PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE.

BY USING THE SERVICE OR CLICKING “AGREE” THE CUSTOMER IS AGREEING TO BE BOUND BY THIS AGREEMENT. IF THE CUSTOMER IS AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF THEIR EMPLOYER, THEN THE CUSTOMER REPRESENTS AND WARRANTS THAT IT HAS THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON THEIR EMPLOYER’S BEHALF.

This agreement is between MTD Express Limited (trading as MTDExpress.co.uk), and the Customer agreeing to these terms (Customer).

1. SOFTWARE-AS-A-SERVICE: This agreement provides the Customer access to and usage of an Internet based software service as specified on an order and as further outlined at: MTDExpress.co.uk (Service).
2. USE OF SERVICE:
• Customer Owned Data: All data and logos uploaded by the Customer remains the property of Customer, as between MTD Express Limited and the Customer (Customer Data). The Customer grants MTD Express Limited the right to use, publicly display and distribute the Customer Data for purposes of performing under this agreement. See https://secure.MTDExpress.co.uk/more/gdpr/ regarding export of the Customer Data.
• Contractor Access and Usage: the Customer may allow its contractors to access the Service in compliance with the terms of this agreement, which access must be for the sole benefit of Customer. the Customer is responsible for the compliance with this agreement by its contractors.
• Customer Responsibilities: the Customer (i) must keep its passwords secure and confidential; (ii) is solely responsible for the Customer Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify MTD Express Limited promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service’s Knowledge Base and applicable law.
• Technical Support: MTD Express Limited must provide Customer support for the Service under the terms of MTD Express Limited.
• API: MTD Express Limited provides access to its application-programming interface (API) as part of the Service for no additional fee. Subject to the other terms of this agreement, MTD Express Limited grants the Customer a non-exclusive, non-transferable, terminable license to interact with the API only for purposes of the Service as allowed by the API.
  • Customer may not use the API in a manner that fails to comply with the API technical documentation or with any part of the API. If any of these occur, MTD Express Limited can suspend or terminate The Customer ’s access to the API on a temporary or permanent basis.
  • MTD Express Limited may change or remove existing endpoints or fields in API results upon at least 30 days’ notice to Customer, but MTD Express Limited will use commercially reasonable efforts to support the previous version of the API for at least 6 months. MTD Express Limited may add new endpoints or fields in API results without prior notice to Customer.
  • The API is provided on an ‘AS IS’ and ‘WHEN AVAILABLE’ basis. MTD Express Limited has no liability to the Customer as a result of any change, temporary unavailability, suspension, or termination of access to the API.
• Publicity: Each the Customer is permitted to state publicly that such the Customer is a the Customer of the service. Each the Customer agrees that MTD Express Limited may include such The Customer ’s name and trademarks in a list of MTD Express Limited customer s, online or in promotional materials. Each the Customer also agrees that MTD Express Limited may verbally reference such the Customer as the Customer of the service. Each Customer may opt out of the provisions in this section by contacting MTD Express Limited Support.
3. DISCLAIMER. MTD Express Limited DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. WHILE MTD Express Limited TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, MTD Express Limited DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. the Customer UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.
4. PAYMENT: the Customer must pay all fees as specified on the order, but if not specified then within 30 days of receipt of an invoice. the Customer is responsible for the payment of all sales, use, withholding, VAT and other similar taxes. This agreement contemplates one or more orders for the Service, which orders are governed by the terms of this agreement.
   • Payment Methods And Gateway: The Customer shall carry out payment of the total amount set out in the Subscription Plan using one of the following payment methods: Direct Bank Payment. See https://secure.MTDExpress.co.uk/secure/my_account/pay/ for our published bank details and your unique Client Account Reference.
5. MUTUAL CONFIDENTIALITY
   • Definition of Confidential Information: Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). MTD Express Limited ’s Confidential Information includes without limitation the Service (including without limitation the Service user interface design and layout, and pricing information).
   • Protection of Confidential Information: The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
   • Exclusions: Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
6. PROPRIETARY PROPERTY:
   • Reservation of Rights: The software, workflow processes, user interface, designs, know-how, and other technologies provided by MTD Express Limited as part of the Service are the proprietary property of MTD Express Limited and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with MTD Express Limited . the Customer may not remove or modify any proprietary marking or restrictive legends in the Service. MTD Express Limited reserves all rights unless expressly granted in this agreement.
   • Restrictions: the Customer may not (i) sell, resell, rent or lease the Service or use it in a service provider capacity; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or their related systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.
   • Aggregate Data: During and after the term of this agreement, MTD Express Limited may use non-personally identifiable the Customer Data within the Service for purposes of enhancing the Service, aggregated statistical analysis, technical support and other business purposes.
7. TERM AND TERMINATION:
   • Term: This agreement continues until all orders have terminated.
   • Mutual Termination for Material Breach: If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.
   • All subscriptions are annual in advance and will expire at the end of the subscription period.
   • Maintenance of the Customer Data:
     • Within 90-days after termination, the Customer Data will be available as specified in the https://secure.MTDExpress.co.uk/more/gdpr/.
     • After such 90-day period, MTD Express Limited has no obligation to maintain the Customer Data and may destroy it.
   • Return MTD Express Limited Property Upon Termination: Upon termination of this agreement for any reason, the Customer must pay MTD Express Limited for any unpaid amounts, and destroy or return all property of MTD Express Limited . Upon MTD Express Limited ’s request, the Customer will confirm in writing its compliance with this destruction or return requirement.
   • Suspension for Violations of Law: MTD Express Limited may temporarily suspend the Service or remove the applicable the Customer Data, or both, if it in good faith believes that, as part of using the Service, the Customer has violated a law. MTD Express Limited will attempt to contact the Customer in advance.
8. LIABILITY LIMIT:
   • EXCLUSION OF INDIRECT DAMAGES: MTD Express Limited is not liable for any indirect, special, incidental or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of data, records or information; and lost profits), even if it knows of the possibility of such damage or loss.
   • TOTAL LIMIT ON LIABILITY: MTD Express Limited ’s total liability arising out of or related to this agreement (whether in contract, tort or otherwise) does not exceed the amount paid by the Customer within the 6-month period prior to the event that gave rise to the liability.
9. INDEMNITY: If any third-party brings a claim against MTD Express Limited , or requires MTD Express Limited to respond to a legal process, related to The Customer ’s acts, omissions, data or information within the Software, the Customer must defend, indemnify and hold MTD Express Limited harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim or request.
10. GOVERNING LAW AND FORUM: This agreement is governed by the laws of the England and Wales (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party.
11. OTHER TERMS:
    • Entire Agreement and Changes: This agreement and the order constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. the Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding. No modification of this agreement is effective unless both parties sign it, and no waiver is effective unless the party waiving the right signs a waiver in writing.
    • No Assignment: Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned, without the consent of the other party, as part of a merger, or sale of substantially all the assets, of a party.
    • Independent Contractors: The parties are independent contractors with respect to each other.
    • Enforceability and Force Majeure: If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation force majeure events.
    • Money Damages Insufficient: Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.
    • No Additional Terms: MTD Express Limited rejects additional or conflicting terms of any the Customer form-purchasing document.
    • Order of Precedence: If there is an inconsistency between this agreement and an order, the order prevails.
    • Survival of Terms: Any terms that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive. The UN Convention on Contracts for the International Sale of Goods does not apply.
    • Feedback: By submitting ideas, suggestions or feedback to MTD Express Limited regarding the Service, the Customer agrees that such items submitted do not contain confidential or proprietary information; and the Customer hereby grants MTD Express Limited an irrevocable, unlimited, royalty-free and fully-paid perpetual license to use such items for any business purpose.
12. UPDATES: We reserve the right to modify this privacy statement at any time, so please review it frequently. If we make material changes to this policy, we will notify you here and by email.
13. CONTACT: Feel like getting in touch? https://secure.MTDExpress.co.uk/contact_us/