Access to and use of this site ("HERO docs.com") is provided by Enabled City Ltd and subject to the following terms:
By using HEROdocs.com you agree to be legally bound by these terms, which shall take effect immediately on your first use of HEROdocs.com. If you do not agree to be legally bound by all the following terms please do not access and/or use HEROdocs.com.
Enabled City Ltd may change these terms at any time by posting changes online. Please review these terms regularly to ensure you are aware of any changes made by Enabled City Ltd. Your continued use of HEROdocs.com after changes are posted means you agree to be legally bound by these terms as updated and/or amended.
TERMS AND CONDITIONS OF SALE
These terms and Conditions shall govern every Order and shall form part of the Contract between ourselves. The headings in these terms and Conditions are for convenience only and do not form part of the contract.
•"The Parties" shall mean the Supplier and the Client together.
•"The Product" shall mean the product that we have agreed to develop for you.
•"The Specifications" shall mean the agreed Specifications for the Product.
•"The Fee" shall mean the agreed fee for the work.
•"Bug" shall mean any fault, error or malfunction in software which materially affects the operation of that software when used on the Equipment.
•"Virus" shall mean a self replicating computer program which is designed to cause or which is likely to cause damage to the user's files and/or annoyance to the user.
•"Assets" shall mean source materials that are proposed to be incorporated into the Product at any time during its development which are provided by you to us.
•"Intellectual Property Rights" shall mean Copyright, Design Right, Registered Designs, Trademarks, Patents and Confidential Information Ideas and Moral Rights and all other rights whatsoever of a like nature world- wide whether those rights are registered or not.
• “Organisation” shall mean a unique legal business entity
2. PRODUCT DEVELOPMENT
The development of the Product shall take place as follows:
2.1 We shall design, program and deliver the facilities on the date agreed on the purchase order form.
2.2 We reserve the right to charge further fees in addition to the Fee for amendments requested by you which go beyond the Specification (the "Additional Fees"). Additional Fees will not be charged without prior written notice.
3. YOUR OBLIGATIONS
3.1 You agree that you will:
i. Provide us on request with the Assets in the format that we request to enable us to carry out our obligations under this Agreement.
ii. Cooperate with us in the development and production of the Product
4.1. You agree to pay us the following sums:
i. The percentage of the Fee which is set out in the order form to which these conditions are attached on signature of this Agreement.
ii. The balance of the Fee together with any Additional Fees in accordance with Clause 2.2 for which payment shall be due on the commencement of the use of HERdocs.com.
4.2 All sums quoted and payable under this Agreement are exclusive of VAT which will be added where appropriate.
4.3 Any overdue payment is subject to interest at the rate applicable to High Court judgment debts from time to time and you will also be liable to reimburse us on an indemnity basis in respect of all legal costs and disbursements incurred (whether or not proceedings have commenced) in connection with recovery. Failure to raise an invoice in respect of interest shall not be deemed to constitute a waiver of our rights to recover interest.
5. INTELLECTUAL PROPERTY RIGHTS CONFIDENTIAL INFORMATION
5.1 All Intellectual Property Rights of whatever nature in material devised by us including all software code written by us and our employees will vest in and belong to us. You will do anything which we may reasonably require in order effectively to vest such rights in us or to evidence the same.
5.2 We hereby grant a non-exclusive royalty free license, for one Organisation only, for you to use the intellectual Property Rights for the purposes of this agreement, throughout the world. Such license shall take effect on receipt by us of all payments due under this Agreement.
5.3 You hereby grant to us a non-exclusive royalty free license to use the Assets for the purposes of this Agreement.
5.4 You hereby warrant that you have obtained all necessary rights, permissions and licenses for the use of the Assets supplied to us and you hereby agree to indemnify us fully and defend at your own expense us against all costs and losses whatsoever incurred by us our employees servants or agents as a result of any claim made against us or any of them for infringement of any Intellectual Property Rights in the Assets.
5.5 In addition and without prejudice to Clause 5.4 you hereby warrant that all material that you supply to us is free of all defamatory matter or other legal restriction and that you shall fully indemnify and defend at your own expense us against all costs and losses whatsoever incurred by us our employees servants or agents as a result of any claim made against us or any of them in any jurisdiction in the world as a direct or indirect result of the breach of this Clause.
5.6 We undertake to each other that we will keep confidential the terms of this Agreement, including details of charges and payments, and any information regarding either of us in connection with this Agreement or in connection with the business of either of us and in connection with the Product ("the Information") and shall only disclose the Information or any part thereof (except to our own employees and then only on a need to know basis) with the other's prior written consent PROVIDED THAT this Clause shall not extend to information which was rightfully in either of our possession prior to the commencement of the negotiations leading to this Agreement or which is in the public domain (other than as a result of a breach of this Clause).
6. ADVERTISING - We reserve the right to use the Product for the purposes of our own advertising.
7. RESTRICTIONS - You undertake that you will not during the period commencing on the date of this Agreement and terminating 12 months from the date of this contract, entice, solicit or engage any person who was an employee or a consultant or otherwise engaged by us during such period and who had dealings with you and whilst we both consider this restriction to be reasonable we agree that if a court of competent jurisdiction considers that the restriction is invalid but would have been valid if either the period or its scope were reduced then the restriction shall continue to apply but with such restriction or restrictions necessary to enable its validity.
8. DATA PROTECTION ACT - You undertake that you will not collect any data from or via the Product without obtaining the appropriate registration under the Data Protection Act 1984 and complying with the your obligations under the Data Protection Act generally and that you will not collect any data from the Product without first giving sufficient prior written notice to us to apply for registration under the Data Protection Act 1984.
9. INDEMNITY - Without prejudice to Clauses 10, 11, 12 and 13 above you undertake that you will obtain all necessary licenses and permissions required throughout the world for any and all activities that you conduct through the Internet and that you will indemnify us against all actions, claims, costs (including legal costs and expenses properly incurred), damages, demands or liabilities brought against or suffered by us as a result of any breach by you of your obligations under this Agreement.
10. LIABILITY ON TERMINATION AND FORCE MAJEURE
10.1 Our liability for any loss or damage consequential or otherwise and howsoever caused whether in tort (to include without limitation for negligence) or contract or otherwise shall not exceed the amount invoiced by us to you in respect of the Agreement.
10.2 When instructions or advice are received orally by us, we shall have no liability to you for any misunderstanding or misrepresentation which may arise in relation thereto whether on your part or on our part.
10.3 If, on your instructions, this Agreement (or any other document relating thereto) is signed by or an invoice is submitted to any person, firm or company who is expressly held out as your agent, then you shall be treated for all purposes as the contracting party.
10.4 All software created by us will be checked for viruses using state of the art software and we accept no responsibility for and bear no liability for any Virus discovered subsequent to delivery of the Product.
10.5 We recommend that all software created by us is checked for Bugs and we will do this provided that this is specifically agreed with us in the Specification but we accept no responsibility for any Bug discovered after delivery of the Product.
10.6 If either of us is effected by any circumstances beyond our reasonable control (including but without limitation any strike, lockout or other form of industrial action ("Force Majeure") that party forthwith notify the other of the nature and extent thereof. Neither of us shall be liable to the other for delay in performance, or non - performance of any of its obligations under this Agreement when due to any Force Majeure of which that party has notified the other and the time for performance of that obligation shall be extended accordingly.
Neither of us shall assign the benefit or burden of this Agreement without the prior written consent of the other Party.
12. INFORMATION COLLECTION POLICY
We collect information on this site to help develop our services to you. We will not pass your information to anybody else (third parties) without your consent.
HERO docs is provided on an annual subscription service. The client must purchase a subscription plan in order to use the service.
15. CHARGES AND CREDITS
Enabled City Ltd retains the right to change and/or amend amend the prices of any credit/subscription package or the credit download rates and download sizes without prior notice to you. However, Enabled City Ltd will always endeavour to notify you of any impending price changes.
i. There shall be no extension of subscription period if you are unable to use the service due to Internet connectivity problems. Enabled City Ltd will fully reimburse the "lost days" only if the HEROdocs.com server is inaccessible worldwide (system down) for a duration of 8 hours or more.
ii. The subscription is automatically renewable annually unless one month’s notice is given prior to the end of the subscription period.
iii. A subscription will include a number of credits which can be used to “purchase” documents and other services (e.g. printing) through the HEROdocs.com website. Credits will have a nominal value but cannot be exchanged for cash.
iv. Credits expire 1 year from date of purchase.
v. Additional credits can be purchased from the website at any time.
vi. Credits can be earned by document authors. The amount of credits are defined by Enabled City Ltd and are changeable at the discretion of Enabled City Ltd. Notification of changes will be given in advance.
vii. Earned credits can be spent on following year subscription, reducing the annual fee appropriately. There will be a cap on earned credits which will be the maximum subscription value.
viii. Credits will be available to all users in a subscription. E.g. if 5 user subscription, all 5 users have access to subscription credit pool.
16. USE OF HERODOCS.COM
16.1 You may not copy, reproduce, republish, download, post, broadcast, transmit, make available to the public, or otherwise use HEROdocs.com content in any way except for your own personal, non-commercial use. You also agree not to adapt, alter or create a derivative work from any services provided by Enabled City except for your own personal, non-commercial use. Any other use of HeroDocs.com content requires the prior written permission from Enabled City.
16.2 You agree to use HEROdocs.com only for lawful purposes, and in a way that does not infringe the rights of, restrict or inhibit anyone else's use and enjoyment of HeroDocs.com. Prohibited behavior includes harassing or causing distress or inconvenience to any person, transmitting obscene or offensive content or disrupting the normal flow of dialogue within HeroDocs.com.
17. DISCLAIMERS AND LIMITATION OF LIABILITY
17.1 HEROdocs.com content, including the information, names, images, pictures, logos and icons regarding or relating to HEROdocs.com and/or Enabled City Limited, its products and services (or to third party products and services), is provided "AS IS" and on an "IS AVAILABLE" basis without any representations or any kind of warranty made (whether express or implied by law) to the extent permitted by law, including the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.
17.2 Under no circumstances will Enabled City and/or Enabled City Limited be liable for any of the following losses or damage (whether such losses where foreseen, foreseeable, known or otherwise):(a) loss of data; (b) loss of revenue or anticipated profits; (c) loss of business; (d) loss of opportunity; (e) loss of goodwill or injury to reputation; (f) losses suffered by third parties; or (g) any indirect, consequential, special or exemplary damages arising from the use of HEROdocs.com regardless of the form of action.
17.3 Enabled City does not warrant that functions contained in HEROdocs.com content will be uninterrupted or error free, that defects will be corrected, or that HEROdocs.com or the server that makes it available are free of viruses or bugs.
18. INTELLECTUAL PROPERTY
18.1 The names, images and logos identifying HEROdocs.com, Enabled City Limited or third parties and their products and services are subject to copyright, design rights and trademarks of Enabled City, Enabled City Limited and/or third parties. Nothing contained in these terms shall be construed as conferring by implication, estoppel or otherwise any licence or right to use any trademark, patent, design right or copyright of Enabled City , Enabled City Limited, or any other third party.
19. HOT LINKING (PASSING LINK INFORMATION ONTO 3RD PARTIES)
Hotlinking, defined as passing HEROdocs.com files and links to third parties is strictly prohibited and will result in the termination of your account without refund. Additionally we may take legal action.
20. CANCELLATIONS AND REFUNDS
You may cancel your subscription to HEROdocs.com at any time. To do so email your username, domain name and reason for your cancellation. We will send you an email confirming your account cancellation. There will be no further charges from the time that you cancel your subscription. Charges already made however cannot be refunded, unless your cancellation is received within the first 30 days of subscribing.
21. CONTRIBUTIONS TO HERODOCS.COM
21.1 Where you are invited to submit any contribution to HEROdocs.com (including any text, photographs, graphics, video or audio) you agree, by submitting your contribution, to grant Enabled City a perpetual, royalty-free, non-exclusive, sub-licenseable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, play, make available to the public, and exercise all copyright and publicity rights with respect to your contribution worldwide and/or to incorporate your contribution in other works in any media now known or later developed for the full term of any rights that may exist in your contribution, and in accordance with privacy restrictions set out in Enabled City's information collection policy.
21.2 If you do not want to grant to Enabled City the rights set out above, please do not submit your contribution to HEROdocs.com.
21.3 Further to paragraph 21.1, by submitting your contribution to HEROdocs.com, you warrant that your contribution;
i. is your own original work and that you have the right to make it available to Enabled City for all the purposes specified above;
ii. is not defamatory; and
iii. Does not infringe any law; and you
iv. indemnify Enabled City against all legal fees, damages and other expenses that may be incurred by Enabled City as a result of your breach of the above warranty; and
v. waive any moral rights in your contribution for the purposes of its submission to and publication on HEROdocs.com and the purposes specified above.
22. POSTING WORDS, IMAGES OR DOCUMENTS TO HERODOCS.COM
You agree to use HEROdocs.com in accordance with the following rules. These apply across all Enabled City sites and services.
23. ABOUT YOUR POSTS, IMAGES OR DOCUMENTS
i. Contributions must be civil and tasteful
ii. No disruptive, offensive or abusive behaviour - Contributions must be constructive and polite, not mean-spirited or contributed with the intention of causing trouble.
iii. No unlawful or objectionable content - Unlawful, harassing, defamatory, abusive, threatening, harmful, obscene, profane, sexually oriented, racially offensive or otherwise objectionable material is not acceptable.
iv. If you use multiple logins for the purpose of disrupting the community or annoying other users you may have action taken against your accounts.
v. Be patient - Users of all ages and abilities may be taking part.
vi. No spamming or off-topic material - We don't allow the submission of the same or very similar contributions many times. Please don't re-submit your contribution more than once, or contribute off-topic material in subject-specific areas.
vii. No advertising
viii. Contributions containing languages other than English may be removed
ix. No impersonation
x. No inappropriate (e.g. vulgar, offensive etc) user names.
xi. Safety - We advise that you never reveal any personal information about yourself or anyone else (for example: telephone number, home address or email address).
25. ABOUT THE LAW:
i. You may not submit any defamatory or illegal material of any nature in HEROdocs.com. This includes text, graphics, video, programs or audio.
ii. Contributing material with the intention of committing or promoting an illegal act is strictly prohibited.
iii. You agree to only submit materials which are your own original work. You must not violate, plagiarise, or infringe the rights of third parties including copyright, trade mark, trade secrets, privacy, and publicity, personal or proprietary rights.
iv. If you're under 16 - Never reveal any personal information about yourself or anyone else (for example, telephone number, home address or email address).
If you fail to abide by these rules (and/or any variations in the relevant local house rules) when taking part in an Enabled City service, you will be sent an e-mail which informs you why your contribution has been failed or edited. This mail will also include a warning that continuing to break the rules may result in action being taken against your account or accounts.
This action may include your relevant account or accounts being placed into pre-moderation or a temporary or permanent suspension of your ability to participate in any or all of Enabled City services.
If you post or send offensive or inappropriate content anywhere on or to HEROdocs.com or otherwise engage in any disruptive behaviour HEROdocs.com, and Enabled City considers such behaviour to be serious and/or repeated, Enabled City may use whatever information that is available to it about you to stop any further such infringements. This may include informing relevant third parties such as your employer, school or email provider about the infringement/s.
Enabled City reserves the right to delete any contribution, or take action against any account, at any time, for any reason.
28.1 This Agreement constitutes the whole and only agreement between us and supersedes and extinguishes any other agreement whether written or oral.
28.2 If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect that shall not affect the legality or validity or enforceability of any other provision of this Agreement.
28.3 No forbearance, delay or indulgence by either of us in enforcing the provisions of this agreement shall prejudice or restrict the rights of that party nor shall any waiver of rights operate as a waiver of any subsequent breach of this Agreement.
28.4 This Agreement shall be governed by and construed In accordance with English law and the parties submit to the non-exclusive Jurisdiction of the English Courts.
28.5. If there is any conflict between these terms and specific terms appearing elsewhere on Enabled City (including local house rules) then the latter shall prevail.
28.6. If any of these terms are determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these terms are intended to be effective, then to the extent and within the jurisdiction in which that term is illegal, invalid or unenforceable, it shall be severed and deleted from these terms and the remaining terms shall survive, remain in full force and effect and continue to be binding and enforceable.
28.7 Enabled City limited is a limited company registered in England and Wales registration no. 7885233.
28.8 These terms shall be governed by and interpreted in accordance with the laws of England and Wales.
28.9 HERO docs is a service by Enabled City limited, The Shoreditch Building, 35 Kingsland Road, London E2 8AA. Email: contact @ enabledcity.com