As part of Desnar’s online service you will receive access to the Desnar system including a browser interface, SSL data encryption, bandwidth and storage of data. Your registration for, or use of, the service shall be deemed to be your agreement to abide by this agreement including any materials available on the Desnar website incorporated by reference herein, including but not limited to Desnar’s privacy and security policies. The service is offered in several versions:
- Micro Subscription
- Small Subscription
- Medium Subscription
- Large Subscription
- Enterprise Subscription
- Definitions and Interpretation
The following are standard definitions and interpretations used throughout the use of the Desnar system. 1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings: “The Company” – Desnar T/A Desnar; “Agreement” – means any agreements entered into between the Company and a Customer to which these standard Terms and Conditions apply; “Customer” – means the individual, business, or other organisation with whom the Company contracts; “Supplier” – means any supplier of Products or Services to the Company; “Products” – means computer hardware, software and associated equipment that may be supplied by the Company; and “Services” – means any service supplied by the Company. 1.2 Any reference to a day or days refers to business days – that is any day which is not a weekend or public or bank holiday in the India. 1.3 The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.
- Privacy and Security
- License Grant & Restrictions
Desnar hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Desnar and its licensors. You may not access the Service if you are a direct competitor of Desnar, except with Desnar’s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes unless authorised. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet ‘links’ to the Service or ‘frame’ or ‘mirror’ any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service. You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libellous, or otherwise unlawful material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorised access to the Service or its related systems or networks. 3.1 Credit As part of your license, you are required to grant us credit in the form of credit logo and link where appropriate. By using Desnar to list or to revise your eBay listings you are agreeing to a credit logo and link to be placed at the bottom of your eBay listing. The credit that we use is in accordance with eBay policies which can be found here: http://pages.ebay.co.uk/help/policies/listing-links-credits.html We do not place credit links on listings that have not been managed by Desnar. If you are a Professional package customer or a Premier customer then you can request that this credit is not displayed and it may be honoured however it is to be agreed on an individual basis. The only way for a Standard package customer to opt out is to not use the eBay listing tool provided by Desnar or if a prior agreement is in place to not have it displayed.
- Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Desnar immediately of any unauthorised use of any password or account or any other known or suspected breach of security; (ii) report to Desnar immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Desnar user or provide false identity information to gain access to or use the Service.
- Account Information and Data
Desnar does not own any data, information or material that you submit to the Service in the course of using the Service (‘Customer Data’). You, not Desnar, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Desnar shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), Desnar will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. Desnar reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Desnar shall have no obligation to maintain or forward any Customer Data.
- Intellectual Property Ownership
Desnar alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Desnar Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Desnar Technology or the Intellectual Property Rights owned by Desnar. The Desnar name, the Desnar logo, and the product names associated with the Service are trademarks of Desnar or third parties, and no right or license is granted to use them.
- Charges, Payment of Fees and Refund Policy
Only persons older than 18 can make payments via our Debit and Credit card payment system. If you are younger than 18 you need to make alternative payment or have someone pay on your behalf. The youngest age a Desnar account holder can be is 16 years of age. Charges are monthly. You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments for the service must be made monthly in advance unless otherwise mutually agreed upon. All payment obligations are non-cancelable and all amounts paid are non-refundable. Desnar reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party. Initial setup, bespoke work and training fees are subject to separate negotiation and are paid upon delivery. Desnar will not undertake any work without first receiving the correct amount. Your first months payment to use the Desnar system is non-refundable and by signing up and using our service you agree to this. The first payment includes a cost of setting up your account and therefore regardless of choosing to no longer use Desnar, you are still required to pay this. Refunds, where applicable, will be dealt with by the Managing Director. All refunds are at the sole discretion of the Managing Director and no one else. If it is deemed you are due a refund, you will receive either a cheque, bank transfer or PayPal transfer within 14 days of the date of the refund having been agreed. The method of refund is at the discretion of the Managing Director also. A refund can be requested by emailing email@example.com.
- Billing and Renewal
Desnar charges monthly in advance for use of the Service. You will automatically issued an invoice for each month upon receipt of payment. Payment is to be made through PayPal, Bank Transfer, Cheque or Debit/Credit card. Fees for other services will be charged on an as-quoted basis. Desnar’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. You agree to provide Desnar with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorised billing contact. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Desnar reserves the right to terminate your access to the Service in addition to any other legal remedies. If you believe your bill is incorrect, you must contact us in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. In writing can be either by mail or email.
- Non-Payment and Suspension
In addition to any other rights granted to Desnar herein, Desnar reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). If you or Desnar initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Desnar may charge such unpaid fees to your deposit, debit/credit card or otherwise bill you for such unpaid fees. Desnar reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Desnar has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.
- Termination for Cause and Cancellation
Any breach of your payment obligations or unauthorised use of the Desnar Technology or Service will be deemed a material breach of this Agreement. Desnar, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. You agree and acknowledge that Desnar has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach. If you wish to cancel your service then you can do so by means of email or letter. You may cancel at any time unless you have an agreement to stay with us for a certain length of time. Cancellation of policy mid-month does not entitle you to any sort of refund.
- Representations & Warranties,
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Desnar represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Desnar help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
- Mutual Indemnification
You shall indemnify and hold Desnar, its licensors and each such party’s parent organisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Desnar (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Desnar of all liability and such settlement does not affect Desnar’s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. Desnar shall indemnify and hold you and your parent organisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Desnar of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Desnar; provided that you (a) promptly give written notice of the claim to Desnar; (b) give Desnar sole control of the defence and settlement of the claim (provided that Desnar may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Desnar all available information and assistance; and (d) have not compromised or settled such claim. Desnar shall have no indemnification obligation, and you shall indemnify Desnar pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).
- Disclaimer of Warranties
Desnar AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. Desnar AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (E) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN ‘AS IS’ BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY Desnar AND ITS LICENSORS.
- Internet Delays
Desnar’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. Desnar IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
- Limitation of Liability
IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Subject to the agreement of the parties, if any dispute or difference shall arise between the Company and the Customer on any matter relating to or arising out of the Agreement, such a dispute shall be referred to the arbitration of a single Arbitrator to be agreed upon by the parties or failing agreement to be appointed by the then President of the Law Society of India
- Proper Law and Jurisdiction
The Agreement shall be governed by and construed in accordance with the laws of India. Any dispute concerning it or its interpretation shall be adjudicated in that Jurisdiction.
Desnar may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Desnar’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in Desnar’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Desnar (such notice shall be deemed given when received by Desnar) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Desnar, Patel falia, Pariyari, Moti Daman - Daman & Diu - 396 220 India.
- Modification to Terms
Desnar reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.