Terms of Service

Last updated 23rd October 2019, 13:24

Merlin Panel is a trading name of Element Softworks Ltd. The following terms of service apply to all website development/design services provided by Merlin Panel to you, our client. Element Softworks (Consequently referred to as We, Us or the company) provides this website for your use, subject to these terms of service as well as all relevant laws and regulations. It is recommended that you read these terms of service very carefully, as your access to and use of the website, services, contents, and any information in whatever form and manner arising from the website is provisional upon your acceptance of the terms of service as hereinafter indicated. If you do not entirely approve of these conditions, we ask that you do not visit or use the website and use our services in any way at all. We reserve the exclusive right to change, modify or review these terms of service, so we advise that you occasionally check back for changes, as your continued use of the Merlin Panel website after any modification or review of these conditions is made shall be taken as your acceptance of those changes. We will, however, make sure to indicate the last updated date at the top of this page.

Acceptable use of the website

We provide this website for both personal and commercial use, and you are to use the website for no other purpose, except as agreed upon by both parties in prior written consent by us. All individuals who have reached or surpassed the legal age of 18 are granted a limited, nonexclusive, revocable, non-sublicensable and nonassignable license by us to access and use the Merlin Panel website in full compliance with these terms of service. You hereby agree not to license, distribute, transmit, or publish the website or any of its content without our permission; infringe our intellectual property rights; remove any trademark, copyright or any other proprietary notice from any segment of our website; and/or link to, frame or mirror any part of the website. You hereby represent that you will not use the website for any illegal purposes. We reserve the right to without notice suspend or remove the user account of any user found to be ill-using the website and its services, and this we will do without liability to you or any other third party.

International use and restrictions

Our website, products and services are provided for use all over the world, but we do not guarantee that the services or products that we make available are suitable or available for use in your country of residence, and all users link and use our website solely at their own risk and are fully and solely responsible for compliance with all relevant local laws. You must not access this website if you are barred from using such services under the laws of the United Kingdom and the laws of any other country from which you use the services. The copyright in all the materials found on this website is held by Element Softworks. Users are permitted to download and copy the materials on our website for both personal and non-personal commercial use, as long as such materials are not changed or modified and on the condition that users maintain all copyright and proprietary notices that are in such materials. This permission is automatically terminated should you violate any of these terms or conditions. We will terminate your access to our website immediately if you are discovered to violate any of these terms.

Copyright policy and trademarks

You agree that all of the content made available through, displayed or featured on, or contained in, the website including but not restricted to text, information, communications, graphics, images, photographs, illustrations, sounds, video, moving images, code and all other materials (collectively known as "content") is owned by Element Softworks, its associates, its licensors or content providers. All such content is protected by copyright, trademark, and other relevant laws and international treaty provisions. You understand and accept that such material is not to be used in any way except as allowed by this agreement or with the prior written permission of Element Softworks. Any unauthorised use of our content may subject you to criminal or civil penalties. All trademarks, service marks, trade names, trade dress, icons and logo found on this website are the property of Element Softworks, its affiliates, respective licensors or other third parties. You may not in any way use, copy, reproduce, republish, distribute, transmit, or modify the trademarks found on the website without Element Softworks's prior written consent.

Commencement and costs

Merlin Panel offers three subscription packages; which are the Essential, Professional and Commercial packages. Upon signing up for a package, we charge a setup fee instantly of £99, £199, and £299 for the Essential, Professional and Commercial packages respectively. You understand and accept that you must pay this setup fee before any work commences on planning, designing or developing your website. You also understand and accept that you will be charged £45, £85, £115 per month respectively (for Essential, Professional or the Commercial package) for 12 months after your initial set up fee. By signing up for a package, you agree to pay the setup fee as well as the 12 payments of your selected package which shall be displayed to you on checkout before placing an order. You also understand and accept that upon the completion of your 12 monthly payments, the monthly charge will continue until otherwise cancelled.

Failure to provide the required website content

You understand that we determine in our sole discretion whether or not to provide our website development service to you as a client or not. We work hard to remain efficient and because of that ensure that our pre-programmed works are carried out at the scheduled time. In the rare case that we have already pre-scheduled a large number of jobs for the near future, we may have to reject other offers for work to ensure that our current queue of jobs is first completed. We will, therefore, require that you provide all the required information necessary to build your website in advance. Should we be unable to make progress on your website because you have not provided enough information within the agreed-upon timeframe, we may impose a surcharge of up to 25%. For example, we will require you to provide us with the text content for your site in advance if your project involves Search Engine Optimisation so that the SEO can be planned and completed efficiently. Should you neglect to provide us with the required information within one week of commencing your project after your agreement to do so, we reserve the right to close the project and pay you back 75% of your setup fee, after withholding the surcharge of 25%. We, therefore, ask that you never give us the go-ahead to start your project until you are absolutely ready to do so.

Turnaround time and content control

You understand that Element Softworks Ltd as a matter of policy will install, publicly post and/or make available your website by the date mutually agreed upon in the project proposal, or by the date agreed upon when we received your initial payment, except you have specifically requested a delay and that delay has been granted you by us in a written statement. You also agree to delegate an individual within your organisation as the primary contact to assist Element Softworks Ltd with working on your website in a satisfactory and expedient manner. You also agree to provide us with your website content; text, images, movies and sound files during the project.

Failure to pay

By placing an order with Element Softworks, you agree to pay 12 monthly payments plus the setup fee. If you fail to pay the monthly payment as at when due, we will suspend your website until you have made your payments up to date. Your website may display a notice informing your visitors that payment is overdue. We also reserve the right to charge you late fees for each day that a payment is overdue. If a payment is in arrears by 30 days or more, we may charge you the outstanding balance in full. We reserve the right to pass on your details to a debt collection agency or small claims court to recover the debt.

Ownership

Element Softworks Ltd retains all copyright and ownership of the data, files, graphics and code until the order is paid in full (setup fee and 12 payments), after which copyright and ownership will transfer to you, the client. If you choose to pay in advance for the website, you will gain all copyright and ownership instantly.

Design credit

You understand and accept that we will embed a link to the Merlin Panel website by a small graphic or in either small type at the bottom of your website. When we elect to use a graphic, we will make sure to design it to fit in with your overall site design. If you request that such a design credit be removed, we will apply a nominal fee of 10% of the total package price, or apply a fixed fee of £500 if the total development charges are less than £5000. You also agree that the website designed for you by us may be presented in Element Softworks Ltd's and Merlin Panel's portfolio.

Additional expenses

You agree to reimburse us for any additional expenses required for the completion of your design work, which with without limitation may include the purchase of fonts, stock photography, and domains.

Third right copyrights

You hereby agree to obtain the permission and rights necessary to use any information or files that are copyrighted by a third party and then grant Element Softworks Ltd the permission and rights to use the same. You also agree to indemnify and hold Element Softworks Ltd harmless from and blameless against any and all claims arising out of your negligence or inability to obtain the necessary copyright permissions. We shall regard our contract for website design and services as a guarantee to us by you that all such permissions and licenses have been received. We may occasionally, as we deem fit in our sole discretion, ask you for evidence of such permissions and licenses.

User content

We have tried our best to make Element Softworks an interactive website, and this is why we have made it easy for our users to upload their comments on the website. You hereby warrant that you are the only, exclusive proprietor of all user content that you upload to the website or that you otherwise have all approvals, releases, rights, and licenses necessary to grant Element Softworks the license to the user content that you make available. This user content may not breach, misuse or disrespect a third party's exclusive rights, another entity's rights of publicity or privacy, or lead to the violation of any applicable law or regulation. While any user content provided by you to us remains your property, you grant us a universal, continuous, transferrable, permanent, and royalty-free license, by providing such user-generated content to Element Softworks, with the rights to sub-license, make derived works of, distribute, reproduce, modify, publicly perform, openly show, and to use such user-generated content in any way we deem appropriate without having to further notify you, without requiring consent from you, and without the obligation to financially recompensate you or any other entity.

Rules of conduct

Here are the other rules of conduct all Merlin Panel users must abide by in order to continue to be able to access and use our website and services: We only grant you the authorisation to view, copy or download the contents as well as other downloadable materials shown on the Merlin Panel website. You hereby understand and accept that no right, title, or interest in any material that you copy or download is transferred to you as a consequence of any such downloading or copying. You may not gain or try to gain unauthorised access to any information made available on the website or through any network(s) used in providing our service. You may not post or in any way replicate information in which the Intellectual Property Right (IPR) belongs to a third party from whom you did not obtain written consent from. You must not abuse the service or any information posted on the service in any way. You may not post or email to any other user any pictures, information or any other material, which in the opinion of Element Softworks is threatening, abusive, racist, libellous, obscene, sexually suggestive or sexually explicit. You may not post or email to any other user any information, representations or other material, which in the opinion of Element Softworks is capable of offending other Users' political or religious beliefs. You are not to send any spam emails or junk mails to other users. You may not ill-use any part of the service for any illegal purpose(s). You may not use the website to spread information or content that encourages racism or criminal offences. You are not to use the website and its services to breach any applicable regulations or laws otherwise. You may not use or attempt to use any procedure, device, or software to disturb the proper working of the Merlin Panel website, or intrude upon or attempt to violate its security. You do not have our permission to use the website and its services for advertising and marketing other websites, services or businesses in any way. You are not to purchase or promote other products or services through the platform, or to ask for other users' business. You may not encroach upon or meddle with any other user's use of the Merlin Panel website. You are not to make, transmit or store electronic duplicates of materials that are protected by copyright without the consent of the owner. If Element Softworks discovers you to be in the breach of any of the conditions of these terms of service, we will hold you solely responsible for all legal costs, hurts and losses that may arise out of your breach. We may also terminate your use of the Merlin Panel website without any prior warning if you violate any of these terms.

Disclaimers of liability

ELEMENT SOFTWORKS PROVIDES THE MERLIN PANEL WEBSITE FOR USE ONLY ON AN "AS IS AND AS AVAILABLE" BASIS. WE PROVIDE THE WEBSITE WITHOUT ANY REPRESENTATION OR ENDORSEMENT MADE AND WITHOUT ANY KIND OF WARRANTY, WHETHER DIRECT OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF SUITABILITY, MERCHANTABILITY, COMPATIBILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SAFETY AND ACCURATENESS. ELEMENT SOFTWORKS DOES NOT REPRESENT THAT YOUR USE OF THE WEBSITE WILL BE CONTINUOUS AND UNINTERRUPTED, THAT THE WEBSITE IS FREE FROM ERRORS OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU HEREBY AGREE THAT YOU ACCESS AND USE THE WEBSITE AT YOUR OWN RISK. WE MAY REVIEW, AMEND, IMPROVE AND MAKE OTHER CHANGES TO MERLIN PANEL AT ANY TIME EITHER WITH OR WITHOUT NOTICE. ELEMENT SOFTWORKS WILL UNDER NO CIRCUMSTANCES BE HELD RESPONSIBLE FOR ANY DIRECT OR INDIRECT, SECONDARY OR EXCEPTIONAL, OR ANY OTHER RESULTING DAMAGES AND LOSSES AS AN OUTCOME OF OR AS RELATED TO THE USE OF, OR YOUR LACK OF ABILITY TO USE THE MERLIN PANEL WEBSITE, EVEN IF ELEMENT SOFTWORKS HAS BEEN INFORMED OF THE PROBABILITY/LIKELIHOOD OF SUCH DAMAGES. YOU EXPLICITLY AND FULLY RELEASE AND HOLD ELEMENT SOFTWORKS INNOCENT FROM ANY AND ALL CLAIMS, LIABILITY, DAMAGES, LOSSES, AND EXPENSES (WHICH WITHOUT LIMITATION INCLUDES THE LOSS OF BUSINESS, INFORMATION, OPPORTUNITY, PROFITS OR REVENUE) RELATING TO YOUR USE OF THE WEBSITE, ANY CONTENT ACQUIRED THROUGH THE MERLIN PANEL WEBSITE OR ANY ASSUMED BREACH BY YOU OF THESE TERMS OF SERVICE. YOU HEREBY FULLY RELEASE ELEMENT SOFTWORKS LTD AND ITS EMPLOYEES AND/OR AGENTS FROM ALL AND ANY LIABILITY CAUSED BY LOSS OR DAMAGE CAUSED BY ANY INACCURACY; CAUSED BY OMISSION; AND/OR CAUSED BY DELAY OR ERROR, WHETHER SUCH LOSS OR DAMAGE IS AS A RESULT OF NEGLECT OR OTHER CAUSE IN THE PRODUCTION OF THE WEBSITE. YOU ALSO FULLY RELEASE US AND OUR EMPLOYEES AND AGENTS FOR ANY LOSS OR DAMAGE TO CLIENTS' ARTWORK/PHOTOS, SUPPLIED FOR THE DEVELOPMENT OF THEIR WEBSITE, WHETHER THE LOSS OR DAMAGE IS AS A RESULT OF NEGLIGENCE OR OTHERWISE. WE DO NOT REPRESENT IN ANY WAY THAT THE QUALITY OF ANY SERVICES ACQUIRED OR PURCHASED BY YOU THROUGH OUR SERVICES WILL MEET YOUR EXPECTATIONS, AND UNDER NO CIRCUMSTANCE WILL WE BE HELD LIABLE FOR ANY LOSSES YOU MAY SUFFER AS A RESULT OF PURCHASING SERVICES THROUGH THE WEBSITE. OUR AGGREGATE LIABILITY, IN ANY CASE, SHALL NOT EXCEED THE EURO AMOUNT YOU PAID FOR SERVICES. THE LAWS OF SOME JURISDICTIONS AND GEOGRAPHICAL AREAS DO/MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES MADE RELATING TO SERVICES OR GOODS. SOME OR ALL OF THE AFOREMENTIONED LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IF YOU FALL UNDER ANY OF SUCH A JURISDICTION OR GEOGRAPHICAL AREA.

Links to other websites

For your convenience (and for convenience only), we may provide links to third-party websites and resources that are under the control and maintenance of others. You understand and agree that we do not have any control over these websites, their content, procedures, products and services; and you may not take our link to them as an endorsement of such websites. You use such websites at your own risk.

Severability

If any condition of these terms is found to be either unenforceable or illegal, such a condition will be modified or deleted to reflect both parties' original intention. All remaining terms shall survive the deletion and remain in full force and effect.

Disputes/Governing law

Except where so prohibited, you agree that any and all disputes, causes of action and claims directly or indirectly arising out of the Merlin Panel website shall be resolved on an individual basis, without resort to any class action. A printed copy of these terms of service will be acceptable in court or in other legal proceedings as if the terms of service were initially generated and maintained in printed form. These terms of service are construed in accordance with the law of the UK and shall be so governed. You agree to submit yourself to the exclusive jurisdiction of its courts.

Waiver

No waiver of any of these terms of service at any time shall be deemed a continuing or a further waiver of such term and provision or of any other condition or term.

Termination

We will first inform you by email if you breach any terms of this agreement or if you create possible legal risk or exposure for us, and we may choose to stop providing all or part of Merlin Panel to you.