1.1 “Agreement” means this Service Agreement.

1.2 “Customer” means any individual or entity who accepts this Agreement, has access to your account or uses the Services. Also referred to as “you”, “your” or “user”.

1.3 “eBusiness Guru” means eBusiness Guru Limited, a company registered in England and Wales under Company Number 7496147, whose registered address is at 9 Oliver Business Park, Oliver Road, Park Royal, London, NW10 7JB its affiliates and subsidiaries and their respective directors, officers, employees and agents. Also referred to as “we”, “us “or “our”.

1.4 “Order” means the Customer’s acceptance of the eBusiness Guru’s quotation for goods or Services.

1.5 “Services” means any or all the Services listed in the description of services section.

1.6 “User Content” means content provided by you to be presented and published as part of your Services.

1.7 “EaglePOS” and “LinnPOS” are trading names, products and subsidiaries of eBusiness Guru Limited.

 

2.1 Your access to and use of the Services are conditional upon your acceptance of, and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Services.

2.2 By accessing or using the Services, you agree to be bound by these terms. If you disagree with any part of the terms then you must not access the website or use the services provided by eBusiness Guru.

2.3 The Services are available only to users who can form legally binding contracts under applicable law. By using the Services, you represent and warrant that you are (i) at least eighteen (18) years of age, (ii) otherwise recognized as being able to form legally binding contracts under applicable law, and (iii) are not a person barred from purchasing or receiving the Services.

2.4 If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms “you”, “your”, “User” or “customer” shall refer to such corporate entity. If, after your electronic acceptance of this Agreement, eBusiness Guru finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations.

2.5 eBusiness Guru shall not be liable for any loss or damage resulting from eBusiness Guru’s reliance on any instruction, notice, document or communication reasonably believed by eBusiness Guru to be genuine and originating from an authorised representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, eBusiness Guru reserves the right (but undertakes no duty) to require additional authentication from you. You further agree to be bound by the terms of this Agreement for transactions entered into by you, anyone acting as your agent and anyone who uses your account or the Services, whether or not authorised by you.

2.6Your electronic acceptance of the terms of the invoice provided by eBusiness Guru and your use of eBusiness Guru’s Services signifies that you have read, understood, acknowledged, accepted and agreed to be bound by this Agreement.

2.7We may, in our sole and absolute discretion, change or modify this Agreement and any policies or agreements which are incorporated herein at any time, and such changes or modifications shall be effective immediately. Your use of the Services after such changes or modifications shall constitute your acceptance of this Agreement as last revised.

3.1 eBusiness Guru will provide you with an invoice by email to confirm the Services we will provide you, and the fees for your Services.

3.2 You agree to pay any and all prices and fees due for Services purchased or obtained within five (5) working days of your order of the Services or as set out in the invoice.

3.3 We accept all major credit cards, Direct Debit and PayPal for the payment of all our services & license purchases.

3.4 All card and PayPal payments are processed by PayPal. We DO NOT store any credit card or PayPal account information anywhere on our systems. Credit Cards are processed directly by PayPal and any recurring payment profile information is managed by PayPal.

3.5 Direct Debit payments are regulated by the appropriate agreement. The Direct Debit Guarantee covers refunds by the Bank or Building Society in case of error. It does not commit eBusiness Guru Ltd to offer a refund or other compensation where error is claimed.

3.6 Where Direct Debit payments are refused, Ebusiness Guru will charge a penalty of £20 + VAT.

3.7 eBusiness Guru shall be entitled to charge interest daily on overdue invoices from the date when payment becomes due from until the date of payment at a rate of 2% per annum above the base rate of the Bank of England rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

3.8 The Customer shall pay all amounts due in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).

3.9 eBusiness Guru shall be entitled to suspend or terminate the Services if you do not make payment according to the terms set out in the invoice. If eBusiness Guru provides you with more than one Service, we shall be entitled to suspend or terminate all these Service until your payment is complete.

3.10 If you are being billed on a monthly basis, your monthly billing date will be based on the date you purchased the Services, except where that date falls after the 28th of the month, in which case your billing date will be no later than the 28th of each month.

3.11 For Services billed on a monthly basis, unless specified otherwise in this Agreement, you must give eBusiness Guru three (3) months written notice should you wish to discontinue the Service.

3.11a For Apps provided by eBusiness Guru to Linnworks Customers through the Linnworks.net App Store, we expect a minimum of one month’s notice to cease subscription. This will be based on the calendar date notice is received, and where the difference in length of month means the next month has no comparable date we will apply the last day of the following month as the final day of your notice. Cancellation will be effective at 23:59 on the last date of the notice period.

3.11b Should you submit your notice after an invoice has been generated, and have another invoice due before your end date, you will be required to pay this invoice in full, and service will continue until that payment period has finished. No further invoice will be raised against your account past the end of your notice.

3.12 eBusiness Guru expressly reserves the right to change or modify its prices and fees at any time, and such changes or modifications shall be posted online and effective immediately without need for further notice to you.

3.13 In order to ensure that you do not experience an interruption or loss of Services, most Services offer an automatic renewal option. The automatic renewal option automatically renews the applicable Service for a renewal period equal in time to the most recent service period. eBusiness Guru will send you a reminder thirty (30) days prior to the expiry of your current service period.

3.14 eBusiness Guru will only provide a refund if you cancel an order within seven (7) days of the issuance of the invoice, and if eBusiness Guru has not yet begun work on the project or begun providing the Service.

 

4.1 To enable eBusiness Guru to perform its obligations under this Agreement the Customer shall:

(a) co-operate with eBusiness Guru;

(b) provide eBusiness Guru with any information reasonably required by eBusiness Guru; and

(c) obtain all necessary permissions and consents which may be required before the commencement of the Services.

 

4.2 If eBusiness Guru’s performance of any of its obligations under this Agreement are prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation:

(a) eBusiness Guru shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays eBusiness Guru’s performance of any of its obligations;

(b) eBusiness Guru shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from eBusiness Guru’s failure or delay to perform any of its obligations as set out in this clause 4.2; and

(c) the Customer shall reimburse eBusiness Guru on written demand for any costs or losses sustained or incurred by eBusiness Guru arising directly or indirectly from the Customer Default.

 

4.3 Without prejudice to any other rights to which eBusiness Guru may be entitled, in the event that the Customer unlawfully terminates or cancels the Services agreed to, the Customer shall be required to pay to eBusiness Guru as agreed damages and not as a penalty the full amount as set out in the original invoice, where the Customer agrees this is a genuine pre-estimate of eBusiness Guru’s losses in such a case. For the avoidance of doubt, the Customer’s failure to comply with any obligations under Clause 7.1 shall be deemed to be a cancellation of the Services and subject to the payment of the damages set out in this Clause.

4.4 In the event that the Customer or any third party, not being a sub-contractor of eBusiness Guru, shall omit or commit anything which prevents or delays eBusiness Guru from undertaking or complying with any of its obligations under this Agreement, then eBusiness Guru shall have no liability in respect of any delay to the completion of any project.

4.5 eBusiness Guru shall endeavour to complete the services within estimated time frames, but shall not be held liable for the delay in performance of any services.

4.6 Websites and webstores designed by us are built on and integrated with our hosting platform, and any attempt to migrate or otherwise transfer any such website or web store to another hosting provider is a material breach of this agreement.

4.7 You acknowledge and agree that:

(a) Your use of the Services, including any User Content, will comply with this Agreement and all applicable local, and international laws, rules and regulations.

(b) You will not collect or harvest (or permit anyone else to collect or harvest) any User Content or any non-public or personally identifiable information about another user or any other person or entity without their express prior written consent.

(c) You will not use the Services in a manner (as determined by eBusiness Guru in its sole and absolute discretion) that:

(i)Is illegal, or promotes or encourages illegal activity;

(ii) Promotes, encourages or engages in child pornography or the exploitation of children;

(iii) Promotes, encourages or engages in terrorism, violence against people, animals, or property;

(iv) Promotes, encourages or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking;

(v) Infringes on the intellectual property rights of another user or any other person or entity;

(vi) Violates the privacy or publicity rights of another user or any other person or entity, or breaches any duty of confidentiality that you owe to another user or any other person or entity;

(vii) Interferes with the operation of the Services;

(viii) Contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware; or

(ix)Contains false or deceptive language, or unsubstantiated or comparative claims, regarding eBusiness Guru or eBusiness Guru’s Services.

(d)You will not copy or distribute in any medium any part of the Services, except where expressly authorised by eBusiness Guru.

(e) You will not modify or alter any part of the Services or any of its related technologies.

(f) You will not access eBusiness Guru content or User Content (as defined below) through any technology or means other than through the Services provided, or as eBusiness Guru may designate.

(g) You agree to back-up all of your User Content so that you can access and use it when needed. eBusiness Guru does not warrant that it backs-up User Content, and you agree to accept as a risk the loss of any and all of your User Content.

(h) You will not re-sell or provide the Services for a commercial purpose, including any of eBusiness Guru’s related technologies, without eBusiness Guru’s express prior written consent.

(i)You are aware that eBusiness Guru may from time-to-time call you about your account, and that, for the purposes of any and all such call(s), you do not have any reasonable expectation of privacy during those calls; indeed you hereby consent to allow eBusiness Guru, in its sole discretion, to record the entirety of such calls regardless of whether eBusiness Guru asks you on any particular call for consent to record such call. You further acknowledge and agree that, to the extent permitted by applicable law, any such recording(s) may be submitted as evidence in any legal proceeding in which eBusiness Guru is a party.

 

4.8 We do not tolerate the transmission of spam. We monitor all traffic to and from our servers for indications of spamming and maintain a spam abuse complaint centre to register allegations of spam abuse. Customers suspected to be using our products and services for the purpose of sending spam are fully investigated. If we determine there is a problem with spam, we will take the appropriate action to resolve the situation.

4.9 eBusiness Guru reserves the right to modify, change, or discontinue any aspect of the Services, including without limitation prices and fees for the same, at any time.

 

5.1 Design Services

(a) If we provide you with Design Services where we design logos, standard Static websites, eBay stores, Amazon webstores, Play stores and/or eCommerce websites and provide post-publication updates and maintenance, the additional following terms and conditions apply to you.

i. You have two (2) weeks from the date of the invoice to provide eBusiness Guru with all the content necessary for the website or webstore.

ii. eBusiness Guru is not responsible for any delays caused by your failure to provide this information on time.

iii. eBusiness Guru is not responsible for loss of fees due to any delay in your providing the necessary information.

iv. You acknowledge and agree that any changes you request will extend the timescales for completion of the task.

v. Within ten (10) days of receiving notice that your website or webstore is ready for review, you must either

 

5.1.a.v.1 provide us with your revisions, or

5.1.a.v.2 notify us that you have no revisions. If you fail to take either such action within ten (10) days, eBusiness Guru reserves the right to charge you additional fees to make any further revisions.

eBusiness Guru expressly reserves the right to suspend, terminate or lock the Services at any time without notice if you fail to pay all outstanding invoices in a timely manner.

(b) All Services in your plan must be associated with a specific website or web store at the time of purchase and are not transferable to other accounts, websites or web stores thereafter. Provision of all Services included in your plan is dependent upon your active subscription to the Services. Failure to maintain your account in good standing will result in termination of any outstanding or pending Services in your plan, without refund or credit. Recurring billing for your Services plan will begin on the date of purchase.

(c) You are responsible for ensuring that any product posted for sale in your webstore is in compliance with all applicable laws and regulations where your items can be purchased. We reserve the right and sole discretion to determine whether the sale of any particular item is illegal or otherwise prohibited, and to ban the sale of any prohibited item(s) and/or cancel your webstore Service. Prohibited items include, but are not limited to, the following:

(d) Alcoholic beverages, tobacco, tobacco products, controlled substances, illegal drugs (including items used to manufacture controlled substances and illegal drugs), drug paraphernalia, prescription drugs, medical devices, miracle cure products;

(e) Firearms, ammunition, weapons, stolen goods or property, items that encourage, promote, facilitate or instruct others to engage in illegal activity

(f) Offensive material, hazardous items or substances, items that contain hazardous substances, living creatures, illegal wildlife products, pesticides, regulated plants and seeds;

(g) Gambling or items used for gambling, electronic surveillance equipment, unauthorized satellite broadcasts or signals, telephone services (including phone cards);

(h) Movies, promotional media, recopied media, resale software, resale video games, resale tickets, copied coupons, resale gift cards, membership clubs, rights of publicity, unauthorized celebrity images, unauthorized trademarked items or replicas of trademarked items, items that infringe upon an individual’s privacy;

(i) Domain names, real estate, credit or debit cards, Government IDs, licenses.

 

5.2 Shared Hosting Services

(a) If we provide you with Shared Hosting Services, where your site is placed within one or more servers and resources are shared between many users on the same servers, the additional following terms and conditions apply to you.

(b) Shared Hosting Services are invoiced monthly. You acknowledge and agree that these Services carry a one (1) month contractual term and you must give three (3) months written notice prior to renewal if you wish to cancel. If no notice is received, eBusiness Guru will automatically renew this Service and charge you the new fees accordingly.

(c) All Services in your plan must be associated with a specific website or webstore at the time of purchase and are not transferable to other accounts, websites or web stores thereafter. Provision of all Services included in your plan, is dependent upon your active subscription to the Services. Failure to maintain your account in good standing will result in termination of any outstanding or pending Services in your plan, without refund or credit. Recurring billing for your Services plan will begin on the date of purchase.

(d) eBusiness Guru expressly reserves the right to suspend or terminate or lock the Services at any time without notice if you fail to pay all outstanding fees in a timely manner.

(e) The following services are not included in any of the initial design plans, but may be purchased separately as Updates:

( i.) any revisions beyond the revisions included in your applicable Design plan;

(ii.) illustration or custom graphics, such as category graphics; and (iii)

(iii.) photo manipulation services, such as cutting the image out from the background, adding shadows, cleaning up the image from dust and scratches, making images a uniform size, and adjusting levels/brightness to match.

(iv.) The following photo manipulation services are not available, even as Updates: Colour correction or making a low-resolution image a higher resolution.

(v.) Subject to the terms and conditions of this Agreement, we shall endeavour to provide the Services on a twenty-four (24) hours a day, seven (7) days a week basis.

(vi.) You acknowledge and agree that from time to time the Services may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements that we undertake from time to time; or causes beyond our control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that we have no control over the availability of the Services on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard there to.

 

5.3 Dedicated Hosting Services

(a) If we provide you with our Dedicated Hosting Services, where an entire server is reserved exclusively for your account and usage and you will have exclusive rights to your server’s bandwidth, memory and storage space, and your server’s performance will not be affected by traffic and the usage patterns of other customers, the additional following terms and conditions apply to you.

(b) Dedicated Hosting Services are invoiced monthly. You acknowledge and agree that these Services carry a twelve (12) month contractual term and you must give three (3) months written notice prior to renewal if you wish to cancel. If no notice is received, eBusiness Guru will automatically renew this Service and charge you the new fees accordingly.

(c) All Services in your plan must be associated with a specific website or webstore at the time of purchase and are not transferable to other accounts, websites or web stores thereafter. Provision of all Services included in your plan is dependent upon your active subscription to the Services. Failure to maintain your account in good standing will result in termination of any outstanding or pending Services in your plan, without refund or credit. Recurring billing for your Services plan will begin on the date of purchase.

(d) eBusiness Guru expressly reserves the right to suspend, terminate or lock the Services at any time without notice if you fail to pay all outstanding fees in a timely manner.

(e) Subject to the terms and conditions of this Agreement, we shall endeavour to provide the Services on a twenty-four (24) hours a day, seven (7) days a week basis.

(f) You acknowledge and agree that from time to time the Services may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements that we undertake from time to time; or causes beyond our control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that we have no control over the availability of the Services on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard there to.

 

5.4 Email Marketing Services

(a) If we provide you with our Email Marketing Services where we will provide electronic marketing services for your website or webstore, the additional following terms and conditions will apply to you.

(b) eBusiness Guru is not responsible for the effectiveness or lack thereof of the Email Marketing Services.

(c) Email Marketing Services are invoiced monthly. You acknowledge and agree that these Services carry a twelve (12) month contractual term and you must give three (3) months written notice prior to renewal if you wish to cancel. If no notice is received eBusiness Guru will automatically renew this Service and charge you the new fees accordingly.

(d) eBusiness Guru expressly reserves the right to suspend or terminate or lock the Services at any time without notice if you fail to pay all outstanding fees in a timely manner.

 

5.5 Search Engine Optimization Services

(a) If we provide you with our Search Engine Optimisation (“SEO”) Services where we endeavour to increase website link popularity and drive traffic through various techniques such as optimising website structure, researching keywords and phrases, and other actions, the additional following terms and conditions will apply to you.

(b) eBusiness Guru has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future or the engine’s search and ranking algorithms. Your website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory.

(c) Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, eBusiness Guru does not guarantee top positions for any particular keyword, phrase or search term.

(d) You acknowledge and agree that you are responsible for proving the key words and phrases that should be used on the search engine. If you fail to provide these keywords eBusiness Guru will choose their own words and phrases.

(e) SEO Services are invoiced monthly. You acknowledge and agree that SEO Services carry a twelve (12) month minimum contractual term and you must give three (3) months written notice prior to renewal if you wish to cancel. If no notice is received eBusiness Guru will automatically renew this Service and charge you the new fees accordingly.

(f) eBusiness Guru expressly reserves the right to suspend, terminate or lock the Services at any time without notice if you fail to pay all outstanding fees in a timely manner.

 

5.6 Support Services

(a) If we provide you with our Support Services wherein we will provide email support, telephone support and shared hosting, the additional following terms and conditions will apply to you.

(b) Support services are provided for specific products. eBusiness Guru is not obligated to provide support services for products you have not retained such services for.

(c) A telephone and email based customer support service is available Monday – Friday from 9am to 5pm. This telephone number is provided to customers with access to the service.

(d) An extended support service is available Monday – Saturday from 8am to 6pm.

(e) A premium support service is available twenty-four (24) hours a day seven (7) days a week for an additional charge, dependent upon the product(s) or service(s) involved

(f) Support Services are invoiced monthly. You acknowledge and agree that these Services carry a twelve (12) month minimum contractual term and you must give three (3) months written notice prior to renewal if you wish to cancel. If no notice is received eBusiness Guru will automatically renew this Service and charge you the new fees accordingly.

(g) eBusiness Guru expressly reserves the right to suspend, terminate or deny access to update and change the status/contentof the Services at any time without notice if you fail to pay all outstanding fees in a timely manner.

(h) Where Support services are suspended for one product or service, eBusiness Guru reserves the right to suspend ALL services.

 

5.7 Data Management Services

(a) If we provide you with our Data Management Services, where eBusiness Guru does data entry for customer inventory and/or images and lists products on different platforms, the additional following terms and conditions will apply to you.

(b) You acknowledge and agree that you are responsible for providing the data and eBusiness Guru is not responsible for any mistakes in the data provided. Failure to provide the data will result in the loss of fees already paid.

(c) eBusiness Guru is not responsible for any delays caused by your failure to provide this information on time.

(d) eBusiness Guru reserves the right to modify, change, or discontinue any aspect of the Services, at any time.

(e) eBusiness Guru expressly reserves the right to suspend or terminate or deny access to update and change the status/content of the Services at any time without notice if you fail to pay all outstanding fees in a timely manner.

 

5.8 Linn Systems Limited Software Services

(a) If eBusiness Guru provides you with Linn Systems Limited Software Services (“Linnworks”) where eBusiness Guru provides software developed by Linn Systems Limited along with configuration, setup and training services, the additional following terms and conditions will apply to you.

(b) This Service is subject to a subscription agreement, the term of which is determined by the contract signed between you and eBusiness Guru. For clients with a specific fixed-term contract, as outlined in the agreement, the subscription is bound to the term specified therein. In the absence of a fixed-term contract, the subscription will default to a month-to-month basis.

For month-to-month contracts, you may cancel the service by providing a written notice of 30 days. For fixed-term contracts, a written notice of 90 days is required prior to the end of the current contract term for cancellation or non-renewal. Failure to provide timely notice will result in the automatic renewal of the service: month-to-month contracts will continue on a monthly basis, and fixed-term contracts will renew for the same term as initially agreed upon, subject to the fees applicable at the time of renewal.

(c) eBusiness Guru expressly reserves the right to suspend or terminate or deny access to update and change the status/content of the Services at any time without notice if you fail to pay all outstanding fees in a timely manner.

(d) eBusiness Guru makes no representations or warranties about the Linnworks software offered in connection with the Services and expressly disclaims any liability or responsibility regarding the same.

(e) When using Linnworks, you acknowledge and agree to Linn Systems Limited’s Terms and Conditions located at www.linnworks.com/row-saas-agreement and which are incorporated by reference herein.

 

5.9 SMS Marketing services

(a) If we provide you with our SMS Marketing Services where we will provide electronic marketing services for your website or webstore, the additional following terms and conditions will apply to you.

(b) eBusiness Guru is not responsible for the effectiveness or lack thereof of the SMS Marketing Services.

(c) SMS Marketing Services are invoiced monthly. You acknowledge and agree that these Services carry a twelve (12) month contractual term and you must give three (3) months written notice prior to renewal if you wish to cancel. If no notice is received eBusiness Guru will automatically renew this Service and charge you the new fees accordingly.

(d) eBusiness Guru expressly reserves the right to suspend, terminate or deny access to update and change the status/content of the Services at any time without notice if you fail to pay all outstanding fees in a timely manner.

 

5.10 Point of Sale Software (EaglePOS)

(a) If we provide you with our Point of Sale solution (“EaglePOS”, “LinnPOS”), the additional following terms and conditions will apply to you.

(b) Support Services are invoiced monthly. You acknowledge and agree that these Services carry a twenty-four (24) month minimum contractual term and you must give three (3) months written notice prior to renewal if you wish to cancel. If no written notice is received eBusiness Guru will automatically renew this Service and charge you the new fees accordingly.

(c) The EaglePOS hardware is provided with a 12 month Return to Base (“RTB”) warranty. Repairs after this period are chargeable.

(d) After the minimum term, there is a minimum fee of £175 + VAT per site, per year for the software license, unless over-ridden by a separate contract between you and eBusiness Guru.

(e) After the minimum term, a three (3) month notice period is required for cancellation of the service.

(f) If you cancel before the end of a paid license period outside of the minimum term, no monies will be returned from the annual license fee(s).

(g) If the 3 month cancellation period overlaps into a new contractual year, eBusiness guru reserves the right to invoice you accordingly.

(h) A telephone and email based customer support service is available Monday – Friday from 9am to 5pm. This telephone number is provided to customers with access to the service.

(i) An extended support service is available Monday – Saturday from 8am to 6pm.

(j) A premium support service is available twenty-four (24) hours a day seven (7) days a week for an additional charge.

(k) eBusiness Guru expressly reserves the right to suspend, terminate or deny access to update and change the status/content of the Services at any time without notice if you fail to pay all outstanding fees in a timely manner.

 

5.11 Software Development Services

(a) If we provide you with our software development services where we will provide customised (“Bespoke”) software or scripting for your business, the additional following terms and conditions will apply to you.

(b) The Customer acknowledges and agrees to enter into a separate maintenance agreement for support services should you require eBusiness Guru to facilitate maintenance of the bespoke software or mobile application. The terms of service for eBusiness Guru’s support services can be provided upon request.

(c) eBusiness Guru will provide development services to develop the bespokesoftware,and applications for the client and grant the client a license to use these bespoke deliverables.

(d) You have one (1) week to provide eBusiness Guru with all the content necessary for the development of the bespoke deliverables.

(e) eBusiness Guru is not responsible for any delays caused by your failure to provide this information on time.

(f) eBusiness Guru is not responsible for loss of fees due to any delay in your providing the necessary information

(g) You acknowledge and agree that any changes you request will extend the timescales for completion of the task.

(h) Within four (4) days of receiving notice that your bespoke software is ready for review, you must either:

(i.) provide us with your revisions, or

(ii.) notify us that you have no revisions. If you fail to take either such action within four (4) days eBusiness Guru expressly reserves the right to suspend or terminate the bespoke software and development services without further notice.

(i) eBusiness Guru expressly reserves the right to suspend or terminate or lock the Bespoke software and development services at any time without notice if you fail to pay all outstanding invoices in a timely manner.

(j) All development services in your plan must be associated with a specific bespoke software project at the time of purchase. and are not transferable to other bespoke deliverables thereafter. Provision of all development services included in your plan, is dependent upon your active subscription to the development services. Failure to maintain your account in good standing will result in termination of any outstanding or pending bespoke deliverables in your plan, without refund or credit on the date of purchase.

 

5.12 Linnworks Apps

(a) These Terms and Conditions apply to you if you are using one of our Apps that interact with Linnworks. This includes both using them as a Trial, and under a paid subscription.

(b) Our Linnworks Apps require an active and paid for Linnworks account to function. If your account is not active, then EBG are not responsible for our Apps also not functioning correctly. Subscriptions will not be refunded by EBG for an inactive Linnworks Account.

(c) Our Mobile Linnworks Apps are provided via the Google Play Store (Android) or the Apple App Store (iOS) as appropriate, and are subject to their Terms and Conditions and Access restrictions.

(d) Unless specified otherwise, EBG provides Linnworks Apps under a monthly subscription, with the terms specified within the App.

(e) Our Linnworks Apps are not administered by Linn Systems Ltd, and any billing queries MUST be addressed to eBusiness Guru Ltd directly.

(f) eBusiness Guru requires a minimum of 30 days’ notice of cancellation in writing (See 3.11a).

(g) Where you have taken up a 6 or 12 month subscription option, EBG reserves the right to repeat that billing amount unless notice is received of cancellation or change with 30 days notice, as per clause 5.12 f).

(h) eBusiness Guru is not liable for service interruptions or errors caused by issues with the Linnworks API or Linnworks itself.

(i) eBusiness Guru is not liable for outages or errors caused by circumstances outside of their control, including, but not limited to:

(i.) Internet Connection problems.

(ii.) Google Play/Apple App Store authentication outages.

(iii.) Hardware or Software updates other than to the specified app(s).

(iv.) Hardware failure for supporting servers.

(v.) Service availability problems with associated services (Including, but not limited to Groupon, Xero, Lazada, etc)

(j) eBusiness Guru is not responsible for the availability of the Linnworks App Store, or the availability and accessibility of Apps through that store or Linnworks.net itself.

(k) App Support Services are provided via a ticket system – EBG cannot guarantee timely responses to queries made outside of this system.

(l) App Support is available 9-5pm UK time, Monday to Friday. EBG staff will make a reasonable effort to monitor requests outside of these times and respond as appropriate.

(m) eBusiness Guru expressly reserves the right to suspend, terminate or lock access to the App(s) at any time without notice if you fail to pay all outstanding invoices in a timely manner.

(n) Where services are suspended for one product or service, eBusiness Guru reserves the right to suspend ALL services.

 

6.1 Except where specified in this Agreement:

(a) eBusiness Guru and its licensors own and control all of the copyright and intellectual property rights for our websites and the material contained within, and:

(b) The copyright is reserved, as are the intellectual property rights, for all the material on eBusiness Guru’s website.

6.2 While on the www.ebusinessguru.co.uk website, you may:

(a) Use a Web Browser to view the pages of our websites.

(b) Download pages from our websites for the purpose of caching in a Web Browser.

(c) Print content from the pages of our websites.

(d) Use services provided by our websites via a web browser

(e) Stream video and audio content provided through our websites.

6.3 The website and its content are only for use by yourself (for your personal and business purposes). No other use is permitted.

6.4 You may not download content from our websites and/or save it on your computing device except where specifically specified.

6.5 You may not edit or change content from this website, except where explicitly permitted.

6.6 We reserve the right to restrict access to all or part of our websites at our discretion. You may not bypass or circumvent these restrictions to gain access to those areas.

6.7 Except where you own/control the appropriate rights, you must not, without explicit written permission:

(a) Display any material from our websites in public;

(b) sub-license, sell, or rent material from our websites;

(c) Profit from or exploit material from our websites for a commercial purpose; Or

(d) republish material originating on our websites(s) (including republication on another website);

(e) exploit or profit from material from our websites for a commercial purpose; or

(f) redistribute material from our websites.

6.8 You may not use data collected from our website for the purposes of contacting individuals, companies or other persons.

6.9 When supplying information to us through our website, or in relation to the website, you must ensure it is accurate, free of error, true not misleading and current.

6.10 You must not:

(a) use our website, or an action available on our website in a way that is illegal, fraudulent, harmful or unlawful, or in connection with illegal, fraudulent, harmful or unlawful activity

(b) use our website, or an action available on our website in a way that would damage, or otherwise impair the functioning of the website and associated services.

(c) use our website to host, store, copy, send, transmit, use, publish or distribute material which is linked to, or of use to any software that could be described as a computer virus, trojan, keylogger, spyware, rootkit or other malicious software product.

(d) access, or otherwise use our website through a spider, robot or other automated means without explicit permission.

(e) modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

(f) conduct automated or systematic data collection activities upon our website (scraping, data mining, data extraction or data harvesting) without explicit permission.

(g) use data originating on our website for direct marketing activities (including telemarketing, SMS marketing, email marketing and direct mailing, without limitations)

6.11 eBusiness Guru does not warrant or represent:

(a) the completeness or accuracy of the information published on our website;

(b) that the material on the website is up to date; or

(c) that the website or any service on the website will remain available.

6.12 We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. Access to our site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our site without notice. We will not be liable to you if for any reason our site is unavailable at any time or for any period.

6.13 You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

6.14 We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

6.15 If you are a consumer user, please note that we only provide our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

6.16 We do not guarantee that our site will be secure or free from bugs or viruses.You are responsible for configuring your information technology, computer programmes and platform in order to access our site. You should use your own virus protection software.

6.17 We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

(a) use of, or inability to use, our site; or

(b) use of or reliance on any content displayed on our site.

(c) If you are a business user, please note that in particular, we will not be liable for:

(d) loss of profits, sales, business, or revenue;

(e) business interruption;

(f) loss of anticipated savings;

(g) loss of business opportunity, goodwill or reputation; or

(h) any indirect or consequential loss or damage.

7.1 “User Content” means content provided to us by you to be presented and published as part of the Services to include but not limited to photographs and graphics, audio, video, written content and prose, and logos and graphical elements.

7.2 By posting or publishing ‘User Content’ you represent and warrant to eBusiness Guru that

(a) the User Content does not violate the rights of any third party.

(b) you grant eBusiness Guru a worldwide, irrevocable, non-exclusive and royalty free license to use, update, reproduce, publish, store, and adapt your content in regards to the services we provide you. With permission, we may use this content on this website, or as part of promotional content.

7.3 You shall be solely responsible for any and all of your User Content or User Content that is submitted through your account, and the consequences of, and requirements for, distributing it.

7.4 eBusiness Guru reserves the right (but undertakes no duty) to decide whether any item of User Content is appropriate and/or complies with this Agreement. eBusiness Guru may remove any item of User Content posted to a website hosted by eBusiness Guru and/or terminate a user’s access to the Services for posting or publishing any material in violation of this Agreement, or for otherwise violating this Agreement (as determined by eBusiness Guru in its sole and absolute discretion), at any time and without prior notice.

7.5 eBusiness Guru may also terminate a user’s access to the Services if eBusiness Guru has reason to believe the user is a repeat offender. If eBusiness Guru terminates your access to the Services, eBusiness Guru may, in its sole and absolute discretion, remove and destroy any data and files stored by you on its servers.

7.6 If you have a website or other content hosted by eBusiness Guru, you shall retain all of your ownership or licensed rights in User Content.

7.7 By posting or publishing User Content through the Services, you authorise eBusiness Guru to use the intellectual property and other proprietary rights in and to your User Content to enable inclusion and use of the User Content in the manner contemplated by this Agreement.

7.8 You hereby grant eBusiness Guru a worldwide, non-exclusive, royalty-free, sub licensable (through multiple tiers), and transferable license to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your User Content in connection with the Services and eBusiness Guru’s business, including without limitation for promoting and redistributing all or part in any media formats and through any media channels without restrictions of any kind and without payment or other consideration of any kind, or permission or notification, to you or any third party except where stated otherwise in an agreement.

7.9 You also hereby grant each user of these Services a non-exclusive license to access your User Content (with the exception of User Content that you designate “private” or “password protected”) through the Services, and to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your User Content as permitted through the functionality of the Services and under this Agreement.

7.10 The above licenses granted by you in your User Content terminate within a commercially reasonable time after you remove or delete your User Content.

7.11 You understand and agree, however, that eBusiness Guru may retain (but not distribute, display, or perform) server copies of your User Content that have been removed or deleted. The above licenses granted by you in your User Content are perpetual and irrevocable. Notwithstanding anything to the contrary contained herein, eBusiness Guru shall not use any User Content that has been designated “private” or “password protected” by you for the purpose of promoting eBusiness Guru except where stated otherwise in an agreement.

7.12 You agree not to circumvent, disable or otherwise interfere with the security-related features of the Services (including without limitation those features that prevent or restrict use or copying of any eBusiness Guru Content or User Content) or enforce limitations on the use of the Services, the eBusiness Guru Content or the User Content therein.

7.13 You are responsible for maintaining the security of your account. You are also solely responsible for the activity that occurs on your account, whether authorised by you or not. You must keep your account information and passwords secure. We expressly disclaim any responsibility or liability for any unauthorised use of or access to your account.

7.14 If you are accessing the Services from a country other than the country in which our servers are located, your communications with us may result in the transfer of information (including your account information) across international boundaries. By agreeing to this Agreement and communicating electronically with us, you consent to such transfers.

 

8.1 As part of the Services, you may be allowed to use certain photographs, illustrations, or other images and/or software, widgets, or other applications developed, owned, or licensed by third-party providers as we may contract with from time to time. If the images and/or software are accompanied by or require consent to a license agreement from the third-party provider, your use of the images and/or software is subject to the terms and conditions of such license agreement, which are in addition to (not in lieu of) the terms and conditions of this Agreement.

8.2 You acknowledge and agree that:

8.3 the images and/or software have not been sold or distributed to you;

8.4 you may use the images and/or software only as part of the Services;

8.5 you may not remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that are contained in or on the Images/Software; and

8.6 We may provide your personal information to third-party providers as required to provide the third-party images and/or software. We reserve the right to modify, change, or discontinue use of images and/or software at any time, and you agree to cooperate in performing any steps necessary in connection there with.

 

9.1 Subject to the terms and conditions of this Agreement and to the extent applicable, we shall endeavour to provide the Services on a twenty-four (24) hours a day, seven (7) days a week basis.

9.2 You acknowledge and agree that from time to time the Services may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements that we undertake from time to time; or causes beyond our control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures.

9.3 You acknowledge and agree that we have no control over the availability of the Services on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard thereto.

9.4 For Server Hosting (Web site provision, web site maintenance, server maintenance) we commit to a 95% or above availability for the servers, whether shared or single-server. Exempted from this commitment are periods of time where the server is unavailable through no fault of our own because of an external network outage or other issues outside of our control (force majeure, faults that are the responsibility of third parties or the customer.)

9.5 Because of the complexity of the network infrastructure used by the servers to connect to the wider internet and the rest of the world, and the fact that the servers used may be located in physically and geographically separate data centers for continuity of service, there are a range of different components in between them, both passive and active (Routers, switches and other devices). These devices and connection have a physically constrained maximum capacity for data throughput. This means unless we have committed to specific data transmission speeds for your server, the performance will vary based on a number of factors. They may reach the specified maximum capacity of one or more devices where that differs to other parts of the system, for example, causing variances outside of our direct control in the overall bandwidth capacity of a given server, but we must strive to balance individual customers’ needs. Where an agreement and a guarantee have been provided, additional measures and costs will allow for meeting the agreed constraints.

9.6 Because we support servers hosting a wide variety of software packages and plugins in different configurations, and we don’t control all of these components and combinations, there are limits to the guarantees we can provide for reliability and performance, since there may be issues of compatibility. This means that we provide resources on a ‘best effort’ basis, which will be made available for the requested/specified functions based on availability and physical constraints, in combination with the undertaking to not adversely compromise other customers’ services, or yours when managing their services.We will aim to meet, where possible, our obligations to all of our customers, or as close to as is physically possible (See 9.5.)

10.1 Ebusiness Guru expressly reserves the right to suspend. terminate or deny access to update and change the status/content of the Services at any time without notice if you fail to pay all outstanding fees as per the invoice provided by Ebusiness Guru.

10.2 Ebusiness Guru expressly reserves the right to cancel the Services provided to you if you fail to provide the necessary content and information for the provision of the Services within two (2) weeks of Ebusiness Guru’s request.

10.3 Ebusiness Guru expressly reserves the right to deny, cancel, terminate, suspend, freeze, or modify access to (or control of) any account or Services for any reason (as determined by Ebusiness Guru in its sole and absolute discretion), including but not limited to non-payment, violation of legal statutes, using our services to produce and distribute spam or publishing any material in violation of this Agreement.

10.4 All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, intellectual property, indemnity and limitations of liability.

 

11.1 In addition, you specifically acknowledge and agree that no oral or written information or advice provided by eBusiness Guru and/or its third party service providers will be disclosed where it may be commercially sensitive without permission.

11.2 All intellectual property rights in or arising out of or in connection with the Services shall be owned by eBusiness Guru except where stated otherwise in the agreement.

11.3 You acknowledge that, in respect of any third party intellectual property rights, your use of any such intellectual property rights is conditional on eBusiness Guru obtaining a written licence from the relevant licensor on such terms as will entitle eBusiness Guru to license such rights to you.

 

12.1 You specifically acknowledge and agree that your use of the services shall be at your own risk. These services are provided on an “As is” basis, “As available” and “With all faults”. We disclaim all implied warranties of Title, Merchantability, fitness for a particular purpose or non-infringement, as do our Third party service providers.<p/p>

12.2 In addition, you specifically acknowledge and agree that no oral or written information or advice provided by eBusiness Guru and/or its Third party service providers will be disclosed where it may be commercially sensitive without permission.<p/p>

12.3 We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.<p/p>

12.4 We will not be liable to you in respect of any special, indirect or consequential loss or damage.<p/p>

12.5 We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.<p/p>

12.6 We will not be liable to you in respect of any loss or corruption of any data, database or software.<p/p>

12.7 You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).<p/p>

13.1 In no event shall eBusiness Guru and its third party providers be liable to you or any other person or third party entity for more than 60% of the monies paid for the current project, in respect of any direct, Indirect, Incidental, special, punitive or consequential damages whatsoever, regardless of cause.

 

14.1 You agree to protect, defend, indemnify and hold harmless eBusiness Guru and our third party service providers from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, legal fees) imposed upon or incurred by eBusiness Guru directly or indirectly arising from:<p/p>

14.2 Your use of the Services;<p/p>

14.3 Your violation of any provision of this Agreement<p/p>

14.4 You acknowledge and agree that you will protect, defend, indemnify and hold harmless us from and against any and all claims imposed upon or incurred by us directly or indirectly arising from your use or misuse of any third-party images and/or software. You acknowledge and agree that the providers of the third-party images and/or software are third-party beneficiaries to this Agreement for purposes of enforcing only their rights under this Agreement.<p/p>

14.5 This clause shall survive any termination or expiration of this Agreement or your use of the development services.<p/p>

Data Protection & Privacy

15.1 The user and eBusiness Guru undertake to comply with the provisions of the General Data Protection Register (GDPR), and any applicable Data Protection and Privacy legislation applicable in any jurisdiction in so far as the same relates to the provisions and obligations of this agreement. eBusiness Guru collects Personal Information when you use our Services, which may also include information about the devices you use to do so.

15.2 It is your sole responsibility to ensure that the Personal Information you provide for use with our services does not infringe the GDPR or applicable legislation regarding the permission to hold and process Personal Information (See 15.3). For the avoidance of doubt, eBusiness Guru accepts no responsibility whatsoever for any such infringement or alleged infringement.

15.3 The GDPR defines Personal Information as information which is related to, or could directly or indirectly identify an individual or identifiable natural person. This includes, but is not restricted to: Names, addresses, phone numbers, dates of birth, identification numbers, gender, cultural or religious information, IP addresses, device information (MAC Addresses), cookies and advertising identifiers, marketplace logins and IDs, financial information, geo-location information, social media information and preferences. eBusiness Guru does not consider data that has been anonymised or aggregated to be Personal Information where it no longer can be used to identify a specific natural individual either directly, or in combination with other information.

15.4 eBusiness Guru holds certain Personal Information about you, as a customer that uses our services. This information (Name, Address, Phone Number, Email Address) is provided when we establish a contract for the provision of goods and/or services, and is held for the purposes of providing those services, including billing for them, visiting you, or posting physical items to you (if required). Other information that you may provide for specific Services or Applications is provided voluntarily as it is necessary to provide the Service(s). The act of paying for the service after being given the opportunity to review these Terms & Conditions is taken as consent to enter into the contract.

15.5 When you enter into a contract with eBusiness Guru, you are contracting with: eBusiness Guru Ltd, Stanmore Business & Innovation Centre, Stanmore Place, Honeypot Lane, London, HA7 1BT. We are the Data Controller for the information you provide to us, or the Data Processor where our products or services are using the data you provide to us. We may store the Personal Information you provide on servers based in the UK, or in other countries based on the partners we use for cloud and dedicated server storage, including the US, Eire and India

15.6 Where we receive Personal Information about you from a 3rd party or partner, we undertake to contact you within thirty (30) days to confirm what data we have been provided, how and why it will be used (Right to be informed).

15.7 All Personal Information that is held by eBusiness Guru is stored securely and encrypted for the purposes of protecting your privacy. Access is restricted to our own staff excepting where permission is given or implicit in providing a service to you.

15.8 We undertake that we shall not share Personal Information with 3rd parties or partners excepting where required to record financial information (Xero), execute a requested application function (Connections to external systems such as GroupOn, Xero, Amazon), or by specific permission by yourself to execute communication regarding marketing.

15.9 Where we collect payment from you, if that payment is not via direct Bank Transfer, then we do not hold or store any Personal Information relating to payment. This data is instead stored by the payment processor, be it PayPal or another specialist partner.

15.10 Where you do pay us via Bank Transfer, we will have access to Personal Information about the account you use to pay us from those transactions.

15.11 We are based in the UK, and under the provisions of UK Law we must retain data relating to financial transactions for 7 full financial years after the transaction. We will destroy such Personal Information after that point.

15.12 EU citizens’ Personal Information is protected by the GDPR. Should you wish to request details of the Personal Information we hold about you, (Right of Access), a copy of the Personal Information we hold about you (The Right to Portability), or to ask us to clear such Personal Information from our system (Right to Erasure), please contact us at the following email address (Address). We undertake to make reasonable efforts to comply with your request within thirty(30) days.

15.13 Where we hold Personal Information that does not need to be saved for financial purposes, and we have not received a request from you otherwise, we will undertake to delete this Personal Information within one (1) year of you ceasing your implicit contract to provide a service with us – Whether this is by requesting cancellation and service ceasing, ceasing payment and receiving notice of service being ceased by us, or us delivering a requested product and you accepting it as complete.

 

16.1 This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.

17.1 A person who is not a party to the Contract shall not have any rights to enforce its terms.

18.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales, and any dispute arising out of this Agreement shall submit to the exclusive jurisdiction of the courts of England and Wales.

18.2 eBusiness Guru makes no representation or warranty that the Services are appropriate in every country or jurisdiction, and use of the Services from countries or jurisdictions where its content is illegal is prohibited. Users who choose to use the Services are responsible for compliance with all local laws, rules and regulations.

19.1 The failure of a user or eBusiness Guru to exercise or enforce any right under this Agreement shall not be deemed to be a waiver of that right, nor operate to bar the exercise or enforcement of it at any time or times thereafter.

20.1 The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilised in any way to construe or interpret the agreement of the parties as otherwise set forth here in.

21.1 Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.

eBusiness Guru Ltd

Stanmore Business & Innovation Centre,

Stanmore Place,

Honeypot Lane,

London,

HA7 1BT

Email: [email protected]

Tel: 0208 090 4547