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Terms and Conditions
Use of Website
1. This website, all its contents and intellectual property are the sole property of Diaspora Networking Limited, trading as Touch Base Africa and are subject to copyright laws. Written consent is required for any use or transmission of website content or intellectual property.
2. This website and the Touch Base Africa services offered may be used only for purposes governed by the laws of England and of other countries where there are no conflicting laws. In the event of a dispute, all users of this website and related services agree to accept the laws of England as being the only law applicable.
3. All users furthermore agree that any legal action related to the use of this website or the services of Touch Base Africa shall take place in England only.
4. Touch Base Africa endeavours to keep all information up to date and accurate, however Touch Base Africa does not represent that the information supplied on the website can be relied upon and reserves the right to amend and change the website content and programming without notice.
5. Should you continue to use this website after a change has been published, you will be deemed to have accepted such changes.
6. Touch Base Africa does not take responsibility for the content of any third party websites that may be either directly linked or indirectly referenced. No association with any third party should be construed as representing a partnership or relationship of any nature whatsoever between Touch Base Africa and the third party.
7. Any damages claims shall always be interpreted within the laws of England and Touch Base Africa cannot be held liable for any direct, indirect, incidental, consequential, special damages or any damages of any kind.
8. This website is open to access worldwide, however users of this website do so on the strict understanding that they are representing that they are not prohibited in any legal way, or by any law applicable to them, from accessing this website and using the services of Touch Base Africa.
Service Terms and Conditions
1. Definitions
"Rates" means the prices charges by Touch Base Africa for adverts placed on the website.
"Subscription" means the monthly charge for additional features selected by the customer.
"Publication" means either by issuance of advertisements or notices in any format or by the posting of the relevant material on the Touch Base Africa website.
"Touch Base Africa" "We" "Us" and "Our" means Diaspora Networking, a limited company incorporated in England and Wales, under registration number 05980939 whose registered office is at Unit 123 Lee Valley Technopark Ashley Road Tottenham London N17 9NL and by whatever trading name(s) may be used from time to time.
"Service" means the access options, value added features and tariffs that relate to the customers choice of product.
"The Customer" means the person contracted with Touch Base Africa for the provision of the Services.
2. The Service
This service is provided by Diaspora Networking. We shall supply to all customers the ability to make advertise their services in accordance with the product selected by them.
2.1 In consideration of the use of the Service, customers agree to provide the full information about themselves as prompted by the registration process and to notify us immediately of any changes to their details and, if so indicated by us, confirm such changes with any other service provider.
2.2 Once customers complete the registration process, we will confirm whether or not we accept their order. If we accept the order, we will set up a password and account designation and will notify them of the same. Customers are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under their password or account.
2.3 All Customers must immediately inform us by telephone if they suspect their password is being used without their consent. Following receipt of their notification, we will suspend the ability to make or receive a transaction on their account or suspend their password as we consider appropriate in the circumstances.
We will refund customers any sums debited to their account after notification by them that their password is being used without their consent.
2.4 We will make the service available to customers from as soon as reasonably practicable after we have accepted their order and subject to any industry processes to which we are subject until the Agreement is terminated in accordance with the terms contained herein, however we cannot guarantee to do so.
If we do not make the Service available to Customers within 30 days, Customers will be entitled to cancel their order and we will, following such cancellation, refund any deposit or other advance sums they have paid to us. If Customers would like to cancel their order or change request prior to commencing use of the service, they must notify us during this period of 7 working days and immediately confirm the cancellation in writing. Following a valid request to cancel, we will refund to any deposit or other advance sums Customers have paid in respect of the Service as soon as reasonably practicable and, in any event, within 30 days of the date of Customers cancellation.
3. Credit checks and deposits
3.1 Customers agree that we may, at any time, check their credit status for example by contacting reference agencies.
3.2 We reserve the right to at any time limit Customers use of certain facilities or impose a credit limit on Customers account and may temporarily suspend the Service if the balance on their account exceeds this limit.
3.3 At any time we may require Customers to pay us a reasonable amount as a deposit for future use (the "Initial Deposit"). The Initial Deposit as varied from time to time is the "Deposit".
3.4 The Deposit (which, for the avoidance of doubt, includes any Deposit Increase Amount) is not a pre-payment for any provision, now or in the future, of the Service to Customers and the Deposit shall not bear interest.
3.5 Without prejudice to our rights to terminate this Agreement for the non-payment of any amount due under this Agreement, we may at any time without notice apply all or any part of the Deposit in or towards the satisfaction of all amounts payable by Customers to us under the terms of this Agreement.
3.6 We shall be under no obligation to return all or any part of the Deposit unless and until Customers have discharged all of their payment obligations to us under this Agreement and the Agreement has been terminated.
3.7 We do not represent or warrant that the Service will be uninterrupted or fault-free. However, where we do not correct any failure of the Service which prevents Customers from accessing the website as soon as reasonably practicable and in any event within 7 days of Customers notifying us of the existence of such a fault, Customers will be entitled to terminate the Service on notice to us, unless we have been unable to repair the Service for a reason covered in this Agreement or because the fault lies with a part of the network over which we have no direct control.
3.8 We will try to minimise any interruptions of the Service and will, except in the case of emergency works, use reasonable endeavours to give Customers prior notice of all scheduled Service maintenance, alterations or suspensions which shall affect them. Whenever possible, we will endeavour to perform these activities in such a way so as to minimise any interruption in the provision of the Service. We will bear the cost of such maintenance. However, Customers shall pay all reasonable costs incurred by us in remedying any fault which is attributable to: (i) Their negligence, wilful act, breach, or fault; or (ii) the failure or malfunction of any equipment provided by them.
3.9 We may, without terminating this Agreement, immediately suspend part or all of the Service without incurring any liability to Customers if: (a) we would be permitted to terminate this Agreement under any provision in it; or (b) we are obliged to comply with an order, instruction or request of Government, an emergency services organisation, or other competent regulatory/administrative authority.
We will give Customers the maximum period of notice practicable in the circumstances if we need to suspend the Service for this reason. Any reactivation of the Service following a suspension pursuant to this clause will only take place once we are reasonably satisfied that the event giving rise to the suspension has ceased and will not recur in the future.
3.10 If we suspend the Service under any power in this Agreement, this will not exclude our right to terminate this Agreement later in respect of that or any other event, nor will it prevent us from claiming damages from Customers.
4. Use of service
4.1 Customers will make sure that nobody uses the Service for any improper, fraudulent or unlawful purpose or so as to cause offence in any manner. If a claim is made against us because the Service has been used in breach of this Agreement, Customers agree to repay us any sums we are obliged to pay as a result of such use. Customers will not use the services to deliberately create and/or perpetuate the spreading of any virus or other destructive program.
4.2 Customers warrant that they:
(a) have correctly informed Us that they are using the Service in their capacity as either a consumer or a business; (b) are at least 18 years old; and
(c) without prejudice to the generality of warranty
5. Rates, Charges, Taxes, Subscriptions and Payments
5.1 Our rates include normal processing, maintenance and service charges for all countries. For all EU (incl. UK) residential/personal customers VAT is included in the rates shown on the website.
For all UK businesses VAT is not included in the rate shown on the website and will be added in the tariff. For EU businesses (excluding UK) VAT is not included in the rate shown on the website and will not be charged for - EU businesses are required to account for VAT on the reverse charge VAT ruling. For businesses and residential/personal customers outside the EU the rate shown does not include VAT, sales or other taxes that they may be liable for - this is entirely their responsibility to pay where applicable and does not constitute part of the rate shown.
We reserve the right to modify our Rates and for such modification to take effect upon Publication. Such publication may be by any reasonable means we deem appropriate including, but not limited to publication on the internet (currently www.touchbaseafrica.com).
5.2 For the avoidance of doubt, a Customers obligation to make payments pursuant to this Agreement is not affected by and is not conditional upon receipt of an invoice. Unless we notify Customers otherwise, they shall pay any sums due under this Agreement by credit/debit card. For monthly bills, payment will be collected on the same day as the date of invoice or shortly thereafter.
Should any monthly credit/debit card payment request by us be rejected by Customers bank for whatever reason, Customers account will be subject to an administrative charge of £2.00 per month in addition to interest for late payments.
We may also treat non-payment by Customers as a breach of this Agreement which entitles us to cancel the agreement at anytime without recourse from the customer, Payment will automatically be taken from Customers credit/debit card. If an alternative method of payment is made available under the Service, Customers may be liable to a reasonable monthly charge.
5.3 If Customers fail to make any payment as set out above we may require Customers to pay all sums due under this Agreement on demand.
5.4 When Customers are asked to submit the details of their credit, debit or charge card, by completing these details Customers warrant that they are fully entitled to use that card both at the time of registration and at the time it is used to pay for the Service and to provide any payment, deposit, pre-payment or recharge required by us against call charges to be incurred or that have been incurred.
Only cards with an internationally accepted billing address will be accepted by us, unless otherwise agreed. Without prejudice to any other rights we may have, where Customers have provided us with the details of their credit/debit card, Customers authorise us to charge to their credit card all or any sums which we become entitled to be paid under this Agreement.
5.5 The amount owing on the monthly invoice for post paid (monthly billed) customers will automatically be debited from their registered card on the same day that the invoice is sent to them.
5.6 When an account remains inactive for a continuous period of 3 months, a £2 per month account keeping fee will apply, calculated from time the account was last used. If a customer reactivates their account within 6 months of the last use date, the customer can apply for a refund on the account keeping fees by phoning Touch Base Africa Ltd.
5.7 The time of payment of all sums under this Agreement is of the essence and failure to make payments by the due date will entitle Touch Base Africa, in addition to any other rights under this Agreement, to notify a credit reference agency of such default.
5.8 In the event of non payment, or any other breach by customers of this Agreement, we reserve the right to charge a reasonable administration fee (to reflect additional administration charges in managing Customers account) or, at our option, daily interest on all amounts not paid in accordance with this Agreement until payment is received in full in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as current from time to time without prejudice to our right to treat non-payment of sums due by Customers as a repudiatory breach of this Agreement.
5.9 We will provide Customers access to an online statement in respect of each payment made pursuant to this Agreement.
5.10 If Customers dispute the amount or appropriateness of a fee, Customers shall notify us in writing, within 14 days of the date of receipt by Customers of the relevant invoice and shall provide all documentation reasonably requested by us to assist in resolving such dispute.
If Customers fail to give notice within the 14 day period, they have accepted the charges notified to them.
If the dispute is resolved in Customers favour, we will credit Customers account against amounts owing, or, if the Agreement has since been terminated, repay the amount to Customers.
6. Termination
6.1 Without prejudice to any other rights or remedies we may have (either under this Agreement or at law), we may terminate this Agreement or may cancel the Service immediately by serving written notice on Customers if: (a) bankruptcy/winding up proceedings have been commenced against Customers or Customers do not make any payment under a judgement of a court on time or Customers enter into an arrangement with Customers creditors; or (b) Customers fail to make any payment when it is due under this Agreement; or (c) Customers commit a breach of any obligation under this Agreement and (in the case of a remediable breach) fail to remedy the breach after receiving 30 days written notice to do so from us; or (d) any licence to provide the Service is revoked or terminated for any reason; or (e) we are no longer able to provide Customers with the Service because Customers Provider and/or third party operators no longer offer us the necessary services and facilities.
6.2 Customers may terminate this Agreement immediately by serving written notice on us if: (a) Customers do not wish to accept a change to this Agreement (including a change to the charges), and Customers given us written notice within 7 days after having received notice of any change; or (b) we commit a breach of any material obligation under this Agreement, and (in the case of a remediable breach) fail to remedy the breach within 30 days of receiving written notice to do so from Customers.
6.3 Either party may terminate this Agreement without cost or penalty by giving 30 days written notice. At this time, any credit remaining on the Customer's account will be refunded, except where this amount is less than £1 in which case no refund will be given.
6.4 Services will automatically be terminated where accounts are not used for a period of 180 consecutive days and the Customers credit will expire without us having to serve notice to them.
6.5 Upon termination of this Agreement Customers must immediately stop using the Service.
7. Limitation of Liability
7.1 We will not be liable to Customers for failing to provide Customers with the Service in a timely, uninterrupted and error-free way except as expressly set out in this Agreement.
7.2 Our liability in contract, tort or otherwise including any liability for negligence howsoever arising out of or in connection with the performance of our obligations under this Agreement is limited to the total charges paid by Customers in the 12 calendar months preceding any claim.
7.3 We will not be liable to Customers in contract, tort or otherwise (including negligence) for any loss of revenue, business, contracts, anticipated savings, or profits or any indirect or consequential losses whatsoever.
7.4 We will not be liable to Customers, in addition to any other restriction of liability in this Agreement, where customers have not contracted with Touch Base Africa for use of the Services.
7.5 Nothing in this Agreement excludes or restricts our liability for death or personal injury resulting from our negligence nor seeks to exclude statutory rights which it is not possible to exclude.
7.6 Nothing in this Agreement is intended to give any right to any third party and any rights which would have arisen as a result of the Contracts (Rights of Third Parties) Act 1999 is hereby expressly excluded.
8. Force Majeure
We will not be obliged to carry out any obligation under this Agreement where performance of such obligation is prevented due to any cause beyond our reasonable control.
9. Intellectual Property
9.1 All Intellectual Property shall remain the property of Touch Base Africa and nothing in this Agreement is intended grant or otherwise imply the grant of any transfer, licence or right to use any Touch Base Africa Intellectual Property in any manner whatsoever in the absence of express written authorisation.
9.2 Customers agree that damages may not always be a suitable remedy and agree that Touch Base Africa shall be entitled to seek injunctive relief.
9.3 Where, as a result of being an independent agent of Touch Base Africa Customers are given sales material containing intellectual property owned by Touch Base Africa, it shall be used unaltered (whether actually or contextually) and strictly for the purpose for which it is provided.
10. Notices
Our address for any notices or complaints is Unit 123 Lee Valley Technopark Ashley Raod Tottenham London N17 9NL.
Customers address shall be the address provided as part of the Registration information and any notice under this Agreement shall be in writing and shall be sent by hand, first class prepaid post or Facsimile.
11. General
11.1 Notwithstanding any other provision of this Agreement, we may change this Agreement, including the charges, at any time. We will give Customers at least two weeks notice of such change. Such notice may be by any reasonable means we deem appropriate including, but not limited to, publication on the internet at www.touchbaseafrica.com We will use our reasonable endeavours to ensure that any change to the Agreement does not result in any deterioration in the Service.
11.2 Customers cannot assign or try to assign or otherwise deal with any of their rights and obligations under this Agreement. We shall be entitled to assign or transfer our rights and obligations under this Agreement or any part of it to any third party.
11.3 Failure by Us to enforce any of Our rights under this Agreement is not to be taken as or deemed to be a waiver of that right unless We acknowledge the waiver in writing.
11.4 Part or all of any clause of this Agreement that is unenforceable or illegal will be severed from this Agreement and will not affect the enforceability of the remaining provisions of this Agreement.
11.5 In the event of any inconsistency, discrepancy or ambiguity between these terms and conditions, and any other documentation referred to herein, such inconsistency, discrepancy or ambiguity will resolved by giving priority to these terms and conditions.
11.6 Any Clauses relating to use of information, equipment, end of use and limitation of liability will survive the termination of this Agreement as will any other clause which, by its context, is intended to survive the termination of this Agreement.
11.7 This Agreement is governed by the laws of England and Wales and the parties agree to that all disputes in connection with this Agreement will be governed by the jurisdiction of the courts of England and Wales.
11.8 These terms and conditions and any other documentation referred to or referenced herein constitutes the entire understanding between the parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently.
www.touchbaseafrica.co.uk
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