These Terms will apply to any contract between us for the sale of Services to you (Contract). Please read these Terms carefully and make sure that you understand them, before ordering any Services from our site. Please note that before placing an order you will be asked to agree to these Terms.
Please click on the button marked “I Accept” if you accept them. If you refuse to accept these Terms, you will not be able to order any Services from our site.
You should print a copy of these Terms or save them to your computer for future reference.
We amend these Terms from time to time as set out in clause 8. Every time you wish to order Services, please check these Terms to ensure you understand the terms which will apply at that time. These Terms were most recently updated on 29/01/2018.
These Terms, and any Contract between us, are only in the English language.
1. Information about us
1.1 We operate the website www.ems.ai. We are MMMS Group Limited, a company registered in England and Wales under company number 10308905 and with our registered office at 8 Nelsons Row, London, United Kingdom, SW4 7JT. Our main trading address is 27/31 Clerkenwell Close, Farringdon, EC1R 0AT.
1.2 To contact us, please see our homepage.
2. Use of our site
Your use of our site is governed by our Website Terms and Conditions. Please take the time to read these, as they include important terms which apply to you.
3. How we use your personal information
4.1 If you are not a consumer, you confirm that you have authority to bind any business on whose behalf you use our site to purchase Services.
4.2 These Terms and any document expressly referred to in them constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of the us which is not set out in these Terms or any document expressly referred to in them.
5. How the contract is formed between you and us
5.1 For the steps you need to take to place on order on our site, please see our Pricing page.
5.2 Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process.
5.3 After you place an order, you will receive an e-mail from us acknowledging that we have received your order and confirming our acceptance to you (Order Confirmation). The Contract between us will only be formed when we send you the Order Confirmation.
5.4 If we are unable to supply you with a Service, for example because that Service is no longer available or because of an error in the price on our site as referred to in clause 12.1, we will inform you of this by e-mail and we will not process your order. If you have already paid for the Services, we will refund you the full amount as soon as possible.
6. Our right to vary these terms
6.1 We may revise these Terms from time to time in the following circumstances:
(a) changes in how we accept payment from you; and/or
(b) changes in relevant laws and regulatory requirements.
6.2 Every time you order Services from us, the Terms in force at that time will apply to the Contract between you and us.
6.3 Whenever we revise these Terms in accordance with this clause 6 we will keep you informed and give you notice of this by stating that these Terms have been amended and the relevant date at the top of this page.
7. How to pay
7.1 You can only pay for Services using a debit card or credit card.
7.2 Payment for the Services and all applicable charges is in advance. We will not charge your debit card or credit card until we confirm your order.
8. Our liability
8.1 We only supply the Services for internal use by you or your business, and you agree not to use the Product for any re-sale purposes.
8.2 Nothing in these Terms limit or exclude our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and/or
(d) breach of the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 (description, satisfactory quality, fitness for purpose and samples.
8.3 Subject to clause 8.2, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) any loss of profits, sales, business, or revenue;
(b) loss or corruption of data, information or software;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill; or
(f) any indirect or consequential loss.
8.4 Subject to clause 8.2 and clause 8.3, our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of the Services.
8.5 Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Services are suitable for your purposes.
9. Communications between us
9.1 When we refer, in these Terms, to “in writing”, this will include e-mail.
9.2 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order.
9.3 If you are a business, please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
10. Providing services
10.1 We will supply the Services to you from the date set out in the Order for the Minimum Period of twelve (12) months and thereafter unless it is terminated by you or in accordance with these terms and conditions.
10.2 We will make every effort to provide the Services on time. However, there may be delays due to an Event Outside Our Control. See clause 13 for Our responsibilities when an Event Outside Our Control happens.
10.3 We will need certain information from you that is necessary for us to provide the Services. If we require further information to that requested on our registration page we will contact you about this. If you do not, after being asked by us, provide us with this information, or you provide us with incomplete or incorrect information, we may make an additional charge of a reasonable sum to cover any extra work that is required, or we may suspend the Services by giving you written notice. We will not be liable for any delay or non-performance where you have not provided this information to us after we have asked.
10.4 We may have to suspend the Services if we have to deal with technical problems that are within our control. We will contact you to let you know in advance where this occurs, unless the problem is urgent or an emergency. You do not have to pay for the Services while they are suspended under this clause 10.4 if they are unavailable for 48 hours consecutively or more than 72 hours per calendar month. This clause does not affect your obligation to pay for any invoices we have already sent you.
10.5 Notwithstanding clause 10.4 above the website may be closed for maintenance from time to time. Notice of this will be provided to all users in advance and placed prominently on the website. In such circumstances the time allowances for suspension of the Services set out in clause 10.4 above shall run.
10.6 If you do not pay us for the Services when you are supposed to as set out in clause 12.3, we may suspend the Services with immediate effect until you have paid us the outstanding amounts (except where you dispute an invoice under clause 12.5). We will contact you to tell you this. This does not affect our right to charge you interest under clause 12.4.
10.7 If we design one of our Services for you, we will own the copyright, design right and all other intellectual property rights in the Services and any drafts, drawings, illustrations or similar we make in connection with the Services for you.
11. If there is a problem with the services
11.1 In the unlikely event that there is any defect with the Services:
(a) please contact us and tell us as soon as reasonably possible;
(b) please give us a reasonable opportunity to repair or fix any defect; and
(c) We will use every effort to repair or fix the defect as soon as reasonably practicable.
You will not have to pay for us to repair or fix a defect with the Services under this clause 11.1.
11.2 As a consumer, you have legal rights in relation to Services not carried out with reasonable skill and care. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.
12. Price and payment
12.1 The price of the Services will be set out in our price list in force at the time we confirm your Order. Our prices may change at any time, but price changes will not affect Orders that we have confirmed with you.
12.2 These prices include VAT. However, if the rate of VAT changes between the date of the Order and the date of delivery or performance, we will adjust the rate of VAT that you pay, unless you have already paid for the Services in full before the change in the rate of VAT takes effect,
12.3 Where we are providing Services to you, we will invoice you monthly in advance for the Services until the Services are completed. Each invoice will quote the Order number. You must pay each invoice in cleared monies within 7 calendar days at the date of invoice by nominated credit or debit card. Your rights to a refund on cancellation are set out in clause 14.
12.4 If you do not make any payment due to us by the due date for payment, we may charge interest to you on the overdue amount at the rate of 3% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
12.5 However, if you dispute an invoice in good faith and contact us to let us know promptly after you have received an invoice that you dispute it, clause 12.4 will not apply for the period of the dispute.
12.6 If we cancel the contract for Services under clause 15.3 during the Minimum Period, you will remain liable for payment of the standard monthly charge that would have been due during the remainder of said Minimum Period.
13. Events Outside Our Control
13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by an Event Outside Our Control.
13.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.
13.3 If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms:
(a) We will contact you as soon as reasonably possible to notify you; and
(b) Our obligations under these Terms will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our performance of Services to you, we will restart the Services as soon as reasonably possible after the Event Outside Our Control is over.
13.4 You may cancel the contract if an Event Outside Our Control takes place and you no longer wish us to provide the Services. Please see your cancellation rights under clause 14. We will only cancel the contract if the Event Outside Our Control continues for longer than two (2) weeks in accordance with our cancellation rights in clause 14.
14. Your rights to cancel and applicable refund
14.1 Before we begin to provide the Services, you have the following rights to cancel an Order for Services, including where you choose to cancel because we are affected by an Event Outside Our Control or if we change these Terms under clause 6 to your material disadvantage:
(a) You may cancel any Order for Services after placing an Order by contacting us, provided you have yet to access the Services. We will confirm your cancellation in writing to you.
(b) If you cancel an Order under clause 14.1(a) and you have made any payment in advance for Services that have not been provided to you, We will refund these amounts to you.
(c) However, if you cancel an Order for Services under clause 14.1(a) and We have already started providing Services by that time, you will pay us any costs we reasonably incurred in starting to fulfil the Order, and this charge will be deducted from any refund that is due to you or, if no refund is due to you, invoiced to you. We will tell you what these costs are when you contact us. However, where you have cancelled an Order because of our failure to comply with these Terms (except where we have been affected by an Event Outside Our Control), you do not have to make any payment to us.
14.2 Once we have begun to provide the Services to you, you may not cancel the contract within the Minimum Period. After the Minimum period, you may cancel the contract for the Services at any time by providing us with at least 30 calendar days’ notice in writing. Any advance payment you have made for Services that have not been provided will be refunded to you.
14.3 Once we have begun to provide the Services to you, you may cancel the contract for Services with immediate effect by giving us written notice if:
(a) We break this contract in any material way and we do not correct or fix the situation within 14 days of you asking us to in writing;
(b) We go into liquidation or a receiver or an administrator is appointed over our assets; and/or
(c) We are affected by an Event Outside Our Control (see clause 15).
15. Our rights to cancel and applicable refund
15.1 If we have to cancel an Order for Services before the Services start:
(a) We may have to cancel an Order before the start date for the Services, due to an Event Outside Our Control or the unavailability of key personnel or key materials without which we cannot provide the Services. We will promptly contact you if this happens.
(b) If we have to cancel an Order under clause 15.1(a) and you have made any payment in advance for Services that have not been provided to you, we will refund these amounts to you.
(c) Where we have begun provision of your Order for Services by the time we have to cancel under clause 15.1(a), We will not charge you anything and you will not have to make any payment to Us.
15.2 Once we have begun to provide the Services to you, we may not cancel the contract within the Minimum Period, unless the terms of clause 15.3 below are met. After the expiry of the Minimum Period, we may cancel the contract for the Services at any time by providing you with at least 30 calendar days’ notice in writing. If you have made any payment in advance for Services that have not been provided to you, we will refund these amounts to you.
15.3 We may cancel the contract for Services at any time with immediate effect by giving you written notice if:
(a) you do not pay us when you are supposed to as set out in clause 12.3. This does not affect our right to charge you interest under clause 12.4; or
(b) you break the contract in any other material way and you do not correct or fix the situation within 14 days of us asking you to in writing.
16. Other important terms
16.1 We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms.
16.2 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
16.3 This contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.
16.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
16.5 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
16.6 If you are a business, these Terms are governed by English law. This means that a Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.