1.2 When certain words and phrases are used in these Terms, they have specific meanings (these are known as "defined terms"). You can identify these defined terms because they start with capital letters (even if they are not at the start of a sentence). Where a defined term is used, it has the meaning given to it in the section of these Terms where it was defined (you can find these meanings by looking at the sentence where the defined term is included in brackets and speech marks).
1.3 In these Terms, when we refer to "we", "us" or "our", we mean Excel; and when we refer to "you" or "your" we mean:
1.3.1 you, the person accessing or using the Website; and
1.3.2 where applicable, the business on whose behalf you are acting.
1.4 If you are acting on behalf of your employer or another business when you access and use the Website, you represent and warrant that:
1.4.1 you have full legal authority to bind your employer or that business; and
1.4.2 you agree to these Terms on behalf of the business that you represent.
1.5 Please note that certain functions made available on the Website are governed by additional terms and conditions, including purchases on the Website, which are governed by our Terms of Sale (available here)
2. THE WEBSITE
2.2 You are responsible for making all arrangements necessary for you to have access to the Website. You are also responsible for ensuring that all persons who access the Website through your internet connection are aware of these Terms and that they comply with them.
2.3 The Website and the content on it are provided for general information purposes only. They are not intended to amount to advice on which you should rely.
3. ACCEPTABLE USE
3.1.1 use the Website in any way that breaches these Terms or any applicable local, national or international law or regulation;
3.1.2 copy, or otherwise reproduce or re-sell any part of the Website unless expressly permitted to do so in these Terms; or
3.1.3 do any act or thing that might damage, disrupt or otherwise interfere with the operation of the Website or any equipment, network or software used in operating the Website.
User Generated Content
3.2 If it is the case that you supply/upload any content to the Website – whether it be pictures, text, sound recordings or whatever – the content you supply ("User Generated Content") must comply with the following rules:
3.2.1 it must not be obscene, abusive, offensive or racist and it must not promote or propose hatred or physical harm against anyone;
3.2.2 it must not harass or bully another person;
3.2.3 it must be true and honest so far as you know;
3.2.4 it must not: (a) constitute pornography; or (b) be sexual or sexually suggestive involving minors;
3.2.5 it must not be defamatory of anyone;
3.2.6 it must not use the material or content or infringe the rights or privacy of anyone else; for example, you should not use images of well-known characters, footage or music (unless it is your own or you have permission to use it);
3.2.7 it must not contain someone else’s personal details or confidential information relating to other people;
3.2.8 it must not promote discrimination, whether based on race, sex, religion, nationality, disability, sexual orientation or age;
3.2.9 it must not promote or condone terrorism, violence or illegal behaviour;
3.2.10 it must not be harmful to minors in any way;
3.2.11 it must not impersonate any person, or misrepresent your identity or affiliation with any person;
3.2.12 it must not give the impression that it emanates from or is endorsed by us, if this is not the case; and
3.2.13 it must not violate these Terms.
3.3 User Generated Content will be treated as non-confidential and non-proprietary. As such, we strongly recommend that you think carefully about what you upload to the Website.
3.4 We take no responsibility for, and we do not expressly or implicitly endorse, any User Generated Content. By submitting your User Generated Content, you agree that you have all rights, power and authority necessary to grant the rights to such User Generated Content as set out in these Terms. As you alone are responsible for your User Generated Content, you may expose yourself to liability if you post or share User Generated Content without all necessary rights.
3.5 We do not oversee, monitor or moderate any User Generated Content which is uploaded to the Website. If you become aware of any User Generated Content that breaches clause 3.2 above, please contact us at firstname.lastname@example.org, providing details of: (a) the date on which it was posted and where it can be found on the Website; (b) the username of the person who posted it; (c) reasons why the content should be deleted; and (d) copies of any communication with the person who posted it (if any).
3.6 We reserve the right to refuse to accept or refuse or cease to use any User Generated Content supplied by any person that we think contravenes these rules.
3.7 In addition, we may from time to time provide interactive services on the Website that shall enable you to upload User Generated Content, including, without limitation:
3.7.1 comment facilities;
3.7.2 chat rooms; and/or
3.7.3 bulletin boards, (together "Interactive Services").
3.8 Where we provide an Interactive Service, we will use reasonable endeavours to provide information to you about the kind of service offered and if it is moderated. However, we are under no obligation to oversee, monitor or moderate any Interactive Service we provide.
3.9 The use of any of our Interactive Services by a minor is subject to the consent of their parent or guardian. We advise parents who permit their children to use an Interactive Service that it is important that they communicate with their children about their safety online. Minors who are using any Interactive Service should be made aware of the potential risks to them.
3.10 We do not guarantee that the Website will be totally secure or free from bugs or viruses (although we have incorporated industry standard anti-virus technology into the Website). You are responsible for configuring your information technology, computer programmes and platform in order to access the Website and we recommend that you use your own virus protection software.
3.11 You must not misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not use any automatic or manual conduct, device, process, software, program, algorithm, methodology or routine, including a "robot," "spider", “scraping” or other similar process or functionality to interfere (or attempt to interfere) with, damage, disable or impose an unreasonable burden or load on, the operation of the Website. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Website will cease immediately.
4. INTELLECTUAL PROPERTY
4.2 You are not granted any right to use, and may not use, any of our intellectual property rights other than as set out in these Terms.
4.3 No part of the Website, including, without limitation, the text, designs, graphics, photographs and images contained in it, may be copied, reproduced, republished, uploaded, re-posted, modified, transmitted or distributed or otherwise used in any way for any non-personal, public or commercial purpose without our prior written consent. You must not engage in “scraping”, “spidering” or any similar process in relation to the Website.
4.4 Any communications or materials you send to us through the Website by electronic mail or other means will be treated as non-proprietary and non-confidential (other than communications in respect of your order if you use the Website to buy products from us). We are free to publish, display, post, distribute and otherwise use any ideas, suggestions, concepts, designs, know-how and other information contained in such communications or material for any purpose, including, but not limited to, developing, manufacturing, advertising and marketing us and our products.
User Generated Content
4.5 You will retain ownership of your User Generated Content, subject to any pre-existing rights that third parties may have in its content. If your User Generated Content contains material and/or content owned or generated by a third party, you should ensure that you have permission from that third party to use such material and/or before posting your User Generated Content on the Website.
4.6 You grant us a non-exclusive, irrevocable, royalty-free, sub-licensable, fully paid up, perpetual, worldwide licence to use, copy, modify, adapt, amend, prepare derivative works of, publish, transmit and distribute the User Generated Content in any format and through any media for any purposes including (without limitation): (a) advertising, marketing and promotion, including in relation to the Website and Excel; (b) providing the services available through the Website; and (c) allowing other users of the Website and other third parties to view and access your User Generated Content (it being agreed that such rights shall last for 99 years in territories where a perpetual licence may not be granted).
5. OUR LIABILITY
5.1.1 death or personal injury caused by our negligence;
5.1.2 fraud or fraudulent misrepresentation; and
5.1.3 any matter in respect of which it would be unlawful for us to exclude or restrict our liability.
5.2 We assume no responsibility for the content of websites linked to from the Website (including links to our commercial sponsors and partners). Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.
If you are a business
5.3 If you are acting for purposes relating to your trade, business, craft or profession, then subject to clause 5.1:
5.3.1 in no event shall we be liable to you for any loss of profits, loss of revenue, loss of contracts, failure to realise anticipated savings or for any indirect or consequential loss, whether arising from negligence, breach of contract or otherwise; and
5.3.2 our total liability to you for any loss or damage arising out of or in connection with these Terms, whether in contract (including under any indemnity), tort (including negligence) or otherwise shall be limited to £100.
5.4 You shall indemnify and hold us harmless against any losses, costs, liabilities and expenses suffered or incurred by us and/or our affiliates as a result of any breach of these Terms.
If you are a consumer
5.5 If you are acting for purposes that are wholly or mainly outside you trade, business, craft or profession (a "consumer") then, save as set out in clause 5.1, the following sub-clauses apply.
5.5.1 Nothing in these Terms affects your statutory rights. Advice about your statutory rights is available from your local Citizens' Advice Bureau or Trading Standards Office.
5.5.2 You agree not to use the Website, or any content on the Website, 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.
5.5.3 You agree not to use the Website, or any content on the Website, 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. SUSPENSION AND TERMINATION
6.1.1 issue a warning to you;
6.1.2 temporarily or permanently remove any User Generated Content uploaded by you to the Website;
6.1.3 temporarily or permanently withdraw your right to use the Website;
6.1.4 issue legal proceedings against you for reimbursement of all costs resulting from the breach (including, but not limited to, reasonable administrative and legal costs);
6.1.5 take further legal action against you; and/or
6.1.6 disclose such information to law enforcement authorities as we reasonably feel is necessary to do so.
7. CHANGES TO THESE TERMS
8. OTHER IMPORTANT INFORMATION
8.2 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
8.3 If you are a consumer who is resident in the European Union and you wish to have more information on online dispute resolution, please follow this link to the website of the European Commission: http://ec.europa.eu/consumers/odr/. This link is provided as required by Regulation (EU) No 524/2013 of the European Parliament and of the Council, for information purposes only. We are not obliged to participate in online dispute resolution.
9. GOVERNING LAW AND JURISDICTION
9.2 You can bring proceedings in respect of these Terms in the English courts. If you are a consumer who is resident in the UK or the European Union, you may bring any dispute which may arise under these Terms to - at your discretion - either the competent court of England, or to the competent court of your country of habitual residence if this country of habitual residence is within the UK or is an EU Member State, which courts are - with the exclusion of any other court - competent to settle any of such a dispute. We shall bring any dispute which may arise under these Terms to the competent court of your country of habitual residence if this is in an EU Member State, or otherwise the competent court of England.
9.3 If you are a consumer who is resident in the UK or the European Union and we direct this Website to (and/or pursue our commercial or professional activities in relation to the Website) in the UK or the EU Member State in which you are resident, you will benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in these Terms, including clause 9.1, affects your rights as a consumer to rely on such mandatory provisions of local law.
10. CONTACTING US
Email address: email@example.com