Terms of Use (“Terms”)
Our Terms of Use were last updated on 12.10.22.
Please read these terms and conditions carefully before using Our Service. Some of our services offer service-specific terms and conditions (e.g. EDATT, Social Media Management) please ensure you read service-specific terms accessible via the tabs above.
Interpretation and Definitions
Interpretation
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
Definitions
For the purposes of these Terms of Use:
Acknowledgment
These are the Terms of Use governing the use of this Service and the agreement that operates between You and the Company. These Terms of Use set out the rights and obligations of all users regarding the use of the Service.
Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms of Use. These Terms of Use apply to all visitors, users and others who access or use the Service.
By accessing or using the Service You agree to be bound by these Terms of Use. If You disagree with any part of these Terms of Use then You may not access the Service.
You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.
Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.
User Accounts
When you create an account with us You must provide Us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your account on Our Service.
You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under Your password, whether Your password is with Our Service or a Third-Party Social Media Service.
You agree not to disclose Your password to any third party. You must notify Us immediately upon becoming aware of any breach of security or unauthorised use of Your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorisation, or a name that is otherwise offensive, vulgar or obscene.
Content
Your Right to Post Content
Our Service allows You to post Content. You are responsible for the Content that You post to the Service, including its legality, reliability, and appropriateness.
By posting Content to the Service, You grant Us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. You retain any and all of Your rights to any Content You submit, post or display on or through the Service and You are responsible for protecting those rights. You agree that this license includes the right for Us to make Your Content available to other users of the Service, who may also use Your Content subject to these Terms.
You represent and warrant that: (i) the Content is Yours (You own it) or You have the right to use it and grant Us the rights and license as provided in these Terms, and (ii) the posting of Your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.
Content Restrictions
The Company is not responsible for the content of the Service’s users. You expressly understand and agree that You are solely responsible for the Content and for all activity that occurs under your account, whether done so by You or any third person using Your account.
You may not transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, the following:
The Company reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any Content is appropriate and complies with this Terms, refuse or remove this Content. The Company further reserves the right to make formatting and edits and change the manner of any Content. The Company can also limit or revoke the use of the Service if You post such objectionable Content. As the Company cannot control all content posted by users and/or third parties on the Service, you agree to use the Service at your own risk. You understand that by using the Service You may be exposed to content that You may find offensive, indecent, incorrect or objectionable, and You agree that under no circumstances will the Company be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content.
Content Backups
Although regular backups of Content are performed, the Company does not guarantee there will be no loss or corruption of data.
Corrupt or invalid backup points may be caused by, without limitation, Content that is corrupted prior to being backed up or that changes during the time a backup is performed.
The Company will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of Content. But You acknowledge that the Company has no liability related to the integrity of Content or the failure to successfully restore Content to a usable state.
You agree to maintain a complete and accurate copy of any Content in a location independent of the Service.
Copyright Policy
Intellectual Property Infringement
We respect the intellectual property rights of others. It is Our policy to respond to any claim that Content posted on the Service infringes a copyright or other intellectual property infringement of any person.
If You are a copyright owner, or authorised on behalf of one, and You believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, You must submit Your notice in writing to the attention of our copyright agent via email [email protected] and include in Your notice a detailed description of the alleged infringement.
You may be held accountable for damages (including costs and attorneys’ fees) for misrepresenting that any Content is infringing Your copyright.
DMCA Notice and DMCA Procedure for Copyright Infringement Claims
You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing for further detail:
You can contact our copyright agent via email [email protected]. Upon receipt of a notification, the Company will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Service.
Intellectual Property
The Service and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors.
The Service is protected by copyright, trademark, and other laws of both the Country and foreign countries.
Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.
Your Feedback to Us
You assign all rights, title and interest in any Feedback You provide the Company. If for any reason such assignment is ineffective, You agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.
Links to Other Websites
Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.
The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company 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 the use of or reliance on any such content, goods or services available on or through any such web sites or services.
We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.
Termination
We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms of Use.
Upon termination, Your right to use the Service will cease immediately. If You wish to terminate Your Account, You may simply discontinue using the Service.
Limitation of Liability
Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 USD if You haven’t purchased anything through the Service.
To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of
this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party’s liability will be limited to the greatest extent permitted by law.
“AS IS” and “AS AVAILABLE” Disclaimer
The Service is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither the Company nor any of the company’s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.
Governing Law
The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.
Disputes Resolution
If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.
For European Union (EU) Users
If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.
United States Legal Compliance
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
Severability and Waiver
Severability
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Waiver
Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.
Changes to These Terms of Use
We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material. We will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
By continuing to access or use Our Service after those revisions become effective you agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.
Contact Us
If you have any questions about these Terms of Use you can contact us:
For full terms and conditions, please contact [email protected]
These terms are effective as of the date of the signing of the Social Media Management order form by the client. Please read these terms and conditions carefully and ensure that you understand them.
This document (the “Agreement”) outlines the terms and conditions of use of the Social Media Management service (“the Service”) provided by Hanley Health Ltd. t/a Hanley Consulting, a company registered in England and Wales (“the Provider”).
1.1 By purchasing, installing, or using the Service, the authority, its staff, associates, and agents (“the Client”) agree to be bound by these terms and conditions.
2.1 The Provider shall make available the Service to the Client as per the agreement between the parties.
2.2 The Provider reserves the right to make any changes to the Service, its operation, and interface at any time without prior notice.
2.3 The Service includes, but is not limited to, account creation, content creation, scheduling, posting, engagement, and analytics across specified social media platforms.
2.4 Best practices will be followed in all aspects of service provision to ensure effective social media management and client satisfaction.
3.1 The Provider grants the Client a non-exclusive, non-transferable, revocable licence to use the Service for the Client’s business purposes only.
3.2 The Client shall not reverse engineer, modify, reproduce, or copy the Service without express written consent from the Provider.
4.1 The Provider and the Client agree to comply with all applicable data protection and privacy laws in the United Kingdom.
4.2 The Client is responsible for obtaining all necessary permissions and consents to use personal data with the Service.
4.3 The Provider will follow best practices to ensure the security and privacy of social media metrics and any other data handled.
5.1 Both parties shall keep in confidence any information (whether written or oral) of a confidential nature obtained under or in connection with this Agreement.
5.2 Best practices will be followed to protect the confidentiality of the Client’s social media strategies and content.
6.1 The Provider makes no warranties, express or implied, with respect to the suitability, reliability, availability, timeliness, performance, and accuracy of the Service.
6.2 The Client acknowledges that the Service may not operate uninterrupted or error-free and the Provider is not responsible for any loss or damage resulting from such interruptions or errors.
7.1 The Provider’s total liability in contract, tort (including negligence), breach of statutory duty, or otherwise shall be limited to the total fees paid by the Client for the Service in the 12 months preceding the event causing the claim.
7.2 The Provider shall not be liable for any indirect, special or consequential losses, loss of profits, revenue, data, goodwill or anticipated savings.
8.1 This Agreement commences on the date of purchase of the Service and will continue for a minimum period of six months (“Initial Term”), after which it will automatically renew on a monthly rolling basis.
8.2 Either party may terminate this Agreement with 30 days’ written notice after the Initial Term.
8.3 The Provider may terminate this Agreement immediately upon written notice to the Client if the Client breaches any of its obligations under this Agreement and fails to remedy such breach within 30 days of written notice from the Provider.
8.4 Upon termination of this Agreement for any reason, the Client shall cease to use the Service and shall return or destroy all copies of any related materials in its possession.
9.1 The Client will indemnify and hold harmless the Provider against all claims, damages, losses and expenses arising as a result of any action or claim that the Client’s data infringes the Intellectual Property Rights of a third party.
10.1 Neither party shall be liable for failure to perform its obligations if such failure is as a result of Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalisation, government sanction, blockage, embargo, labour dispute, strike, lockout or interruption or failure of electricity, pandemics, epidemics (including but not limited to COVID-19), or any other cause beyond the reasonable control of the affected party.
11.1 This Agreement is governed by and construed in accordance with the laws of England and Wales and each party hereby submits to the exclusive jurisdiction of the courts of England and Wales.
12.1 The Client shall pay the Provider the agreed monthly fees for the Service. Payment can be made by direct debit. Other payment methods can be agreed upon request but will require a minimum of 6 months pre-payment. See sections 19 to 24 for details of Subscriptions and Payment Terms.
12.2 The Provider reserves the right to suspend access to the Service in the event of late payment. Best practices will be followed to ensure smooth payment processing and communication.
13.1 The Provider shall, at its own cost, have and maintain in force, with reputable insurers, insurance coverage sufficient to meet its liabilities under this Agreement.
14.1 The Provider reserves the right to engage subcontractors to perform certain services related to the provision of the Service. However, the Provider remains responsible for compliance with all terms of this Agreement and for any acts or omissions of its subcontractors as if they were the Provider’s own.
15.1 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (LCIA) Rules, which Rules are deemed to be incorporated by reference into this clause.
15.2 The number of arbitrators shall be one, the seat, or legal place, of arbitration shall be London, England, and the language to be used in the arbitral proceedings shall be English.
16.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
16.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
17.1 The initial pricing of the Service is determined based on the agreed terms at the time of purchase.
17.2 Upon renewal of this Agreement after the Initial Term or any subsequent Renewal Term, the pricing for the Service may be adjusted as agreed upon by both parties.
17.3 The Client acknowledges and agrees that the Provider reserves the right to adjust the pricing upon renewal based on market conditions and service scope.
18.1 The Client acknowledges that Hanley Health Ltd. must have been given consent to deploy the Service and provided with all necessary information to enact the deployment, within 6 months of the signed agreement date.
18.2 If the delay in deployment within this 6-month period is attributable to the Client and not to Hanley Health Ltd., the terms of this Agreement and associated payment schedules will need to be renegotiated between the Provider and the Client.
18.3 Failure by the Client to deploy within the said 6-month period does not automatically terminate this Agreement but triggers the need for renegotiation as stated in section 18.2.
18.4 In the event that the deployment of the Service is partially complete at the end of the 6-month period, due to delays attributable to the Client, the Provider and the Client agree to negotiate any applicable fees and terms in consideration of the level of partial completion. The renegotiated terms will be documented in writing and agreed upon by both parties.
Subscriptions and Payment Terms
19.1 By subscribing to the Service, the Client agrees to recurring monthly payments for the duration of the subscription.
19.2 The Client consents to automatic charges to their chosen payment method for the agreed subscription fee.
20.1 Payments will be billed monthly in advance, on the same day each month as the date of the initial subscription, unless otherwise agreed in writing by both parties.
20.2 The amount of each recurring payment will be specified in the purchase agreement and may be subject to change upon renewal as outlined in Section 17.
21.1 The billing cycle for the Service will be monthly, commencing on the date of the initial subscription and recurring on that date each month.
22.1 The Client may cancel the subscription at any time after the Initial Term by providing 30 days’ written notice to the Provider or cancelling their subscription from the Stripe Customer Portal.
22.2 Cancellations will take effect at the end of the current billing cycle, and no further payments will be charged.
23.1 Fees paid for the Service are non-refundable, except where required by law or as otherwise agreed in writing by the Provider.
23.2 If the Client cancels the subscription, they will not be entitled to any pro-rata refund for the remaining period of the billing cycle.
24.1 The Provider ensures compliance with applicable payment regulations, including Strong Customer Authentication (SCA) requirements.
24.2 The Client agrees to comply with any necessary authentication processes as required by their payment provider or relevant regulations.
By purchasing the Social Media Management service, you agree to be bound by these terms and conditions. If you do not agree to these terms, please do not purchase or use the Service.
Hanley Health Ltd. reserves the right to modify these terms and conditions at any time without prior notice.
Last Updated: 08/11/2023
Hanley Health Ltd (T/A Hanley Consulting) – Registered in England and Wales No. 06792565 – Registered Office: The Home Office, Pennyroyal Court, Station Rd, Tring, Hertfordshire, England, HP23 5QY
