Frooition Terms & Conditions of Business
1. Our services
Froo.com limited (a company registered in England under the number 05902288, whose registered office is at Unit E, Silver End Business Park, Brettel Lane, Brierley Hill, Stourbridge, West Midlands, DY8 4BL, United Kingdom or (unless we have notified you to the contrary) in the case where Services are provided to individuals or businesses resident in the United States, by Frooition Inc. a company registered in Delaware, NY, USA under number 98-0609830 whose registered office is at National Registered Agents, INC. 160 Greentree Drive Suite 101, Dover, Kent, DE 19904, USA ("us / we") provides e-commerce web-stores, websites, eBay stores, eBay listing templates, eBay template themes, software platforms, website hosting and associated services (the "Services"). We may provide some or all of the Services through a third party chosen by us.
Please read these Terms of Business carefully, as they govern your use of our Services. By using our Services, you accept these Terms of Business in full. If you disagree with any part of these Terms of Business, please cease to use our Services immediately.
We may amend these Terms of Business from time to time. Please check this page regularly to ensure that you are familiar with the current version. Your continued use of our Services is deemed acceptance of the new Terms of Business. If you do not agree with the new Terms of Business then you should cease using our Services immediately.
2. Intellectual property rights
Unless otherwise stated, we (or our licensors) own all intellectual property rights in our Services and all material on our website. Use of this material is permitted only where expressly authorised by us and under no circumstances shall the use of our Services grant to you any interest in any copyrights, trademarks or other intellectual property rights belonging to us or any third party. For the avoidance of doubt, you are not permitted to download or use any widgets or other material on our website or arising from our Services other than as permitted by section 5.
Your use of any software made available to you through our Services will be additionally subject to the terms of our end-user licence agreement (if any) in force from time to time. Where there is no applicable end-user licence agreement, we grant to you a personal, non-transferable licence to use the software for the purposes set out in and in accordance with these Terms of Business.
3. Use of our Services
The Services and material provided through our Services is to enhance your online product listings You may use the Services solely for this purpose only, subject to the prohibitions in section 5. Any other type of use requires our prior written agreement.
4. Our respective obligations
You shall permit us to place discrete "website design by Froo.com" or similar branding (in a single image no bigger than 200x75 pixels, plus text) on any website or web-store created, designed or hosted using the Services ("Your Website"). You must not remove, cover or otherwise interfere with this branding, and have no claim over revenues derived by us from such branding.
You agree to provide us with true, accurate, current and complete information as reasonably required by us, and promptly notify us of any changes to that information.
When using our Services, you must not:
(i) transmit or circulate material contained on our website or our Services to a third party (including republication on another website) other than emailing extracts or the page link for personal, non-commercial review purposes or where we have specifically and expressly created such material to be made available for redistribution by you;
(ii) sell, rent or otherwise sub-licence our Services or material on our website;
(iii) reproduce, duplicate, copy or otherwise exploit material from our Services or from our website for a commercial purpose (other than in respect of enhancing your online product listings;
(iv) edit or otherwise modify the Services or any material contained on our website or directly or indirectly disrupt of interfere (or attempt to disrupt or interfere) with our Services or website;
(v) create a database (electronic or otherwise) that includes material downloaded or otherwise obtained from our Services or website;
(vi) post, upload, email or otherwise transmit any material the publication, dissemination, use or possession of which infringes the rights of any person of which is unlawful in any other respect;
(vii) copy, email or upload any content or otherwise transmit material which is in any way abusive, misleading, deceptive, threatening, defamatory, indecent or obscene, which will harass, distress or inconvenience any person or which might restrict or inhibit the use and enjoyment of our Services or website by any person;
(viii) post, upload, email or otherwise transmit any unsolicited or unauthorised advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation or commercial exploitation;
(ix) post, upload, email or otherwise transmit any content that contains software viruses or any other computer code, files or programs designed to interrupt, restrict, destroy, limit the functionality of or compromise the integrity of any computer software or hardware or telecommunications system;
(x) remove the copyright or trade mark notice(s) from any copies of any material owned by us or our licensors;
(xi) do so for any unlawful purpose or in any way that will bring us into disrepute;
(xii) do so in violation of any terms and conditions or policies of eBay or their business partners from time to time;
(xiii) do so in any way that causes, or may cause, damage to our Services or website or impairment of the availability or accessibility of our Services or website;
(xiv) attempt to gain unauthorised access to any restricted area of our Services or website; nor
(xv) breach any of our terms of business or conditions or policies.
We may take such action as we deem appropriate to deal with the breach of any of the above terms, including suspending or cancelling your account, restricting your access to our Services, or commencing legal proceedings against you.
WHILST WE MAKE EVERY REASONABLE EFFORT TO PROVIDE UNINTERRUPTED AND SECURE ACCESS TO OUR SERVICES AND WEBSITE, YOUR ACCESS MAY BE RESTRICTED, SUSPENDED OR TERMINATED AT ANY TIME AND WE WILL NOT BE LIABLE FOR ANY LOSS DAMAGES OR COSTS INCURRED BY YOU AS A RESULT OF THE LACK OF AVAILABILITY OR ACCESSIBILITY OF OUR SERVICES OR WEBSITE.
WHILST WE ENDEAVOUR TO ENSURE THAT THE INFORMATION FORMING ANY PART OF OUR SERVICES AND ON OUR WEBSITE IS CORRECT, WE DO NOT WARRANT ITS COMPLETENESS, ACCURACY NOR FITNESS FOR PURPOSE, NOR DO WE COMMIT TO ENSURING THE MATERIAL FORMING ANY PART OF OUR SERVICES OR ON OUR WEBSITE IS KEPT UP-TO-DATE.
We reserve the right to remove from Your Website, online store or product listings (to the extent that we are able to do so) any content that we reasonably believe fails to comply with these Terms of Business.
7. Our liability
OUR SERVICES AND OUR WEBSITE ARE PROVIDED ON AN 'AS IS' BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXCLUDE ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS (INCLUDING THE CONDITIONS IMPLIED BY LAW OF SATISFACTORY QUALITY, FITNESS FOR PURPOSE, THE USE OF REASONABLE CARE AND SKILL, OUR SERVICES AND WEBSITE'S FREEDOM FROM VIRUSES OR OTHER CONTAMINATION, AVAILABILITY, FREEDOM FROM ERRORS, UNINTERRUPTED ACCESS, RESULTS OF SEARCH OPTIMISATION PROJECTS, OR THAT OUR SERVICES OR WEBSITE IS COMPATIBLE WITH ANY COMPUTER SYSTEMS, SOFTWARE OR BROWSERS) IN RELATION TO OUR SERVICES OR OUR WEBSITE OR YOUR WEBSITE. WE SHALL NOT BE LIABLE FOR ANY WEBSITE, PRODUCTS, SERVICES OR INFORMATION OF OTHER PARTIES LINKED TO OUR SERVICES OR WEBSITE.
SAVE AS OTHERWISE STATED, WE MAKE NO WARRANTY WHATSOEVER AS TO ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR OFFERED TO YOU THROUGH THE USE OF OUR SERVICES OR WEBSITE, WHETHER ACCESSED DIRECTLY OR OTHERWISE. FURTHER, WE SHALL NOT BE LIABLE FOR THE CONTENT OF YOUR WEBSITE, ANY TRANSACTIONS CONDUCTED THROUGH YOUR WEBSITE OR ANY EVENT BEYOND OUR REASONABLE CONTROL, INCLUDED THE ACTS AND OMISSIONS OF YOU AND / OR ANY THIRD PARTIES.
IN THE UNLIKELY EVENT THAT WE ARE LIABLE TO YOU, OUR LIABILITY WILL BE LIMITED TO THE MONTHLY FEE PAYABLE BY YOU TO US AT THE DATE THE LIABILITY AROSE. WHERE YOU ARE NOT PAYING ANY MONTHLY FEE, THEN YOUR SOLE REMEDY SHALL BE TO CEASE USING OUR SERVICES OR WEBSITE IMMEDIATELY. WE (INCLUDING OUR DIRECTORS AND EMPLOYEES) WILL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT LOSS OR DAMAGE (INCLUDING LOSS OF PROFIT, CONTRACTS, BUSINESS, GOODWILL, DATA, INCOME, REVENUE OR ANTICIPATED SAVINGS) ARISING UNDER THESE TERMS OF BUSINESS OR IN CONNECTION WITH OUR SERVICES OR WEBSITE, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE.
NOTHING IN THESE TERMS OF BUSINESS SHALL EXCLUDE OR LIMIT OUR LIABILITY FOR FRAUD, DEATH OR INJURY CAUSED BY OUR NEGLIGENCE OR FOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
8. Your liability
YOU AGREE TO COMPENSATE US IN FULL FOR ANY LIABILITIES, LEGAL FEES, DAMAGES, LOSSES AND OTHER EXPENSES RESULTING FROM ANY CLAIM MADE BY A THIRD PARTY ARISING FROM YOUR BREACH OF THESE TERMS OF BUSINESS, YOUR BREACH OF ANY LAW OR THE RIGHTS OF ANY THIRD PARTY OUT OF YOUR USE OF THE SERVICES OR WEBSITE, OR ANY DEFECTS IN GOODS OR SERVICES SOLD THOUGH YOUR WEBSITE.
9. Restricted access
Access to certain areas of our Services or website is restricted. We reserve the right to restrict access to other Services or other areas of our website, or indeed our whole website, at our sole discretion.
If we provide you with a user ID and/or password to enable you to access restricted areas of our website or other content or Services, you must ensure that such user ID and/or password are kept safe and confidential. You are responsible for all activities that occur under your user ID and/or password.
We may disable your user ID and/or password at our sole discretion for any reason at any time, including if you breach any of these Terms of Business or any other contractual obligation you owe to us.
We may place limits on your use of our Services, including the maximum disk space that will be allotted to Your Website, the servers and the bandwidth and contention for that bandwidth allotted to Your Website and associated traffic.
We shall be under no obligation to provide any of the Services to you until we receive full payment of the quoted fee (or, with our agreement, full payment of a non-refundable deposit). No refund will be made once we have commenced providing the Services. All other payments shall be made in pounds sterling (unless otherwise agreed by us) on or before the agreed due dates for payment, and the Services will not be permitted to operate in a live environment until the balance of the quoted fee and initial monthly subscription fee is received by us in full. Payment remains due during any period of suspension or otherwise until such time as you cancel your subscription in accordance with section 12. Payments in respect of periods after termination or cancellation of your subscription shall not be refundable.
We use PayPal and other such secure electronic means to manage credit/debit card payments. Upon subscription to our services by this method, you authorise us to take an immediate payment and repeat payments in accordance with the agreed fees. Monthly fees will be taken at the start of each month. Our fees are subject to change upon notice.
Where the Services comprise access to our software storefront manager and listing tool, the fee shall cover the first 5GB (inbound and outbound) of bandwidth usage per a rolling 24 hour period and 10MB of website hosting of the design graphics for your online product listings. The fee does not cover updates and upgrades, training, The store and listing subscription fee covers the constant dynamic delivery of your custom design templates, including promotional and custom boxes, search functionality and flash elements. The fee also covers access to our software storefront manager and listing tool and the first 5GB of bandwidth usage and 10MB of hosting of the design graphics for your eBay listings. The fee does not cover updates and upgrades, training, guaranteed responses to tickets, email and telephone support, free amends and repairs to Your Website or listing (all of which are subject to additional fees).
The Froo.com Software licence fee covers the use of Froo.com's website management software. The fee mainly relates to Froo.com websites. The fee does not cover: updates and upgrades, training to do with using Froo.com or any other 3rd party software, guaranteed responses to tickets, email and telephone when there is a problem with Your Website or listing template, search engine optimization work, free amends and repairs to Your Website or listings (all of which are subject to additional fees).
Image hosting is compulsory through Froo.com for Froo.com web-sites and non-compulsory for Froo.com eBay designs.
Cancellation and Refunds
Prepaid 6 month or prepaid 12 month subscriptions are non refundable. The maximum refund available, after you have been sent a brand preview (referred to as a jpeg) is up to 50% of the total value of the invoice. Non payments of any amounts at any agreed dates to us will mean that we have the right to suspend any work or provision of service until resolved.
For all other refunds, cancellation must be notified to your sales agent within 7 days of the invoice date. Cancellations made beyond 7 days of the invoice date will incur a £100 administration charge (OR $200 ADMINISTRATION CHARGE FOR ALL ORDERS MADE WITH FROOITION INC.) which will be deducted from the refundable amount.
11. Materials provided by you to us
We do not claim ownership of any materials provided by you to us. However, you grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, adapt, publish, translate and distribute such material in any media, together with the right to sub-licence such rights in respect of all material provided by you to us.
By providing materials to us, you warrant to us that you are either the owner of such materials, or have the owner's express permission to provide such materials to us.
WE CANNOT GUARANTEE SAFEKEEPING OR SAFE STORAGE OF ANY IMAGE OR DATA THAT YOU UPLOAD WHEN USING OUR SERVICES OR OUR WEBSITE OR ANY OTHER MATERIALS PROVIDED BY YOU TO US, AND WE ACCEPT NO LIABILITY FOR LOSS OF ANY IMAGES, DATA OR MATERIALS. YOU ARE STRONGLY ADVICED TO KEEP COPIES OF ALL SUCH IMAGES, DATA AND MATERIALS.
12. TERMINATION AND/OR SUSPENSION
We reserve the right to terminate and/or suspend our Services and obligations to you immediately upon notice in the event that:
(i) we have not received instructions or otherwise made contact with you by email for a period of 5 working days or more, provided that we have sent at least 5 emails to your specified email address requesting a response;
(ii) any sum due from you to us remains unpaid 14 days after the agreed due date;
(iii) Your Website remains inactive (ie. has not commercially transacted) for a period of 180 days;
(iv) you fail to provide us with true, accurate, current and complete information as reasonably required by us, and promptly notify us of any changes to that information;
(v) you create any website, blog or other publicly visible text that criticises us or otherwise could reasonably be considered to devalue our reputation, or which invites, incites, encourages or otherwise provides a forum for third parties to criticise or otherwise devalue our reputation; or
(vi) you fail to comply with these Terms of Business or we reasonably believe that you have acted inconsistently with the spirit of these Terms of Business.
If we terminate your subscription, we reserve the right to delete Your Website and its contents immediately and without further notice. We shall not be liable to you for any losses arising as a result of any such termination or suspension.
You can terminate your subscription to our Services by giving us not less than 3 months notice in writing, upon expiry of which Your Website will be locked and become inaccessible. We will delete Your Website and its contents 30 days thereafter.
These Terms of Business set out the entire agreement between us. Any legal proceedings instituted against you by us shall be brought in the courts of your country/state of domicile and any legal proceedings against us by you shall be brought in the courts of England and Wales. For the purposes of all such proceedings, the law governing this Agreement and such proceedings shall be the laws of England and Wales. For the purpose of proceedings brought against it by the other party, each party agrees to submit to the jurisdiction of the courts as set out above.
If any of these Terms of Business are deemed invalid, void or unenforceable, that term shall be deleted from the Terms of Business and such deletion shall not affect the validity or enforceability of the remaining provisions.
WE SHALL NOT BE RESPONSIBLE FOR ANY FAILURE TO COMPLY WITH OUR OBLIGATIONS UNDER THESE TERMS OF BUSINESS OR OTHERWISE IF SUCH FAILURE IS CAUSED BY AN EVENT OUTSIDE OF OUR REASONABLE CONTROL.
These Terms of Business do not affect your rights under law. For more details of your rights as a consumer, please contact your local Citizens Advice Bureau, Trading Standards office or http://consumeraction.gov/state.shtml.Some jurisdictions do not allow the exclusion or limitation of our liability when dealing with consumers, and therefore some of the provisions in section 7 may not apply to you.