Effective Date: 22nd July 2016
1.1 We are Tradectory Ltd. Our contact information is at the end of this document.
1.2 Please read these terms and conditions carefully. They cancel and replace any previous versions. By using our website or downloading our app you agree to be bound by these terms and conditions. Please save these terms for future use as we will not keep a file copy specifically for the transaction with you and we cannot guarantee that they will remain accessible within our app in this format. These terms and conditions are available in the English language only.
1.3 These terms and conditions apply to all Users. These terms and conditions constitute a contract to use our website and an end user licence agreement between you and us (not the Appstore) in relation to our App. You also agree to be bound by the Appstore Rules.
2.1 Capitalised terms have the following meanings in these terms and conditions:
a) “App” – the Tradectory app.
b) “Appstore” – the app store from which you download the App.
c) “Appstore Rules” – any applicable rules, policies or terms of the relevant Appstore.
d) “Consumer” - an individual acting for purposes which are wholly or mainly outside that person’s trade, business, craft or profession.
e) “Content” – photos, videos, profile information, reviews, comment and any other information of whatever kind published, stored or sent on or in connection with our website or App.
f) “Service” – our website and App and any related software and services.
g) “User” - a person who uses our website or App, whether or not registered with us.
3. Changes to the terms and conditions
3.1 We may change these terms and conditions by posting the revised version on our website and by giving at least 14 days’ notice by email, SMS or in-app message. You will be bound by the revised agreement if you continue to use our Service following the effective date shown.
4. Use of our Service
4.1 Subject to these terms and conditions, we grant Users a limited, personal, non-transferable right to use:
a) our website; and
b) our App on any applicable device owned or controlled by you in accordance with the Appstore Rules.
4.2 You are not eligible for, and must not use or register on, our Service if you are under 17 years of age.
4.3 You agree that you will not in connection with our Service:
a) breach any applicable law, regulation or code of conduct;
b) publish or send any Content (including links or references to other content), or otherwise behave in a manner, which:
i) is defamatory, threatening, harassing, invasive of privacy, offensive, vulgar, racist, hateful, discriminatory, obscene, pornographic, sexually suggestive, promoting of self-harm, misleading, abusive or deceptive;
ii) infringes any intellectual property or other rights of others;
iii) involves phishing or scamming or similar; or
iv) we otherwise reasonably consider to be inappropriate;
c) publish or send any Content which involves revealing any personal data of another person (i.e. information enabling someone to be identified or contacted) unless that person is 18 years or over and you have obtained that person’s explicit written consent or you are the parent/guardian of such person;
d) impersonate any person or entity for the purpose of misleading others;
e) publish or send any Content which links to any third party websites which are unlawful or contain inappropriate Content;
f) use the Service to provide a similar service to third parties or otherwise with a view to competing with us;
g) sell advertising, sponsorship or promotions on or in connection with the Service;
h) use the Service for junk mail, spam, pyramid or similar or fraudulent schemes;
i) do anything which may have the effect of disrupting the Service including worms, viruses, software bombs or mass mailings;
j) do anything which may negatively affect other Users’ enjoyment of the Service;
k) use any automated means to interact with our systems excluding public search engines; or
l) attempt, encourage or assist any of the above.
4.4 You must ensure that any contact or other information which you supply to us is accurate and not misleading and you will update it so that it remains so.
4.5 You acknowledge that neither we nor the Appstore have any obligation to supply any maintenance and support services in relation to the App.
4.6 We are entitled to impose and/or change limitations on usage of our Service, for example in relation to bandwidth.
4.7 The App is compatible with applicable devices and associated operating systems (OS’s) which have been released as at the date we launched the App (or as at the most recent app update). We do not guarantee that the App is or will be compatible with any other devices or OS’s. We may issue App updates through the Appstore; if so, you may not be able to use our App properly or at all until you have downloaded the update, which may be subject to the agreement of new terms and conditions.
5. Your Content
5.1 You are responsible for your Content.
5.2 You promise to us that you have (and will retain) all rights and permissions needed to enable use of your Content as contemplated by our Service and these terms and conditions. For example, if you are a trader uploading photos or videos of your work, you must ensure that you have consent from your customer.
5.3 If you use any features of the Service which enable you to share your Content with third party sites, we are not responsible for use of your Content on those third party sites.
5.4 We reserve the right without notice or refund to suspend, alter, remove or delete Content or to disclose to the relevant authorities any Content or behaviour if it is the subject of complaint or where we have reason to believe that it breaches our terms and conditions, or that such steps are necessary to protect us or others, or that a criminal act has been committed, or if we are required to do so by law or appropriate authority. If so, you must not attempt to re-publish or re-send the relevant Content.
5.5 We do not accept responsibility if your Content is misused by other Users as this is outside our reasonable control.
5.6 It is your responsibility to make your own backup of any Content uploaded to the App to protect you in case of loss or damage to such material. We are not responsible for such loss or damage.
5.7 We reserve the right to place advertisements adjacent to or within your Content. We retain all revenue from such advertisements.
5.8 If you are a trader:
a) you promise that in connection with the supply of services which are shown in, referred to in or linked to from your Content, you will act in accordance with highest standards reasonably to be expected in the relevant industry and in accordance with all applicable laws, regulations and codes of conduct;
b) you promise to use any contact information supplied by Users strictly in accordance with applicable data protection and other laws;
c) you acknowledge that we allow Users to leave reviews about you and that these may be negative; and
d) you acknowledge that we do not guarantee that your Content will generate any particular level of revenues or suitable enquiries
5.9 We reserve the right without notice to irretrievably delete your Content following cancellation of this agreement or if your account has been inactive for six months.
6. Content of other Users
6.1 You accept that we have no obligation to vet or monitor Users or their Content. You rely on such information and/or deal with other Users at your own risk. We accept no legal responsibility for the accuracy of, or otherwise in relation to, any such Content or in connection with any dealings between Users. You should make your own careful enquiries before contracting with a trader. We do not verify or endorse any trader. You should be aware that a person may not be who he or she claims to be.
6.2 You acknowledge that in using the Service you may be exposed to offensive or other inappropriate Content or behaviour. If so, you must notify us immediately by [insert how they should report abuse]. We are under no obligation to enter into dialogue on the receipt of a complaint, nor are we obliged to act on every complaint received or to advise you of any action we do decide to take. All complaints must clearly explain the reason for complaint. If appropriate, you should seek relevant external help, for example from law enforcement authorities and/or stop using the Service.
7. Third party services / advertising / websites
7.1 We may use third party-provided services or display third party advertising or sponsorship within our Service and/or link to third party websites which may be of interest to you. We do not recommend or endorse, nor are we legally responsible for, those sites or services. You use them at your own risk.
8. Guidance by us
8.1 Any guidance or similar information which we ourselves make available on our App is intended as very general guidance information but we cannot guarantee that it is accurate or up to date and we do not accept legal responsibility for it.
9. Your account
9.1 Your account on our Service is for your personal use only and is non-transferable. You must not authorise or permit any other person to use your account. You must take reasonable care to protect and keep confidential your password and other account or identity information. You must notify us immediately of any apparent breach of security such as loss, theft, misuse or unauthorised disclosure or use of a password. You are responsible for third parties who use your account or identity (unless and to the extent that we are at fault).
10.1 We may at any time for any reason cancel this agreement whether with or without notice. If so, your right to use our Service is terminated. If we give you notice of termination, you must delete the App from all of your devices.
10.2 You are entitled to cancel this agreement at any time by closing your account in accordance with the instructions on our Service and deleting the App from all of your devices.
11. Functioning of our Service
11.1 We do not guarantee that the Service will be uninterrupted or error-free and are not responsible for any losses arising from such interruptions or errors.
11.2 We are entitled, without notice and without liability, to suspend our Service for repair, maintenance, improvement or other technical reason or to make changes to the Service.
12.1 Nothing in this agreement in any way limits or excludes our liability for negligence causing death or personal injury or for fraud or fraudulent misrepresentation or for anything which may not legally be excluded or limited. In this section, any reference to us includes our employees and agents.
12.2 You must give us a reasonable opportunity to remedy any matter for which we are potentially liable before you incur any costs remedying the matter yourself.
12.3 Very important: If you are a Consumer, we shall not be liable for any loss or damage caused by us or our employees or agents in circumstances where:
a) there is no breach of a legal duty of care owed to you by us or by any of our employees or agents;
b) such loss or damage was not foreseeable (meaning it was not an obvious consequence of our breach or not contemplated by you and us at the time we entered into this contract);
c) such loss or damage is caused by you, for example by not complying with this agreement; or
d) such loss or damage relates to a business.
12.4 Very important: If you are a Consumer, you will be liable for any reasonably foreseeable loss or damage we suffer arising from your breach of this agreement or misuse of our Service (subject of course to our obligation to mitigate any losses).
12.5 The following clauses apply only if you are not a Consumer:
a) In no event (including our own negligence) will we be liable for any:
i) economic losses (including, without limit, loss of revenues, profits, contracts, business or anticipated savings);
ii) loss of goodwill or reputation;
iii) special, indirect or consequential losses; or
iv) damage to or loss of data
(even if we have been advised of the possibility of such losses).
b) You will indemnify us against all claims and liabilities directly or indirectly related to your use of the Service and/or breach of this agreement.
c) To the extent allowed by law, you and we exclude all terms, whether imposed by statute or by law or otherwise, that are not expressly stated in this agreement.
d) This agreement constitutes the entire agreement between us with respect to its subject matter and supercedes any previous communications or agreements between us. We both acknowledge that there have been no misrepresentations and that neither of us has relied on any pre-contractual statements. Liability for misrepresentation (excluding fraudulent misrepresentation) relating to the terms of this agreement is excluded.
12.6 The following applies where Apple Inc is the Appstore:
a) In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App (if applicable). To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our sole responsibility subject to these terms and conditions.
b) We, not Apple, are responsible for addressing your claims or the claims of any third party relating to the App or the end-user’s possession and/or use of that App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
13. Intellectual property rights
13.1 All trade marks, logos, Content, graphics, images, photographs, animation, videos, text and software used on the Service are our intellectual property or that of other Users. For the purposes of your personal use only, you may view such material on your device or computer screen and print a single copy. You may not otherwise use, sublicense, retrieve, display, modify, copy, print, sell, distribute, download, hire, reverse engineer (unless permitted by applicable law) or create extracts of, or derivative works from, such material without our specific prior written consent.
13.2 Just to be clear - you must not collect, scrape, harvest, frame or deep-link to any Content on our Service without our specific prior written consent.
13.3 You must not reverse-engineer or decompile any of our software in any way (except to the extent allowed by applicable law). You must not create or use a modified or derivative version of our software or distribute or sublicense our software to third parties. You must take reasonable steps to ensure that our software is not disclosed to any third party.
13.4 If you publish any Content on our Service, you grant us a worldwide, perpetual, non-exclusive, transferable (with right to sub-license), royalty-free licence to use, copy, alter, display, and create extracts of, or derivative works from, that Content in any media formats, on our own App, on our other channels including mobile, email communications, social media, PR, competitions and press releases and also on third party media, including for the purpose of redistribution or promotion of our App. You waive your moral rights in relation to such Content to the extent legally permitted. You also grant each User a licence to use your Content in accordance with these terms and conditions.
13.5 In the event of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, we, not the Appstore, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.
15. Legal compliance
15.1 You promise that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
16. Events outside our control
16.1 We are not liable for failure to perform or delay in performing any obligation under this agreement if the failure or delay is caused by any circumstances beyond our reasonable control including third party telecommunication failures.
17.1 We may transfer all or part of our rights or duties under this agreement provided we take reasonable steps to ensure that your rights under this agreement are not prejudiced. As this agreement is personal to you, you may not transfer any of your rights or duties under it without our prior written consent.
18. English law
18.1 These terms and conditions shall be governed by English law and any disputes will be decided only by the English courts. . You may be entitled to use an EU online dispute resolution service to assist with any contractual dispute you may have with us. This service can be found at http://ec.europa.eu/consumers/odr/. Our email address is [insert].
19.1 We may send all notices under this agreement by email to the most recent email address you have supplied to us or by in-app message. Headings used in this agreement are for information and not binding. Any failure by either party to exercise or enforce any right or provision of this agreement does not mean this is a “waiver” (i.e. that it cannot be enforced later). If any part of this agreement is ineffective or unenforceable for any reason, then it will be replaced with a provision which as far as possible achieves the same thing and the rest of the agreement shall continue to apply. A person who is not a party to this agreement shall have no rights to enforce this agreement except insofar as expressly stated otherwise. (Where Apple Inc is the Appstore, Apple and Apple’s subsidiaries are third party beneficiaries of this agreement, and, upon your acceptance of these terms and conditions, Apple will have the right (and will be deemed to have accepted the right) to enforce this agreement against you as a third party beneficiary thereof.) The parties are independent contractors and, except as otherwise specifically stated above, nothing in this agreement constitutes any party as agent, employee or representative of the other.
20.1 If you have any complaints, please contact us via the contact details shown below.
21. Company information
21.1 Company name: Tradectory Ltd
21.2 Country of incorporation: England and Wales.
21.3 Registered number: 09517955
21.4 Registered office: 67, Chester Road, South Wirral, CH66 3RQ
21.5 Other contact information: See our website.