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Morgan Curtain Comapny are dedicated completely to customer satisfaction and we intend to provide you with the best possible service. If you have any comments or suggestions, please email us Morgancurtainco@aol.com
When you use Morgan Curtain Company website, you are agreeing to be bound by and comply with the following terms and conditions. This agreement does not affect your statutory rights. The content of this website is subject to change without customer/user notice. No warranty or guarantee of the information and products is provided us or any third parties. Your use of any purchase from this website is entirely at your own risk and Morgancurtaincompany cannot be liable; These Terms and Conditions, along with your use of this website, are governed by English Law and as such, you agree to submit to the jurisdiction of the English Court; this does not affect your statutory rights. If you would like to know more about your statutory rights as a consumer, you may wish to consult your local citizens’ advice bureau.
We may change these terms from time to time without notice to users and customers. Changes will apply to any subsequent orders you place.
Privacy
We and Sage Pay takes the privacy of your information very seriously. Any information you give to us about yourself through the Sage website will be stored on the Sage systems and may be disclosed to, processed and used by us, and the other companies that assist us in providing our services. Read our privacy policy in full.
Rights
SagePay Limited holds the intellectual property rights to the contents of this website and all rights are reserved. You may download, store in cache, display and print the material and information in an unaltered form for your own personal or internal business purposes only provided that this notice appears with all copies. You must not systematically retrieve data or other content from this website to create or compile, directly or indirectly, a collection, compilation, database or directory, or, copy, re-transmit, distribute or commercialise any material or information on this website, without prior written permission from Sage.
Terms and Conditions of use for Streamline Online and Streamline International Online
It is important that You read these terms and conditions carefully as they govern Your obligations to Us and Our obligations to
You in relation to the provision and use of SOL.
1. DEFINITIONS & INTERPRETATION
In these Terms:
SOL means for the purposes of this document only the online electronic management information service and any related
services (including any services which may be provided in substitution, in whole or part, thereof) provided by
Us to You from time to time as described in the Documentation and shall include the services provided under the brand name
Streamline Online and Streamline International Online and other additional services We may provide in relation to Streamline
Online or Streamline International Online from time to time;
Agreement means the agreement between You and Us for the provision of SOL as constituted by the Terms, the General
Terms, the Documentation, the registration form and Our written acceptance confirming that SOL will be made available to You;
Authorised User means an individual duly appointed and authorised as such by You in the registration form or by Us to
have access to SOL on Your behalf and who may be authorised to create new Users and request new Security Codes for
existing Users;
Documentation means any documentation provided by Us from time to time in whatever format in connection with use of SOL;
General Terms means the Streamline Merchant Services Agreement or the Streamline International Agreement between
You and Us;
Merchant/You/Your means the partnership (including without limitation limited liability partnership), company, club, society
or unincorporated association, trust, sole trader, individual, individuals or other entity which is party to the Agreement;
Security Codes means the UserID and activation code provided by Us to the Authorised User and User, and the PIN and
password selected by the Authorised User and User which are necessary to enable access to or use of SOL. For the
avoidance of doubt Security Codes shall, as appropriate, include additional security measures of any nature implemented
from time to time by Us for the use of or access to SOL;
SOL Data means Your data appearing on the SOL web site, which for the time being shall include the following: user, statistical,
transaction, settlement and invoice data together with details of requests for information and chargeback notifications;
Terms means these terms and conditions as varied from time to time by Us;
User means an individual appointed and authorised as such by the Authorised User to have access to Your SOL data;
We/Us/Our means either The Royal Bank of Scotland plc or National Westminster Bank Plc trading as Streamline or Streamline
International, as appropriate;
In this Agreement, any reference to:-
(a) a Clause or a Schedule is, unless the context otherwise requires, a reference to a clause of, or a schedule to, this
Agreement and any reference to a sub-clause is, unless otherwise stated, a reference to the subclause of the Clause in which
the reference appears;
(b) this Agreement or to any agreement or document referred to in this Agreement shall be construed as a reference to such
agreement or document as amended, varied, modified, supplemented, restated, novated or replaced from time to time; or
(c) any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to such statute
or statutory provision as the same may have been or may from time to time be amended, modified, extended, consolidated,
re-enacted or replaced and shall include any subordinate legislation made thereunder;
Unless otherwise defined herein, terms and expressions defined in any of the other documents constituting the Agreement
shall, where the context permits, bear the same meaning in these Terms provided that no amendment to any such documents
shall affect Our rights, duties or obligations hereunder without Our prior written consent.
In this Agreement, except where the context otherwise requires, words denoting the singular include the plural and vice versa,
words denoting a gender include every gender and references to persons include bodies corporate and unincorporate.
Clause headings in this Agreement are inserted for convenience only and shall not affect the construction of this Agreement.
2. GENERAL
2.1 We own or are licensed to use the copyright to the material used in the provision of SOL and to permit You to copy the
Documentation solely for the purposes of receiving SOL and the SOL Data under the Agreement.
2.2 SOL is provided upon the terms of the Agreement.
2.3 We grant to You a royalty-free, non-exclusive, non-transferable licence to copy the Documentation and to extract the SOL
Data on the SOL web site for the duration of the Agreement for the sole purpose of Your lawful use of SOL with no power to
grant any sub-licence or sub-licences in respect of such licence, subject to the terms of the Agreement.
3. SECURITY
3.1 You acknowledge that You are solely responsible for establishing and applying adequate security systems and procedures:
3.1.1 to prevent unauthorised use of or access to SOL; and
3.1.2 for monitoring all use of or access to SOL in order to ensure that any Authorised User, User and/or any other person
using SOL is doing so within the limits of their authority and that no transactions have been effected which would indicate that
unauthorised persons are in possession of the Security Codes; and
3.1.3 in relation to SOL Data after it has been accessed, printed or downloaded from SOL.
3.2 You shall ensure that the Security Codes are not made known to any other person. You shall do all that can reasonably be
expected to ensure that there is no unauthorised use of the Security Codes or of any other confidential material or information
used in the provision or use of SOL. However, if You suspect that there may be or has been or are aware that there has been
unauthorised use of the Security Codes or of any other confidential material or information used in the provision or use of SOL
You shall notify Us immediately by calling the Merchant Helpdesk number and confirm such notification in writing. We will use
reasonable endeavours to prevent unauthorised use of SOL upon receiving such notification.
3.3 We shall not be liable for any loss arising directly or indirectly from unauthorised access to or use of the Security Codes or
any other confidential material or information used in the provision or use of SOL.
3.4 At all times while SOL Data is in Your possession or control or that of persons acting for You, You will ensure that the Data is
kept secure and is used only for the purposes of this Agreement and that all requisite provisions of the Data Protection Act
1998 are observed and performed with regard to it.
4. PROPRIETARY RIGHTS
4.1 You acknowledge that You do not own and will not own as a result of the Agreement any proprietary or other rights
(including intellectual property rights) in or over SOL or the Documentation or any part thereof.
4.2 You undertake not to delete or alter any proprietary or copyright notices or trademark(s) or trademark notices appearing on
SOL or the Documentation or any materials furnished to You under the Agreement.
4.3 You acknowledge that the Documentation and any other materials supplied or made available to You or used in connection
with SOL are the property of or licensed to Us and that copyright therein is vested in Us or the third party licensor to Us.
5. ACCESS AND USE
5.1 You undertake that You and Your Authorised User and User shall access and use SOL, the Documentation and all other
materials supplied to You by Us in connection with the Agreement only for the purpose of using SOL in accordance with the
Terms and You acknowledge that any other use of SOL, the Documentation or any other materials supplied by Us to You shall
be deemed to be unauthorised.
5.2 You are responsible for ensuring that access to SOL is on a need-to-know basis. Each Authorised User is accountable for
all activity recorded against their UserID. You must ensure removal of obsolete UserIDs where there is no longer a business
requirement to access SOL.
6. COPYING
Except as expressly permitted under the Agreement, You may not copy or download SOL, the Documentation or SOL Data in
whole or in part for any purpose whatsoever nor may You disclose or make available the same to any third party.
7. CONFIDENTIALITY
7.1 You agree at all times to treat and maintain as strictly confidential the Documentation and any other property, material or
other information (including, without limitation, the methodology of the use of SOL) furnished to You hereunder by Us whether
verbally or in writing or electronically (hereinafter ‘Bank Confidential Information’) and You shall not demonstrate or otherwise
show, describe or make available the operation of SOL or the Documentation (including any supporting documentation
therefore) to any third party without Our express prior written consent.
7.2 This clause 7 shall come into effect on the constitution of the Agreement pursuant to clause 13.1 and shall continue in force
notwithstanding the termination of the Agreement.
8. LIABILITY
8.1 We shall use reasonable endeavours to provide SOL in accordance with the Documentation and to ensure that all
information available through SOL is accurate and up to date. We do not warrant that the information is accurate, sufficient or
error-free, nor that the information on Our system is current and up-to-date at the time it is accessed. You agree that the
existence of such errors shall not constitute a breach of the Agreement.
We shall not be liable for any loss incurred or damage suffered by You by reason or in consequence of any failure of SOL to
correspond with the Documentation or by reason of any information or SOL Data not being complete, accurate or up to date or
not in accordance with the Documentation or by reason of the negligent or fraudulent use of SOL by You or by reason of the
access to or use of SOL by any unauthorised person.
8.2 Unless incurred or suffered as a result of Our negligence or wilful default You shall be responsible for and shall indemnify
and keep Us indemnified on demand from and against all costs, losses, claims, damages and demands which may be
incurred or suffered directly or indirectly by Us as consequence of:
8.2.1 Your use and Your Authorised User and any other User’s use of SOL otherwise than in accordance with the Documentation;
8.2.2 unintelligible or incorrect information provided by You;
8.2.3 any failure by You or Your Authorised User or User's failure to comply with any of the terms of the Agreement;
8.2.4 the use of SOL by any unauthorised person or entity, providing such unauthorised use is as a result, directly or indirectly,
of an act or failure to act on Your part;
8.3 The warranties set out in clause 8.1 are the only warranties made by Us in respect of SOL. All warranties or terms that
might be implied by statute or otherwise (including those of satisfactory quality, merchantability or fitness for any particular
purpose) are hereby excluded.
8.4 The electronic transmission of information, including but without limitation to transmission via the internet, cannot be
guaranteed to be secure or error-free. There is always a possibility that information sent by electronic means could, inter alia,
be intercepted by a third party, corrupted, lost, destroyed, arrive late or incomplete, be adversely affected or unsafe to use.
Consequently, We shall not be liable to any party in respect of any error or omission arising from or in connection with the
electronic transmission of information to You or for Your reliance on such information. This includes, but is not limited to, acts or
omissions of Your/Our Internet Service Providers. This exclusion of liability shall not, however, apply in the event of any proven
criminal, dishonest or fraudulent acts on Our part.
8.5 Our liability to You due to, under and/or arising out of or in connection with SOL, in aggregate, in respect of any claim, or
series of connected claims arising out of the same cause in any calendar year, shall not exceed the greater of £5,000 or the
aggregate fees paid by You to Us in the twelve month period immediately preceding the claim.
8.6 In the event of interruption of SOL due to a fault affecting any software or equipment managed or controlled by Us, We will,
as soon as reasonably practicable, notify You of the fault and take all reasonable measures to remedy the fault. However, We
shall not in any way be liable for any loss of whatsoever nature resulting from any such interruption.
8.7 The provisions of this clause 8 are in addition and without prejudice to any other specific provisions excluding Our liability
under the Agreement including these Terms.
9. FORCE MAJEURE
We shall not be responsible for delays or failures in the performance of Our obligations under the Agreement resulting from a
force majeure which renders such performance impossible or illegal. We shall, however, minimise the effects of such failure to
the extent reasonably possible and give notice and wherever practicable provide details of the force majeure immediately to
You. The term ‘force majeure’ shall include, but is not limited to, such causes beyond Our reasonable control and without Our
fault or negligence as are occasioned by acts of God, fire, floods, strikes, lock-outs, labour disputes, civil commotion, riots,
acts of war, terrorism, acts of local government and parliamentary authority, the unavailability of data or information for or to
update SOL, equipment, communication line, Internet or telephone link and power failures or power shortages which affect Us.
10. PAYMENT TERMS
We hereby reserve the right to charge fees and You shall pay to Us such fees and charges as We may notify from time to time
for the provision of SOL. We may vary the fees and charges in accordance with clause 19.
11. TERM AND TERMINATION
11.1 We may terminate the Agreement or, at Our option, suspend the provision of SOL to You summarily without prior notice to
You on the occurrence of any of the following events:-
11.1.1 Our licence for the software in relation to SOL or any part thereof from any third party licensor is terminated or suspended;
11.1.2 You breach any of Your obligations hereunder;
11.1.3 the occurrence of a force majeure as defined in Clause 9; or
11.1.4 You and/or your Authorised User and/or User do anything which We, in our sole discretion, believe justifies summary
termination of SOL.
11.2 Wherever practicable We will give You reasonable notice before terminating or suspending SOL in accordance with
Clause 11.1 and where the reason for termination falls under 11.1 and the breach is capable of remedy, We will allow You a
reasonable opportunity to remedy such breach.
11.3 Either party may terminate the provision or use of all or part of SOL and the Agreement by giving to the other not less
than one month’s notice in writing.
11.4 The provision of SOL and the Agreement shall terminate automatically without notice being given by either party on the
termination, expiry or closure of Your General Terms with Us in respect of which SOL is provided.
12. CONSEQUENCES OF TERMINATION
Within 14 days following the date of termination of the provision of all or part of SOL or within 14 days following the date of
termination of the Agreement You shall destroy the Documentation and all materials supplied to You by Us in connection with
the terminated part of SOL or with the Agreement (as the case may require) and any copies thereof.
13. CONSTITUTION OF THE AGREEMENT
13.1 Confirmation in writing by Us of Our acceptance to You and of Our agreement to make SOL available in accordance with
the Terms shall constitute the Agreement and shall prevail over all other terms and conditions in relation to SOL. Your terms
and conditions or variations to the Terms by You shall NOT apply unless expressly accepted in writing by an authorised person
on Our behalf.
13.2 If there is any conflict between the Terms and the General Terms, then the latter shall prevail.
14. NOTICES
Any notice required to be given under the Agreement shall be in writing and, unless otherwise agreed by Us in writing, shall
be deemed to have been duly given: if sent by first class post 48 hours from the date of posting to (in Your case) the address
notified to Us by You on Your registration form or as shown in Our records following notification from You from time to time or
(in Our case) to Streamline Merchant Services, Gateshead Card Centre, PO Box 27, Victory House, 5th Avenue,
Gateshead, NE8 1HJ, U.K.
15. ASSIGNMENT
You shall not assign sub-licence or otherwise transfer all or any of Your rights or obligations under the Agreement, save with
Our express prior written consent. We may assign, sub-licence or otherwise transfer any of Our rights or obligations under the
Agreement.
16. WAIVER
No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of the
Agreement shall either be or be deemed to be a waiver of such term or condition or in any way prejudice any right of that
party under the Agreement.
17. SEVERABILITY
In the event and to the extent that any of the terms or conditions of the Agreement shall be determined to be invalid, unlawful
or unenforceable, any such terms or conditions shall be severed from the remaining terms and conditions which shall continue
to be valid and binding to the fullest extent permitted by law.
18. ENTIRE AGREEMENT
The Agreement contains the entire agreement between the parties with respect to the subject matter hereof and shall
supersede all prior proposals, representations, agreements and negotiations relating thereto, whether written, oral or implied,
between the parties or their respective advisers, save as otherwise provided herein.
19. VARIATION
We reserve the right to vary the terms of this Agreement at any time provided that We give You at least 30 days' prior notice.
We reserve the right to modify/adapt/replace (in whole or in part) SOL.
20. LAW AND JURISDICTION
This Agreement shall be governed and construed in accordance with English law and the parties both agree to submit to the
exclusive jurisdiction of the English courts. Notwithstanding the above, if Your address given in the SOL registration form is
situated in Scotland, then the Agreement shall be governed and construed in accordance with the Law of Scotland and the
parties agree to submit to the exclusive jurisdiction of the Scottish courts. |
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