Parkway Logic Ltd. (referred to as the "Service Provider", "We" or "Us") provides this Website at www.exabler.com and the Exabler tool at app.exabler.com (together, the "Service") to You, subject to these terms and conditions and notices (the "Terms"). By using the Website "You" are a User, Subscriber or Customer as the case may be, as defined in these Terms.
You and the Service Provider are the parties (each a "Party") to these Terms. Please read the Terms carefully.
By completing the registration process, You are stating that:
These Terms were last updated on 14 August 2019.
1. USE OF SERVICE AND ACCOUNT
The Service Provider grants You the right to access and use the Service according to the particular rights and obligations according to Your subscription type. This right is non-exclusive, non-transferable, non-assignable and limited by and subject to these Terms. You may not resell, lease or provide the Services to anyone else.
1a. Customers, Subscribers and Users
In these Terms,
Obligations that apply to Users also apply to Subscribers and Customers. There may be some Terms that apply to Subscribers and Customers that do not apply to casual Users.
The Customer remains liable for the use of the Service by all Subscribers who act for it. The Customer shall ensure that the level of access it requests for each Subscriber is and remains appropriate and acceptable to the Customer, and shall arrange for the revoking of the Subscriber's access to the Services as and when necessary.
If there is any dispute between the Customer and Subscriber regarding access to any organisation or Service, the Customer shall decide what access, if any, to the relevant Services and Account Details that Subscriber shall have.
1b. Use of Service
If You register for an account on the Services, You agree to
Furthermore, you are entirely responsible for any and all activities that occur and any charges that are incurred under your account. While the Service Provider will endeavour to notify You of any suspicious activity, You agree to notify the Service Provider of any unauthorised use of your account or any other breach of security immediately upon becoming aware of it.
If You use the Service and Website on behalf of others or in order to provide services to others (whether a body corporate or otherwise) You must ensure that You are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all of the Terms that apply to You. You may not resell the Service unless You have been given explicit written permission to be a reseller by the Service Provider.
The nature of the Service and these associated Terms may change, effective upon posting the modified terms on this website. The Service Provider will make reasonable efforts to communicate these changes to you via email or notification via the Website. It is likely that these Terms will change over time.
If you do not agree to any amended Terms, you must stop using the Services. It is your obligation to ensure that you have read, understood and agree to the most recent terms available on the Website.
3. FREE EVALUATION AND SERVICE LIMITATIONS
The Service Provider offers You free access to the Service only as beta software. Beta software is software that is not officially released, and may contain problems or bugs, and is not warranted by the Service Provider in any way. The beta Service is provided "as is" for evaluation and testing purposes only, and you are advised not to rely on its features or performance for any reason.
By registering for and using the beta Service, you acknowledge that you are accessing a pre-release evaluation of the service and that such Service and/or any products and services offered by the Service Provider or third parties in connection with the Service may contain bugs, may not operate properly or perform all intended functions, may interfere with the functioning of other applications, and may cause errors, data loss or other problems. The Service Provider shall not be liable for any damages, including but not limited to direct, indirect, incidental or consequential damages or for loss of data, profits, or revenue incurred by you or third parties. As part of the evaluation, the Service Provider may actively seek feedback from time to time on the Service.
The Service Provider's beta Service has a limited duration or other limitations such as monthly transaction volumes or the number of calls made for offline support. Such limitations will be advised. "Login Only" accounts and associated data may be deleted if not accessed for 3 months.
Some sent or received messages, or uploaded or downloaded files, may not be processed due to space constraints or other limitations. You agree that the Service Provider is not responsible or liable for the deletion or failure to store messages, files or other information.
The Service currently targets smaller companies based in the United Kingdom and wishing to export goods from there. While we allow Subscribers from other parts of the world to register, various parts of the Service are not intended to serve such Subscribers and may not function.
No reliance on information
We provide information through various beta tools and forms on Exabler.com, this includes Estimator, EE2 and Export Map. These tools are developed to provide general information only to assist Users, Customers and Subscribers in planning and selecting specialist advice for exporting. General information is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our sites.
Although we make reasonable efforts to update the information on our sites, including exchange rates, we make no representations, warranties or guarantees, whether express or implied, that the content on our sites is accurate, complete or up-to-date.
4. YOUR CONDUCT
You warrant to the Service Provider that you will not use the Service or Website or any communication tools they contain for any purpose that is unlawful or prohibited by these Terms. You agree to abide by all applicable local, national and international laws and regulations and are solely responsible for all acts or omissions that occur under Your account or password, including the content of Your transmissions through the Service, or any content You upload or publish through the Service.
You shall not use or misuse the Service in any way which may impair the functionality of the Service or Website, or other systems used to deliver the Service or impair the ability of any other user to use the Service or Website.
You shall not, and shall not attempt to, gain access to the computer system on which the Services are hosted or to any materials or information other than those to which You have been given express permission to access.
You shall not transmit, or input into the Website, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use).
You shall not, and shall not attempt to, modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Service or to operate the Website except as is strictly necessary to use either of them for normal operation.
The Service Provider has no obligation to monitor the Service or any User's use thereof or retain the content of any user session. However, the Service Provider reserves the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request.
You agree that You shall promptly report to the Service Provider any information or opinion relating to the Service as the Service Provider may reasonably request and You grant the Service Provider an unrestricted, royalty-free right to use all such reports for purposes of correcting and/or enhancing the Service, and developing and marketing additional products and services.
You shall engage in 'fair use' of the Services. You shall report to the Service Provider and not exploit any technical or commercial aspects of the Website and Services that you may be aware of.
The Service Provider may limit, suspend or terminate Your access to and use of the Services, without notice and in its absolute discretion, if it appears that Your conduct has breached any of these Terms.
5. NO RESPONSIBILITY FOR THIRD PARTY SERVICES, SITES OR CONTENT
The Website contains links to third-party Web sites ("Third-Party Sites") or third-party content ("Third-Party Content") and may provide third-party services ("Third-Party Services") that You may use in connection with Your use of the Service. You use Third-Party Sites, Third-Party Content (together, the "Third Party Materials") or Third-Party Services at your own risk.
When You leave the Service, Our terms and policies no longer govern, and when You use Third-Party Services their terms and policies apply. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Materials and Third-Party Services, and should make whatever investigation You feel necessary or appropriate before proceeding with any transaction with any third party. The inclusion of any link does not imply endorsement, adoption or sponsorship by the Service Provider of the Third Party Materials or Third-Party Services.
The Service Provider accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of Third-Party Materials, Third-Party Services or web sites linking to the Service.
You agree that the Service Provider shall not be responsible for unauthorised access to or alteration of Your transmissions or data, any material or data sent or received or not sent or received, or any transactions entered into through the Service. You specifically agree that the Service Provider is not responsible or liable for any threatening, defamatory, obscene, offensive or illegal content or conduct of any other party or any infringement of another's rights, including intellectual property rights. You specifically agree that the Service Provider is not responsible for any content sent using and/or included in the Service by any third party.
The Service Provider is registered with the ICO with reference 44437595.
You agree that the Service Provider may access Your account, to respond to service or technical issues or as stated elsewhere in these Terms.
All information exchanged between the Parties to these Terms, whether in writing, electronically or orally, including the Service shall be considered as confidential ("Confidential Information") unless that information:
Unless the relevant Party has the prior written consent of the other or unless required to do so by law:
If, through this Service, You request third parties to provide services to You, then you acknowledge that We may grant the providers of those Third-Party Services and Third-Party Materials access to Your Data as required for the fulfilment of your request. We shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by providers of Third-Party Services.
7. OTHER DISCLAIMERS/LIMITATION OF LIABILITY
The Service Provider gives no warranty about the Service. Without limiting the foregoing, the Service Provider does not warrant the availability, timeliness, accuracy or reliability otherwise of the Service, that the Service will meet Your requirements or that it will be suitable for any particular purpose. The Service is provided "as is". To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
To the maximum extent permitted by law, the Service Provider excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
If You suffer loss or damage as a result of the Service Provider's negligence or failure to comply with these Terms, any claim by You against the Service Provider arising from the Service Provider's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to any fees paid by You in respsect of the incident or series of connected incidents.
If You are not satisfied with the Service or any portion of it, Your sole and exclusive remedy is to terminate these Terms in accordance with clause 9 of these Terms.
You warrant and represent that You are acquiring the right to access and use the Service for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Service, the Website or these Terms.
The information included in or available through the Service may include inaccuracies or typographical errors. Changes are periodically added to the information herein. The Service Provider and/or its respective suppliers and/or providers of Third-Party Services or Third Party-Materials may make improvements and/or changes to the Service at any time.
The Service Provider does not represent or warrant that the Service will be uninterrupted or error-free, that defects will be corrected, or that the Service or the server that makes it available, are free of viruses or other harmful components.
Information about trade rules and regulations is provided "as is", may not be current, and does not constitute legal advice. In no event shall the Service Provider be liable for any errors in the information, forms or features made available by the Service. Selection and completion of proper forms for any given shipment is the sole responsibility of the shipper.
The Service Provider reserves the right to assign its rights and responsibilities under this agreement to any third party.
You agree to indemnify and hold the Service Provider, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim, demand, or damage, including reasonable attorneys' fees, asserted by any third party due to or arising out of your use of or conduct on the Service.
You agree to indemnify the Service Provider against and hold harmless from any claims or loss relating to the Service Provider's refusal to provide any person access to Your information or Data in accordance with these Terms, relating to the Service Provider's making available information or Data to any person with Your authorisation.
The Service Provider may terminate your access to any part or all of the Service and any related service(s) at any time, with or without cause, with or without notice, effective immediately, for any reason whatsoever, with or without providing any refund of any payments. The Service Provider may also terminate or suspend your account for inactivity, which is defined as failing to sign-in to the Service for an extended period of time, as determined by the Service Provider. Upon termination of the Service, your right to use the Service immediately ceases.
The Service Provider shall have no obligation to maintain any content in your account or to forward any unread or unsent messages to You or any third party.
Breach: If You:
Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will remain liable for any accrued charges and amounts which become due for payment before or after termination, and you will immediately cease use of the Service and the Website.
The Confidentiality provisions of these Terms and any representation or warranty You make in these Terms survive expiry or termination of these Terms.
10. FEES, PAYMENTS, REFUNDS AND TAXES
The prices for provision of the various elements of the Services are displayed on the Website according to different "Plans". These price plans may change from time to time. By subscribing to any Plan, You agree to provide and maintain a valid means of payment and to You agree to accept and pay any charges that are incurred in accordance with the chosen Plan that You have subscribed to. For the avoidance of doubt, both the Customer and the Subscriber are jointly and severally liable for the settlement of any fees and charges without any right of set-off.
You may switch between different pricing Plans by following the features of the Plan You are currently subscribed to. You will usually be permitted to upgrade or downgrade at any point during a billing cycle and You next bill will reflect a pro-rated cost according to the point in time when you have switched, upgraded or downgraded between Plans. The Service Provider will usually present you with a pro-forma invoice to inform you of the likely price impact (subjec to any further charges that may be incurred after).
The Service Provider may offer promotions, coupons, discounts or other special offers, to new Customers including some or all of its existing Customers and Subscribers. The Service Provider retains the right to offer differential pricing between Customers and over time at its sole discretion.
The Service Provider may be remunerated by third parties (including providers of Third-Party Services or Third-Party Materials) in connection with providing the Service to You. We will notify You if we receive such remuneration at the same time as being remunerated by You.
No refunds will be given as a matter of course. Any refunds are at the sole discretion of the Service Provider.
The Service Provider may choose to make a refund at its sole unfettered discretion, however the Service Provider shall have no obligation to refund any portion of any payments, in the event that You wish to discontinue use of all or part of the Service, or in the event that your access is terminated by the Service Provider.
The Service Provider shall not be liable for taxes and other governmental fees and assessments to be paid which are related to transactions with the Service Provider or other parties. You agree that you shall be solely responsible for all taxes, fees, and assessments of any nature associated with products or services sold through the use of or with the aid of the Services.
11. INTELLECTUAL PROPERTY
Title to, and all Intellectual Property Rights in the Services, the Website, including Estimator, EE2 and Export Map, and any forms and documentation relating to the Services remain the property of the Service Provider (or its licensors).
Title to, and all Intellectual Property Rights in, the data inputted by You or with Your authority into the Website ("Data") remain Your property. However, Your access to the Data is contingent on full payment of fees when due. You grant the Service Provider a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.
You must maintain copies of all Data inputted into the Service. The Service Provider adheres to its best practice to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. The Service Provider expressly excludes liability for any loss of Data no matter how caused.
You acknowledge that content, including but not limited to text, software, music, sound, photographs, video, graphics or other material contained in either sponsor advertisements or electronically distributed, commercially produced information presented to you by the Service, by the Service Provider, or the Service Provider's Advertisers or other content providers, is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. You may make a copy of this content for your personal, non-commercial use only, provided that you keep all copyright and other proprietary notices intact. You may not modify, copy, reproduce, republish, upload, post, transmit, or distribute in any way content available through the Service and its associated Web sites, including code and software.
The Service Provider does not claim ownership of Content you submit or make available for inclusion on the Service. However, with respect to Content you submit or make available for public or shared access on the Service, you grant a world-wide, royalty free and non-exclusive license(s) to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the Service solely for the purpose for which such Content was submitted or made available. This license exists only for as long as you elect to continue to include such Content on the Service and will terminate at the time you remove or the Service Provider removes such Content from the Service.
Notices: Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to the Service Provider must be sent to firstname.lastname@example.org or to any other email address notified by email to You by the Service Provider. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
Rights of Third Parties: A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
Governing law and jurisdiction: This agreement is governed by the laws of England and Wales, without regard to the conflict or choice of law rules thereof. The courts sitting in England, United Kingdom shall have exclusive jurisdiction over any dispute arising hereunder. Use of the Service is unauthorised in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. The Service Provider's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of the Service Provider's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Service or information provided to or gathered by the Service Provider with respect to such use.
Independence: You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Service Provider as a result of this agreement or use of the Service.
Severability: If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, that part or provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms shall continue in effect and binding on both Parties.
Waiver: If either Party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Entire agreement: Unless otherwise specified herein, this agreement constitutes the entire agreement between You and the Service Provider with respect to the Service and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between You and the Service Provider with respect to the Service. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and the Service Provider agree that any cause of action arising out of or related to this Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. The section titles in the Terms are solely used for the convenience of the parties and have no legal or contractual significance. Except where explicitly indicated otherwise, prices shown on this site exclude any sales tax that might be applicable in the Customer's jurisdiction. The Customer will pay the Service Provider any additional sales taxes not previously levied upon request.
It is the express will of the parties that this agreement and all related documents have been drawn up in English. C'est la volonté expresse des parties que cet accord ainsi que tous les documents qui s'y rattachent soient rédigés en anglais.