The supplier is Winbox whose registered office is at: 5 Dewfalls Drive, Bradley Stoke, Bristol, BS32 9BW, United Kingdom. The Services are provided subject to these terms and conditions, which also incorporate any other guidelines, rules or operating policies that Winbox may establish and post on our website from time to time (collectively the “Agreement”). The Supplier may subcontract any parts of its service without the prior written consent of the Client.
Please read this Agreement carefully before proceeding with any use of our services.
1. Services and Support
1.1 By posting updated versions of the Agreement Winbox may modify the terms of this Agreement and may discontinue or revise any or all other aspects of the Services at its sole discretion. All such changes shall become effective upon posting of the revised Agreement on the Winbox website. Your continued use of the Services will constitute your acceptance of the variation to the Agreement. Winbox will use reasonable efforts to make you aware of any changes to the terms of this Agreement. If you elect to discontinue using the Services due to any changes to the Agreement made under this section 1.1, you will be entitled to a refund for any unused, prepaid amounts for the Services.
1.2 The Services are available only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the Services are not available to individuals under the age of 18. If you do not qualify, your use of the Services is expressly prohibited.
1.3 All email delivery prices are subject to change at any time. All fees paid to Winbox for the Services are non-refundable, unless an account is terminated by you under clause 1.1 or by Winbox.
1.4 All fee changes from Winbox will be communicated to clients in advance. Payment is advised to be made by Direct Debit but can be accepted by credit/debit card, cheque or bank transfer and is due up front before the email campaign is dispatched.
1.5 It is understood that Winbox makes no guarantee that HTML messages will be rendered properly on all recipients’ email programs, due to the wide variety of HTML generation tools available. Winbox makes every reasonable attempt to make sure that all email messages sent through our servers follow email standards, but we cannot guarantee that messages will look consistent across all email platforms due to the number of different HTML composition tools available.
2. Restrictions and Responsibilities
2.1 You represent, covenant, and warrant that you will use the Services only in compliance with this Agreement and all applicable laws. You hereby agree to indemnify and hold harmless Winbox against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable solicitors’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise arising from or relating to your use of the Services. You acknowledge that you are responsible for the content of any emails or messages sent using the Services.
2.2 Winbox or it's partners will not use any of your subscriber lists or any other customer information for any other purposes than those related to the Services. Your customer information will not be shared with any other parties. In addition, Winbox and it's partners will not use your customer information for the purpose of sending unsolicited commercial email.
2.3 You acknowledge that we may store the personal information that you provide to us on servers located in the United States of America.
2.4 All rights not expressly granted are reserved.
3. Reselling and Subcontracting the Services
Reselling of the Services to third parties is permitted subject to the following conditions:
3.1 Access to, and use of, the Services by a third party granted access by you (“Your Customer”):
(a) does not in any way diminish your strict obligation to ensure compliance with the terms of this Agreement; and
(b) does not in any way diminish Winbox’s right to enforce the terms of this Agreement, without liability to you or the Customer, including suspension or termination of access to the Service, whether or not it may have an adverse impact on Your Customer or the ability of Your Customer to use the Services.
3.2 You must:
(a) enter into a binding contractual relationship with Your Customer on terms no less onerous than this Agreement.
(b) provide all customer relationship management, including first level support services in relation to the Services, to Your Customer.
3.3 You hereby agree to indemnify and hold harmless, on an actual indemnity basis, Winbox, from and against all costs, expenses, losses and liabilities arising in any way (including under statute, the law of tort, equity or any other theory of law whatsoever) from or in relation to use of the Services by Your Customer and all other acts and omissions of Your Customers otherwise taking place on or in relation to the Services.
4.1 You may terminate this Agreement at any time by contacting us. Correspondence must include your first name and last name. No refunds will be issued if you terminate this Agreement unless your account is in credit and you terminating in accordance with clause 1.1.
4.2 Winbox may terminate this Agreement or the Services at any time with or without cause, and with or without notice. Winbox shall have no liability to you or any third party because of such termination. If Winbox terminates this Agreement because you breached this Agreement or any applicable laws, no refund will be issued even if you have unused, prepaid amounts for Services under this Agreement.
4.3 Winbox may delete any of your archived data within 30 days after the date of termination. Any statutory retention requirements with respect to your business correspondence remain your responsibility. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership, warranties, disclaimers and limitations of liability.
5. Warranties, Disclaimer and Remedies
Use of the services and any reliance by you upon the services, including any action taken by you because of such use or reliance, is at your sole risk. To the maximum extent permitted by law, winbox does not warrant that the services will be uninterrupted, accurate or error free; nor does it make any warranty as to the results that may be obtained from use of the services. The services are provided “as is” and to the extent permitted by law winbox disclaims all warranties, express or implied, including (but not limited to) implied warranties of merchantability, fitness for a particular purpose and noninfringement.
Your sole and exclusive remedy for any failure or nonperformance of the Services shall be for Winbox to use commercially reasonable efforts to adjust or repair the Services, or where such adjustment or repair is not feasible, for Winbox to either (at its discretion) perform the Services again or provide you with a refund for the amount you actually paid to Winbox for the relevant Services.
6. Limitation of Liability
To the maximum extent permitted by law, under no circumstances shall winbox or any of its underlying service providers, business partners, information providers, account providers, licensors, employees, distributors or agents (collectively referred to for purposes of this section as “Winbox“) be liable to you or any other person for any loss or damage (including but not limited to direct, indirect, exemplary, special, incidental, cover, reliance or consequential damages, loss of profits or revenue, business interruption, loss of data, or failure to realise anticipated savings or benefits or business opportunities), or for any claim by any other party.
Winbox's exclusion of liability applies whether the claim is in contract, tort (including without limitation, negligence) or equity and even if Winbox has been notified of the possibility of such loss or damage.
You agree that Winbox's liability to you at law will be reduced by the extent, if any, to which you contributed to the loss.
In the event that, notwithstanding the foregoing, Winbox is found liable to you for damages from any cause whatsoever, and regardless of the form of the action (whether in contract, tort (including negligence), product liability or otherwise), to the fullest extent permitted by law the liability of Winbox to you will be limited to:
(a) in the case of services, the supplying of the services again or the payment of the cost of having the services supplied again or refund of fees actually paid for the services.
7.1 If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
7.2 Winbox and you agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of the Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy.
7.3 No agency, partnership, joint venture, or employment is created as a result of the Agreement, and you do not have any authority of any kind to bind Winbox in any respect whatsoever.
7.4 In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its costs and solicitors’ fees.
8. System Requirements
It is understood that in order to use the Services, a modern browser such as Internet Explorer 7+, Firefox 3+, Safari 3+ or Google Chrome 9+ is required. Additionally, a stable connection to the Internet is required. The Services may work in a limited manner on other web browsers (such as earlier versions of the previously mentioned browsers), but the Services were not designed for use on web browsers other than those recommended above.
9. Compliance rules for sending email (and your spam indemnity)
1. All emails must contain a “unsubscribe” link that allows subscribers to instantly remove themselves from your mailing list. Each such link must remain operational for a period of thirty (30) days after the date on which you send the message, and must be in form and substance satisfactory to Winbox. You acknowledge and agree that you will not remove, disable or attempt to remove or disable either link. The Winbox service provider scans every campaign for the existence of an unsubscribe link. If an unsubscribe link is not detected, you will be informed and required to include a unsubscribe link before continuing.
2. All emails must contain non-Internet contact information of the sender or the entity on whose behalf the email was sent, such as that entity’s address or phone number.
3. All emails must state the reason the recipient is receiving the message. For example, “You are receiving this message from ABC Company because you signed up for our email list at www.abc.com.”
4. All emails must be compliant with any disclosure requirements that apply to the sender (e.g., some countries’ laws require that business letters, including emails, contain further identification details as to the form of the organization, the place of incorporation, the names of executives etc.)
These 4 guidelines will help ensure that Winbox and you maintain their reputation and whitelisting status with a number of major ISPs and whitelisting programs. If at any time your campaign is flagged as spam by a recipient, Winbox or it's service partners reserves the right to cancel your account without notice.
10. Email and Permission Practices
Please see our Anti-Spam Policy for further information.
10.1 You are responsible for monitoring, correcting, processing unsubscribe requests within 5 days, and updating the email addresses to which messages are sent through your account.
10.2 Emails that you send through the Services may generate abuse complaints from recipients. You are responsible for ensuring that your email campaigns do not generate a number of abuse complaints in excess of industry norms. Winbox, in its sole discretion, shall determine whether your level of abuse complaints is within industry norms, and its determination shall be final, binding and conclusive for all purposes under this Agreement.
11. Website and Services availability
From time to time down-time, either scheduled or unscheduled, may occur. Winbox and it's service partners will work within reason to ensure this amount of down-time is limited. Winbox will not be held liable for the consequences of any down-time.
Winbox cannot guarantee that any file or program available for download and/or execution from or via the Services is free from viruses or other conditions which could damage or interfere with data, hardware or software with which it might be used. You assume all risk of use of all programs and files associated with the Services, and you release Winbox entirely of all responsibility for any consequences of its use.
12. Jurisdiction and Proper Law
This Agreement is governed by the law of England and Wales, and is subject to the exclusive jurisdiction of the courts of England and Wales.