Terms and Conditions,
Gnomen Ltd

Definitions

As used in this Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" means these online terms of use, any Order Forms, whether written or submitted online via PMS or CMS, and any materials available on the Gnomen website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Gnomen from time to time in its sole discretion; "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; "Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service; “Data Protection Legislation” means (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998; "Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Service, or by signing the Standard Agreement; "Standard Agreement" means the agreement that the customer signs to confirm that they are bound by these Terms and Conditions; "Initial Term" means the initial period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is monthly, the Initial Term is the first month); "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "License Administrator(s)" means those Users designated by you who are authorised to purchase licenses by executing written Order Forms and to create User accounts and otherwise administer your use of the Service; "License Term(s)" means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s); "Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent orders submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); "Gnomen" means collectively Gnomen Ltd. Having its principal place of business at Gnomen Ltd, Unit 2 Clarence Road, London, SE8 3EY; "Gnomen Technology" means all of Gnomen's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Gnomen in providing the Service; "Service(s)" means the specific edition of Gnomen's online customer relationship management, billing, data analysis, or other corporate ERP services identified during the ordering process, developed, operated, and maintained by Gnomen, accessible via http://www.gnomen.co.uk or another designated web site or IP address, or ancillary online or offline products and services provided to you by Gnomen to which you are being granted access under this Agreement, including the Gnomen Technology and the Content; "User(s)" means your employees, representatives, consultants, contractors or agents who are authorised to use the Service and have been supplied user identifications and passwords by you (or by Gnomen at your request); User License is defined by the amount of Users allowed within a Software License; "Template" means that the template is the design in which Gnomen' PMS's functionality and the customers content is displayed through. The customer does not own exclusivity of the template design unless the Exclusive Rights Option has been purchased; "Exclusive Rights Option" means if the customer purchases the template it will no longer be available for resell, this does not cancel out any previous sales of this template; "Software" means the online software application. It does not include the source code, nor can it be hosted anywhere other than Gnomen servers which access is not granted to; "Software License" means that Gnomen hereby grants the customer (the Licensee) a non-exclusive license (the "License") to use the online software supplied by Gnomen; "Non Exclusive Rights Option" means the standard option that is inclusive with the purchase of the complete CMS Package, this includes the choice of a pre-built templates and its functionality, with this option the customer is entitled to change the logo, top banner area and colour changes, the customer is not entitled to make changes with regard to layout or any html/structural changes this would require the Bespoke Option; "Bespoke Option" means re-designing the page layout and design according to an agreed design specification, this does not include new functionality but includes the rearrangement of existing functionality as per the customers choice of features and modules defined in the features list.

Data Protection, Privacy & Security; Disclosure

  • Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 2 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
  • Without prejudice to the generality of clause 2.1, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of personal data to Gnomen for the duration and purposes of this agreement.
  • You consent to Gnomen appointing Pentagram who are based outside of the EU as a third-party processor of personal data under this agreement.
  • Gnomen may, at any time on not less than 30 days’ notice to you, vary this clause 2 by replacing it with any applicable standard clauses or similar terms forming party of an applicable certification scheme.
  • Gnomen's privacy and security policies may be viewed at http://www.gnomen.co.uk/privacy . By entering into these terms and conditions, you hereby acknowledge that you have read and understood the contents of our Privacy Policy and agree to the terms contained therein. Gnomen reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Individual users, when they initially log in, will be asked whether or not they wish to receive marketing and other non-critical Service-related communications from Gnomen from time to time. They may opt out of receiving such communications at that time or at any subsequent time by emailing Gnomen will not have the option of opting out unless they terminate their Software License with Gnomen. Note that because the Service is a hosted, online application, Gnomen occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service.
  • You agree to indemnify and keep indemnified Gnomen against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Gnomen arising out of or in connection with your failure to comply with the Data Protection Legislation.

License Grant & Restrictions

Gnomen 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 Gnomen and its licensors.
You may not access the Service if you are a direct competitor of Gnomen, except with Gnomen'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.

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 or tortuous material, including material harmful to children or volatile 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.

Your Responsibilities

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, 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:

  • notify Gnomen immediately of any unauthorised use of any password or account or any other known or suspected breach of security;
  • report to Gnomen 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
  • not impersonate another Gnomen user or provide false identity information to gain access to or use the Service.

Account Information and Data

Gnomen 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 Gnomen, 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 Gnomen 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), Gnomen 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. Gnomen 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 Gnomen shall have no obligation to maintain or forward any Customer Data.
Any Agreements, Contracts and Standard Letters provided by Gnomen are free of charge and are provided as examples. The Agreements, Contracts and Standard Letters are the sole responsibility of the Customer, and are used at the Customer's risk. Gnomen shall not be responsible or liable for mis-information, changes of law or legislation. It is advised that the Customer seeks legal advice from a Solicitor before using any templates and fully understands the contents before proceeding to use it.

Intellectual Property Ownership

Gnomen alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Gnomen 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 Gnomen Technology or the Intellectual Property Rights owned by Gnomen. The Gnomen name, the Gnomen logo, and the product names associated with the Service are trademarks of Gnomen or third parties, and no right or license is granted to use them.

Intellectual Property Ownership

Gnomen alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Gnomen 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 Gnomen Technology or the Intellectual Property Rights owned by Gnomen. The Gnomen name, the Gnomen logo, and the product names associated with the Service are trademarks of Gnomen or third parties, and no right or license is granted to use them.

Third Party Interactions

During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Gnomen and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Gnomen does not endorse any sites on the Internet that are linked through the Service. Gnomen provides these links to you only as a matter of convenience, and in no event shall Gnomen or its licensors be responsible for any content, products, or other materials on or available from such sites. Gnomen provides the Service to you pursuant to the terms and conditions of this Agreement. You recognise, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.

Charges and Payment of Fees

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 are to be made annually or monthly consistent with the Initial Term, or as otherwise mutually agreed upon. All payment obligations are not cancellable and all amounts paid are non-refundable. You are responsible for paying for all User Licenses ordered for the entire License Term, whether or not Users are actively used. Each Software Account is allocated a number of User Licenses. These are the amount of Users permittable within each Software Account are limited by the number of User Licences. If you wish to reduce your User Licences for your software account, this can be done so by notifying the Accounts Department: accounts@gnomen.co.uk
You must provide Gnomen with valid credit card or approved purchase order information as a condition to signing up for the Service. An authorised License Administrator may add licenses by executing an additional written Order Form or by emailing gnomen.co.uk. Added licenses will be subject to the following: (i) added licenses will be coterminous with the pre-existing License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. Gnomen 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.
The price of the Products and/or Services is the price as quoted by Gnomen in the schedule. Unless otherwise specified the price is estimated and subject to variation, the price quoted is only valid for one month from the date that the Service Agreement is sent to the Customer for signing. The full price (less any interim payments) will be invoiced on completion of the Project. If the Project will take more than one month to complete or is ongoing Gnomen will be entitled to render monthly invoices. All invoices will be payable within 30 days of the date of the invoice. If any payment is not made by the customer on or before its due date Gnomen will be entitled to send reminder letters charged at a non pre-specified price but based on a percentage of the total value of the job. In addition Gnomen will be entitled to cease or suspend the project and the provision of any products or services under any other contract with the Customer. Any discounts, rebates or allowances which may have been agreed are conditional on payment being made in full when due.
In the event of any change in the applicable law or regulation that materially changes the cost of the Project, Gnomen Ltd. shall give the Customer written notice thereof and the Customer shall have 30 days to accept or to tender notice of termination. Any Products and/or Services provided after the 30 day period shall be at the increased rate. Prices for Products and/or Services are exclusive of VAT and, where applicable, any additional or substitute taxes, fees or charges whatsoever and whenever, all of which shall be paid by the Customer. Payment for a website purchase is due in full once the website has been integrated in the CMS, and CMS login details for has been given to the customer to make amendments.
The website payment due is not dependant on the customer in anyway, for instance due to the customer not being "ready to go live", for their own personal reasons, nor for any reason if the website is being delayed because our team are waiting on information from the customer. Once the website has been completed, i.e. the chosen template has been integrated in the CMS, payment is due in full regardless of free additions if agreed, such as an LCD Window Display Slideshow, logo, or any other free items included in the package. Additions that we offer such as the LCD Window Display Slideshow, logo design, mobile version of the website etc. do not hold any monetary value, and cannot in any way be converted into discounts, cash, refunds or credit. Deposits given to Gnomen are non refundable, any charges that occur by the client are chargeable, if the contract is breached or if the customer wishes to terminate agreement. Payment for the software setup is due immediately, unless agreed otherwise.
If paying by direct debit, please note that Gnomen Ltd has appointed the BACS Approved Direct Debit Bureau, Eazy Collect Services Limited (www.eazycollect.co.uk), to collect your payments. Gnomen will be shown on your bank statement for these direct debit payments. www.eazycollect.co.uk

Time for Completion

Gnomen will use reasonable endeavours to ensure that the Project is completed within the time (if any) stated in the Scope and Project Planner, otherwise within a reasonable time, but any date given is estimated and may be subject to change due to unforeseeable circumstances. Gnomen, will not be liable for delays caused by circumstances beyond its reasonable control including without limitation any form of industrial action, inclement weather or default, delay or late or miss-deliveries by suppliers. Without limiting the above, Gnomen will not be liable for any delays caused by inaccuracy of information given by the customer, the failure of the customer to give necessary information or instructions or to make any preparations at the site reasonably required by Gnomen.

Excess Data Storage Fees

The maximum disk storage space provided to you at no additional charge is (i) 10 GB is provided with the Gnomen PMS Package. If the amount of disk storage required exceeds the 10 GB limit you will be charged the then current storage fees. Gnomen will not notify you when the average storage used per license has reached its limits although you can check your storage quota via the control panel. It is your responsibility to keep track of your storage quota limits and notify Gnomen should you require additional space. Gnomen will not be responsible if your storage has reached its limits and causes input restrictions. Gnomen reserves the right to establish or modify its general practices and limits related to storage of Customer Data.

Billing and Renewal

Gnomen charges and collects in advance for use of the Service. Gnomen will automatically renew and debit your account or issue an invoice to you (a) every month for monthly licenses, (b) each year on the subsequent anniversary for annual licenses, or (c) as otherwise mutually agreed upon. The renewal charge will be equal to the then-current sum of monthly payments or annual payments, unless Gnomen has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. You agree to provide Gnomen 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 and License Administrator. 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, Gnomen reserves the right to terminate your access to the Service in addition to any other legal remedies.
Unless Gnomen in its discretion determines otherwise: (i) entities with headquarters and a majority of users resident in the U.K will be billed in GBP payment terms and pricing schemes all other entities will be billed in U.S. dollars, Euros or local currency. If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

Non-Payment and Suspension

In addition to any other rights granted to Gnomen herein, Gnomen reserves the right to suspend or terminate this Agreement and your access to the Service if your account falls into arrears. Accounts in arrears are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User Licenses during any period of suspension. If you or Gnomen 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 Gnomen may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
Gnomen 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 Gnomen has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more in arrears.

Termination upon Expiration/Reduction in Number of Licenses

This Agreement commences on the Effective Date. For PMS / Estate Suite AND CMS licenses, the minimum Initial Term is one year (see "14(a)" below for Customers commencing after 31st of December 2010), or otherwise mutually agreed upon commencing on the date you agree to pay for the service during sign-up. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at Gnomen's then current fees. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term.
In the case of free trials, the following conditions are applicable. A 30 day free trial will be given. Gnomen 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. You agree and acknowledge that Gnomen has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination. If the Customer and Gnomen have agreed on a payment plan, i.e. if the Setup Fee or website design fee is arranged to be paid in installments over the course of a period of time, the full amount of the Setup Fee/Website Design Fee is payable, should the Customer terminate the contract after the website creation process has begun.

For Customers commencing after 31st of December 2010, the minimum Initial Term is one month. For Customers commencing after 31st of December 2010, 30 days notice is required to terminate the Agreement.

Termination for Cause

Any breach of your payment obligations or unauthorised use of the Gnomen Technology or Service will be deemed a material breach of this Agreement. Gnomen, 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. In addition, Gnomen may terminate a free account at any time in its sole discretion. You agree and acknowledge that Gnomen 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.

Force Majeure

Except with respect to payment obligations, neither party shall be liable for any failure of performance or equipment due to causes beyond such party's reasonable control, including but not limited to: acts of God, fire, flood or other catastrophes; any law, order, regulation, direction, action or request of any governmental entity or agency, or any civil or military authority; national emergencies, insurrections, riots or wars; unavailability of rights of way or materials; or strikes, lockouts, work stoppages, or other labour difficulties, provided however, the party to which the force majeure event has happened may use commercially reasonable endeavours to eliminate such an event.

Non-Solicitation

For the period of one year following the termination of this contract neither party shall knowingly solicit for employment, offer employment to or employ any of the other party's employees.

Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Gnomen 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 Gnomen 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.

Indemnity

The customer shall indemnify Gnomen Ltd, fully against all liabilities, costs, claims and expenses which Gnomen Ltd may incur as a result of work done in accordance with the customer's specifications involving infringement o any copyright, patent or other proprietary right.

Disclaimer of Warranties

GNOMEN 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. GNOMEN AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, 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, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) 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 GNOMEN AND ITS LICENSORS.

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. GNOMEN WILL TAKE ALL REASONABLE SECURITY MEASURES BUT WILL OT BE LIABLE IF A HACKER OR OTHER 3RD PARTY DAMAGES ANY PART O THE CUSTOMERS PROJECT.

Notice

Gnomen may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Gnomen's account information, or by written communication sent by first class mail or special delivery to your address on record in Gnomen'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 special delivery) or 12 hours after sending (if sent by email). You may give notice to Gnomen (such notice shall be deemed given when received by Gnomen) at any time by letters delivered by nationally recognised overnight delivery service or first class postage special delivery mail to Gnomen at the following address: Gnomen Ltd, Unit 2 Clarence Road, London, SE8 3EY in either case, addressed to the attention of: Mr Shafee Khan.

Modification to Terms

Gnomen 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.

Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of Gnomen but may be assigned without your consent by Gnomen to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Gnomen directly or indirectly owning or controlling 50% or more of you shall entitle Gnomen to terminate this Agreement for cause immediately upon written notice. The customer must only use the Services for its own purposes and must not sub-contract or allow any third parties to se any surplus capacity.

General

Invalidity, illegality or unenforceability of any part of these Terms and Conditions shall not affect the validity, legality or enforceability of the remainder. Gnomen Ltd's rights and remedies under the contract shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time by Gnomen Ltd. nor by any failure or delay by Gnomen Ltd. in asserting or exercising any such rights or remedies. The contract including these Terms and Conditions) shall be governed by and construed in accordance with English law. The headings in these Terms and Conditions are for convenience only and shall not affect their construction.

Template Design

Gnomen offers the clients a gallery of templates of which they are able to choose from. The default option (unless stated otherwise) is a "non-bespoke design". If the non-bespoke design option is chosen, Gnomen are only responsible for logo and colour adjustments. Any changes to the table structure, page layouts or design or content will require a "bespoke design option". Bespoke Design Option is chargeable at an extra cost, and the cost depends on the project specification. The monthly subscription fee does not include maintenance or design updates of the client's website. Design updates are made either at an extra charge or at the discretion of Gnomen Ltd. If any special agreement has been made between the sales person regarding any design related items, be it on the website, logo, etc. it is the customers responsibility to inform the design team of this via our project management tool Basecamp. Gnomen will only carry out web design work prior to the website going live. Once a website has been made live, the client has the responsibility maintain and update the website via the CMS. Gnomen will assume no responsibility for updates or design work after the website has been made live.
Gnomen reserve the right to add a credit/link on the bottom of the website templates in the form of "Powered and Design by Gnomen" or similar unless otherwise mutually agreed upon.
The template is the design of a web page in which Gnomen PMS/CMS'S functionality and the clients content is displayed through. The client does not own exclusivity of the template design unless the Exclusivity Option has been purchased. Should the client terminate the contract their site Content will be returned within the 30 days notice period. After the termination of contract the website content will be deleted. Should the client terminate the contract the templates will still remain the property of Gnomen unless the Exclusivity Option has been purchased; should there be no breach of contract and correct termination notice Gnomen will deliver the website templates in html format without the site content. The standard website features available can be seen on http://template1.gnomen-europe.com . Any feature or functionality non-existent on this website does not form a part of the standard specification, and therefore is not required in order for the website to be deemed as complete and suitable for use, unless mutually agreed upon.

Email service

Gnomen provides email service to its client if required. This is not part of the paid service and is provided for the ease of our clients. However as Gnomen do not charge for this additional service a fair usage policy is applicable to it; which includes: Maximum of 10 email addresses per paid domain.
• Additional email addresses will be charged at £2.50 / email address / month.
• This is a pop3 based service so Gnomen is not responsible of storage of email data.
• Email data older than 3 months are deleted automatically from Gnomen servers.

Termination of Contract

It is necessary to give Gnomen one month of notice to terminate the contract. The contract termination will be one month from the date the notice has been given. Any money owed to Gnomen at the point of termination needs to be paid in full. Gnomen PMS account data and websites are deleted one month after (or thereabouts) the contract has terminated, unless otherwise agreed.

Gnomen Ltd, 2nd Floor, Unit 2 Greenwich Quay, Clarence Road, London, SE8 3EY. Company no: 5607551| VAT no: 893 6772 63 ~ info@gnomen.co.uk