ChildcareIndex

Disclaimer

If you access this website you are deemed to agree to be bound by the provisions of this legal message AND further agree to accept the application of English law to govern matters between yourself and Childcareindex.co.uk.

With respect to the information available on this website Childcareindex.co.uk expressly exclude any representation or warranty (express or implied) to the fullest extent possible. Childcareindex.co.uk makes no representations about the materials in this website or any sites linked from this website.

Terms and Conditions relating to the Use of Childcareindex.co.uk Service

1. Agreement Introduction
2. User Conduct
3. Disclaimer or Warranties
4. Term and Termination
5. Your Local Laws and International Use
6. Access to the World Wide Web
7. Deactivations
8. Your Responsibilities
9. Licence and Intellectual Property Rights
10. Indemnity
11. Links to other sites
12. Yearly Fees & Payments
13. Payment by other methods
14. Limitation of Liability
15. Notices
16. Changes to Childcareindex.co.uk
17. General
18. Governing Law

1. Agreement Introduction

This Agreement is between Xdrive Computing Ltd (`XD’), provider and operator of the Childcareindex.co.uk system and the Childcareindex.co.uk Service (‘Childcareindex.co.uk’) and you (`you` in this Agreement means either (a) the individual or entity that registered and/or provided XD his or her credit information for Childcareindex.co.uk [as defined below] or, (b) if Childcareindex.co.uk is being purchased on behalf of a company, organisation or group of people by an individual authorised to purchase a Childcareindex.co.uk listing on behalf of such a company, organisation or group of people the `you` means such a company, organisation or group of people) as an authorised user of the Childcareindex.co.uk service (‘Childcareindex.co.uk’). The following terms and conditions (`the Terms`) govern the provision and your use of Childcareindex.co.uk. This Agreement, together with any operating rules, policies, pricing, or other documents expressly incorporated herein by reference and published from time to time by XD (collectively, the `Agreement`), constitutes the entire agreement between XD and you regarding Childcareindex.co.uk, and supersedes all prior agreements between the parties regarding the subject matter of this Agreement. Please read the Terms carefully before adding your registration to become listed on Childcareindex.co.uk.  or b). enhance your free listing. You accept the Terms by clicking the "Yes, I have read and agree to the terms and conditions" checkbox during the process of adding the initial listing or enhancing and existing listing on Childcareindex.co.uk.

2. User Conduct

You acknowledge that all information, data, text, messages and other materials (`Content`), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not XD, are entirely responsible for all Content that you upload, save, store, otherwise transmit via or pass through Childcareindex.co.uk. XD does not control the Content posted via Childcareindex.co.uk and, as such, does not guarantee the accuracy, integrity or quality of such Content. You acknowledge that by using Childcareindex.co.uk, under no circumstances will XD be liable in any way for any Content, including, but not limited to, of any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, otherwise transmitted via or passed through Childcareindex.co.uk.

You agree to not use Childcareindex.co.uk to:

• i. upload, post, or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another`s privacy, hateful, or racially, ethnically or otherwise objectionable;
• ii. impersonate any person or entity, including, but not limited to, XD official, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
• iii. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through Childcareindex.co.uk;
• iv. upload, post, or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
• v. upload, post or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
• vi. upload, post or otherwise transmit any unsolicited or unauthorised advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes", or any other form of solicitation;
• vii. upload, post, or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• viii. interfere with or disrupt Childcareindex.co.uk or servers or networks connected to Childcareindex.co.uk, or disobey any requirements, procedures, policies or regulations of networks connected to Childcareindex.co.uk;
• ix. intentionally or unintentionally violate any applicable law or regulation including, but not limited to, regulations promulgated by any securities exchange.

You acknowledge that whilst XD does pre-screen some Content, it does pre-screen some content but that XD and its agents shall have the right (but not the obligation) in their sole discretion to refuse or move any Content that is available via Childcareindex.co.uk. Without limiting the foregoing, XD and its agents shall have the right to remove any Content that violates the Terms or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by XD or submitted to XD in any and all parts of Childcareindex.co.uk.

You agree that XD may access, preserve, and disclose your account information and Content: (a) to any subsidiary, affiliated companies or agent worldwide for the purpose of providing the Content to you in an efficient manner; (b) for the purpose of properly administering your account in accordance with the standard operating procedures of XD or its affiliated or subsidiary companies or agents; and (c) if required to do so by law or in the good faith belief that any such access, preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the Terms; (iii) respond to claims that any Content violates the rights of third-parties; (iv) respond to your requests for customer service; or (v) protect the rights, property, or personal safety of XD, its users and the public.

You acknowledge that the technical processing and transmission of Childcareindex.co.uk, including your Content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices. XD reserves the right to terminate your access to some or all parts of Childcareindex.co.uk if you withdraw your consent in this paragraph at any time.

3. Disclaimer or Warranties

You expressly acknowledge and agree that:

Your use of Childcareindex.co.uk is at your sole risk. Childcareindex.co.uk is provided on an “as is” and “as available” basis. To the fullest extent permitted by applicable law, XD expressly disclaims all warranties, conditions and other terms of any kind, whether express or implied, including, but not limited to any implied term or merchantability, satisfactory quality, fitness for a particular purpose, and any term as to the provision of services to a standard of reasonable care and skill or as to non-infringement of any intellectual property right.

XD makes no warranty or representation that (i) Childcareindex.co.uk will meet your requirements, (ii) Childcareindex.co.uk will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of Childcareindex.co.uk will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through Childcareindex.co.uk will meet your expectations, and (v) any errors in the software will be corrected.

Any material downloaded or otherwise obtained through the use of Childcareindex.co.uk is done at your own discretion and risk that you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.

No advice or information, whether oral or written, obtained by you from XD or through or from Childcareindex.co.uk shall create any warranty or other obligation not expressly stated in the terms.

4. Term and Termination

It is agreed that in the event that you wish to withdraw your listing, subject to the terms of this Agreement, you must provide XD notice in writing at least 30 days before the date you would like the listing to end ("the Termination Notice Period"). The listing shall terminate at the end of the Termination Notice Period and you acknowledge that your listing will be suspended and you will be removed.

In addition, XD may withdraw your listing from Childcareindex.co.uk or you may require that XD cease to provide the Service if:-

• (a) either you or XD commits any material breach of the Terms and fails to remedy such breach within thirty (30) days after receipt of written notice of the same except in the case of failure to pay in which case the period is seven (7) days;
• (b) any party becomes or is deemed insolvent, ceases to trade or has a liquidator, receiver, manager, administrator or administrative receiver or similar office appointed in respect of the whole or part of its business or enters into any arrangement or composition with its creditors or is wound up otherwise than for the purpose of a solvent amalgamation or reconstruction where the resulting entity assumed all of its obligations, or is unable to pay its debts as they fall due within the meaning of Section 123 of the Insolvency Act 1986, or is made bankrupt, or undergoes a similar or analogous event in any jurisdiction.

5. Your Local Laws and International Use

Recognising the global nature of the Internet, you agree to comply with all local laws and rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United Kingdom and the country in which you reside (if different from the aforementioned).

6. Access to the World Wide Web

In order to use Childcareindex.co.uk, you must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any service and/or telephony fees and roaming fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the World Wide Web, including a computer, modem, router or other access device.

You are permitted to edit and update your listing (`Additional Users`) using the Administration area within Childcareindex.co.uk.

Access to Childcareindex.co.uk will be provided to you once you have accepted the Terms and completed the sign up process. Your use of Childcareindex.co.uk in any manner, which is prohibited by these Terms, may result in termination or removal of your listing from Childcareindex.co.uk. You are responsible for maintaining the confidentiality of the account login details including any usernames and passwords, and are fully responsible for all activities that occur within your sign up /account.

We reserve the right to deactivate, terminate, or modify, for any or no reason, any username and or password provided to you, or that you have provided, for use with Childcareindex.co.uk.

Childcareindex.co.uk support can be contacted by email via helpsupport@childcareindex.co.uk

7. Deactivations

XD reserves the right to deactivate your account and suspend your use of Childcareindex.co.uk at any time and for any length of time that XD deems fit. An account which has been deactivated will only be reactivated at the discretion of XD.

8. Your Responsibilities

You unconditionally agree:

• (a) to provide true, accurate, current and complete information about yourself and your listing details as prompted by the sign up listing registration form (such information being the "Sign Up Data") and
• (b) to maintain and promptly update the Sign Up Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or XD has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, XD has the right to suspend or terminate your account and refuse any and all current or future use of Childcareindex.co.uk (or any portion thereof);
• (c) to notify us promptly by e-mail to info@childcareindex.co.uk if you suspect unauthorised use of Childcareindex.co.uk. Until you notify us, you remain responsible for such unauthorised use;
• (d) to provide accurate and complete sign up information (including, but not limited to, your name, postal or e-mail address, phone number, credit information) and to promptly report any changes in such information to us;
• (e) that you are responsible for providing and maintaining all computer equipment and software necessary for you to access Childcareindex.co.uk;
• (f) not to resell, remarket, or otherwise redistribute any portion of Childcareindex.co.uk;
• (g) to comply with all applicable laws, regulations, or conventions, including, but not limited to, those related to child pornography, gambling or gaming, obscenity, securities, intellectual property rights, data privacy, import/export of data, or misleading or deceptive conduct;
• (h) that you shall be responsible for all relating to the use or misuse of their account on Childcareindex.co.uk;
• (i) that you will ensure all Users are fully informed and made aware of all Terms including any restrictions placed upon your use and their use of Childcareindex.co.uk herein.

You warrant that by registering for and continuing to use Childcareindex.co.uk that you are of legal age and capacity.

9. Licence and Intellectual Property Rights

You are granted a non-exclusive, non-transferable, revocable licence with effect from your acceptance of the Terms to use Childcareindex.co.uk (and any software incorporated therein (`the Software`)).

You acknowledge and agree that Childcareindex.co.uk and Software contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that the content contained in any advertisements or information presented to you through Childcareindex.co.uk or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. You agree not to modify, lease, Rent, loan, sell, distribute or create derivative works based on Childcareindex.co.uk or the Software, in whole or in part.

Other than for the limited licence provided for above, you agree that you shall have no proprietary or other interest or rights to or in Childcareindex.co.uk.

You agree that you will not:

• (a) copy the whole or any part of the Software or system;
• (b) modify, merge or combine the whole or any part of the Software or system with any other software;
• (c) assign, transfer, distribute, sell, lease, rent, sub-licence, charge or otherwise deal in or encumber the Software;
• (d) adapt, translate, reverse engineer, decompile or disassemble the whole or any part of the Software.

10. Indemnity

You agree to defend, indemnify and hold us, our affiliates, contractors, service providers, employees and agents harmless from and against any and all liabilities, cost and expenses, including reasonable legal fees related to or arising from, any breach by you of the Terms, failure by you to perform your obligations, of Childcareindex.co.uk.

11. Links to other sites

Childcareindex.co.uk may provide, or third parties may provide, links to other World Wide Web sites or resources. Because XD has no control over such sites and resources, you acknowledge and agree that XD is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that XD shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

12. Yearley Fee & Payment

All account holders

The ‘Enhanced Listing’ offers all of the features which are listed here: http://www.childcareindex.co.uk/childcare-providers/#enhanced. Childcareindex.co.uk recommends you examine existing ‘Enhanced Listings’ before purchasing an ‘Enhanced Listing’. You will be considered to have had adequate opportunity to evaluate the type of listing Service being offered before you take an ‘Enhanced Listing’.

Once you have completed and submitted your ‘Enhanced Listing’ to the childcareindex.co.uk if you have provided valid payment information, your account will automatically be established on the Childcareindex.co.uk service your account will be charged a fee (`the Subscription`),. Full and complete particulars of the fee can be found at the following location http://www.childcareindex.co.uk/pricing/.

The total fee will be collected immediately. However, if you chose to have a one1 month free trail of an ‘Enhanced Listing’ a higher fee will be charged. Should you then wish to continue with your ‘Enhanced Listing’ after the trail period is complete the high fee will be due immediately. Such sums are expressed to be exclusive of VAT or local taxes.

Details of the Fee will be posted on the Childcareindex.co.uk website as they are issued and will become due for collection immediately, or after the trial is complete and the user chooses to continue. Charges/invoices will be viewable in the `My Account’ section of your account.

XD shall be permitted to take immediate payment of the Fee, in accordance with the payment information you provide.

You will be permitted 14 days from the date of the invoice to notify XD of any disputes you have relating to any charge in the invoice. XD shall use reasonable endeavours to resolve disputed fees. In the event that any dispute is not fully resolved, XD will flag as "under query" any unresolved invoice that remains in dispute (`under query`). Any invoice that is not flagged as "under query", will become due forthwith and payment taken by XD in accordance with this clause.

XD will investigate the Disputed Invoice and will notify you of a decision within 14 days of the dispute being raised. You acknowledge that the decision shall be final and binding on you and it shall not be disputed.

If we do not receive payment from PayPal or the card issuer or your bank, you agree to pay us all amounts due upon demand.

Commercially reasonable actions to validate your credit details will be taken.

If for any reason your credit information cannot be validated or the transaction is prevented from occurring XD will make all reasonable endeavours to make you aware of this. If, following these endeavours, no effort is made to remedy the situation by you and the transaction remains outstanding for longer than 7 days XD reserves the right to terminate or deactivate the account at this time and remove the ‘Enhanced Listing’.

13. Payment by Other Methods

You may, if you are a larger user, request to pay upon receipt of a postal invoice. This additional invoicing and payment service must be agreed in advance. All payments must be in GB Pnds Stlg (English Pounds) and will attract an administration fee of GB Pnds Stlg 45.00 per invoice. These invoices will require payment by return and should be paid directly to our bank (details on invoice), quoting the invoice number as the payment reference.

14. Limitation of Liability

You expressly acknowledge and agree that XD shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if XD has been advised of the possibility of such damages), resulting from: (i) the use or inability to use Childcareindex.co.uk; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from Childcareindex.co.uk; (iii) unauthorised access to or alteration of your transmissions or data or listing; (iv) statements or conduct of any third party on Childcareindex.co.uk; or (v) any other matter relating to Childcareindex.co.uk.

In any event your sole right and exclusive remedy and our exclusive liability in the event of any material breach of the Terms by XD, is to require the cessation of Childcareindex.co.uk as provided in Clause ‘Term and Termination’ and to recover your direct damages up to a maximum of the amount you have actually paid to XD for Childcareindex.co.uk in the previous 6 months from the date of termination.

Nothing in the Terms shall exclude or limit either party`s liability for death or personal injury arising from its negligence or that of its servants, agents or employees.

15. Notices

Notices to you may be made via either email or regular mail. The Service may also provide notices of changes to the Terms or other matters by displaying notices or links to notices to you generally on Childcareindex.co.uk.

You should send all written notices relating to the Service either to the following address:

X:drive Computing Limited
29 – 30 Watling Street, Canterbury, Kent CT1 2UD.

or by email to info@childcareindex.co.uk.

You acknowledge that you are responsible for ensuring that any notices you send to XD are received by XD. If any time limits apply to the period of notice under the Terms you are responsible for meeting such time limits.

16. Changes to Childcareindex.co.uk

The Terms may be changed (including any reasonable change to the Fee (as defined below) for use of Childcareindex.co.uk) at any time provided that any change to the Fee will only take effect 30 days after the date of notification.

Any changes to Childcareindex.co.uk will be notified to you by e-mail to the address you provided to XD on sign up to the Childcareindex.co.uk service.

17. General

These Terms constitute the entire agreement between you and us, superseding any prior oral or other agreements about Childcareindex.co.uk.

Your use of Childcareindex.co.uk after the effective date of a change of the Terms constitutes your continued acceptance of the Terms and Childcareindex.co.uk, as amended.

If any provision of these Terms is determined to be invalid, all other provisions remain in force

18. Governing Law

These Terms will be governed by English Law and disputes relating to them will be submitted to the exclusive jurisdiction of the English courts.