we are denz

Third Wave Communications Ltd - Terms and Conditions for Business Customers

1. Terms of Service

These Terms and Conditions (the 'Terms') govern your use of this website, the Services made available to you through the site and your relationship with Third Wave Communications Limited ('the Company'). Please read them carefully as they affect your rights and liabilities under the law. If you do not agree to these Terms, please do not subscribe for the Services. If you have any queries on the Terms, please contact us at info@wearedenz.com.

Please note that the Company does not provide any warranties for the Service. These Terms also limit our liability. Please note in particular Terms 3, 4, 9, 10, 11, 12 and 13 which we ask you to read carefully.

The Company reserves the right to remove, modify or change any information on this Website from time to time without notice. We may also change these Terms at any time and will notify you by email of any change to these Terms and of the date when the changes will take effect. If you do not agree to any change of the Terms then you may cancel your Subscription in accordance with Term 9. If you do not agree to any change to the Terms then you must immediately stop using the Website and should not place any further Content.

2. Definitions and Interpretation

In the Terms, unless the context otherwise requires:-

'Business User' means any of our customers who subscribe as a business user, advertise on our Website, contribute articles or post information relating to their business, events or other content in the course of their business;

'Adverts' means any form of advertising, including advertising spots, sponsorship, buttons, banners, interactive advertisements or enhanced advertising opportunities on the Website;

'Advertising Regulation' means any present or future applicable code of practice, adjudication, decision, guideline, direction or rule of any advertising regulator including but not limited to the British Code of Advertising, Sales Promotion and Direct Marketing ('CAP Code') and any applicable modification, extension or replacement in force from time to time;

'Advertising Fee' means the fee payable for the Adverts in accordance with term 3;

'Articles' means articles, written opinions, essays, columns or other such contributions;

'Business Users Content' means all content posted or provided by any of our Business Users, including listing details, comments, reviews, Adverts, Articles and any other contributions or postings;

'Company/we/us/our' means Third Wave Communications Limited Company Number 04360692 whose registered office is at Hillbrow House, Hillbrow Road, Esher, Surrey, KT10 9NW. Our VAT registration number is 839 0943 01.

'Content' means all and any of the content on the Website and includes content posted by us, Users Content and Business Users Content;

'Service' means the listing and review service to which our Business Users are entitled in accordance with Term 3;

'Subscription' means the subscription by you to the Website and the Service in accordance with Term 7;

'Subscription Date' means the date on which you completed the Subscription Form;

'Subscription Fee' means the fee payable for the Service (if any);

'Subscription Form' means the online form completed by you when you subscribe to the Service;

'Subscription Period' means the duration of the Subscription as selected on the Subscription Form;

'User(s)' means the users of the Website collectively and includes all individual website users or Denizens but excludes Business Users;

'User Content' means any or all of the comments and material provided by our Users;

'Website' means the website found at URL www.wearedenz.com or any subsequent URL which may replace this;

'you/your' means the advertiser/organisation as set out in the Subscription Order Form.

The headings in these Terms are for ease of reference only and should not affect the construction of this agreement.

The word 'including' shall mean that the following words are illustrative examples and not an exhaustive list.

3. Provision of the Service, Use of the Website and Advertising

We will provide the Service in consideration of the Subscription Fee. The Services shall include one listing setting out your business' contact details, a link to your website and description of not more than 450 characters. It may also include one picture or logo.

Adverts are not included in the Service. If you would like to advertise on the Website or to become a sponsor, please click here.

Adverts will be subject to an Advertising Fee that will depend upon the type of Advert, the period for which they will appear on the Website and any offers in place from time to time. The Advertising Fee will be payable by you in advance by Paypal or as otherwise agreed by the Company. Additional terms may apply to Adverts.

The Website facilitates targeted advertising and listings by reference to certain categories and keywords and the Company will endeavour to match Business Users Content to Users where possible and may at our discretion make Business Users Content available to a wider audience from time to time. Upon subscription, placing of Adverts or posting of other Business Users Content, you may select from a list of categories and/or allocate appropriate keywords. You acknowledge that we cannot guarantee that Users will select categories of interest that correspond with your selected categories. You must only select categories that are relevant to your Business Users Content and acknowledge that it will be a breach of these Terms to select categories which are inappropriate, irrelevant or immaterial to the Business Users Content.

You agree that:

• the content of the Website is available for use only as permitted under these Terms and you may not otherwise use the content of the Website or any part of it;
• you will use the Service and the Website for business purposes only;
• you have the necessary rights, power and authority to publish the Business Users Content, including any images, trade marks and text they contain;
• you possess documents substantiating all claims, express and implied, contained within the Business Users Content;
• you will comply with all applicable laws, statutes, Advertising Regulations and other regulations in connection with your use of the Website and/or the Service; and
• you will only use the Website and the Service for lawful purposes and in a lawful manner.

You agree not to use the Website or the Service for any of the following:

• disseminating any unlawful, harassing, libellous, defamatory, abusive, threatening, harmful, vulgar, obscene, tortious, or otherwise objectionable material or otherwise breaching any laws;
• transmitting material that encourages conduct that constitutes a criminal offence or otherwise breaches any applicable laws, regulations or code of practice;
• interfering with any other persons use or enjoyment of the Website;
• distorting Feedback on the Website by either you, your relatives or friends posting reviews of your business or businesses of your competitors; or
• making, transmitting or storing electronic copies of materials protected by copyright without the permission of the owner.

You acknowledge that you will be responsible for our reasonable losses and costs arising in connection with any breach of this Term 3 by you or anyone using your ID.

4. Subscription

Your Subscription Form is an offer to purchase the Service from us for the Subscription Period and our acceptance of this offer is subject to payment of the Subscription Fee. There will be no contract between you and the Company and we are under no obligation to provide the Service until the Subscription Fee has been paid in cleared funds.

The Subscription Fee shall be payable on the Subscription Date. All prices, charges and other costs and expenses are inclusive of VAT unless otherwise stated. Payment may be made by PayPal unless otherwise stated and must be in British Pounds Sterling (£).

On Subscription you will be required to register as a Business User. You agree that:

• The details provided by you on registration or at any time are accurate, correct and complete
• You will inform us immediately of any changes to the information that you provided when registering
• You will not impersonate any other person or entity or use a false name or a name or other details that you are not authorised to use.

Any information supplied by you on registration or at any time will only be held and used by ourselves in accordance with our Privacy Policy.

Each Subscription is for a single Business User. When you subscribe and agree to these Terms you will may choose a user name and password (together 'your ID'). You may choose to authorise your employees to use your ID whilst carrying out the business of your organisation but not for any other purposes. You are responsible for all use of the Website under your ID. You must ensure that all persons using your ID comply with these Terms. In order to prevent fraud, you must keep your ID details confidential and must not disclose it or share it with anyone outside of your organisation. If you know or suspect that someone else knows your ID you should notify us by contacting info@wearedenz.com immediately.

If the Company has reason to believe that there has been or is likely to be a breach of security or misuse of the Website, we may require you to change your password or we may suspend or withdraw your account.

Subscriptions are for a limited duration and your Subscription will only renew if you make payment of the Subscription Fee before or on the final day of your current Subscription Period. If payment has not been received in cleared funds before this date we may suspend the Service until the subsequent Subscription Fee is paid. In the event that you continue to use the Service after the Subscription Period has ended, we reserve the right to request payment of a reasonable sum by way of a renewal Subscription Fee and you agree to pay us on demand.

5. Free Trials.

We may from time to time offer free trial subscriptions for a limited period ('the trial period'). During the trial period, you shall be required to comply with all obligations under these Terms except those relating to payment. We reserve the right to withdraw our Services at any time during the trial period.

You may only benefit from one free trial except if we expressly agree otherwise. If you wish to continue to use the Service you must not sign up for a subsequent free trial period but should apply for a subscription using the Subscription Form and pay a Subscription Fee in accordance with term 4. If you continue to use the Service after the trial period has expired or sign up for subsequent free trials when you are not authorised to do so, we reserve the right to request payment of a reasonable sum by way of a Subscription Fee and you agree to pay us on demand.

6. Intellectual property

The content of the Website is protected by copyright, trademarks, database rights and other intellectual property rights. The Company hereby grants to you a non-exclusive, non transferable licence to use the Website in accordance with these Terms.

As between you and us, you will retain all copyright, database rights and all other rights, title and interest in and to any Business Users Content that you provide or post. You warrant that in providing the Business Users Content you do not infringe, misappropriate or otherwise violate any copyright, patent, trademark, service mark, trade secret or other intellectual property rights of any third party.

Subject to these Terms you hereby grant to us an irrevocable, royalty free, non-exclusive licence to upload the Advertisers Information on to our server and to use, copy, reproduce, edit, transmit, distribute and publicly display the Business Users Content whether on the Website or otherwise.

7. Approvals

If we send any proofs of Business Users Content to you for final approval, you will check such proofs carefully and notify us by email of any errors or alterations within 24 hours and we will use reasonable efforts to make any changes so notified to Business Users Content displayed on the Website.

Where notification of errors is either delayed or does not occur at all before they are uploaded onto the Website or sent by email, SMS or made available to Users by other means, we will not be liable in respect of any such errors.

We will take reasonable steps to correct errors displayed on our Website within a reasonable time after we have been notified by you of the errors, however, you acknowledge that if any Business Users Content has already been sent to our Users by whatever means we shall be under no obligation to re-send it.

8. Data Protection

In circumstances where we act as a Data Processor under the Data Protection Act 1998 ('the Act') we shall comply with the Act and shall only process your personal information provided by you to us in accordance with our Privacy Policy.

9. Service Access

Your use of the Service and the Website is at your sole risk. The Website and the Service are provided on an 'as is', 'with all faults' and 'as available' basis. Although we aim to offer you the best service possible, we make no promise that the Service will meet your requirements. We do not guarantee the timeliness or availability of the Service or the reliability of access to the Website.

We do not accept responsibility for the reliability of access to the Website or its fitness for a particular purpose, or satisfactory quality; or for any term as to the provision of the Service to a standard of reasonable care and skill. We will not be liable for any losses or damage resulting from your use or inability to use the Website and/or the Service.

Any material downloaded or otherwise obtained through the use of the Service or the Website is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.

While we make reasonable efforts to ensure that the Website is normally available 24 hours a day, you acknowledge that access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond our control. We will endeavour to restore the Website as soon as we reasonably can. We will not be liable if for any reason the Website is unavailable at any time or for any period. No refund of the Subscription Fee will be given in the event that Service access is temporarily suspended, interrupted or unavailable for any reason.

10. Cancellation and termination

Once we have received your Subscription Fee, we make the Service available to you. Once the Service has been made available to you, you are entitled to cancel your Subscription at any time by informing us in writing at info@wearedenz.com. If you do so you must stop using the Service and the Website and we reserve the right to remove all your Business Users Content including any listings information from the Website. If you cancel the Subscription after the Service has been made available to you, no refunds will be given.

You may terminate the Subscription and receive a pro-rata refund of the Subscription Fee if the Service and/or Website is discontinued or if we are in fundamental breach of this agreement and the breach is not remedied within the period of 14 days after you have given written notice of the breach to us.

We may immediately terminate this agreement, stop your access to the Website and cease providing the Service to you by giving you notice in writing if you are in breach of these Terms and, where the breach is capable of being put right, if you have not done so within 14 days of our sending you notice in writing requesting that you remedy the breach. No refunds will be given.

If we reasonably believe your breach of these Terms affects our lawful operation of the Website or third parties we may suspend your access to the Website or our provision of the Service at any time without notice.

11. Feedback

The Website allows and encourages its users to provide opinions and feedback, including for example reviews, comments and opinions about the quality and standards of our Business Users and their products or services. Each User is solely responsible for the content of their Feedback.

You acknowledge that Users Content constitutes the subjective opinions of Users and does not in any way represent our opinions or endorsement. We do not control or monitor Users Content and make no guarantees or warranties relating to:

• any content that Users or other Business Users post, transmit or share on the Website;
• the accuracy or truthfulness of Users' or other Business Users' purported identities;
• the truth, accuracy or legality of the Users Content or other Business Users Content; or
• ownership or rights to use any intellectual property.

You acknowledge that Content may be positive or negative and that we will not remove any content solely because it is not agreeable to you.
If you are aggrieved by any Content posted on the Website please email us at info@wearedenz.com with details of your grievance including the reasons for any objections and setting out your name, address, telephone number and email address. You should also identify where that content can be found on the Website. We will endeavour to consider your objections within a reasonable time and may take steps to remove any Content, in whole or in part, at our discretion.

You acknowledge that we are not responsible or liable in any manner for any claims, liability, damages, losses, costs or expenses arising in connection with any Users Content or Business Users Content posted on the Website.

12. The Company's liability

This Term 12 sets out our entire liability (including any liability for the acts and omissions of our employees agents and sub-contractors) to you in respect of any breach of our contractual obligations or any representation or other term or of any duty at common law or under statute (whether caused by our negligence or that of our employees or agents or subcontractors or otherwise), or arising out of or in connection with your use of the Website or our provision of the Service.

We will not be liable in connection with our provision of the Service or your use of the Website for:

• any consequential, special or indirect loss or damage, however arising;
• any loss of profits, loss or damage for disappointment or damage to reputation or goodwill whether arising directly or indirectly;
• lost data, lost profits or business interruption;
• any claims loss or damage arising in connection with any Feedback;
• any failure to fulfil our obligations or inability to access the Website due to circumstances beyond our reasonable control, including but not limited to labour disputes (of our employees or third parties), malicious damage, terrorism, government rules or regulations, problems with hardware or software, computer viruses or other technically harmful material, power failures, fire, flood, storm, or other adverse weather conditions;
• any breach of our obligations in any circumstances where our failure to perform our obligations is caused in whole or in part by your failure to fulfil your responsibilities under these Terms;
• any negligence of or breach of any contract between you and any third parties;
• any acts or omissions of our Users, and in particular, we shall not be liable in the event that any Users Content or Business Users Content displayed on the Website is misleading, inaccurate, defamatory, negative or otherwise untrue;
• any infringement of any intellectual property rights arising from Content provided to us or posted, transmitted or shared by you, other Advertisers, Users or other third parties;
• any inaccuracies in the Business Users Content, which it is your obligation to provide and to check;

except (in each case) where this is caused entirely by our own gross negligence or fraudulent misrepresentation.

We will accept liability if something we do causes death or personal injury.
Subject to the rest of these Terms we will only be responsible for losses that you suffer as a result of our breach of these Terms in the event that you allow us the opportunity to remedy any breach of our obligations in reasonable time.

Any claims may be reduced or rejected if we have not been given an opportunity to put matters right.

Our entire liability to you shall be limited to damages of an amount not exceeding the Subscription Fee.

13. Indemnity

You agree to fully indemnify, defend and hold us and our officers, directors, employees, and agents harmless immediately on demand from and against all claims, liabilities, damages, losses, costs and expenses, including reasonable legal fees, arising out of any breach of these Terms by you or any other liabilities arising out of your use of the Service or Website, or the use by any other person accessing the Website using your ID.

14. Links to and from other websites

If you would like to link to or from this Website, you may only do so subject to the following conditions:

• you link to but do not replicate, the home page of this Website;
• you do not remove, distort or otherwise alter the size or appearance of our logo;
• you do not create a frame or any other browser or border environment around this Website;
• you do not in any way imply that we are endorsing any products or services other than our own;
• you do not misrepresent your relationship with us nor present any other false information about us;
• you do not otherwise use any of the Company trade marks displayed on this Website without our express written permission;
• you do not link from a website that is not owned by you;
• your website does not contain content that is distasteful, offensive or controversial, infringes any intellectual property rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations; and
• you warrant that to the best of your knowledge and belief, any and all websites to which you provide links from this Website will operate free from error and are free of computer viruses or any other material which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).

We expressly reserve the right to revoke the right granted in this Term for breach of these terms and to take any action we deem appropriate. You shall be responsible and fully indemnify us for any loss or damage that we or any of our Users may suffer or incur as a result of your breach of this Term.
Links to third party websites on this Website are provided on an 'as is' basis and are solely for Users' convenience. If you use these links you will leave this Website. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk.

We do not review third party websites and do not control and are not responsible for these websites or their content or availability. We therefore do not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them.

We do not guarantee that links to or from this Website or websites which link to or from this Website will operate free from error or that they are free of computer viruses or any other material which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).

15. General

We will try to resolve any problems quickly and efficiently. If you are not happy with the way we deal with any complaints and you wish to take court proceedings, you must do so in the United Kingdom using the law of England and Wales.

Any waiver by either party of a breach of any provision of this Agreement shall not be considered as a waiver of any subsequent breach of the same or any other provision of these Terms. If any term or provision of these Terms (or any part of such term or provision) is found by any court or administrative body to be invalid, unenforceable, void or illegal for any reason, such term or provision shall to that extent be deemed to be removed from and not form part of these Terms, but the validity and enforceability of the remainder of these Terms shall not be affected.

We may assign or transfer our rights and/or obligations under this agreement to any party without notice. This will not affect your rights under this agreement. You may not transfer your rights or obligations under this agreement.

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