of a particular domain name as part of a name or email address. If as a result of such action, you lose an email address, your sole remedy shall be the receipt of a replacement.

13 Indemnity

You agree to indemnify us against any claim or demand, including reasonable lawyers’ fees, made by any third party due to or arising out of your use of the Services, the breach or violation of this Agreement by you, or the infringement by you, or by any other user of the Services using your computer, of any intellectual property or other right of any person or entity, or as a result of any threatening, libelous, obscene, harassing or offensive material contained in any of your communications.

14 Your email address

14.1 You represent that any username or email address selected by you, when used alone or combined with a second or third level domain name, does not interfere with the rights of any third party and has not been selected for any unlawful purpose.

14.2 You acknowledge and agree that if we believe such selection does interfere with the rights of any third party or is being selected for any unlawful purpose, we may immediately suspend the use of such name or email address, and you will indemnify us for any claim or demand that arises out of your selection.

14.3 You acknowledge and agree that we shall not be liable to you in the event that we are ordered or required by a court or judicial authority, to desist from using or permitting the use of a particular domain name as part of a name or email address.

15 Your Material

15.1 If you post any Material in Our Website, you warrant that you own the copyright in it and you accept all risk and responsibility for it. You grant to us the right to edit, copy, publish, distribute, translate and otherwise use it in any medium and for any purpose.

15.2 You agree that if you do post any Material on Our Website, in doing so, you grant to us a non-exclusive, irrevocable, royalty-free, right in perpetuity to use that Material in any way whatever, throughout the World in any medium. You agree to waive your right to be identified as the author and your right to object to derogatory treatment of your Material.

15.3 You agree to perform all further acts necessary to perfect any of the above rights granted by you to us, including the execution of deeds and documents, at our request.

15.4 You represent and warrant that:

15.4.1 you own the rights to all of the Material that you post;
15.4.2 any fact stated in your Material is accurate;

16 Interruption to the Service

16.1 If it is necessary for us to interrupt the Services then we may do so without telling you first.

16.2 You acknowledge that the Services may also be interrupted for reasons beyond our control.

16.3 You agree that we are not liable to you for any loss whether foreseeable or not, arising as a result of interruption to the Services.

17 Our liability

17.1 Your use of the Services is without any warranty or guarantee.

17.2 Where we provide a service without specific charge, then it is deemed to be provided free of charge, and not to be associated with any other service for which a charge is made. Accordingly, there is no contractual nor other obligation upon us in respect of any such service.

17.3 We or our content suppliers may make improvements or changes to the Web Site, the content, or to any of the products and services described on the Web Site, at any time and without notice to you.

17.4 You are advised that content may include technical inaccuracies or typographical errors.

17.5 We give no warranty and make no representation, express or implied, as to:

17.5.1 the truth of any information given on the Web Site by any Associate or third party;

17.5.2 any implied warranty or condition as to merchantability or fitness for a particular purpose;

17.5.3 compliance with any law;

17.5.4 non-infringement of any right.

17.6 Much of the material provided on the Web Site is Posted (and thereby published) by Users. We are under no obligation to monitor, vet, check or approve any such material. We disclaim all responsibility for information published on the Web Site by any person.

17.7 The Web Site contains links to other Internet web sites. We have neither power nor control over any such web site. You acknowledge and agree that we shall not be liable in any way for the content of any such linked web site, nor for any loss or damage arising from your use of any such web site.

17.8 In no event shall we or our content suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, loss of data or loss of revenues or profits, whether in an action of contract, negligence or otherwise, arising out of or in connection with the use of the Web Site or the content available from this Web Site.

17.9 These disclaimers form an essential part of this agreement. Each sub paragraph in this agreement is independent and severable from each other paragraph and enforceable accordingly. If any restriction is unenforceable for any reason but would be enforceable if part of the wording were deleted, it will apply with such minimal deletions as may be necessary to make it valid and enforceable.

18 Storage of Data

18.1 We assume no responsibility for the deletion or failure to store, deliver or timely delivery of messages.

18.2 We may, from time to time and without notice, set limit(s) on the number of messages a User may send, store, or receive through the service, and we retains the right to delete any emails above such limit(s) without any liability whatsoever, and you hereby release us from any such liability. Any notice provided by us to you in connection with such limit(s) shall not create any obligation to provide future notification regarding any change(s) to such limit(s).

19 Modification

We reserve the right to modify the Services and to change the terms and conditions of this agreement at any time, without notice. Your continued use of the Services after such modifications shall be deemed an acceptance by you to be bound by the terms of the modified agreement.

20 Termination

20.1 You may terminate this Agreement at any time, for any reason, with immediate effect. You may terminate the agreement either by sending notices to us by post or email, or by completing the form on the Web Site and submitting it. We reserve the right to check the validity of any request to terminate membership

20.2 We may terminate this Agreement at any time, for any reason, with immediate effect by sending you notice to that effect by post or email.

20.3 If we terminate, we shall be under no liability to you whatsoever, and you hereby release us from any such liability.

20.4 Termination by either party shall have the following effects:

20.4.1 your right to use the Services immediately ceases;
20.4.2 we are under no obligation to forward any unread or unsent messages to you or any third party;

20.5 There shall be no reimbursement or credit if the Service is terminated due to your violation of the terms of this agreement.

20.6 We reserve the right to terminate your email address in the event that our right to use certain domain names or email addresses terminate or expire.

20.7 We retains the right, at our sole discretion, to terminate any and all parts of the Services provided to you, without refunding to you any fees paid if we decide in our absolute discretion that you have failed to comply with any of the terms of this agreement.

21 Severability

If any of these terms is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.

22 Action Limit

You and we agree that any cause of action arising out of or related to the Services must commence within one year after the cause of action arose; otherwise, such cause of action is permanently barred.

23 No duty to monitor

We are under no obligation to monitor or record the activity of any customer for any purpose, nor do we assume any responsibility through our AUP or otherwise to monitor or police Internet-related activities.

24 Force majeure

24.1 Neither party shall be liable for any breach of its obligations resulting from causes beyond its reasonable control including acts of God, fire, natural disaster, war or military hostilities and strikes of its own employees.

24.2 Each of the parties agrees to give notice immediately to the other upon becoming aware of an event of force majeure such notice to contain details of the circumstances giving rise to it.

24.3 If a default due to force majeure shall continue for more than 12 weeks then the party not in default shall be entitled to terminate this agreement. Neither party shall have any liability to the other in respect of the termination of this agreement as a result of force majeure.

25 No Waiver

No waiver by us, in exercising any right shall operate as a waiver of any other right or of that same right at a future time; nor shall any delay in exercise of any power or right be interpreted as a waiver.

26 Relationship of parties

Nothing in this agreement shall create a partnership, joint venture or agency or the relationship of employer and employee between us. You are responsible for any tax and national insurance liability in respect of the work you do for your clients and agree to indemnify Synatus in full for any assessment of tax or national insurance made against Synatus by HMRC in this respect.

27 Dispute Resolution

In the event of a dispute arising out of or in connection with the terms of this Agreement between you and us, then you agree to attempt to settle the dispute by engaging in good faith with us in a process of mediation before commencing arbitration or litigation. The mediation/arbitration process comes first and should be exhausted before a party commences legal proceedings.

28 Jurisdiction

This Contract shall be interpreted according to the Laws of England and the parties agree to submit to the exclusive jurisdiction of the English courts. This agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.

29 Miscellaneous provisions

29.1 When we communicate with you we do so by email. You agree that email communications are contractually binding in the same way as properly signed and dated paper sent by post.

29.2 Where we provide goods or services without specific charge to you, then it (or they) is deemed to be provided free of charge, and not to be associated with any other goods or service for which a charge is made. Accordingly, there is no contractual nor other obligation upon us in respect of those goods or service.

29.3 Nothing in this agreement or on Our Website shall confer on any third party any benefit under the provisions of the Contracts (Rights of Third Parties) Act 1999.

29.4 If any of these terms is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.

29.5 No waiver by us, in exercising any right, power or provision in this agreement shall operate as a waiver of any other right or of that same right at a future time; nor shall any delay in exercise of any power or right be interpreted as a waiver.

29.6 In the event of a dispute arising out of or in connection with these terms or any contract between you and us, then you agree to attempt to settle the dispute by engaging in good faith with us in a process of mediation before commencing arbitration or litigation.

29.7 We are not liable for any breach of our obligations resulting from causes beyond our reasonable control including strikes of our own employees.