Terms & Conditions:

These terms and conditions relate solely to the provision and hosting of a commercial website by SalePack to clients and are the only basis on which SalePack is prepared to provide such services. Any agreement covered by these terms and conditions is legally binding when requested by a Client submitting an online application for service to the relevant section or sections of SalePack and confirmed by SalePack providing the Client site to the client. Any such agreement does not require written confirmation or a signature.

1) DEFINITIONS

Conditions: These standard terms and conditions.

SalePack: The division of Come-Shopping.Com Ltd providing and hosting commercial websites

SalePack Site: The website associated with www.SalePack.co.uk.

SalePack Services: The provision and hosting of a commercial website together with such
ancillary or supporting services which the client may from time to time opt for.

Client: The person, firm or company receiving SalePack services.

Client Site: The website provided and hosted by SalePack to the client.

Contract: Any agreement entered into between a Client and SalePack as set out above.

Basic Package Charge: The monthly basic rental for the selected SalePack package, which
includes the basic SaleTrack tracking and market analysis system but excludes any Excess
Bandwidth Charge or Additional SaleTrack Charges (which see) and is payable on the first
day of each monthly service period.

Excess Bandwidth Charge: The charge made for traffic volume in excess of those included
in the selected basic package.

Total Monthly Charge: The Basic Package Charge for a month plus any Excess Bandwidth
Charge for the previous month and any Additional SaleTrack Charges.

Initial Term: One month.

Renewed Term: Monthly period(s) subsequent to the Initial Term.

Initial Payment: The first payment made at the commencement of a contract consisting
of the Basic Package Charge for the selected SalePack package.

Monthly Payment: The payment made at the beginning of each Renewed Term covering the
Total Monthly Charge for that period.

Payment Due Date: The date of the first monthly Basic Package Charge which is payable
before service can be commenced or on the first day of subsequent Renewed Terms.

Server: The computer servers used to provide the SalePack service.

Intellectual Property Rights: All intellectual property rights including without limit any and all
patents, design rights, database rights, copyright, moral rights, trade secrets, confidential
information, trademarks, service marks, trade names and goodwill.

2) ACCEPTANCE OF TERMS

The Conditions set out the terms on which SalePack is prepared to provide services, and by requesting or using the services the Client accepts this. All other terms and conditions are excluded to the fullest extent permitted by law. SalePack reserves the right to review and revise the Conditions from time to time without prior notice and, by using the services subsequent to any revision of these Conditions, the Client agrees to be bound by such changes.

3) REGISTRATION

Where appropriate, the Client agrees to provide such information as prompted by the SalePack registration form and to ensure that this is true, current, accurate and complete. If it is not true, current, accurate and complete then SalePack shall be entitled to terminate the Contract or suspend the Services until such time as SalePack determines.

4) SECURITY

The Client is responsible for the security and proper use of all user names, passwords, keywords, data and information associated with SalePack services and must take all necessary steps to ensure that they are kept confidential, used properly and not disclosed to unauthorised persons. SalePack is not liable for any loss of confidentiality or for any damages arising from a failure to comply with these terms.

5) THE SERVICES

The Services shall be as described on the SalePack Site and such other material as SalePack provides to the Client from time to time. SalePack reserves the right at any time and from time to time to amend, extend, improve, correct or discontinue the Services (or any part thereof) with or without notice and the Client agrees that SalePack shall not be liable to the Client or to any third party for any loss arising from such modification, suspension or discontinuance. SalePack will restore the Service as soon as reasonably practicable after temporary suspension. SalePack shall use its reasonable endeavours to ensure that the Servers and the data contained therein are safeguarded from damage, accident, fire, theft and unauthorised use. The SalePack platform and SalePack customised sites are provided under a monthly rental agreement and all systems remain the property of Come-Shopping.Com Ltd at all times. Come-Shopping.Com ltd or any of it’s subsidiaries are not liable for any losses direct or consequential due to any software failings or security breaches. In particular any losses resulting from failure of the server provider which are beyond the control of Come-Shopping.Com Ltd. It is also the clients responsibility to ensure the site (standard or customised) is working satisfactorily before the site is made live.

6) PRICE

The current price payable for the Services shall be published on the SalePack Site from time to time and confirmed at the time the Client requests SalePack to provide any of the Services. SalePack shall be entitled to vary its prices from time to time subject to one month’s notice of such change. The Basic Package Charge price covers permitted bandwidth use and within the SaleTrack section permitted campaigns as stated on the Site. If the Client exceeds the Bandwidth Limit or any SaleTrack section limits (which see) then additional charges will be made in the following month in the form of an Excess Bandwidth Charge, Excess Traffic Charge and/or an Additional Campaign Charge, reflecting usage above the limit at the prevailing charge rate as stated on the Site. It is the Client’s responsibility to monitor the services being used by the Client from time to time. All prices quoted to the Client for the provision of services by SalePack are exclusive of any value added tax for which the Client may be additionally liable at the applicable rate. Where the Services are purchased with a monthly payment plan comprising a set up fee, this fee is payable immediately. Additionally to standard monthly rental fees, we may also charge for customisation / modification work to the standard SalePack platform. Such payments do not convey any special rights to the client, all customisations remain the property of Come-Shopping.Com Ltd and it’s subsidiaries.

7) PAYMENT

The Initial Payment and subsequent Monthly Payments shall be paid by debit or credit card by the Client on the Payment Due Date. The Client shall be responsible for any and all expenses incurred by SalePack in recovering overdue amounts. Interest will be charged on overdue invoices in accordance with the Late Payment (Interest) Act 1998. Failure to settle all amounts by the due date may result in withholding of further Services and/or suspension of existing Services.

8) TERMINATION

The minimum period for the provision of the Services is one month from the date on which they are first made available to the Client (the "Initial Term") and shall continue thereafter for further periods of one month (each being a "Renewed Term") unless and until the Client serves written notice to SalePack two weeks prior to the expiry of the Initial Term or a Renewed Term, such notice to expire at the end of such Initial or Renewed Term. SaleTrack reserves the right to terminate the agreement at any time without notice.

9) INDEMNITY

The Client agrees to fully indemnify and keep SalePack, its affiliates, officers, partners, employees and agents fully indemnified from and against all actions, demands, costs (on a fully indemnity basis), losses, penalties, damages, liability, claims and expenses (including but not limited to legal fees) whatsoever arising from the client’s breach of the contract, use or misuse of the services, any claims by third parties as to ownership or other rights arising in any way by the Client infringing third party rights (including without limit intellectual property rights).

10) DISCLAIMER

Nothing in the Contract or these Conditions shall exclude or limit the liability of SalePack for death or personal injury resulting from its negligence or fraudulent misrepresentation nor affect the statutory rights of consumers. No representations or warranties of any kind are made with respect to the Services, the Client Site or its contents including warranties of merchantability and fitness for a particular purpose. SalePack does not represent or warrant
that:

(i) the Services will meet the Client’s requirements; (ii) the Services will be uninterrupted, timely, secure, or error-free; (iii) any results obtained from using the Services will be accurate, complete or current.

The client acknowledges that it is not within the control of SalePack how or for what purposes
the Services are used.

11) CONFIDENTIALITY

All confidential information of either party or of any of its customers disclosed to or discovered by the other as a result of the provision of the Services shall be regarded as disclosed in confidence and shall only be used in connection with the performance of its obligations under the Contract and not be passed on to third party and/or in any way be made use of at any time either during or after the termination of the Contract. The Client shall promptly notify SalePack if it becomes aware of a breach of confidence in relation to the Services and/or the Contract and shall give SalePack all reasonable assistance in connection with any proceedings SalePack may institute against a third party at SalePack’s expense.

12) SETUP

If the client requires SalePack to assist in implementation of the system into the client's website, the client allows SalePack to do this at the clients own risk. Neither SalePack nor any of it's employees shall be responsible for any loss of data or revenue or damage to the client's site, or any other consequential damage. It is the client's responsibility to ensure that the SalePack implementation has had no adverse effects on the operation of the client's business. Incorrect or tardy implementation and failed reporting has no relevance to the status of your SalePack account and does not warrant refunds.

13) HOSTING

SalePack and SalePack customised sites operate on dedicated RAID1 hosting provided by our hosting solution supplier 1and1 Internet Limited. 1and1 Internet Limited offer a very high 99.9% uptime guarantee with 24/7 365 days support available. In the event of any failure, SalePack will endeavor to resolve the situation as fast as possible with 1and1 Internet Limited on your behalf. SalePack however is not liable for any losses either direct or consequential resulting from the failure of 1and1 Internet Limited to provide service.

14) MISCELLANEOUS

Any failure or delay by either party in exercising any rights or remedy will not constitute a waiver. Any notice or other communication to be given by a party under this Agreement must be in writing and must be given by delivery at or sending by first class post or by email or facsimile transmission to the last known postal, email address or relevant telecommunications number of the other party. Notices shall be deemed to have been received when in the ordinary course of the means of transmission it would be received by the addressee. To prove the giving of a notice it shall be sufficient to show it was dispatched. A notice shall have been effect from the sooner of its actual or deemed receipt by the addressee. The client’s use of this Site and the Contract will be governed by English Law. The Client shall not share, re-sell or attempt to share or re-sell the Services, transfer or attempt to transfer this Contract or permit any third party to use and/or access any of the Services for any purpose, without prior consent of SalePack.