Terms of Use
INFORMATION ABOUT US

www.skuuudle.com (“Site”) is a site operated by Total Commerce Management Ltd trading as Skuuudle ("We" “Our” and “Us”). We are registered in England and Wales under company number 06330379 and have our registered office at 1 Ashley Road, 3rd Floor. Altrincham, Cheshire WA14 2DT. United Kingdom.  Our VAT number is 922278132.

The Site is an online price comparison service that allows retailers and members to obtain price comparison results from internet based sources.

The services offered by us include the Site and other websites operated by us from time to time ("Skuuudle Sites"), the Skuuudle software applications (“Software”) and any other features, content, or applications offered by us from time to time in connection with the Skuuudle Sites (collectively, the "Services").

These Terms of Use (together with the documents referred to in these terms, which shall include our Privacy Policy) provides the conditions on which you may make use of Services, whether as a "Visitor" (which means that you simply browse the Skuuudle Sites) or you are a "Member" (which means that you have registered on one of the Skuuudle Sites). The term "User" refers to a Visitor or a Member.

Please read these terms of use carefully before you start to use the Services.  Please save a copy of these terms. If you wish to become a Member, and make use of the Services, you must indicate your acceptance to these terms during the registration process. By using the Services, you indicate that you accept these terms and that you agree to abide by them. If you do not agree to these terms, please refrain from using the Services.

1.   USE OF SERVICES

1.1       By using the Services, you represent and warrant that:

1.1.1   you are legally capable of entering into binding contracts;

1.1.2   you are 18 years of age or older;

1.1.3   you are resident in the United Kingdom; and

1.1.4   you are accessing the Services form the United Kingdom .

1.2       If you decide to sign up to be a Member you warrant that:

1.2.1   all registration information you submit is truthful and accurate;

1.2.2   you will maintain the accuracy of such information;

1.2.3   you are using Services for your internal business operations;

1.2.4   you will not use the Services in any way that will violate the laws or regulations or which infringes the rights of any third party;

1.2.5   you will not access all or any part of the Services in order to build a product or service which competes with the Services;

1.2.6   you will not use the Services to provide services to third parties;

1.2.7   you will not license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party;

1.2.8   you will not attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under these terms; and

1.2.9   you will not copy, adapt, reverse engineer, decompile, disassemble, modify, or make error corrections to any of the Software without our prior express written consent.  You may integrate the Software with other software or systems used by you subject to these terms.

1.3       Without limiting the foregoing, you will not use the Services for any of the following activities:

1.3.1   criminal or tortuous activity;

1.3.2   interfering with, disrupting, or creating an undue burden on the Services or the networks or services connected to the Services;

1.3.3   attempting to impersonate another User or person;

1.3.4   using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account;

1.3.5   selling or otherwise transferring your membership; or

1.3.6   using any information obtained from the Services in order to harass, abuse, or harm another person.

2.   ACCESSING SERVICES

2.1       Access to the Skuuudle Sites is permitted on a temporary basis, and we reserve the right to withdraw or amend the Services that we provide without notice. We will not be liable if for any reason our site is unavailable at any time or for any period.

2.2       From time to time, we may restrict access to some parts of the Services, or to all the Services, to Users.

2.3       If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. You agree to notify us immediately if you suspect any unauthorised use of your account or access to your password.  We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these terms.

2.4       You are solely responsible for any and all use of your account. You are responsible for making all arrangements necessary for you to have access to the Skuuudle Sites. You are also responsible for ensuring that all persons who access Services through your internet connection are aware of these terms, and that they comply with them.

2.5       Once an individual from an organisation has registered as a Member, other users from that organisation can register as a Member free of charge provided that the same internet address i.e. Uniform Resource
Locator (URL) is used by that User when registering their details.  

2.6       You agree that you will only create, maintain and use one user account and password on the Site.  You will not create, maintain or use a number of member accounts on the Site.

2.7       We shall use our reasonable endeavours to make available to you at all times the Services but we shall not, in any event, be liable for interruptions to or unavailability of the Services.

2.8       We reserve the right, in its sole discretion, to reject, restrict, suspend or terminate your access to all or any part of the Services at any time, with or without prejudice.

2.9       We will, as part of the Services and at no additional cost to you, provide you with our standard customer support services details of which are on our help pages on our Site.  We may amend the customer support at any time, at our sole and absolute discretion from time to time.

3       CONTENT

3.1       We do not claim any ownership rights in the text, or files, or any other materials (collectively, "Content") that you upload to the Services.

3.2       You represent and warrant that your uploading of any Content to the Services does not violate the privacy rights, publicity rights, intellectual property rights (including copyrights), contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing to any person by reason of any Content uploaded by you to the Services.

3.3       Without limiting the foregoing, you will not upload any Content to the Services which:

3.3.1   involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spamming," or "spamming";

3.3.2   furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; or

3.3.3   includes a photograph of another person that you have uploaded without that person's consent.

3.4       Any material you upload to the Skuuudle Sites will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such material for any purpose. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.

3.5       We have the right to remove any material or posting you make on the Skuuudle Sites if, in our opinion, such material is inappropriate or breaches these terms.

3.6       We assume no responsibility for any error, omission, interruption, loss, deletion, defect, theft, destruction or unauthorised access to, or alteration of any Content you upload or receive from the Services.

3.7       You are solely responsible for the Content that you upload to the Services. We do not endorse and have no control over the Content.

4.    FEES

4.1       All charges payable by you for the Services (“Fees”) shall be in accordance with the scale of charges and rates published from time to time by us on the Site, except in the case of obvious errors and omissions. 

4.2       Product prices exclude VAT for which you are responsible.  All sums are non-cancellable and non-refundable subject to condition 6.

4.3       Payment for all Products must be by credit or debit card. We accept payment with most major credit and debit cards.  Payment is due and payable in advance of provision of the Services. 

4.4       We reserve the right to cease offering elements of the Services free of charge at any time.  We are entitled to increase the Fees at the start of each Renewal Period (as defined in condition 5.2) by giving Members 28 days notice by email to the email address provided during the registration process.  If you decide that, as a consequence of an increase in Fees, you don’t want to continue to use the Service you have a right to terminate by giving us notice in writing. Your continued use of the Service after the proposed fee modification has been implemented will be considered acceptance of the fee modification.

4.5       Payment of the Fees are due Monthly in advance until Termination, please see condition 6 below.  

4.6       When you complete your details on the Site and submit an order for Services (“Order”) you agree to provide to us valid, up-to-date and complete credit card details, which are acceptable to us.  You hereby authorise us to bill such credit card in relation to our Fees:

4.6.1   at the date on which you place your Order; and

4.6.2   at each billing due date, and

4.6.3   upon commencement of each Renewal Period.

4.7       No Fee is payable in relation to the Free Period, please see condition 5.  Any Fees paid when you place your Order will be in relation to the Initial Period which will commence at the end of the Free Period.

4.8       If your Membership is terminated in accordance with condition 6.3.5, you will be entitled to a pro rata refund based upon the remaining period of prepayment. Any refund will be issue to the same payment source used for the initial payment.

5.    TERM AND FREE TRIAL PERIOD

5.1       We offer Members a ‘free trial’ for 14 days for a limited data set.

5.2       The renewal date for the contract shall be deemed to be one month, 6 months or year as specified in your Order. The Services shall, unless otherwise terminated under condition 6, commence on the date on which you place your Order and shall continue for a period of one month, 6 months or one year, as specified in your Order (“Initial Period”) and thereafter, your Order shall be automatically renewed for a number of further periods (“Renewal Period”) which are of the same length as the Initial Period.

6 .   TERM AND TERMINATION

6.1       These terms shall remain in full force and effect while you use the Services or are a Member.

6.2       You may terminate your Membership at any time, by submitting a closing account form, which is located in the “My Account” section of the Site.  You will not be entitled to a refund of Fees.

6.3       We may suspend the provision of Services to you and/or terminate your Membership without notice to you and you will not be entitled to a refund of any Fees if you:

6.3.1   fail to make payment of the Fees;

6.3.2   if we are unable to process payment in relation to the Fees;

6.3.3   you materially breach or persistently breach these terms;

6.3.4   you are unable to pay your debts as they fall due or you become insolvent, or you become subject to an order or resolution for its liquidation, administration, winding-up or dissolution (otherwise than for solvent amalgamation or reconstruction), or you have a receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or substantial part of your assets, or you enter into or propose any composition or arrangement with your creditors generally, or you are  subject to any analogous event or proceeding in any applicable jurisdiction.

6.4       We reserve the right, at our sole discretion, to suspend the provision of Services to you and/or terminate your Membership at any time, without warning.  You will be entitled to a pro rata refund based upon the remaining period of prepayment. Any refund will be issue to the same payment source used for the initial payment.

6.5       On termination of the provision of Services for any reason:

6.5.1   all licences grated under these terms shall immediately terminate;

6.5.2   the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

7.    INDEMNITY

You shall indemnify us and keep us indemnified and hold us harmless from and against any breach by you of these terms and any claim brought against us by a third party resulting from the provision of the Services by us to you and your use of the Services including, without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses), howsoever suffered or incurred by us in consequences of your breach or non-observance of any of these terms including any Content that you post on the Skuuudle Sites or through the Services, which causes us to be liable to another.        

8.   LIMITATION OF LIABILITY

8.1       We are not responsible for:

8.1.1   any incorrect or inaccurate Content uploaded to the Skuuudle Sites or in connection with the Services, whether caused by Users of the Services or by any of the equipment or programming associated with or utilized in the Services;

8.1.2   any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email due to technical problems or traffic congestion on the Internet or on any of the Services or combination thereof. You acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities;

8.1.3   any error, omission, interruption, loss, deletion, defect, theft, destruction or unauthorized access to, or alteration of any Content you upload to the Skuuudle Sites;

8.1.4   the Content, accuracy or opinions expressed on any websites which are  linked to the Skuuudle Sites.  You acknowledge that such websites are in no way investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked website in relation to the Services does not imply approval or endorsement of the linked website by us. When you access third-party sites which are linked to the Skuuudle Sites you do so at your own risk. We take no responsibility for third party advertisements which are posted on this Skuuudle Site or through the Services, nor does it take any responsibility for the goods or services provided by its advertisers;

8.1.5   the conduct, whether online or offline, of any User of the Services.

8.2       All conditions, terms, representations and warranties relating to the Services supplied under these terms, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are excluded to the extent such terms may be excluded under English law.

8.3       Nothing in these terms exclude our liability for death or personal injury resulting from our negligence.

8.4       We shall not be liable for any loss of profits, business, contracts, anticipated savings, opportunity, goodwill, data, or any special damage, or any related damages or for any other indirect or consequential or economic loss whatsoever.

8.5       Our total liability, whether in connection with these terms or any collateral contract or for any other claim in contract, tort, negligence or otherwise shall in no circumstances exceed the Fees, provided that this condition 8.5 shall not affect any higher limit on claims under condition 9 to the extent that we have been able to obtain insurance in respect of such claims on commercially reasonable terms.

8.6       You acknowledge that we obtain information from third parties in order for us to be able to provide the Service.  We cannot be held liable for any information (whether concerning prices or services or otherwise) provided by third parties which is incorrect, misleading or inaccurate.

8.7       Except as expressly and specifically provided in these terms:

8.7.1   you assume sole responsibility for results obtained from the use of the Services, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts which you provide to us in connection with the Services;

8.7.2   the Services are provided to the Customer on an "as is" basis.

8.8       You acknowledge that the Services may enable or assist you to access the website content of, correspond with, third parties via third-party websites and that you do so solely at your own risk.  We make no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party websites.  We recommend that you refer to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website.  We do not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

8.9       These terms shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these terms.

8.10     We make no representation and give no warranties that any particular usage of the Service will not infringe the Intellectual Property Rights of any third party.

8.11     In any event no claim shall be brought unless you have notified us of the claim within one month of it arising.

9.    INTELLECTUAL PROPERTY RIGHTS

9.1       Except for third party software, all Intellectual Property Rights in the Software as modified form time to time belong to us.   In this clause 9 “Intellectual Property Rights” shall mean all patents, copyrights, design rights, trade marks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world.

9.2       You have no rights in any third party software except to use it in accordance with these terms and the terms of any licence granted by the relevant third party of which you have notice from time to time.

9.3       We shall defend you or, at our option, settle any claim or action brought against you alleging that the possession, lawful use, development, modification or maintenance of any of the Software in accordance with the terms of these terms infringes the UK Intellectual Property Rights of a third party (“Infringement Claim”) and we shall pay any reasonable losses, damages, costs and expenses incurred by or awarded against you because of any Infringement Claim.

9.4       To rely on condition 9.3 you must:

9.4.1   notify us in writing of any Infringement Claim within 7 days;

9.4.2   take reasonable steps in mitigation;

9.4.3   not make any admission or compromise our consent; and

9.4.4   give us the right to settle all negotiations and litigation arising from any Infringement Claim.

9.5       Notwithstanding condition 9.3 or any other provision, for the avoidance of doubt, we shall not be liable where the liability is caused by the Software being used by you, knowingly or otherwise, as an instrument of Intellectual Property Rights infringement as opposed to the Software being inherently infringing in normal and otherwise lawful use.

9.6       To avoid a third party infringement claim or what we feel is a risk of one, we may:

9.6.1   procure for you the right to continue using Software; or

9.6.2   modify or replace the Software to avoid the problem; or

9.6.3   prevent the Software from being used in a way which causes the problem; or

9.6.4   terminate these terms and refund any of the Fee which relates to the relevant Software (less a reasonable sum in respect of your use of the Software).

we suffer because any particular use you make or ask us to make infringes the Intellectual Property Rights of third parties.

9.8       You must take all reasonable steps to ensure that any uses to which the Software are put by you or by us at your request do not constitute an offence under the Computer Misuse Act 1990.  We may take any reasonable steps to avoid the commission of any offence under that Act by you or by us.

10.   Modifications

We may modify these terms from time to time and such modification shall be effective upon posting by us on the Skuuudle Sites. We will inform Members by email about such modifications [   ] days before any modified terms are posted on the Skuuudle Sites.  If you do not want to continue receiving Services in accordance with the modified terms you have the right to terminate your membership with us.  If your membership is terminated you will be entitled to a pro rata refund based upon the remaining period of prepayment. Any refund will be issue to the same payment source used for the initial payment.   If you use the Services after the terms have been modified you are deemed to have accepted such modified terms.  It is therefore important that you review these terms regularly to ensure you are updated as to any changes.

11.   FORCE MAJEURE

No party is liable for any failure (other than a failure to pay) arising from any act of God, war, fire, flood, explosion or civil commotion.

12.     SEVERABILITY

If any provision of these terms is illegal or unenforceable, the balance of these terms shall not be affected.

13.   AMENDMENTS

Any amendment, waiver or variation of these terms shall only be binding if made in writing.

14.   THIRD PARTY RIGHTS

No term of these terms is intended to be enforceable by any third party.

15.     NOTICES

Any notice required to be given pursuant to these terms shall be in writing, and shall be sent to the other party at the registered office address of the other party.

16.   ENTIRE AGREEMENT

16.1     These terms contain the whole agreement between the parties relating to the subject matter hereof and supersedes all prior agreements, arrangements and understandings between the parties relating to that subject matter. 

16.2     You acknowledge and agree that in entering into these terms you do not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of us or any other person relating to the subject matter of the terms other than as expressly set out in the terms. For the avoidance of doubt we exclude all liability for any pre-contractual representations including fraudulent misrepresentation.

17.    NON-WAIVER

Any forbearance or failure by us to enforce a provision to which you are subject shall not affect our right to require such performance at any subsequent time, nor shall the waiver or forbearance by us of any breach of any provisions of these terms herein be taken to be or held to be a waiver of the provision or provisions itself of themselves.

18.    HEADINGS

Headings are included in these terms for convenience only and shall not affect the construction or interpretation of these terms.

These terms shall be governed by and construed in accordance with English law and the parties shall submit to the non-exclusive jurisdiction of the English courts.
 

19 GOVERNING LAW AND JURISDICTION

These terms shall be governed by and construed in accordance with English law and the parties shall submit to the non-exclusive jurisdiction of the English courts.

20.   LAST MODIFIED

These Terms of Use were last modified 06/04/2011 16:25