ACTINIC SHARED SSL SERVICE AGREEMENT ("this Agreement")
Please read this service agreement, if you go ahead and purchase you are accepting the terms and conditions and can begin registration.
This Agreement governs the provision of the secure credit card details capture service between Actinic Software Limited ("Actinic") and any End-user who agrees to its terms ("you") (together "the parties").
DEFINITIONS
"Actinic Product" means the current release of Actinic Catalog and Actinic Business software or its immediate predecessor;
"End-user" means an individual or company licensed to use an Actinic Product under an End-user Agreement;
"End-user Agreement" means the software licence agreement between Actinic and an End-user set out in the relevant Actinic Product as amended from time to time;
All capitalised terms shall have the same meaning given to them in the relevant End-user Agreement in this Agreement, unless specifically defined in this Agreement.
SHARED SSL SERVICE
Actinic will provide the secure credit card details capture service set out in Schedule 1 to this Agreement ("the Shared SSL Service").
You acknowledge that due to the multiple hardware and software environments into which the Actinic Product may be put, Actinic cannot guarantee that every Shared SSL Service transaction will be executed. Subject to and in accordance with the terms of this Agreement, Actinic's sole obligation is to provide reasonable and good faith efforts with reasonable skill and care to provide secure credit card details to you.
TERM
Actinic will provide the Shared SSL Service for a period of 12 months from the date you are issued your Shared SSL Service user id key, unless terminated earlier or extended in accordance with its terms (the "Term"). For the avoidance of doubt the Shared SSL Service will not be available until you have been issued with and entered your Shared SSL Service user id key.
WHERE THE SHARED SSL SERVICE WILL NOT BE PROVIDED
Actinic may not provide the Shared SSL Service where it reasonably determines (in its sole discretion) that:
systems and server maintenance is necessary;
your use of the Actinic Product is outside that set out in the Software Documentation;
your use of the Shared SSL Service is abusive or fraudulent;
you are using the Actinic Product for an adult, pornographic or distasteful site;
you are not using the current release of the Actinic Product or its immediate predecessor;
or
you have breached the End-user Agreement.
PAYMENT
Payment of the published fees shall be made annually in advance by direct debit, credit card or cheque. For the avoidance of doubt, Actinic shall have no obligations under this Agreement until it has received cleared funds to cover the published fees (for that 12 month period) of the Shared SSL Service relating to the relevant Actinic Product.
REFUNDS/RIGHTS TO WITHDRAW
You may cancel this Agreement without cause during the first 30 days from the date you accept this Agreement and Actinic will refund the Price, less a £20 (+ VAT) cancellation charge.
Actinic may terminate this Agreement on 3 months written notice to you. If Actinic terminates this Agreement in accordance with this paragraph it will refund you a pro rata proportion of the Price for any remaining months of the Term after the expiry of the notice period (for which you have paid but will not receive the Shared SSL Service).
RENEWAL OF AGREEMENT
This agreement will be renewed on the day following the last day of the Term for further 12 month periods unless you indicate you desire to terminate this agreement in writing at least 14 days prior to the last day of the Term.
VARIATION AND TERMINATION
Actinic may vary the terms of this Agreement relating to Payment and the Shared SSL Service on one month's written notice by email to the email address given on registration. Whenever such notice is given you shall have the right to terminate this Agreement if you have notified Actinic in writing of your intention to terminate before the end of the notice period. If you terminate this Agreement in accordance with this paragraph Actinic will refund you a pro rata proportion of the Price for any remaining months of the Term after the expiry of the notice period (for which you have paid but will not receive the Shared SSL Service).
Except as set out above, no amendment or variation shall take effect unless it is in writing and signed by an authorised representative of each of the parties.
Without prejudice to any other rights, Actinic may terminate this Agreement if you fail to comply with the terms and conditions of this Agreement, the End-user Agreement, or any other agreement with Actinic or if you suffer any form of insolvency or administration.
TRANSFERABILITY
The Shared SSL Service is non-transferable and is valid for the individual purchaser only (who must be an End-user).
EXCLUSION AND LIMITATION OF LIABILITY
1 Nothing in this Agreement shall exclude or limit the liability of either party for death or personal injury resulting from the negligence of that party or in respect of fraud or of any statements made fraudulently by that party, or arising under Part 1 of the Consumer Protection Act 1987 in respect of any defect in an Actinic Product
2 Subject to the exception set out in paragraph 1 above and to the extent permissible by law, Actinic will not be liable to you whether in contract (including under any indemnity or warranty), in tort (including negligence), under statute or otherwise for any (whether direct or indirect): (a) loss of profit; (b) loss of revenue; (c) loss of sales; (d) loss of anticipated savings; (e) loss or corruption of data; (f) loss of contract or opportunity; (g) loss of goodwill; (h) costs incurred in modifying Actinic Products (whether in accordance with the Software Documentation or not); (i) unreasonable costs in remedying any loss; or (j) indirect or consequential loss.
3 Subject to the exception set out in paragraph 1 above and to the extent permissible by law, in the event that Actinic is liable to you in contract (including under any indemnity or warranty), in tort (including negligence), under statute or otherwise its liability shall be limited to £300 for any one event or series of connected events.
4 Any action against Actinic must be brought within 2 years after the cause of action arises.
5 For purposes of this section, "Actinic" includes its employees, sub-contractors and suppliers.
6 You acknowledge that given the price paid for the Actinic Products and the Shared SSL Service package, the complicated nature of the software, the almost limitless number of software and hardware environment combinations into which the software might be introduced, the fact that Actinic cannot anticipate the particular purpose for which you are using the software (all of which may affect the provision of the Shared SSL Service) and the availability of insurance for any loss that the above limitations and exclusions are reasonable in all the circumstances.
7 If any provisions of this agreement are held to be invalid under any applicable statute or rule of law, they are to that extent omitted from the agreement without affecting the validity or enforceability of the remainder.
8 Neither party shall be liable for any delay in performing any of its obligations hereunder if such delay is caused by circumstances beyond the reasonable control of the party so delaying and such party shall be entitled to a reasonable extension of time for the performance of such obligations.
HIGH VALUE TRANSACTIONS
Actinic's maximum liability under this agreement is £300. You are therefore strongly advised to obtain insurance if you are using the Shared SSL Service to conclude high value transactions.
INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights and any analogous rights of any nature created during the provision of the Shared SSL Service are the property of Actinic. You hereby assign all right, title and interest in any such intellectual property rights and agree to provide any assistance that Actinic may require to perfect its title to such rights.
Nothing in this Agreement shall prevent or restrict Actinic from using and exploiting any intellectual property rights, techniques, tools, ideas or know-how created, used or developed during the provision of the Shared SSL Service for any purpose whatsoever.
You will keep Actinic fully indemnified against all reasonable costs, claims, expenses, judgments and liabilities suffered by Actinic howsoever arising through infringement of third party intellectual property rights in any software or other material you have combined with the Actinic Products when Actinic is performing its obligations in accordance with this Agreement.
GENERAL
This Agreement contains the whole agreement between the parties in relation to the Shared SSL Service and supersedes any prior written or oral agreements relating to the same. The failure or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy.
CHOICE OF LAW AND JURISDICTION
This agreement shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English Courts.
DATA PROTECTION
Both parties undertake to comply with provisions of the Data Protection Act 1998 ("the Act") in relation to the disclosure, use and storage of any personal information as defined in the Act.
You agree that for the purposes described above Your Data may be transferred to countries outside the EEA.
ACCEPTANCE OF TERMS
If you wish to go ahead and purchase the Actinic Shared SSL, you acknowledge that you have read and accept the terms and conditions of this agreement and are consenting to be bound by this agreement.
If you do not wish to continue, you are indicating that you do not agree to all of the terms of this agreement. The installation process will not continue and you will not be able to use the Shared SSL Service.
