mymarplan ASP SERVICE TERMS AND CONDITIONS
1 About mymarplan1.1 mymarplan (“mymarplan”, “we”, “us”) is an Application Service Provider. It provides the Customer with an online marketing administration and management service as specified in the Customer's Order and on the terms set out below.
1.2 mymarplan is a division of Advanced Marketing Sciences Limited (“AMS”), a company registered under the laws of England and Wales. Its company registration number is 4028210 and its registered office is 132-134 Lots Road, London SW10 0RJ. Our trading address is also Worlds End Studios, 132-134 Lots Road, London SW10 0RJ. All communications with us, including any complaints, should be made to this address, unless made by e-mail to the e-mail address given in the Contact area of our website at www.mymarplan.
1.3 Enquiries relating to technical support should be made via the Contact area of our website at www.mymarplan or via the contact numbers listed on the customer order.
2 Service specifications
2.1 mymarplan shall provide the Service in accordance with the service description within the Customer's Order, subject to the limitations set out in this Agreement and in mymarplan's Privacy Policy.
2.2 Service Credits and Service Level Guarantees are only provided where a separate 'Service Level Agreement' has been entered into and the Terms and Conditions of those services will be documented there.
2.3 mymarplan reserves the right to modify the service description in order to improve the quality or effectiveness of the Service without the prior agreement of the Customer. mymarplan will notify the Customer of any changes to be made at least 30 days in advance.
2.4 mymarplan may modify its Privacy Policy without the further agreement of the Customer so as to ensure that they comply with all relevant legislation or regulatory guidance and/or to bring them into line with common industry practice.
3 Service Charges and Payment
3.1 Customer agrees to pay mymarplan charges, as specified within the service description within the Customer's Order.
3.2 mymarplan reserves the right to modify its charges (including its charges for maintenance and support services and for training and instructional materials) for the Service upon 30 days written notice, or the termination period of the relevant Service Agreement, whichever is the greater.
3.3 Service charges will be invoiced in advance annually as specified in the service description within the Customer's Order. Payment must be received by mymarplan by the due date agreed and subsequently by the due date of any service renewal.
3.4 All sums due to mymarplan under any Order are exclusive of Value Added Tax ("VAT"), and any other use or sales taxes, duties, or levies imposed by any authority, government, or government agency which may apply or be introduced from time to time which shall be charged thereon in accordance with the relevant regulations in force at the time of providing the Service and shall be paid by the Customer.
4 Duties and Responsibilities
4.1 Customer agrees to pay in accordance with mymarplan's then current rates for maintenance and other service activities relating to the Service.
4.2 The service will be furnished to Customer subject to the condition that it will not use, and it will not will it permit others to use, the Service for unlawful purposes or any purpose for which the Service was not designed.
4.3 Customer will indemnify and save mymarplan harmless from and against all loss, liability, damage and expense, including reasonable legal fees, caused by the negligent acts or omissions of the Customer or other user of Customer's service which result in claims for damage to property and/or injury or death to persons, claims for libel, slander, invasion of privacy or infringement of copyright, or any actions bought pursuant to the provisions of the Data Protection Act, including any amendment, replacement, or re-enactment thereof for the time being in force, and invasion and/or alteration of private records or data arising from any information, data or message transmitted by Customer or its users, and claims for infringement of patents arising from the use of apparatus and systems of the Customer in connection with the Service furnished by mymarplan.
4.4 Customer shall use its best endeavours to protect and keep confidential all mymarplan software used by it and shall make no attempt to examine, copy, alter, "reverse engineer", decompile, discover the source code to, tamper with, or otherwise misuse such software.
4.5 Customer's right to use the Service is personal to Customer and its authorised users. This right is non-exclusive and non-transferable. Customer is not permitted to sell, assign, sublicense or grant a security interest in or otherwise transfer any right in mymarplan software. This Agreement does not grant Customer any right to any mymarplan software except the limited right to use as set out in this clause.
4.6 Customer shall comply at all times with all relevant statutory and licensing obligations in connection with accessing and using the Service.
4.7 mymarplan shall not be responsible for the installation of equipment necessary to provide the Service or for any cabling or connection.
4.8 mymarplan will maintain the Service and provide Customer and its authorised users of the Service such training, instructional material and other support service as deemed appropriate at mymarplan's then current prices for such support services.
4.9 Customer shall reasonably monitor the e-mail account it has specified for communications from mymarplan in relation to the Service.
5 mymarplan's right to suspend the Service
5.1 mymarplan reserves the right to suspend all or part of the Service provided to the Customer if it becomes aware of any actual or potential breach of these terms and conditions by Customer or other user of the Customer's Service. If the customer fails to remedy any breach within 10 days after written notice then mymarplan reserves the right to terminate this agreement in accordance with the provisions in clause 8.4.
5.2 mymarplan reserves the right to suspend all or part of the Service if the provision of the Service might expose mymarplan to criminal or civil liability of any kind.
5.3 mymarplan shall only restore the Service to full operation if, on the information provided to it in relation to the reason for the suspension of the Service, it in good faith reasonably judges that there is no risk of the restoration of the Service exposing it to criminal or civil liability of any kind.
5.4 mymarplan reserves the right to suspend all or part of the service if payment is not received in accordance with the terms and conditions and such service will only be resumed, and then entirely at mymarplan's discretion, if all monies outstanding have been received by mymarplan. Further this clause shall be without prejudice to mymarplan's right to terminate in any event the agreement in accordance with clause 8.4
5.5 During any period of suspension the Customer agrees to continue to pay and to remain liable for all charges pursuant to these terms and conditions and the Customer's Order.
6 Warranties
6.1 mymarplan's sole liability for any damages due to any defect or non-performance of the Service is limited to those actually proven as directly attributable to mymarplan, limited to the equivalent monthly charge paid for the Service from the date said damages were incurred, but in no event more than three months of charges, subject to a ceiling of 10,000 pounds (GBP) in the aggregate under this Agreement.
6.2 mymarplan will not be held responsible for any delay in or failure of the Service due to any occurrence beyond mymarplan's control.
6.3 mymarplan gives no warranties and accepts no responsibility in relation to the information of third parties accessed by Customer by means of the Service.
6.4 Nothing in this Agreement shall be construed as to limit or exclude either party's liabilities in respect of death or personal injuries, or any inalienable statutory consumer rights of the Customer.
6.5 To the extent that the exclusions and limitations in this Agreement are in any jurisdiction contrary to any statute or rule of law, such exclusions and limitations are to that extent disapplied.
6.6 mymarplan WILL NOT BE LIABLE FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES.
6.7 mymarplan MAKES NO WARRANTY, EXPRESS OR IMPLIED, RELATING TO THE FITNESS, PURPOSE OR QUALITY OF THE SERVICE.
7 Cancellation before commencement
7.1 Once performance of this Agreement has commenced Customer may not cancel this Agreement (although Customer may terminate the Agreement in accordance with the terms set out below).
7.2 Prior to mymarplan commencing performance of this Agreement, Customer may cancel this Agreement by informing mymarplan of its intention to cancel within 7 days of the day after it entered into this Agreement with mymarplan. Customer may inform mymarplan using any of the methods set out in Regulation 10 of the Consumer Protection (Distance Selling) Regulations 2000, but is advised to communicate either by post or e-mail as set out in Clause 10.1 of this Agreement.
8 Term and Termination
8.1 Once performance has commenced, this Agreement shall continue until terminated by either Party.
8.2 Either Party can terminate this Agreement in writing within the contract period once the minimum contract period has been completed. Notice of Termination is not deemed to have been served unless receipt of the notice is confirmed by mymarplan. The minimum contract period is the billing period specified within the service description with the Customer's Order, unless otherwise stated in the Customer's Order.
8.3 mymarplan shall not be required to give notice of the beginning of its performance hereunder. mymarplan reserves the right to disconnect the Service if Customer does not fulfil its obligations under this Agreement.
8.4 In the event of default which include failure by Customer to pay any amounts; or failure by either Party to cure any breach of a term or condition in this Agreement within 10 days after written notice; or if an interim order is made, or a voluntary arrangement approved, or if a petition for a bankruptcy order is presented, or a bankruptcy order is made by either Party, or a voluntary arrangement is approved or an administration order is made, or a receiver or administrative receiver is appointed of any of either Party's assets or undertaking or a resolution or petition to wind up either Party is passed or presented (otherwise than for the purposes of reconstruction or amalgamation); or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order, the other party shall be entitled to terminate this Agreement without further liability, except that the Customer agrees to pay for all sums due both up to the time of such termination and for all sums due for the remainder of the minimum contract period.
9 Privacy Policy
9.1 mymarplan shall deal with all personal data relating to Customer which it acquires when entering into and performing this Agreement in accordance with its Privacy Policy.
10 General
10.1 All notices (save where otherwise provided in this Agreement or in applicable legislation) from either party to the other shall be sent by first class prepaid post or by e-mail. mymarplan shall send all notices to Customer's billing address or to the e-mail account notified to it by Customer. Customer shall send all notices to mymarplan's address or e-mail address, as set out in Clause 1 of this Agreement.
10.2 This Agreement may not be assigned, delegated, transferred or otherwise dealt with, without the prior written consent of mymarplan. Customer authorises mymarplan to assign or transfer this Agreement, including any and all billing and service provisioning activities, to any third party for Service to be provided outside the UK as necessary to enable mymarplan to provide the Service.
10.3 No action, regardless of form, arising out of this Agreement may be brought by either party more than two years after the cause of action has arisen, unless otherwise provided by legislation.
10.4 Save as otherwise provided for in this Agreement, this Agreement may not be waived, altered, or modified, except by document in writing signed by authorised representatives of mymarplan and Customer. No agent, employee or representative of mymarplan or Customer has any authority to bind mymarplan or Customer to any affirmation, representation or warranty unless such is specifically included in this written Agreement.
10.5 The section headings in this Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement.
10.6 This Agreement shall be governed by and construed and interpreted in accordance with English law, and the parties submit to the jurisdiction of the English Courts.
10.7 If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be in any way affected or impaired thereby.
10.8 THE PARTIES FURTHER AGREE THAT THIS AGREEMENT CONSTITUTES THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THEM, AND SUPERSEDES ALL PROPOSALS, ORAL, OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THEM RELATING TO THE SUBJECT HEREOF. THIS ORDER SHALL CUMULATIVELY CONTAIN THE ENTIRE CONTRACT BETWEEN THE PARTIES.
10.9 We are continually reviewing our Terms and Conditions in line with the services we provide to our customers. Should you have any comments to make concerning the contents, please contact us.

Last updated: 1 July 2007