Terms and Conditions of Service These terms and conditions of service apply from the moment you open your MEMOTXT account with us. By proceeding to use and pay for these services you accept to be bound completely by these conditions of service. 1) PROVISION OF MEMOTXT SERVICES Base Software Limited (Base Software) aims to provide its MEMOTXT Appointment Reminder Services on a fair and reasonable basis to all of its MEMOTXT Service Subscribers. We will try to provide you with a high-quality service at all times. However, as our service relies on third party services being available to us, we cannot guarantee availability at all times. The MEMOTXT service can be affected by factors outside of our control such as faults in transmission networks. We may suspend the MEMOTXT service if any part of our system breaks down or needs maintenance. We will try to make sure does not often happen and we will keep downtime to a as short a period as reasonably possible. 2) ACCEPTABLE USE MEMOTXT services are to be used solely by you for the benefit of your normal business operation in accordance with these Terms and Conditions of service. We reserve the right to immediately suspend or cancel your subscription or access to any or all services provided by us if we decide that your MEMOTXT account has been inappropriately used or otherwise. In particular, for the benefit of all our Customers and Base Software, we reserve the right to suspend your subscription where resource usage by you becomes abnormally high, and such usage would cause you to exceed pre-set usage or credit limits. We will not allow our services to be used for the transmission of obscene or otherwise inappropriate content, such designation is entirely at our discretion. You warrant that you will not use or try to use the MEMOTXT service for any purpose that is unlawful or prohibited by these terms, conditions or notices. We reserve the right to refuse, at our sole discretion, to provide our services to any business which in our opinion will make inappropriate use of MEMOTXT. 3) CHARGING AND PAYMENT POLICIES All MEMOTXT subscription fees will be charged to you on a prepay basis at the start of each period until and unless your subscription is cancelled and your MEMOTXT account is closed. The initial subscription fee will be charged to you as you open your account with us. We will charge your account for all messages that have been sent on your behalf at the end of each period in which they were sent and at the same time as the subscription fees for the next period become due. We will then send you a bill which you should pay by the due date to ensure continuity of service. We will send you all invoices or any other account related communications via post or email. Emailed notices will normally be sent to you at the time or shortly after an automatic recurring charge is made to your account. We reserve the right to change the pricing of our MEMOTXT services at any time but we guarantee that such pricing changes will only take effect after reasonable notice has been given to you and charged for the following prepaid subscription period. After a pricing increase, you will be automatically charged the new prices unless you decide to cancel your MEMOTXT subscription and notify us prior to the next payment date. We may also change our payment terms with similar notification. In the event that your payment has not been received or cannot be collected by us, such as when credit card authorisation is declined, we will immediately suspend our MEMOTXT services to you until the due fees have been successfully processed and paid in full. We reserve the right to charge you interest at the rate of 5% above base rate per annum, on the unpaid balance (such interest to accrue on a day to day basis from the due date for payment until receipt by us of the full amount whether before or after any judgement). In the event of late or non-payment of your account, you agree to indemnify us against all costs and expenses (including any legal costs and expenses on a full indemnity basis) incurred or sustained by us in recovering sums due in each case without prejudice to any other rights or remedies available to the us. You are responsible for payment of all due fees from the time you open your MEMOTXT account until you cancel your subscription by written notification to us. Whenever you or we cancel your subscription, you will only be charged for the outstanding message fees. Once full payment has been received, your account will be closed. After your MEMOTXT account has been charged with the subscription and message fees that are now due, we will immediately send you a notification (containing details of invoicing) by email. This will be our only notification to you that your preferred payment card will be automatically charged in a few days time, or that you should arrange to make payment now. Should you wish to dispute your account charges for any reason, you should do so in writing, setting out all the details, promptly after receiving notification of the charges concerned. Preferably well before we attempt to collect your payment. Disputed accounts may be suspended pending investigation. We can set and change your credit limit for all or some service charges. If these limits are breached your MEMOTXT service may be suspended. We can ask you at any time to pay a deposit as security against future message fees if we have a good reason such as a history of late payment of previous charges. We may use credit reference agencies to help us check your credit worthiness and make decisions about you for fraud protection. You agree that we may register information about how you conduct your account with us with any credit reference agency. Such information may also be passed to debt collection agencies for debt collection purposes. We reserves the right to charge you a €25 re-connection of service fee should your account become suspended due to late or non-payment of your account. We only accept payments in Euro. 4) PAYMENT OPTIONS Direct Debit In order to streamline our accounting procedures and keep processing costs to a minimum, we now only accept payment of charges by Monthly Direct Debit. By providing your bank account details to us along with a signed Direct Debit Mandate, you will be giving us your continuing authority to automatically debit your account each month with amounts due to us for the MEMOTXT services you are using. You may withdraw your authority for us to charge your bank account by cancelling your Direct Debit Mandate and your MEMOTXT account at any time. You may also switch payment accounts by giving us a new authority (with 14 days notice) to charge another bank account of your choice. First Invoice Payment by Cheque To allow time for a Direct Debit mandate to be setup, new customers ONLY may be given the option of paying their FIRST invoice for subscription and message fees by cheque. This on the understanding that if payment has not been received by us within 7 days of the notification of charges, your MEMOTXT subscription may be suspended. A Monthly Direct Debit will need to be setup to pay for subsequent invoices and to continue using the MEMOTXT Service. 5) CANCELLATION AND REFUNDS POLICY We reserve the right to cancel and close any MEMOTXT account at any time. In this event, you will be entitled to a pro-rata refund based upon the remaining period of any pre-paid subscription. Notice will be given and any accrued message fees will become immediately due. The balance of the message fees less the subscription credit will be charged to your account. This refund will not apply where the cancellation is due to your contravening these Terms and Conditions of Service. You may cancel your MEMOTXT subscription at any time. If you cancel your subscription during a MEMOTXT Trial period, you will be entitled to a full refund of the current periods fees, but you will still be liable for payment of the message fees due. We reserve the right to charge you an administration fee of €25 if your account becomes overdue and suspended due to late payment. You will not be entitled to a refund of any subscription if your account becomes suspended due to late payment of any fees due to us. 6) DISCLAIMER We will not be held responsible for any damages your business may suffer. Base Software make no warranties of any kind, expressed or implied about for the MEMOTXT services that we provide. We make no claims over the reliability, timeliness or effectiveness of its MEMOTXT services or their fitness for a particular purpose. This includes any loss of business resulting from the late, wrong or non-delivery of MEMOTXT messages or any service interruption accidentally caused by us. 7) LIABILITY We are only liable to you as set out in these Terms and Conditions of Service. We have no other duty or liability to you. We are not liable to you in any way for any loss of income; business or profits; or any costs that you may have suffered due to failures in the MEMOTXT service that are beyond our control or could not reasonably be foreseen by us. We are not liable to you in any way for any loss of income; business or profits; or any costs that you or your customers may suffer due to your use of the MEMOTXT service or due to a problem with the MEMOTXT service that could not reasonably been foreseen by us. Our total liability to you for anything that we do or fail to do during the provision of our MEMOTXT Service to you will be limited to the total MEMOTXT Service charges paid by you for the period in which any such incident occurred. 8) GENERAL We will connect you to the MEMOTXT service as soon as we can after you have opened your account with us and initial fees have been paid. You agree to safeguard your account login details to avoid the misuse of your MEMOTXT account. Your account is not transferable. You may not transfer or try to transfer any of your rights or responsibilities under this arrangement with us. We may transfer the provision of the service and any of our responsibilities to you without your permission or notification, providing the service we provide to you is not reduced as a result. Once your account has been closed with us, you agree to uninstall any MEMOTXT software from your system. We may keep on record any communications between us, either any verbal conversations or emails. Any special concessions or amendments that we may make to you will only apply to the specific circumstances that arose when we gave such concession. It does not imply any further obligation on our part that would effect our normal conditions of service. Should any dispute arise between us then Irish law will apply and such disputes will be settled in an Irish court. If any condition of this agreement should be deemed to be not legally effective, then you accept that the remainder of the agreement shall be effective and we can replace the ineffective clause with an effective clause or condition of similar meaning. We reserve the right to revise our Terms and Conditions at any time, particularly to meet the requirements of new legislation. Copies of our current Terms and Conditions will always be available to you on the MEMOTXT Web site and by written request.
Careers | Terms of Service | Privacy Statement MEMOTXT © 2008
