Terms & Conditions – Truly Madly Deeply Ltd

Effective Date: 19th May 2021

General
1. This Terms & Conditions govern Your use of www.giftsite.co.uk the “Site” including any pages and
  subdomains.
2. Your use of the Site and Your use of any Services including signing up to the Giftsite platform will
  constitute your agreement in full to these Terms & Conditions and our Privacy Policy.
3. If you do not accept these Terms & Conditions, do not use the Site or Services.
4. From time to time We may amend these Terms & Conditions which will become effective when published.
  We will not contact You to let You know of any amendments.
5. For Definitions of the key words and phrases we use please see section 9.
6. These Terms & Conditions are governed by English law.
Software and Services available on the Site
1. We reserve the right at our sole discretion to add, amend or terminate any aspect of the Site or the
  Software or the Services, including but not limited to content and features. From time to time We
  may impose limits on certain features of the Site or Services or restrict Your access to part or all
  the Site or Services. You accept We can do this without notice to You or penalty to Us.
2. Users of the Site are categorised in three groups:
  1. Visitors: Can view information, engage with Us, and use certain features of the Site.
  2. Retailers: Have completed the sign-up Registration process and have a valid Account to
    operate a Website selling goods and services.
  3. Customers: Place orders for goods and services on a Retailer’s Website.
3. If You complete the Registration process and create an Account to operate Your Website, You must
  agree to the terms laid out in the Retailer Agreement. You also agree:
  1. To provide complete and accurate information to create Your Account. This information should
    reflect You or the entity you represent and must not attempt to impersonate or pass off as
    someone or something else.
  2. You cannot use registration details and trading names that have already been used.
  3. You are at least 18 years old.
  4. You are solely responsible for activity that takes place on Your Account.
  5. You will not post content or sell products or services that are defamatory; advocate hate
    crimes; contravene equalities and discrimination legislation; are obscene; or encourage any
    form of exploitation.
  6. You will not access or attempt to access someone else’s Account without their permission.
4. You are permitted to administer or use an Account created by a Retailer so long as You have their
  explicit consent, and You abide by the same terms laid out in the Retailer Agreement and associated
  documents and Policies including these Terms & Conditions.
5. If you violate these Terms & Conditions, we may at our sole discretion:
  1. Remove or delete content including text, images, products, or services.
  2. Restrict or suspend Your Account temporarily.
  3. Terminate Your Account.
Ownership
1. You agree that the content and Software supplied within the Site remain the worldwide intellectual
  property of History & Heraldry Ltd. We retain exclusive ownership of the Site and the Giftsite platform.
  Where we use material from third parties we do so with their permission. Your use of the Site or
  Giftsite does not confer any ownership rights to You.
2. When you use the Site, We will grant You a non-exclusive, recoverable, limited license to use the
  Site to view information, engage with Us, use certain features of the Site, and complete the sign-up
  Registration process.
3. You agree that where the Software requires us to accept separate terms relating to the Software such
  as hosting, plug-ins, and third-party licensing, these will also apply to these Terms & Conditions.
4. If You want to use trademarks, logos, copyrighted material, or intellectual property which does not
  belong to You, You can do so if their owners’ licensing agreement permits. If such agreement does
  not permit, You must obtain permission in writing from the owner.
5. Content or other material to which You own the copyright and which you post on the Site or Giftsite
  remains in Your ownership. Such content can be used by Us on a non-exclusive, royalty-free,
  unlimited, and worldwide basis to reproduce and display for Our publicity and promotional purposes.
6. You are permitted to modify Your Website following Registration as described in the Retailer
  Agreement.
Our Rights
1. We will co-operate with law enforcement organisations, court instructions or other legally
  enforceable requests for information about Your use and activity on the Site or Giftsite.
2. We will optimise the Site, Giftsite, and Your Website to allow Search Engines to index these sites
  on their platforms and make this information publicly available to promote web traffic to these
  sites.
3. Some Services we offer are supplied by third parties including but not limited to card payment and
  hosting. We are not responsible for limitations or processes applied by these third parties. If you
  have any questions relating to these third parties, contact us at hello@giftsite.co.uk
4. Any ideas, suggestions, proposals, or images You submit to Us regarding improvements to current or
  new features, products or services will become Our property. We will be permitted to use these for
  our own purposes at our sole discretion and without compensation to you.
Your Obligations
1. Except to the extent permitted by law, you must not:
  1. Copy, modify, merge, decompile, translate, or otherwise interfere with the Software on the
    Site.
  2. Sub-license, rent, re-sell, or loan the Software to any third party.
  3. Install viruses, trojans, ransomware or other malicious software that corrupts the Site or
    otherwise affects the proper working of the Site or the Services.
  4. Collect or attempt to collect technical information about the Site or Giftsite; content
    stored on the sites; or data stored on these sites including but not limited to User data.
  5. Impose an unreasonable or disproportionately large load on the Site’s systems or networks
    such that the systems begin to slow or stop working.
  6. Violate or infringe anyone’s privacy or publicity rights unless You have their permission.
  7. Violate or infringe material subject to copyright or trademark unless permitted to do so by
    the owner’s public licensing agreement or in writing from the owner.
  8. Explicitly or implicitly state or imply Our endorsement of Your Content, products, or
    services unless you have Our written permission.
2. You are responsible for the commercial relationship between You and Your Customer for the provision
  of goods and services to the Customer. We will not intervene or become involved in disputes between
  You and Your Customer unless You have violated the Retailer Agreement, or any terms or policies
  incorporated in it including these Terms & Conditions. Our remedies in such cases are outlined in
  the Retailer Agreement and these Terms & Conditions.
3. By using the Site and Giftsite including its content and Services, You confirm that:
  1. You understand and agree that these Terms & Conditions are a legally binding agreement.
  2. You will use the Site, Giftsite and the Services in a manner consistent with all laws and
    regulations.
  3. You will use the Site, Giftsite and the Services in accordance with these Terms & Conditions
    and the Retailer Agreement incorporating other Policies.
Warranty
1. We supply the Site and Giftsite platform as seen. We do not provide any guarantee or warranty –
  express, statutory, or implied – that the system is suitable for Your current and future needs; its
  fitness for any particular purpose; that it is error-free; and that the platform will be
  uninterrupted, accurate, and secure. You use the Giftsite platform at your own risk.
Liability
1. Limitation of liability extends to History & Heraldry Ltd, service providers and their third
  parties. It applies to employees, directors, contractors, and agents.
2. Liability excludes any loss of profits, consequential loss, penalties, or damages You may incur
  using the Site or Giftsite platform.
3. We recognise some liabilities cannot be excluded according to applicable law. Our liability is
  limited to the maximum extent limited by the applicable law.
4. We are not liable for the content of any external sites linked to the Site or Giftsite.
Indemnity
1. You agree to indemnify and History & Heraldry Ltd, service providers and their third parties including
  their employees, directors, contractors and agents against any losses, costs and liabilities
  including reasonable legal costs arising from:
  1. Any content, product or service provided, sold, or otherwise distributed by You or generated
    by users of Your Website
  2. Any claims arising from the sale of goods or services on Your Website
  3. Any breach by You of this agreement
2. We reserve the right to manage and control any legal defence of any claim against Us, service
  providers and their third parties. You agree to cooperate with such defence.
Definitions
1. Account: The Customer Account We create to administer your use of the Giftsite platform and process
  payments to you.
2. Agreement: This Retailer User Agreement.
3. Customer: The Retailer’s customer, typically a member of the public buying goods from the Website.
4. Giftsite: The e-commerce platform and services operated by History & Heraldry Ltd.
5. Registration: The process by which You sign-up to the Giftsite platform.
6. Retailer: The individual or legal entity operating the Giftsite Platform.
7. Services: Commercial services provided by History & Heraldry Ltd which allow the Giftsite platform to
  operate such as hosting, payment processing, configuration, advice, and other related services that
  may be offered from time to time.
8. Site: www.giftsite.co.uk including any pages and subdomains.
9. Software: Computer programs that allow the Site to function.
10. We: History & Heraldry Ltd, 2 Denby Way, Hellaby Industrial Estate, Rotherham, South Yorkshire,
  United Kingdom S66 8HR. Telephone 01709 730700.
11. Website: This is Your website installed on the Giftsite platform that You use to promote your
  business and sell products online.
12. You: An individual; or the person representing a company, sole trader, limited company, or any other
  business entity. This can include a person under your direction and control.

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