TERMS AND CONDITIONS OF SERVICE

1) INTRODUCTION
Email Marketing Solutions strives to offer all its clients a reliable and excellent level of service. If you have any queries we would like to hear these. Please email us or see the "Contact" section at the Site for other contact details.

2) DEFINITIONS
In these conditions, unless the context requires otherwise, the following words shall have the following meanings:

"Client" or "you" means the person, firm or company that has requested any Services;

"Conditions" means the standard terms and conditions of sale set out herein;

"Contract" means any contract for the provision of the Services;

"IPRs" means any and all intellectual property rights including without limit any and all patents, design rights, database rights, copyright, know-how, moral rights, trade secrets, confidential information, trade marks, service marks, trade names and goodwill;

"Keywords" means those words notified to you by Email Marketing Solutions which control your access to some of the Services including without limit your password and username;

"Email Marketing Solutions" or "we" means Search ROI Ltd;

"Netiquette" means generally accepted standards for use of the Internet such as, but not limited to, sending bulk unsolicited email, mail bombing, misrepresenting that you have third party authorisation and impersonating another person;

"Server" means the computer servers used to provide the Service;

"Services" means any services supplied or to be supplied by Email Marketing Solutions (which may include without limit Ad Tracking, Mailing List Hosting, Mailing List Management, Email Delivery, Autoresponder Services, Consultancy) as described in the quote or acknowledgement of order issued by Email Marketing Solutions or as may be agreed from time to time;

"Site" means any Internet website we operate (including without limit www.emailtools.co.uk, imailer.net); and

"Customer Data" means any data, information or material provided or submitted by you to the Services in the course of using the Services.

3) ACCEPTANCE OF TERMS
The Conditions set out the only terms on which Email Marketing Solutions is prepared to provide you with the Services. The Conditions shall apply to all Contracts and by clicking on accept below (where you request the Services at the Site) and/or or by using the Services you accept this. All other terms and conditions (other than those which are agreed in writing between us) are excluded to the fullest extent permitted by law. Email Marketing Solutions 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, you agree to be bound by such changes. Please review the following link on a regular basis for changes at http://www.emailtools.co.uk/terms.htm

4) REGISTRATION
Where appropriate, you agree to provide such information about yourself as prompted by the Service's registration form and ensure that it is at all times true, current, accurate and complete. If it is not or we reasonably suspect it is not true, current, accurate and complete then we shall be entitled to terminate the Contract or suspend the Services until such time as we determine.

5) SECURITY
You are responsible for the security and proper use of all Keywords and must take all necessary steps to ensure that they are kept confidential, used properly and not disclosed to unauthorised people. You must inform us immediately if you have any reason to believe that any Keyword has become known to someone not authorised to use it or if any Keyword is being or is likely to be used in an unauthorised way or of any other breach of security. We are not liable for any loss of confidentiality or for any damages arising from your failure to comply with these terms. You will be entirely liable for all activities conducted and charges incurred under your Keywords whether authorised by you or not. If you forget any Keyword you should contact us and subject to you satisfying certain security checks you will be given a new Keyword to enable you to use the Services. You may change your password and registration details at any time by contacting us.

6) THE SERVICES
The Services shall be as described in the Site and such other material as Email Marketing Solutions provides to you from time to time. We reserve the right at any time and from time to time to amend, improve, correct, discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice and you agree that Email Marketing Solutions shall not be liable to you or to any third party for any such modification, suspension or discontinuance. We will restore the Service as soon as reasonably practicable after temporary suspension. Unless otherwise agreed in writing by Email Marketing Solutions, the minimum period for the provision of the Services is 12 months from date on which they are first made available to the Client (the "Initial Term") and shall continue thereafter for further periods of 12 months (each being a "Renewed Term") unless and until the Client serves at least one month's written notice on Email Marketing Solutions prior to the expiry of the Initial Term or a Renewal Term, such notice to expire at the end of such Initial or Renewed Term. Email Marketing Solutions shall be entitled to restrict bandwidth made available to the Client at any time in order to protect all and any Internet solutions provided by Email Marketing Solutions from time to time when necessary. Email Marketing Solutions 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.

7) OBLIGATIONS OF THE CLIENT
The Client agrees that it shall: i) immediately notify Email Marketing Solutions if it becomes aware of any unauthorised use of all or any of the Services and/or Servers; ii) not use the Services and/or Servers for any unlawful purpose or for the publication, linking to, issue or display of any unlawful material (which shall include without limit any pirated software or any material which is obscene, pornographic, threatening, malicious, harmful, abusive, harmful, defamatory or which breaches the rights (including without limit IPRs) of any third party or which is or encourages criminal acts or contains any virus, worm, trojan horse or other harmful code) whether under Scottish law or regulation, the laws or regulations of the Clients country or any other place where the results of such purpose or such material can be accessed; iii) not use the Services and/or Servers for the publication, linking to, issue or display of any material which in the absolute discretion of Email Marketing Solutions may harm Email Marketing Solutions or any of its clients or bring Email Marketing Solutions into disrepute or may call into question any action taken by Email Marketing Solutions on the Client's behalf; iv) not use the Services and/or Servers in breach of good Netiquette practices; v) ensure that it has all necessary consents, permissions and licences to make use of the Services including without limit registration under the Data Protection Act 1984 and 1998; vi) not provide any technical or other information obtained from Email Marketing Solutions and/or relating to the Services or the Contract to any person, company, firm or government which the Client knows or ought reasonably be aware may directly or indirectly lead to a breach of any Scottish law or regulation; vii) not, in breach of good Netiquette practices, use any service provided by any third party (including without limit an Internet website and/or email) for the publication, linking to, issue or display of any material which refers to an Internet website maintained by Email Marketing Solutions or any other services offered by Email Marketing Solutions from time to time; viii) ensure that all material or data hosted by Email Marketing Solutions on any list operated by the Client from time to time or communicated through such list or using the Servers is checked for viruses and other harmful code; ix) keep back ups of all data hosted by Email Marketing Solutions on any list operated by the Client from time to time; x) promptly notify Email Marketing Solutions of any change to its communication address and the Client acknowledges that Email Marketing Solutions shall not be liable for any costs, damages or loss which the Client may suffer or incur as a result of failure to notify such changes to Email Marketing Solutions; and xi) not reverse engineer, de-code or in any way disassemble any software provided by Email Marketing Solutions in relation to the provision of the Services. The Client acknowledges that in order to make proper use of the Services it should have a basic knowledge of how the Internet functions and what types of use are and are not acceptable. The Client acknowledges that Email Marketing Solutions shall have no obligation to: a) manipulate any material which the Client wishes and/or does post on any website it operates or any communication which it issues or sends in connection with any of the Services; or b) validate or vet such material for usability, legality, content or correctness.

8) SPAMMING PROHIBITED
You may not send email with an invalid "From:" or "Reply-to:" address. All messages sent to your list must contain valid email addresses and you must be responsive to all replies from members of your list, including unsubscribe requests. All list messages must include unsubscribe instructions in order that members can unsubscribe themselves from such list. You may not refuse or ignore unsubscribe requests from members of your list. List owners should respond to member requests for manual removal from the list with courtesy and timeliness. You may not use Email Marketing Solutions for one-time mailings to a list of members after which you substantially delete the membership and create a new list. Your membership must be a static, permanent list to which you add or delete new members and/or members subscribe or unsubscribe themselves in the ordinary course. You may not use the Services to send unsolicited email ("spam"), commercial or non-commercial. Your email will be considered unsolicited if your membership addresses are not 100% opt-in by your email list members. If your email addresses came from harvesting, a purchased email list, another mailing list (even with the approval of the list owner), or were compiled by any other method other than direct subscription from your email list members, for the purposes of this Agreement, those emails will be considered unsolicited email ("spam"). If we receive complaints that you are sending unsolicited commercial or non-commercial email ("spamming"), in addition to other rights that Email Marketing Solutions may have under this Agreement or under applicable law, Email Marketing Solutions may, at its sole discretion, suspend your service pending a reconfirmation of your entire email list membership. There is no reduction or refund of fees during period of suspension. This reconfirmation may be carried out by Email Marketing Solutions in any reasonable manner it determines, in its sole discretion, including without limit, sending an email to all of your list members requiring confirmation of their wish to continue their subscription to such list. If Email Marketing Solutions determines in its sole discretion that you have been spamming, in addition to any other rights under this Agreement or under applicable law, (i) Email Marketing Solutions may bring an action in any court of competent jurisdiction to enjoin such activity, it being understood that such activity may cause irreparable harm to Email Marketing Solutions which may not be fully compensable by monetary damages and (ii) Email Marketing Solutions may recover from Client monetary losses caused to Email Marketing Solutions by such activity in an amount equal to (a) £500 for each such item of unsolicited email which Client has sent to each separate and identifiable email address in violation of this Rule, which amount the parties agree is a fair and reasonable estimate of Email Marketing Solutions' losses which would be occasioned by such violation; or (b) if Email Marketing Solutions can establish a greater amount of monetary loss, the amount of such actual monetary loss suffered by Email Marketing Solutions as a result of such violation including, but not limited to, any damage or loss (including legal fees) resulting from any claim made against Email Marketing Solutions as a result of Client's conduct in violation of this Rule. In addition to the foregoing, Client shall be responsible for costs incurred by Email Marketing Solutions in bringing such actions, including legal fees.

9) PRICE
The current price payable for the Services shall be published on the Site from time to time and confirmed at the time you request us to provide any of the Services. Refunds will be given at the discretion of Email Marketing Solutions. Email Marketing Solutions shall be entitled to vary its prices from time to time however we shall give you at least one month's notice of such increase and if you are not satisfied with such increase then you will be entitled to terminate the Contract by giving us written notice within one month of the date of the variation notice failing which you shall be deemed to have agreed to the variation. The price covers permitted number and size of monthly mailing limits as stated on the Site. If you exceed this limit then Email Marketing Solutions reserves the right to make additional charges for usage above the limit at the prevailing charge rate as stated on the Site. We will endeavour to let you know if your usage exceeds the agreed level, however it is your responsibility to monitor the services being used by you from time to time. All prices quoted to the Client for the provision of services by Email Marketing Solutions 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. Where a long term contract is purchased, the set up fee is included within the total payment. If, for any reason, there is contention relating to payment for our services, Email Marketing Solutions reserves the right, in any case, to charge an administration fee of £40 to cover costs.

10) PAYMENT
The price and all other amounts due under the Contract shall be paid by the Client by the due date and in the currency as specified in Email Marketing Solutions's invoice. Payment shall only be deemed received by Email Marketing Solutions upon receipt of cleared funds. Payment shall be made in full without any abatement, set off or deduction on any goods. Where you authorise payment to be made by credit or debit card then such authority shall be deemed as authority to Email Marketing Solutions to take all that the Client owes under or in connection with the Contract. It is of the essence of the Contract that the Contract price and all other amounts due from the Client under the Contract are paid on time.

11) NON-PAYMENT AND SUSPENSION
In addition to any other rights granted to Email Marketing Solutions herein, Email Marketing Solutions reserves the right to suspend or terminate this Contract and your access to the Services if your account falls into arrears. You shall be responsible for any and all expenses incurred by Email Marketing Solutions in recovering overdue amounts and shall pay interest on them (before and after judgment) at annual rate of 5% above the base lending rate of Abbey National plc calculated daily until payment is made in full. There will be no reduction in fees for the Services during any period of account suspension. Email Marketing Solutions reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Services. You agree and acknowledge that Email Marketing Solutions has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more in arrears.

12) INTELLECTUAL PROPERTY
All IPRs relating to the Services provided by Email Marketing Solutions are and shall remain the property of Email Marketing Solutions. All rights in the design and arrangement of the Site, text and graphics and all software compilations, underlying source code, and all other material on the Site are reserved to of Email Marketing Solutions UK or its licensors. Except as expressly provided below, nothing contained in these term of use or on the Site shall be construed as conferring any license or right, by implication, estoppel or otherwise, under copyright or other IPRs. Email Marketing Solutions and all other names, images, pictures, logos and icons identifying Email Marketing Solutions or its services are the property of Email Marketing Solutions UK in the UK and other countries. Other product and company names mentioned on this Site may be trade marks of their respective owners.

13) INDEMNITY
The Client agrees to fully indemnify and keep Email Marketing Solutions, its subsidiaries, 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 your breach of the Contract, your 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 (whether innocently or knowingly) third party rights (including without limit intellectual property rights).

14) DISCLAIMER
Nothing in the Contract or these Conditions shall exclude or limit the liability of Email Marketing Solutions for death or personal injury resulting from its negligence or fraudulent misrepresentation nor affect the statutory rights of consumers. To the fullest extent permitted by law the Site and its contents is provided by Email Marketing Solutions on an "as is" and "as available" basis and no representations or warranties (expressed or implied) of any kind are made (and they are expressly disclaimed) with respect to the Services, the Site or its contents including, without limit, warranties of merchantability and fitness for a particular purpose. Further, Email Marketing Solutions does not represent or warrant that: (i) the Services will meet your 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. You acknowledge that the allocation of risk in this contract reflects the price paid for the Services and that it is not within the control of Email Marketing Solutions how or for what purposes the Services are used. If any exclusion in this license is held to be invalid and Email Marketing Solutions becomes liable for loss or damage that may lawfully be limited then such liability shall be limited to the amount paid by you for the Services. Email Marketing Solutions shall have no liability to the Client for any loss arising from any material, data or instructions supplied whether digitally or otherwise by the Client or on its behalf which is incomplete, inaccurate, illegible, out of sequence or in the wrong form or arising from late arrival or non-arrival or any other fault by the Client or on its behalf. Email Marketing Solutions is not responsible for any delay, malfunction, non performance and/or other degradation of performance of any of the Services caused by or resulting from any alteration, modification and/or amendments due to changes and specifications requested or implemented by the Client whether or not beyond the Services already supplied. Email Marketing Solutions reserves the right to raise additional charges for any work so arising. If any Services are or become unavailable then Email Marketing Solutions will use reasonable endeavours to repair and reinstate the service within 24 hours of detection depending on the severity of the failure. If failure is caused by the Client or any agent of the Client to whom access to Servers was given then the Client shall pay all costs to reinstate and/or repair the Server. Where such unavailability is due to the negligent failure of Email Marketing Solutions to deal with circumstances within its control and is for more than a total of 24 hours in any 30 day period or for any 6 consecutive hour period then Email Marketing Solutions will at its discretion either pay to you compensation limited to a refund of the fee paid by you for the unavailable Services or provide you with a credit up to the same amount. Neither Email Marketing Solutions nor anyone else who has been involved in the creation, production or supply of the Services shall be liable to the Client or any other person for any loss in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever and whatever the cause thereof by reason of or in connection with the Contract or the Services for any: (i) economic loss of any kind whatsoever, or (ii) loss of profit, business contracts, revenues or anticipated savings, or (iii) damage to the Client's reputation or goodwill, or (iv) loss resulting from any claim made by any third party, or (v) special, indirect or consequential loss or damage of any nature whatsoever, and the Client shall indemnify Email Marketing Solutions from and against any claim which may be made against Email Marketing Solutions in respect thereof. Some jurisdictions do not allow the exclusion or limitation of implied warranties or of liability for consequential or incidental damages and therefore the above may not apply to you. If Email Marketing Solutions is prevented or delayed in or from performing any of its obligations under the Conditions or the Contract due to circumstances beyond its control such as but not limited to governmental acts, war, riots, strikes or trade disputes (including by and with our own employees), technical failure, general availability of the Internet, power failure, communications failure, weather, flood, fire or explosion, natural or local emergency Email Marketing Solutions shall not be liable for this.

15) 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 save with consent of the other or which comes into the public domain (otherwise than through the unauthorised disclosure by the other). The Client shall promptly notify Email Marketing Solutions if it becomes aware of a breach of confidence in relation to the Services and/or the Contract and shall give Email Marketing Solutions all reasonable assistance in connection with any proceedings Email Marketing Solutions may institute against a third party at Email Marketing Solutions' expense.

16) PRIVACY
For quality control purposes your telephone conversations with Email Marketing Solutions staff may be recorded from time to time. The information you provide to us will be stored on computer. We are committed to protecting your privacy. We and any of our associated companies may use the information you provide us to provide a more personalised service and to tell you about changes in our and their service or any new services which we think you will find valuable. If you object to any of these uses at any time, then please inform us by writing to Email Marketing Solutions at the address set out in the "Contact Us" section at the Site. We may also use such information where and to the extent of any requirement to comply with any applicable law, legal process or to enforce any of these Conditions. We will not monitor, edit or disclose the contents of any private communications transmitted via the Servers unless required to do so by law or in the good faith belief that such action is necessary to conform or comply with applicable law, to protect and defend the rights and/or property of Email Marketing Solutions or to protect the personal safety of any of our clients or the public.

17) COOKIES
Cookies are bits of electronic information that a website can transfer to your hard drive to help tailor and keep records of your visit to the Site. Cookies help us to provide you with the best possible service on our Site. We use cookies to see where visitors are coming from and tracking user interests and behaviour. If you voluntarily provide personal details, we may use cookies to identify what pages and topics are of specific interest to you. Most major websites use cookies and their use is standard on the Internet. Most Internet browsers automatically accept cookies. However, you can change your settings so that you are notified whenever you are sent a cookie, or block them completely should you wish to do this.

18) P3P DISCLAIMER
P3P files &/or headers are used to compare the P3P settings to the privacy settings of the viewing browser. P3P policy implementation on any of our websites &/or software (including, without limit, compact P3P policies), is for the sole purpose of enabling 3rd party cookie acceptance by P3P-enabled browsers and may not accurately reflect the type of data that may be stored in any cookie that we may set. Email Marketing Solutions is not responsible for the privacy practices or the content of Client websites and expressly disclaims all liability associated with the privacy practices and content of such Client websites.

19) TERMINATION
The Contract may be terminated: i) immediately by Email Marketing Solutions if the Client fails to pay any sums due hereunder within 7 days of their due date; ii) immediately by either party to the other if the other commits any material breach of any these conditions and which (in the case of a breach capable of being remedied) has not been remedied within a reasonable time period as may be specified in a formal request in writing or by electronic email to remedy the same; iii) immediately by written notice from Email Marketing Solutions if the Client commits any material breach of any these conditions which may impact the Services or Servers of Email Marketing Solutions or the ability of Email Marketing Solutions to provide the services; iv) immediately by either party if the other shall convene a meeting with its creditors or if a proposal shall be made for a voluntary arrangement within part 1 of the Insolvency Act 1986 or a proposal for any other composition scheme of arrangement with (or the assignment for the benefit of) its creditors or if the other shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or if a trustee receiver or administrative receiver or similar officer is appointed in respect of all or any of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or any other steps are taken for the winding up or the making of an administrative order (otherwise than for the purposes of a solvent amalgamation or reconstruction). In the event that Email Marketing Solutions is entitled to terminate the Contract for any reason then it shall in the alternative at its sole discretion be entitled to suspend the Services for such period as Email Marketing Solutions shall determine. Upon termination or expiry of the Contract all amounts payable by the Client to Email Marketing Solutions shall become immediately due and Email Marketing Solutions shall be entitled to immediately cease the provision of the Services.

20) FOREIGN JURISDICTIONS
The Site may contain references or cross references to services that are not available in every country. We do not represent that all Services and content , materials and services on the Site are appropriate or available for use in all geographic locations, and accessing such from certain locations may be illegal and prohibited. Your access to the content, materials and services on the Site from such locations is at your own initiative and we are not responsible for your compliance with local laws or other applicable laws. You will not access the foregoing if prohibited by law. Any translation of these Conditions into a language other than English is for the convenience of the Client only and it is agreed that the English language version of these Conditions at http://www.emailtools.co.uk/terms.htm shall be relied on by the parties and shall prevail in the event of any differences.

21) 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 despatched. A notice shall have been effect from the sooner of its actual or deemed receipt by the addressee. Any termination of this Agreement shall be without prejudice to any other rights or remedies which a party may be entitled to hereunder or at law and shall not effect any previous rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into continue in force upon or after such termination. If any provision of these Conditions is held by any competent authority to be unlawful, invalid or unenforceable in whole or in part then the provision shall be deemed to be severable from the remaining provisions and shall not affect their validity or enforceability. Your use of this Site and the Contract will be governed by Scottish Law and will be deemed to have occurred and been made in Scotland. If you have any disputes with us or any other aspect of the Site then these will be exclusively resolved in the Scottish Courts. 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 Email Marketing Solutions.

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