1.1 Esesito agrees to provide you with access to any Services, as set out in the Order Summary, subject to the terms of this Agreement.
1.2 Unless you are on our free Starter Plan, you agree to pay for the Services from the Start Date for the Minimum Term at the rate set out in the Order Summary. In the case of an annual plan, you agree to pay for the Services from the Start Date for the Minimum Term of one year. To ensure the uninterrupted supply of 3rd party services such as your domain name, we will charge you for the renewal of next year’s annual plan at the end of month 11 of your current plan. Your plan will still run for 12 months. The Services provided are customised to meet your requirements and Esesito will not provide any refunds unless the Services are not provided in accordance with this Agreement.
1.3 At the end of the Minimum Term, any Services that you pay for will automatically renew for Additional Subscription Periods until you provide notice to terminate in accordance with clause 1.4.
1.4 You can cancel or downgrade any Services at the end of the Minimum Term or any then current Additional Subscription Period before such period is due to expire. You must request to cancel or downgrade via the link on the Subscriptions page of your Esesito Business Hub. Cancellation requests submitted via email will not be honoured. You are not entitled to cancel or downgrade any Services before the end of the Minimum Term or any then current Additional Subscription Period due to a change in your circumstances.
1.5 You are able to add additional Services or upgrade at any time through your Esesito Business Hub. To login please click here. Please contact [email protected] for more information. If you would like to transfer an existing domain name to Esesito then this can be managed as an additional service, subject to payment of a fee.
1.6 We may adjust the price of the Services at any time after the expiry of your Minimum Term on 1 month’s written notice.
1.7 If you qualify for a Referral Credit, you will be notified of the details of your credit by email and this will be applied to your next Subscription Period. If you cancel the Services before the Referral Credit has been applied then the Referral Credit shall automatically expire.
1.8 All payments are processed by third payment processors including Paypal, Stripe and its their global affiliates. We do not hold any credit or debit card details. You agree to provide our third party payment processors with valid credit or debit card details and authorise them to store your information in accordance with their privacy policies and bill you according to the payment terms set out in your Order Summary and thereafter at the start of each Subscription Period or for other Services that you may purchase from Esesito.
1.9 If you fail to pay any charges when they fall due or request to cancel your account before the expiry of your Minimum Term then the total amount payable for the full duration of the Minimum Term will become immediately payable and we may suspend the provision of any Services until such monies are received. Interest will be charged on overdue payments at an annual rate equal to 8% over the Bank of England’s prevailing base rate.
1.10 All prices quoted are exclusive of any sales taxes.
1.11 Esesito may alter the Services from time to time. If such changes materially reduce their functionality, Esesito will notify you by email and you may provide notice within 30 days of the notification to cancel the Services with immediate effect, even if you are still within the Minimum Term.
1.12 The Start Date for the Services is the date you placed your order and you will be liable to pay for any Services as set out in your Order Form from the Start Date, whether or not you have provided Esesito with all the required information to set up the Services.
1.13 Invoices will be stored electronically on www.Esesito.com. You can view and download these at any time from your Business Hub or we can email you invoices on request.
1.14 If you have signed up to a promotional offer (as stated on your Order Summary) then this shall be subject to any payment terms and restrictions as stated on your Order Summary. Esesito reserves the right to limit Promotional Offers to any businesses or categories of business at its discretion and to withdraw any promotional offers without notice.
1.15 Esesito cannot guarantee that the Domain Name that you would like to purchase will be available through Esesito . If you have secured a Domain Name from Esesito then you must ensure that you pay any renewal fees to Esesito promptly to avoid losing the Domain Name.
1.16 Esesito offers a 30-day Money Back Guarantee for purchasers of its Lifetime Deal. The 30-day period commences on the date you purchase the site, regardless of when you submit your information to enable us to build it. Additional details on Refund Policy on point 11.
2.1 You grant Esesito and our affiliates a non-exclusive, worldwide, perpetual, transferable and sub-licensable right to use, copy, modify, distribute, publish, and process any content:
2.1.1 you upload to the Esesito Platform; or
2.1.2 that you have uploaded to other websites, such as Facebook, Google My Business and Yelp (and you hereby provide your consent to Esesito utilising your content from such websites for the sole purpose of providing the Services); and
2.1.3 relating to your business on the Esesito Platform.
2.3 If you are paying for Services, Esesito may licence you a Company Website and / or a Domain Name. Esesito is the registrant of the Domain Name.
2.4 If you are paying for Services and you have signed up to listings management as part of the Services (as stated in your Order Summary), you confirm that your listings information (i) does not contain any viruses, spyware or other harmful code or materials, (ii) constitutes a “primary” source of the information, i.e. that you have officially approved it as the authorized representative of the location, and (iii) is current and accurate.
3.1 You make the following warranties to Esesito:
3.1.1 you are at least 18 years of age and have the right to enter into this Agreement;
3.1.2 you will not attempt to circumvent security, reverse engineer or interfere with the proper working of the Esesito Platform or Other Digital Accounts;
3.1.3 you will keep any password to access the Esesito Platform secure and be responsible for any unauthorised access as a result of a third party obtaining your password;
3.1.4 any content you upload to Esesito and your use of any Domain Name shall not be defamatory, indecent or illegal or breach the Intellectual Property Rights of any third party and shall be accurate and up-to-date and in accordance with all applicable legal obligations;
3.1.5 other than in relation to any Services that you have purchased, you will not use the Esesito Platform for commercial purposes;
3.1.6 you will not abuse the booking system of Service Providers available on the Esesito Platform;
3.1.8 you will not sell or licence, or attempt to sell or licence, access to the Esesito Platform or Services without our written consent; and
3.1.9 you have the legal right to set up an account for the business that you are representing.
INDEMNITY FROM CUSTOMER
4.1 You shall defend, indemnify and hold harmless Esesito against any claims, actions, proceedings, losses, damages, expenses and costs (including, without limitation, court costs and reasonable legal fees) arising out of or in connection with your use of the Esesito Platform, any Services including, without limitation, any Domain Name, or your breach of the warranties set out in clause 3 of this Agreement.
5.1 EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER ESESITO OR ITS AFFILIATES OR SUPPLIERS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE ESESITO PLATFORM, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR NON – INFRINGEMENT.ESESITO CANNOT BE RESPONSIBLE FOR THE QUALITY OF THE LEADS YOU RECEIVE THROUGH THE PAID SERVICES OR WHAT PROPORTION WILL CONVERT TO PAYING CUSTOMERS. REFUNDS WILL NOT BE PROVIDED IN THE EVENT THAT THE NUMBER OR QUALITY OF LEADS YOU RECEIVE THROUGH THE PAID SERVICES DOES NOT MEET YOUR EXPECTATIONS.
5.2 Esesito cannot guarantee the continuous, uninterrupted or error – free operability of the Esesito Platform or that it will be free from computer viruses or similar threats.There may be times when some or all features of the Esesito Platform become unavailable(whether on a scheduled or unscheduled basis) or are modified, suspended or withdrawn by Esesito, in Esesito’s sole discretion, without notice.Esesito will not be liable to you or any third party for any unavailability, modification, suspension of any elements of the Esesito Platform or for any loss or damage as a result of computer viruses or similar threats.
5.3 Esesito takes all appropriate measures to ensure that the content on the Esesito Platform is accurate, complete, legal and not misleading or offensive. However, we do not review content provided by users and are not responsible for such content. If you come across any content that breaches these principles, please notify us by writing to us at [email protected] . We reserve the right to remove or edit any content at any time without notice.
5.4 You are responsible for deciding if you want to access third party sites that link from the Esesito Platform. Third party sites have their own legal terms and privacy policies, and you may be giving others permission to use your information in ways we would not. Esesito is not responsible for third party sites and you should use them at your own risk.
5.5 Esesito may require access to your Other Digital Accounts on your behalf in order to provide certain Services. You acknowledge that you have separate agreements with the service providers managing your Other Digital Accounts and you are solely liable under such agreements. Esesito does not accept any responsibility or liability for their platforms, features, terms or policies, or the accuracy of any content relating to your business that may be available on their sites.
CAP ON LIABILITY
6.1 Nothing in this agreement excludes Esesito’s liability to you for death or personal injury caused by Esesito’s negligence or for fraud or fraudulent misrepresentation.
6.2 Subject to clause 6.1, Esesito shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect or consequential losses, or for any loss of profit (including by way of example and without limitation, loss of profit a result of your business not showing on a search engine), loss of revenue, contracts, data, goodwill or other similar losses, arising under or in connection with your use of the Esesito Platform or any Services.
6.3 Subject to clause 6.1, Esesito’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total amount paid by you for any Services during the 12 months immediately preceding the date on which the claim arose.
BOOKING SERVICES & CUSTOM MESSAGES
7.2 Any goods or services that you may agree to purchase from a Service Provider (including via a payment link on the Esesito Platform) are agreed directly between you and the Service Provider and you will make any payments to the Service Provider or its payment processor directly. Esesito is not responsible or liable to you for such goods or services.
7.3 You should check all details and any restrictions relating to goods and services before making a booking request or a purchase and ensure that you notify the Service Provider of any conditions that might be relevant to the provision of the services.
7.4 All services listed on the Esesito Platform are subject to the availability of the Service Provider. Price information listed may be inaccurate and you should confirm this directly with the Service Provider prior to booking any services or purchasing any goods.
7.5 You should contact the Service Provider directly if you have any complaints regarding the services provided to you.
Subject to clause
9.2 below, either party may terminate this Agreement on 1 month’s written notice to the other.
9.1 Clause 9.1 shall only apply where you have not purchased Services or where you have purchased Services but the Minimum Term will have expired within 1 month of serving notice to terminate.
9.2 Esesito reserves the right to cease providing Services to you with immediate effect if it considers, in its sole discretion, that you are acting in violation of its policies or the products or services offered on your Company Website are not supported by Esesito. Either party may terminate this Agreement with immediate effect if: (i) the other party is in material breach of the Agreement; or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days.
9.3 If the Services are cancelled by either party or this agreement is terminated then the rights and licences granted to you under this Agreement, including your licence to the Company Webpage and the Domain Name, will be terminated with immediate effect.
9.4 Prior to the termination of this Agreement, you may elect for the registration of the Domain Name to be transferred to you, subject to payment to Esesito of a transfer fee.
9.5 In the event that we are managing your Other Digital Accounts as part of any Services, on termination we may, at our discretion, either delete such accounts,transfer them to you, or leave them as is.
10.1 Esesito may revise this Agreement from time to time. The most current version will always be posted on our website. Any material changes will be notified to you by email if you have a Esesito account.
10.2 This Agreement, including the Order Summary, supersedes any prior agreements between us and constitutes the entire Agreement related to this subject matter. If there is a conflict between this Agreement and the Order Summary, the Order Summary shall take priority.
10.3 If you have any questions or issues with this Agreement or the quality of your Services please contact Esesito at [email protected] or through the notice procedures in clause 10.7.
10.4 Esesito will not be liable for inadequate performance to the extent caused by a condition that was beyond its reasonable control (for example natural disaster, act of war or terrorism, riot, labour condition, governmental action and Internet disturbance).
10.5 The terms and conditions of this Agreement including the price of any Services, will be considered the confidential information of Esesito, and you will not disclose this information to any third parties.
10.6 You may not assign or transfer this Agreement or any rights or obligations under this Agreement without Esesito’s written consent. Esesito may assign this Agreement or any rights or obligations under this Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganisation or sale.
10.7 Notices can be sent by email, post or hand delivery and are deemed given when received. Esesito’s address for notices is [email protected] and Legal Department, Esesito Limited, 7 Bell Yard, London WC2A 2JR, UK.
10.8 Unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect.
10.9 If Esesito fails to enforce, or delay in enforcing, any of Esesito’s rights under these terms, that does not result in a waiver of the rights concerned.
10.10 No terms are enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.
10.11 This Agreement is governed by English law and subject to the exclusive jurisdiction of the courts of England and Wales.
11.1 As a new customer, you may request a refund within 30 calendar days of the Date of Purchase for any reason. The Date of Purchase is defined as the date you have purchased the Lifetime Deal. The Refund Period is defined as the 30-day period from the Date of Purchase.
11.2 You must complete a questionnaire about your business in order for Esesito to be able to create your business website. If you have not completed the questionnaire, you will not receive a business website. You may request a refund at any time within the Refund Period whether or not you have completed the questionnaire and/or received the business website.
11.3 Subject to clause 11.4, you are ineligible for a refund after the Refund Period, irrespective of whether you have completed the questionnaire and/or received the business website. Failure to complete the questionnaire required for Esesito to build the business website does not automatically extend the Refund Period. Outside the Refund Period, all sales are final and non-refundable.
11.4 If Esesito has not delivered the website within 7 days of your completing the questionnaire, then Esesito will extend the Refund Period according to the number of days Esesito was delayed. For example, if Esesito delivered your business website 8 days after you completed the questionnaire, then your Refund Period would be extended by 1 day.
11.5 Subject to clause 11.1, if you have purchased the Lifetime Deal and no optional recurring plan subscription, then the refund shall be issued in full.
11.6 Subject to clause 11.1, if you have purchased the Lifetime Deal plus an optional recurring plan subscription, then the refund shall include the full amount of the Lifetime Deal plus the value of the recurring plan subscription less the cost of the custom domain name if one has been selected. If no custom domain name has been selected, then the recurring plan subscription shall also be refunded in full.