Welcome to DLMarkcet. Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before using the website and services operated by DLMarkcet Ltd.
Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who access or use the Service.
By accessing or using the Service, you agree to be bound by these Terms. If you disagree with any part of the terms, then you may not access the Service.
1. Definitions
In these Terms, the following definitions apply:
- "Agreement" means these Terms and Conditions, along with any Order Forms, Service Level Agreements, and other documents incorporated by reference.
- "Company", "we", "us", or "our" refers to DLMarkcet Ltd, a company registered in England and Wales (Company Number: 03621548) with its registered office at 69 Morris Stream, Kenstad, SW19 1BB, United Kingdom.
- "Content" means any text, graphics, images, music, software, audio, video, information, or other materials appearing on or through the Services.
- "Customer", "you", or "your" refers to the individual or entity that has agreed to these Terms to access and use the Services.
- "Customer Data" means all data, including text, sound, video, image files, software, and personal information that is provided by you or your users to us, or is otherwise processed through the Services.
- "Order Form" means the document specifying the Services to be provided under this Agreement, including any pricing, payment, and other terms.
- "Services" means the marketing automation, email marketing, social media management, CRM integration, and other related services provided by DLMarkcet, as described in the applicable Order Form.
- "Subscription" means a recurring Order for Services at specified intervals.
- "User" means an individual who accesses or uses the Services.
- "User Content" means any Content that a User posts, uploads, publishes, submits, or transmits to be made available through the Services.
2. Account Registration and Use
2.1 Account Creation
To use certain features of our Services, you may need to register for an Account. When you register, you agree to provide accurate, current, and complete information and to update this information to maintain its accuracy. You are responsible for safeguarding your password and for all activities that occur under your Account. You agree to notify us immediately if you suspect any unauthorized use of your Account.
2.2 Age Requirement
You must be at least 18 years old to create an Account and use our Services. By creating an Account, you represent and warrant that you are at least 18 years old.
2.3 One Account Per User
You may not create more than one Account without our express permission. We reserve the right to terminate any duplicate Accounts.
2.4 Account Termination
We reserve the right to suspend or terminate your Account at any time for any reason, including but not limited to violation of these Terms. You may also terminate your Account at any time by contacting our customer service.
3. Services and Subscriptions
3.1 Service Description
DLMarkcet provides marketing automation services as described on our website and in the applicable Order Form. We reserve the right to modify, suspend, or discontinue any part of the Services at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.
3.2 Subscription Terms
Services may be offered on a subscription basis. Unless otherwise specified in your Order Form, subscriptions automatically renew for additional periods equal to the expiring subscription term unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term.
3.3 Service Level Agreement
If applicable, Service Level Agreements (SLAs) will be provided separately and incorporated into these Terms by reference. SLAs may include provisions related to service availability, support response times, and other performance metrics.
3.4 Beta Services
We may offer certain Services as "beta," "preview," or under similar designations. These Services are provided "as is" without warranty of any kind, and we may discontinue them at any time without prior notice.
4. Fees and Payment
4.1 Fees
You agree to pay all fees specified in your Order Form. Except as otherwise specified in these Terms or in an Order Form, payment obligations are non-cancelable, and fees paid are non-refundable.
4.2 Payment Terms
Unless otherwise stated in the Order Form, invoiced charges are due 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information and notifying us of any changes to such information.
4.3 Taxes
All fees are exclusive of taxes, which we will charge as applicable. You are responsible for paying all taxes associated with your purchases, except for taxes based on our net income.
4.4 Price Changes
We may change the fees for our Services at any time, but any price changes will apply to subscription periods following your current subscription period. We will provide you with reasonable notice prior to any price change.
4.5 Late Payment
If any invoiced amount is not received by the due date, then without limiting our rights or remedies, we may charge interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate from time to time, or, if less, the maximum rate allowed by law.
5. Content and Intellectual Property
5.1 Our Content
The Service and its original content (excluding User Content), features, and functionality are and will remain the exclusive property of DLMarkcet and its licensors. The Service is protected by copyright, trademark, and other laws of both the United Kingdom and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without our prior written consent.
5.2 Your Content
You retain all rights in, and are solely responsible for, the User Content you post to the Service. By posting User Content, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, translate, distribute, and display such content in connection with providing the Service to you.
5.3 Content Restrictions
You agree not to post User Content that:
- Is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or invasive of another's privacy
- Infringes any patent, trademark, trade secret, copyright, or other intellectual property rights of any party
- Contains software viruses or any other computer code designed to interrupt, destroy, or limit the functionality of any computer software or hardware
- Impersonates any person or entity or falsely states or otherwise misrepresents your affiliation with a person or entity
- Violates any applicable laws or regulations, including data protection and privacy laws
5.4 Content Monitoring
We do not actively monitor User Content but reserve the right to review and remove any User Content that violates these Terms or is otherwise objectionable. We may disclose User Content to comply with legal process or to protect our rights or property.
6. Data Protection and Privacy
6.1 Privacy Policy
Our Privacy Policy, available at [privacy-policy.html], describes how we collect, use, and disclose information about you and is incorporated by reference into these Terms. By using the Service, you agree to the collection, use, and disclosure of your information as described in our Privacy Policy.
6.2 Data Processing Terms
To the extent we process personal data on your behalf as part of the Services, such processing will be governed by our Data Processing Agreement, which we will make available to you upon request.
6.3 Customer Data
You own all right, title, and interest in and to your Customer Data. You grant us a worldwide, limited-term license to host, copy, transmit, and display your Customer Data as necessary to provide the Services in accordance with this Agreement.
6.4 Data Security
We implement and maintain appropriate technical and organizational measures to protect Customer Data from unauthorized access, use, alteration, or disclosure. However, no method of transmission over the Internet or electronic storage is 100% secure, and we cannot guarantee absolute security.
7. Warranties and Disclaimers
7.1 Our Warranties
We warrant that the Services will perform materially in accordance with the applicable documentation and that we will not materially decrease the functionality of the Services during a subscription term. For any breach of these warranties, your exclusive remedy is as provided in the "Termination" section below.
7.2 Your Warranties
You represent and warrant that:
- You have the legal right and authority to enter into this Agreement
- You will use the Services only in accordance with these Terms and all applicable laws and regulations
- Your Customer Data and use of the Services will not violate any third-party rights, including intellectual property rights and privacy rights
7.3 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.
8. Limitation of Liability
8.1 Limitation of Liability
IN NO EVENT SHALL DLMARKCET, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:
- YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES
- ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES
- ANY CONTENT OBTAINED FROM THE SERVICES
- UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT
WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.
8.2 Cap on Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY, OUR AGGREGATE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO US DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
8.3 Exceptions
The limitations of liability in this section do not apply to liability arising from:
- Death or personal injury caused by negligence
- Fraud or fraudulent misrepresentation
- Any other liability that cannot be excluded or limited by English law
9. Indemnification
You agree to defend, indemnify, and hold harmless DLMarkcet, its directors, employees, partners, agents, suppliers, and affiliates from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:
- Your use of the Services
- Your User Content
- Your violation of these Terms
- Your violation of any rights of a third party
10. Termination
10.1 Termination by You
You may terminate this Agreement by canceling your subscription and ceasing all use of the Services. You must notify us in writing of your intention to terminate with at least 30 days' notice before the end of your current subscription term.
10.2 Termination by Us
We may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason, including without limitation if you breach these Terms. Upon termination, your right to use the Services will immediately cease.
10.3 Effects of Termination
Upon termination of this Agreement:
- All licenses granted under this Agreement will immediately terminate
- You must cease all use of the Services
- All outstanding payment obligations will become immediately due
- We may delete your Customer Data after a reasonable period, typically 30 days, unless legal requirements prevent us from doing so
10.4 Survival
The sections titled "Content and Intellectual Property," "Data Protection and Privacy," "Warranties and Disclaimers," "Limitation of Liability," "Indemnification," and "General Provisions" will survive termination of this Agreement.
11. General Provisions
11.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law principles. Any legal action or proceeding arising under these Terms shall be brought exclusively in the courts located in England and Wales, and you hereby consent to the personal jurisdiction and venue therein.
11.2 Dispute Resolution
Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the rules of the London Court of International Arbitration, which rules are deemed to be incorporated by reference into this clause.
11.3 Severability
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.
11.4 Waiver
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of DLMarkcet.
11.5 Assignment
You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt to assign or transfer these Terms without such consent will be null and void. We may freely assign or transfer these Terms without restriction.
11.6 Entire Agreement
These Terms, including any Order Forms and policies referenced herein, constitute the entire agreement between you and us regarding the Services and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter.
11.7 Amendments
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
11.8 Force Majeure
Neither party shall be liable for any failure or delay in performance under these Terms where such failure or delay results from causes beyond the reasonable control of that party, including but not limited to acts of God, natural disasters, terrorism, riots, war, fire, explosion, power failure, or government action.
11.9 No Third-Party Beneficiaries
These Terms do not confer any rights or remedies upon any person other than the parties and their respective successors and permitted assigns.
11.10 Contact Information
If you have any questions about these Terms, please contact us:
