TERMS & CONDITIONS
1.
Definitions
In these terms and conditions the following terms shall have the meanings allocated to them:
"Activation" means the first time your software clients with your username(s) and password(s) connects to the relevant servers for appropriate service(s).
"Additional Period" means any stated length of period in respect of which the Charges have been paid or are payable after the Minimum Period;
"Charges" means the charges payable by you for the service(s) and/or the Softwares for any stated period at published rates;
"Minimum Period" means a period as stated commencing from the Start Date;
"WARESMASONS" ,"we" or "us" means Waresmasons Ltd of Suite 15, 4 Idowu Martins Street, Victoria Island, Lagos or her partners, where applicable.
"Privacy Policy" means the privacy policy governing our use of the personal information that we collect from you in connection with services and set out on our website at http://www.waresmasons.com/privacy
"Registration Details" means the personal information you provide on registration for the service(s) and which may be subsequently changed or amended by you or on your behalf;
"Service" means any of the services/softwares procurable on this website
"Software" means the client softwares procurable on this website;
"Software End User Licence Agreement" means the licence agreement you need to accept in order to use the Software;
"Start Date" means the date when the Service(s) or any part of it is first made available to you or when you first start to use the Service, whichever is the earlier;
"you/your" means the person with whom WARESMASONS or her partners is making the Agreement, as specified in the Registration Details.
2.
Personal Information and Cookies
2.1 The Registration Details that you provide shall be true, accurate and complete. You agree to inform WARESMASONS or her partners of any changes to your Registration Details immediately by e-mail addressed to WARESMASONS or her partners. If you are not the same person as the person who pays the Charges, then you warrant that you have informed and have obtained from the bill payer the necessary consents and permissions for registering or changing account payment details and to allow WARESMASONS to process such details.
2.2 WARESMASONS will respect your personal information and undertakes to comply with all applicable Data Protection legislation of The Federal Republic of Nigeria. By signing up for the Services you consent to our using and/or disclosing your personal data as follows and as further set out in the Privacy Policy:
2.2.1 Disclosing and using certain personal details including account details to a bank, credit card operator or other payment processor for the purposes of setting up a continuous payment authority and debiting the Charges;
2.2.2 Providing or arranging for third parties to provide any part of the Services including but not limited to customer care facilities and billing, email and tools and services, which may involve disclosing information about you to third parties solely for this purpose;
2.2.3 Providing you with, or facilitating the provision of communications about our Services or special offers from third parties, special announcements including but not limited to instructions, information, changes to the products, services and prices, organisational and administrative changes; communications from third parties regarding commercial offers; and Service newsletters that shall include but not be limited to Member benefits (which are unconditional rewards rewarding Members for their time with us); competitions and any other relevant information relating to the provision of our Services, inline with our Privacy Policy, available at http://www.waresmasons.com/privacy and
2.2.4 Providing personal data to partners, distributors of WARESMASONS with whom WARESMASONS have a commercial relationship for the purpose of accounting and auditing.
2.3 Use of your Registration Data will be in accordance with our Privacy Policy. Our use will however be subject to any preferences you set on the registration form in which you have provided Registration Details.
2.4 Other than as required by law, or as permitted under this Agreement, WARESMASONS shall not disclose your Registration Details to any third party without your permission inline with our Privacy Policy, available at http://www.waresmasons.com/privacy .
2.5 In order to provide you with the Services, cookies may be attach to your system that are essential to enable us to identify you as a Member to understand and facilitate your purchase of the Services. We also use cookies to ensure that our mailing tools are working correctly. You hereby consent to receiving the cookies by accepting these Terms of Use. Further details on how we use the information generated from the cookies is set out in our Privacy Policy.
2.6 As part of the Service, WARESMASONS or its partners may at its discretion, block certain web sites or domains and re-route you to other pages. By accepting these Terms of Use, You hereby consent to this. You can opt out of this for certain websites by setting a proxy exclusion for those sites in the Software.
3.
WARESMASONS' Obligations
3.1 In consideration of the Charges, WARESMASONS or its partners shall provide the Service(s) in accordance with the terms and conditions of this Agreement.
3.2 WARESMASONS does not accept any responsibility for any defects or errors in either the Service(s) or the Softwares.
3.3 You acknowledge that WARESMASONS cannot warrant that the Service(s) will be interruption free or that the transmission of information through the Service(s) will be secure. The Service(s) may be suspended for operational reasons (such as maintenance or Service upgrades) or because of an emergency. Before suspending or interrupting the Service (as aforesaid) WARESMASONS shall use reasonable endeavours to give you as much notice as possible.
3.4 You acknowledge that it is technically impracticable to provide the Service(s) free from errors and/or faults and WARESMASONS does not undertake to do so. WARESMASONS shall provide a Helpdesk Facility to enable faults to be reported and resolved but does not warrant that all faults will be corrected.
3.5 The obligations of WARESMASONS to provide the Service(s) where applicable, shall be conditional upon the Technical Requirements being satisfied;
3.6 Except as may be expressly stated in this Agreement, all warranties and conditions, whether express or implied by statute, common law or otherwise are hereby excluded to the fullest extent permitted by law.
4.
Your Obligations
4.1 You agree that as part of your wish to take part in the Service(s), some minor modifications may need to be made to your platforms( PC, Mobile Phone, etc) to make it operate with the Service(s). It is your responsibility to ensure that such modifications do not invalidate the terms of any warranty you may have concerning your platforms. WARESMASONS shall incur no liability for any claim that your warranty has been invalidated (if applicable) as a result of work carried out by you, WARESMASONS or its agents in order to make your platforms operate with the Service(s).
4.2 You may be allocated both a user name and a password in order to access the Service(s) and you will be responsible for keeping your password confidential and agree to take all necessary steps to ensure that it is kept secure and is not disclosed to any unauthorised person. You will inform us upon becoming aware of any suspected or actual unauthorised use of the Service(s) and will take all steps necessary (or requested by us) to prevent such use.
5.
Use of the Service
5.1 You shall not use the Service(s): (a) in a way that does not comply with the terms of any legislation or any licence applicable to you or that is in any way unlawful or fraudulent purpose or effect; (b) without prejudice to the generality of (a) above, in connection with the carrying out of a fraud or criminal offence against WARESMASONS and/or its agents, or any public telecommunications operator; (c) to send, knowingly receive, upload, download, use or re-use any material which is abusive, indecent, defamatory, obscene or menacing, or in breach of any copyright, confidence, privacy or any other rights; (d) to send or procure the sending of any unsolicited advertising or promotional material; (e) in a way that does not comply with any instructions WARESMASONS or its agents has given.
5.2 WARESMASONS shall have the right to enforce such provisions set out in Clause 5.1 above by suspending or terminating the provision of the Service to you if WARESMASONS knows you are in breach of such obligations.
5.3 You will indemnify WARESMASONS and/or its agents against any claims or legal proceedings that are brought or threatened against WARESMASONS and/or its agents by a third party: (a) because the Service(s) is used in breach of Clause 5.1 (a) to (f) inclusive; or (b) in circumstances where you are in breach of Clause 5.2.
5.4 You will notify WARESMASONS of any such claims or proceedings referred to in Clause 5.3 and keep WARESMASONS informed as to the progress of such claims and proceedings.
5.5 You will use the Software in accordance with the Software End User Licence Agreement.
6.
Intellectual Property Rights
6.1 You will agree to enter into any agreement reasonably required by the owner of the copyright in any software made available to you for the purpose of accessing the Service(s).
6.2 You acknowledge and agree that all intellectual property rights in the Service(s) (including, without limitation, any associated softwares) are vested and shall remain vested in their respective owners, WARESMASONS, its agents as appropriate.
7.
Intellectual Property Rights Indemnities
7.1 WARESMASONS will indemnify you against all claims and proceedings arising from the infringement of any intellectual property rights by reason of WARESMASONS' or its agents' provision of Service(s) to you. As a condition of this indemnity you must: (a) notify WARESMASONS promptly in writing of any allegation of infringement; (b) make no admission relating to the infringement; (c) allow WARESMASONS or its agents to conduct all negotiations and proceedings and give all your assistance in doing so (WARESMASONS will pay your reasonable expenses for such assistance); and (d) allow WARESMASONS or its agents to modify the Service(s), or any item provided as part of the Service(s), so as to avoid the infringement provided that the modification does not materially affect the performance of the Service(s).
7.2 The indemnity in Clause 7.1 does not apply to infringements caused by the use of the Service(s) in conjunction with other equipment or softwares not supplied by WARESMASONS or its agents, or to infringements caused by designs or specifications made by you, or on your behalf. You will indemnify WARESMASONS and its agents against all claims, proceedings and expenses arising from such infringements or alleged infringements.
8.
Charges
8.1 The initial payment you make will entitle you to service(s) for stated period. Each subsequent payment, where applicable, of the Charges will entitle you to use service(s) for a further Additional Period from the date of payment. Waresmasons reserves the right to change the Charges for each Additional Period provided that it informs you of such changes prior to your committing to pay for the relevant Additional Period.
8.2 WARESMASONS will endeavour, where applicable and possible, to fix any errors and/or faults but reserves the right to charge for additional functionality when available.
9.
Limitation of Liability
9.1 Neither party shall be liable to the other, either in contract, tort (including negligence) or otherwise for direct or indirect loss of profits, business or anticipated savings, nor for any indirect or consequential loss or damage or for any destruction of or impairment of access to any data arising in relation to this Agreement including, without limitation, WARESMASONS' ability where applicable, to provide Service(s).
9.2 The liability ofWARESMASONS in contract, tort (including negligence) or otherwise in relation to this Agreement is limited to the price paid by you for the Charges in the year (commencing from the Start Date or any anniversary of the Start Date) in which the liability first arose.
9.3 WARESMASONS or its partners, where applicable, warrants the physical media (i.e CD-Rom) and the physical documentation, to be free of defects in materials and workmanship for a period of 90 days from the original purchase date. If notified within this warranty period and if such notification is determined to be correct, WARESMASONS or its partners will, at its sole discretion, repair or replace the media or documentation affected. This limited liability is void if the damaged or defect has resulted from accident, abuse or misapplication.
9.4 Each provision of this Agreement, excluding or limiting liability, operates separately. If any part is held by a court to be unreasonable or inapplicable, the other parts shall continue to apply.
10.
Term and Termination
10.1 This Agreement will commence when we send you a confirmation email and may be terminated, where applicable, for any reason within 14 days of purchase for a full refund of the charges paid for the Minimum Period. Where applicable, 14 days prior to the expiry of the Minimum Period and each Additional Period, we will send you an email reminding you that the Charges will be debited for the next Additional Period, informing you of what the Charges are and of your cancellation rights. Where applicable, each time you pay Charges for an Additional Period, you will have 14 days from the date of payment to cancel the Agreement and receive a full refund of that payment.
10.2 Other than this you will not be entitled to a refund in full or in part for the remainder of the term of this Agreement.
10.3 In the event that WARESMASONS or its partners suspends the Service(s) to you pursuant to any breach by you of our payment terms, or in accordance with any pertinent clauses pursuant to this Agreement, you will not be entitled to a refund.
10.4 Termination in accordance with this Clause 10 shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either party and all provisions which are expressed to survive this Agreement or impliedly do so shall remain in full force and effect.
10.5 You may inform us in writing (including by email) at any time that:
(a) you wish to stop using the Service(s) immediately; or
(b) you do not wish to use the Service(s) after the end of the Minimum Period or the then current Additional Period as the case may be.
11.
Force Majeure
11.1 If either party is unable to perform any obligation under this Agreement because of a matter beyond that party's reasonable control such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving that party's employees), or acts of local or central Government or other competent authorities or events beyond the reasonable control of that party's suppliers, the party will have no liability to the other for that failure to perform.
11.2 If any of the events detailed in Clause 11.1 continue for more than four months either party may serve notice on the other terminating this Agreement.
12.
Variation
WARESMASONS or her partners reserves the right to vary the terms of this Agreement or the nature of the Service(s) (where the technical specification of the Service(s) is varied) at any time. The latest version of our Terms and Conditions will be available on our website and you should make sure that you check for any changes on a regular basis.
13.
Miscellaneous
13.1 The Agreement shall be governed by and construed in accordance with the Laws of The Federal Republic of Nigeria and the parties hereby agree to submit to the exclusive jurisdiction of the Federal High Court o Nigeria in respect of any dispute or matter arising out of or in connection with the Agreement.
13.2 This Agreement constitutes the entire agreement between the parties and supersedes representations, communications and prior agreements (oral or written). This Clause shall not apply to any statement, representation, or warranty made fraudulently, or to any provision of this Agreement that was induced by fraud for which the remedies available shall be all those available under the law.
13.3 Any notice or other communication to be given under the Agreement must be in writing to the other party and may be delivered or sent by email, pre-paid first class letter post or fax transmission at the party to be served last known address. Any notice or document shall be deemed served if delivered, at the time of delivery; emailed, at the time of delivery to your email server; posted, 48 hours after posting; and if sent by facsimile transmission, at the time of transmission.
13.4 This Agreement shall not be assigned, sub-contracted, sub-licensed or otherwise disposed of by you.WARESMASONS or its partners reserves the right to assign, sub-contract or otherwise transfer its obligations to provide the Service.
13.5 The illegality, invalidity or unenforceability of any provision this Agreement shall not affect the continuation in force of the remainder of this Agreement.
13.6 A person who is not party to this Agreement shall have no right to enforce any of these terms.
