IMPORTANT: PLEASE READ CAREFULLY
UPON MAKING FIRST PAYMENT, THE SUBSCRIBER AGREES TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS OF SERVICE
1. DEFINITIONS
1.1 The followings words and phrases shall have the meanings as set out below:
| Phrase | Meaning |
|---|---|
| Agreement | means the contract comprising these terms and conditions; |
| XEDI Ltd. | means XEDI Ltd. (company number 04871515) whose registered office is at 4b Cartwright Court, Bradley Business Park, Huddersfield, West Yorkshire, HD2 1GN; |
| Help Desk Support | means the telephone or e-mail support provided by XEDI Ltd. on any business day (excluding weekends and bank holidays) during the hours of 09:00am to 17:00pm; |
| Intellectual Property Rights | means all copyright and rights in the nature of copyright, design rights, patents, trade marks, applications for any of the foregoing, moral rights, know-how, confidential information or any other intellectual or industrial property rights whether or not registered or capable of being registered and those subsisting in the United Kingdom or any other part of the world; |
| Login Details | means the login user name and password, which enable the Subscriber to access the XEDI Service; |
| Retailer | means the company whom you are trading with using this Service. |
| Standing Order Mandate | means the instructions (prepared by XEDI Ltd.) to the Subscribers bank to pay the Subscription Charge; provided by XEDI Ltd. (so they can’t just send their own in) |
| Subscriber | means the party to this Agreement, whose details are recorded in the Order Form and Standing Order Mandate; |
| Subscription Charge | means (unless otherwise specifically agreed in writing) the sum stated on the Order Form, payable by the Subscriber in accordance with Clause 7 below. |
| XEDI Service | means the web based Electronic Data Interchange service which is accessible from the website with the URL https://secure.xedi.com, details of which are described within; |
| Order Form | means the document delivered to the Subscriber containing the Login Details. |
2. XEDI Ltd. OBLIGATIONS
2.1 In consideration for payment of the Subscription Charge, XEDI Ltd.:
2.1.1 grants to the Subscriber a non-exclusive, terminable right and licence to access and utilise the XEDI Service using the Login Details; and
2.1.2 shall provide the Help Desk Support
2.1.3 shall process data between the Subscriber and Retailer, which involves adding, amending, and omitting data and the use of rounding values.
2.2 XEDI Ltd. may, at its absolute discretion, vary the specification of the XEDI Service at any time without notice to the Subscriber.
3. LOGIN DETAILS
3.1 Under no circumstances shall the Subscriber disclose the Login Details to any party other than an authorised employee.
3.2 The Subscriber agrees that it shall immediately notify XEDI Ltd. upon becoming aware of the loss or misuse of the Login Details.
4. RESTRICTIONS
4.1 The Subscriber shall not (or permit others to do so):
4.1.1 adapt, translate, de-compile, reverse engineer, disassemble, crack or hack the XEDI Service;
4.1.2 utilise the XEDI Service for any purpose other than for submitting and/or receiving electronic documents in relation to goods delivered or services rendered by, or on behalf of the Subscriber.
5. AVAILABILITY 5.1 XEDI Ltd. shall use its reasonable endeavours to ensure the continuous availability and operation of the XEDI Service.
5.2 The Subscriber acknowledges that:
5.2.1 The XEDI Service:
5.2.1.1 is provided on an “as is” and “as available” basis;
5.2.1.2 may not be uninterrupted or error free;
5.2.1.3 may be suspended in accordance with Clause 11 below.
5.2.2 the internet and world wide web are inherently uncontrollable and that the XEDI Service may not be accessible for reasons beyond the reasonable control of XEDI Ltd..
5.2.3 data used by the Subscriber may be copied and/or backed up for internal use and for use by subcontractors appointed by XEDI Ltd. for the purposes of support and development.
5.2.4 Information submitted by the Subscriber or the Retailer should be backed up by the Subscriber as they see fit and not to rely upon backups by XEDI Ltd..
6. WARRANTIES
6.1 To the fullest extent permissible by law, XEDI Ltd. excludes any express, implied or statutory warranties (including warranties as to the conditions of quality or fitness for a particular purpose) including those implied by the Sale of Goods Act of 1979 (as amended) and the Supply of Goods and Services Act of 1982
6.1.1 Subject to Clause 5.2.2 above, XEDI Ltd. warrants that the XEDI Service, shall function with errors excluded
7. CHARGES AND PAYMENT
7.1 The Subscriber shall pay XEDI Ltd. the Subscription Charge and any other charges in accordance with the Order Form.
7.2 XEDI Ltd. reserves the right to alter charges on a monthly basis. XEDI Ltd. shall provide the Subscriber notice of any proposed change.
7.3 This Agreement will be effective from the date of the latter of the signatures of the parties and is valid on a month-by-month basis and can be terminated as set forth in this Agreement.
7.4 Where a payment arrangement is in place, if any payments are missed then the full balance of the invoice will become payable immediately and the XEDI service may be suspended until payment has been successfully received.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 All Intellectual Property Rights and other proprietary rights of whatever nature in the XEDI Service and are and shall remain the sole property of XEDI Ltd..
8.2 The Subscriber shall not acquire or claim any title to any of the Intellectual Property Rights in the XEDI Service.
9. LIABILITY & INDEMNITY
9.1 The Subscriber agrees and acknowledges that XEDI Ltd. are not involved in the agreement or payment of any invoices submitted for payment by the Retailer through the XEDI Service.
9.2 XEDI Ltd. shall not be liable to the Subscriber for any damages whatsoever or howsoever (inclosing without limitation damages for loss of business profits, business interruption, loss of business information or other consequential, indirect, economic or pecuniary loss) arising out of the use or inability to use the XEDI Service, even if XEDI Ltd. have been informed of the possibility of such damages.
9.3 XEDI Ltd. shall not be held liable for any breach of its obligations resulting from causes beyond its reasonable control, including without limitation those referred to in Clause 5.2.2 above.
9.4 XEDI Ltd. does not exclude or limit liability for death or personal injury.
9.5 The entire risk in respect of the results and performance of the XEDI Service is assumed solely by the Subscriber.
10. INDEMNITY
10.1 The Subscriber shall indemnify XEDI Ltd. (on an indemnity basis) in full and hold Web EDI (UK) Ltd. harmless from all claims, demands, damages, and expenses (including legal fees) arising out of or in connection with any:
10.1.1.1 loss or misuse of the Login Details;
10.1.1.2 use of the XEDI Service.
11. SUSPENSION
11.1 XEDI Ltd. shall be entitled to suspend access to the XEDI Service without any liability to the Subscriber whatsoever, where:
11.1.1 it is reasonably necessary for XEDI Ltd. to carry out routine upgrade, repair or maintenance works to the XEDI Service; or
11.1.2 the Subscriber:
11.1.2.1 fails to pay the Subscription Charge in full;
11.1.2.2 breaches any term of this Agreement.
12. TERM & TERMINATION
12.1 This Agreement shall continue on a monthly basis, unless or until:
12.1.1 the Subscriber gives XEDI Ltd. not less than two (2) months notice to terminate;
12.1.2 XEDI Ltd. terminates this Agreement at any time by written notice to the Subscriber, if the Subscriber:
12.1.2.1 commits any material breach of its obligations under this Agreement which (if remediable) are not remedied within seven (7) days after the service of written notice specifying the breach and requiring it to be remedied;
12.1.2.2 makes any voluntary arrangement with its creditors (within the meaning of the Insolvency act 1986) or if a petition is presented for the making of an administration order subject to an administration order or goes into liquidation;
12.1.2.3 ceases to carry on the XEDI service.
12.1.3 XEDI Ltd. terminates this Agreement forthwith, for any reason whatsoever.
12.2 Any Subscription Charge outstanding at the termination of this Agreement shall immediately become payable to the Subscriber.
13. ASSIGNMENT
13.1 The Subscriber shall have no right to assign, sub-licence or otherwise transfer the benefits of, nor delegate its obligations whether in whole or in part under this Agreement.
13.2 XEDI Ltd. shall be permitted to assign its rights and obligations under this Agreement, whether in whole or in part, without any consent from The Subscriber.
14. CONTRACT RIGHTS OF THIRD PARTIES
14.1 A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999, to enforce any of the terms and conditions of this Agreement.
15. NOTICES
15.1 Any notice required or permitted under the terms of this Agreement or required by statute, law or regulation will (unless otherwise provided) be in writing and will be delivered in person, sent by facsimile, registered mail (properly posted and fully prepaid in an envelope properly addressed) or by e-mail.
15.2 Any such notice shall be considered to have been given on the first working day occurring after the day of actual delivery or sending by facsimile or e-mail or in any other event within two (2) working days after it was posted in accordance with this Clause 15.
16. WAIVER
16.1 Failure or neglect by either party to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of such party's rights hereunder nor in any way affect the validity of the whole or any part of this Agreement nor prejudice such party's rights to take subsequent action.
17. FAIR USE POLICY
17.1 A usage quota is included in the Subscription for processing up to a total of 80 documents per month (incoming and outgoing). The remainder of unused quota cannot be carried forward to the following month. Usage over an above the fair use policy is subject to costs as found at xedi.com/terms, Volume Related Charges (Usage).
18. FURTHER ASSURANCE
18.1 At any time after the date of this Agreement, either party shall, at the request and cost of the other party, execute or procure the execution of such documents and do or procure the doing of such acts and things as the other party may reasonably require for the purpose of giving to the other party the full benefit of all the provisions of this Agreement.
19. SEVERABILITY
19.1 In the event that any of these terms, conditions or provisions or those of any schedule or attachment hereto will be determined by any competent authority to be invalid, unlawful or unenforceable to any extent such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
20. LAW
20.1 The parties hereby agree that this Agreement and the provisions hereof will be construed in accordance with the Laws of England and Wales and the parties submit to the exclusive jurisdiction of the English Courts.
21. TECHNICAL SUPPORT
21.1 The Subscriber accepts full responsibility for any files which are rejected for any reason whatsoever.
21.2 Help Desk Support is provided to assist any Subscriber in how to use the XEDI system.
21.3 All email support must originate via the support ticket system available in the Support section of the XEDI Service (https://support.xedi.com). Any Help Desk requests sent directly to a named individual is not allowed and any subsequent response received does not constitute a support issue.
E&OE
Subscribers who send or receive an excess of 80 documents per month will be charged according to the rates below:
| Estimated no of documents* / month | chars (max) | Monthly Cost | |
|---|---|---|---|
| Band 0 | 80 | 96,000 | inclusive** |
| Band 1 | 250 | 300,000 | £54 |
| Band 2 | 500 | 600,000 | £108 |
| Band 3 | 1000 | 1,200,000 | £216 |
| Band 4 | 2000 | 2,400,000 | £432 |
| Band 5 | 3000 | 3,600,000 | £648 |
| Band 6 | 4000 | 4,800,000 | £864 |
| Band 7 | 5000 | 6,000,000 | £1080 |
| Band 8 | 6000 | 7,200,000 | £1296 |
| Band 9 | 7000 | 8,400,000 | £1512 |
| Band 10 | 8000 | 9,600,000 | £1728 |
* based on 1.2Kchar per document ** documents are processed as part of your standard monthly subscription
The following are guidelines for the establishment and enforcement of XEDI Ltd.'s AUP:
XEDI Ltd. intends to provide its customers access to everything the Internet has to offer. While XEDI Ltd. is firmly committed to the principles of free speech, certain activities that may be damaging to the resources of both XEDI Ltd. and the Internet and cannot be permitted under the guise of free speech. The resources of XEDI Ltd. and the Internet are limited, and abuse of these resources by one user has a negative impact on the entire community.
We do not routinely monitor the activity of accounts except for measurements of system utilization and the preparation of billing records.
You may not use your dedicated system or virtual site to publish material, which XEDI Ltd. determines, at its sole discretion, to be unlawful, indecent or objectionable. For purposes of this policy, "material" refers to all forms of communications including narrative descriptions, graphics (including photographs, illustrations, images, drawings, logos), executable programs, video recordings, and audio recordings.
If a XEDI Ltd. account is used to violate the Acceptable Use Policy or our TOS, we reserve the right to terminate the service without notice. We prefer to advise customers of inappropriate behaviour and any necessary corrective action, however, flagrant violations of the Acceptable Use Policy will result in immediate termination of service. Our failure to enforce this policy, for whatever reason, shall not be construed as a waiver of our right to do so at any time.
As a member of our network community, you must use your Internet access responsibly. If you have any questions regarding this policy, please contact us.
The following constitute violations of this AUP:
Users who violate systems or network security may incur criminal or civil liability. XEDI Ltd. will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in the investigation of suspected criminal violations.
As our Customers are ultimately responsible for the actions of their clients over the XEDI Ltd. network, it is advisable that Customers develop a similar, or stricter, policy for their clients.
Security
You are responsible for any misuse of your account, even if the inappropriate activity was committed by a friend, family member, guest or employee. Therefore, you must take steps to ensure that others do not gain unauthorized access to your account. In addition, you may not use your account to breach security of another account or attempt to gain unauthorized access to another network or server. Your password provides access to your account. It is your responsibility to keep your password secure.
Sharing your password and account access with unauthorized users is prohibited. You should take care to prevent others from using your account since you will be held responsible for such use.
Attempting to obtain another user's account password is strictly prohibited, and may result in termination of service.
You must adopt adequate security measures to prevent or minimize unauthorized use of your account.
You may not attempt to circumvent user authentication or security of any host, network or account. This includes, but is not limited to, accessing data not intended for you, logging into or making use of a server or account you are not expressly authorized to access, or probing the security of other networks. Use or distribution of tools designed for compromising security is prohibited. Examples of these tools include, but are not limited to, password guessing programs, cracking tools or network probing tools.
Network Performance XEDI Ltd. accounts operate on shared resources. Excessive use or abuse of these shared network resources by one customer may have a negative impact on all other customers. Misuse of network resources in a manner which impairs network performance is prohibited by this policy and may result in termination of your account.
You are prohibited from excessive consumption of resources, including CPU time, memory, disk space and session time. You may not use resource-intensive programs which negatively impact other customers or the performances of XEDI Ltd. systems or networks. XEDI Ltd. reserves the right to terminate or limit such activities.
REPORTING VIOLATIONS OF XEDI Ltd. AUP
XEDI Ltd. requests that anyone who believes that there is a violation of this AUP direct the information to the Abuse Department at abuse@xedi.com
If available, please provide the following information:
REVISIONS TO THIS ACCEPTABLE USE POLICY XEDI Ltd. reserves the right to revise, amend, or modify this AUP, our TOS (Terms of Service) and our other policies and agreements at any time and in any manner. Notice of any revision, amendment, or modification will be posted in accordance with our TOS (Terms of Service) .
Website Development and Search Engine Optimisation (SEO)
General XEDI Ltd. will carry out work only where an agreement is provided either by email, telephone, mail or fax. XEDI Ltd. will carry out work only for Clients who are 18 years of age or above. An 'order' is deemed to be a written or verbal contract between XEDI Ltd. and the client, this includes telephone and email agreements.
Website Design and Optimisation Whilst every endeavour will be made to ensure that the website and any scripts or programs are free of errors, XEDI Ltd. cannot accept responsibility for any losses incurred due to malfunction, the website or any part of it.
The website, graphics and any programming code remain the property of XEDI Ltd. until all outstanding accounts are paid in full.
Any scripts, cgi applications, php scripts, or software (unless specifically agreed) written by XEDI Ltd. remain the copyright of XEDI Ltd. and may only be commercially reproduced or resold with the permission of XEDI Ltd..
XEDI Ltd. cannot take responsibility for any copyright infringements caused by materials submitted by the client. We reserve the right to refuse any material of a copyrighted nature unless adequate proof is given of permission to use such material.
Any additions to the brief will be carried out at the discretion of XEDI Ltd. and where no charge is made by XEDI Ltd. for such additions, Web EDI (UK) Ltd. accept no responsibility to ensure such additions are error free and reserve the right to charge an according amount for any correction to these or further additions.
The client agrees to make available as soon as is reasonably possible to XEDI Ltd. all materials required to complete the site to the agreed standard and within the set deadline.
XEDI Ltd. will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines.
XEDI Ltd. will not be liable or become involved in any disputes between the site owner and their clients and cannot be held responsible for any wrongdoing on the part of a site owner.
XEDI Ltd. will not be liable for any costs incurred, compensation or loss of earnings due to the work carried out on behalf of the client or any of the clients appointed agents.
XEDI Ltd. will not be liable for any costs incurred, compensation or loss of earnings due to the unavailability of the site, its servers, software or any material provided by its agents.
Once a website has been designed and completed the final balance of payment is then due in accordance with our payment terms. There are no exceptions to this, i.e If the client decides they no longer want the site, as they have commissioned the work and paid a deposit they are still obliged to pay for the work that has been done. Non payment will result in legal action being taken if necessary.
Disclaimers and limitations on liability
XEDI Ltd. shall not be responsible for URLs dropped or excluded by a search engine for any reason.
XEDI Ltd. shall not be responsible for delays or failure of performance resulting from Internet Service Provider delivery problems or failure, or any communication or delivery problems associated with Client's receipt of the Account Service data. XEDI Ltd. shall not be responsible for acts or causes beyond their control, including but not limited to: acts of God, strikes, lockouts, communications line or equipment failures, power failures, earthquakes, or other disasters.
XEDI Ltd. do not represent or warrant that Customers' URLs will achieve a favourable position, or any position, within a particular search engine.
XEDI Ltd. do not warrant or represent that the use or the results of the use of the materials available through the XEDI Ltd. Services or from third parties will be correct, accurate, timely, reliable or otherwise.
You expressly agree that use of the XEDI Ltd. Services provided hereunder is at your sole risk. These Services are provided on an "as is" and "as available" basis. XEDI Ltd. expressly disclaim all warranties of any kind, express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose or non-infringement.
Notwithstanding the security precautions taken against disclosure of information, there are certain conditions that exist on the Internet generally which are outside XEDI Ltd.' control and could result in a breach of security. Accordingly, XEDI Ltd. cannot guarantee that Your Account Service data information will be free from corruption or piracy. You hereby expressly waive any claim against XEDI Ltd. arising out of the loss of data through corruption, piracy, breach of security or for any other reason that is not based on intentional or grossly negligent actions of XEDI Ltd..
To the maximum extent allowed by law, XEDI Ltd. and any of their parents, members, subsidiaries, affiliates, service providers, licensors, officers, directors or employees shall not be liable for any direct, indirect, special, incidental or consequential damages (no matter how they arose, including negligence), or for interrupted communications, lost data or lost profits, arising out of or in connection with the Services provided hereunder. Further, Web EDI (UK) Ltd. will not have any liability for any losses arising because the XEDI Ltd. Services are not operational or accessible. This section does not limit liability for bodily injury of a person.
Database, Application and E-Commerce Development XEDI Ltd. cannot take responsibility for any losses incurred by the use of any software created for the client. Whilst every care has been taken to ensure products are problem free and accurate, the ultimate responsibility lies with the client in ensuring that all software is functioning correctly before use.
Any scripts, cgi applications or software (unless specifically agreed) written by XEDI Ltd. remain the copyright of XEDI Ltd. and may only be commercially reproduced or resold with the permission of XEDI Ltd..
Where software and respective licences are resold, XEDI Ltd. reserve the right to withold payment for such licence until paid for by the Client.
Where applications or sites are developed on servers not recommended by XEDI Ltd., the client is expected to provide or seek any information, additional software, support or co-operation pertaining to the server required in order for the application to be correctly developed. Where large applications are to be developed, it is the clients responsibility to provide a suitable testing environment which is identical to the final production environment.
The client is expected to test fully any application or programming relating to a site developed by XEDI Ltd. before being made generally available for use. Where "bugs", errors or other issues are found after the site is live, XEDI Ltd. will endeavour (but is not obliged to) to correct these issues to meet the standards of function outlined in the brief
Compatibility XEDI Ltd. will endeavour to ensure that any developed/designed site or application will function correctly on the server it is initially installed in and that it will function correctly when viewed with the web browsing software Microsoft Internet Explorer Version 6 and to an acceptable level with Mozilla browsers. XEDI Ltd. can offer no guarantees of correct function with all browser software.
Complaints Procedure Anyone who experiences a problem with the web service provided by XEDI Ltd. should raise the matter directly using our online contact form to do so, giving sufficient information to locate the material (such as an url) and clearly outlining the grounds for complaint.
Any complaints must be followed up within 14 days, or each support case will be considered as resolved.
XEDI Ltd. will approach the individual responsible for the material in question with a view to resolving the matter to the satisfaction of the complainant.
Website Hosting Whilst XEDI Ltd. recommends hosting companies to host websites, no guarantees can be made as to the availability or interruption of this service by XEDI Ltd. cannot accept liability for losses caused by the unavailability, malfunction or interruption of this service, or for loss of turnover, sales, revenue, profits or indirect, consequential or special loss.
XEDI Ltd. reserve the right to refuse to handle in any way, material which may be deemed offensive, illegal or in any way controversial, and also to terminate the free hosting service should the necessity arise.
Payment of Accounts It is the policy of XEDI Ltd. that any outstanding accounts for work carried out by XEDI Ltd. or its affiliates are required to be paid in full, no later than 30 days from the date of the invoice unless by prior arrangement with XEDI Ltd.
We reserve the right to forward any email that requires action from a Subscriber of the XEDI Service to the Subscriber. This condition overrides any default confidentiality clause received as part of the senders disclaimer notice. This measure is taken to resolve issues whilst ensuring continuity of service.
All emails are intended solely for the person or organisation to which it is addressed. It may contain privileged and confidential information. If you are not the intended recipient of the message, please notify the sender immediately and do not disclose the contents to any other person, use it for any purpose, or store or copy the information in any medium. Internet communications are not secure and therefore XEDI Ltd. does not accept legal responsibility for the contents of this message. Any views or opinions presented are solely those of the author and do not necessarily represent those of XEDI Ltd., unless otherwise specifically stated.
GDPR is bringing in new legal protection for personal information from May 25th 2018. This document informs you of what personal information XEDI hold, why we hold it and what your rights are. Please read the statement below and confirm that we have your consent to store and use your data.
We hold and use client data in order to provide you and your company with the EDI service and support requirements. The lawful basis under which we hold and use information is for the continued operation and provision of the service we provide. To illustrate; every EDI document sent and received by the XEDI system contains one or more pieces of identifiable information, including your company name, address, VAT code, supplier code, product descriptions etc.
All data held is required for normal operation of the service and only used to provide you with the service. Your data isn't shared with 3rd parties outside the scope of providing the service or supporting queries. For example, we would refer to either yourself or your company when resolving an issue with your trading partner/trading partners technical support team. In such an instance, the 3rd party would handle the usage and disposal of your personal information as per GDPR regulation and their own internal privacy policy.
XEDI encrypts your data in transit using and at rest using the highest level of encryption. All data is stored and transferred in EU based datacentres. Each datacenter conforms to ISO 27001 which safeguards client data through best practices, cryptographic, data transfer and data storage policies. Billing information is not stored on our servers directly. Billing account information is stored by our billing partners and linked to your XEDI account.
Please contact the GDPR team to discuss any queries you may have in regard to GDPR and how we handle your data.
For more information please read XEDI's blog post about GDPR.
By agreeing to the terms above, you are giving consent for marketing materials to be sent to the registered contact on the XEDI system. This information is never shared with 3rd party entities for the purposes of marketing.