Disclaimer

If you access this website you are deemed to agree to be bound by the provisions of this legal message AND further agree to accept the application of English law to govern matters between yourself and WhosOff.com.

With respect to the information available on this website WhosOff.com expressly exclude any representation or warranty (express or implied) to the fullest extent possible. WhosOff.com makes no representations about the materials in this website or any sites linked from this website.

Terms and Conditions

1. PARTIES

1.1 This Agreement is made between you the User ("User") and Xdrive Computing Ltd ("XD"), provider and owner of the whosOff.com service ("WhosOff.com");

1.2 In this Agreement the Services (see below), which you agree to receive, are solely provided by XD.

2. THE SERVICE

2.1 XD provides a free online staff holiday planner service to Users on the terms and conditions set out in this Agreement.

2.2 The Service may include any or all of the following services which allow the user to:

2.2.1 Manage/book  Staff holiday/Vacation/Leave/sickness/time off via the Whosoff system

2.2.2 Web Site Links: access various web sites via links from the WhosOff.com web site;

In this Agreement the above services which you agree to receive and which XD agrees to provide will be referred to as the "Service".

2.3 The Service is made available solely to permit the User  to Manage/book  Staff holiday/Vacation/Leave/sickness/time off via the Whosoff system.

2.4 XD aims to maintain a 24 hour presence for the WhosOff.com web site and 24 hour access for Users but cannot guarantee a continuous uninterrupted service.

2.5 From time to time certain POPS, servers or the whole or part of the network may be closed down for routine repair or maintenance work. XD will give as much notice as in the circumstances is reasonable and will endeavour to carry out such work during the scheduled maintenance periods published from time to time.

2.6 Neither  XD or any other party has control over the Internet which is a global decentralised network of computer systems. Service interruption may occur due to causes beyond WhosOff.com's control such as system malfunction or failures of other parties. In these circumstances, XD will use their best endeavours to restore the service as soon as reasonably practicable.

2.7 XD reserves the right (but do not assume any obligation) to inspect the content of any material transmitted by you via the Service to ensure that it complies with the terms of this Agreement or any applicable laws, regulations or codes of practice. If such material does not comply we reserve the right to suspend or terminate this Agreement in accordance with Clause 6.

3. PAYMENT

3.1 There is no charge payable to XD for use of the Service during the continuance of this Agreement.

4. USERS OBLIGATIONS

The user in using the Service agrees that:

4.1 The User warrants that all information provided on sign-up and during the course of this Agreement is true, complete and accurate and that the User will promptly inform XD of any changes to such information.

4.2 In consideration of XD providing the Service the User agrees that XD may hold such information on a database, to help identify and provide details of other products and services which may be of interest to Users.

4.3 The User must take all necessary steps to ensure the proper use by authorised parties only of its user name, passwords and any other security feature relating to the Service. The User warrants that any person to whom its user name or password is disclosed is legally authorised to act as the User's agent for the purposes of transacting via the Service.

4.4 Orders or material transmitted by Users via the Service must not breach any terms of this Agreement or any applicable laws or codes of practice. If a User has engaged in activities, or XD believes that a User has engaged in activities, which are illegal or prohibited under this Agreement XD may exercise any of the rights set out at Clause 6 below.

4.4.1 The User must not knowingly transmit via the Service information which is obscene, threatening, menacing, offensive, defamatory, in breach of confidence or otherwise unlawful.

4.4.2 The User must not transmit material which is in breach of copyright or any other intellectual property rights.

4.4.3 The User agrees that the User will, when using the Service, observe the provisions of the Data Protection Act 1984 and subsequent amending legislation.

4.4.4 The User must not knowingly or recklessly transmit via the Service any material which contains viruses or other code or defects which are likely to cause damage to any system or data or engage in any other activity which is in breach of the Computer Misuse Act 1990.

4.4.5 The User must not use the Service to engage in activity which is in breach of any applicable national or international laws.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 All intellectual property rights in the WhosOff.com web site including without limitation the html scripts, the graphics, design and layout, the information content and any software made available by XD to enable the User to use the Service shall remain the property of XD.

5.2 XD grants the User a non-exclusive non-transferable licence to use such software solely in connection with and to the extent necessary for use of the Service and for no other purpose.

5.3 The User shall not decompile, reverse engineer or modify the software referred to above in any way except as is expressly provided in Section 50B of the Copyright Design and Patent Act. 1988.

6. RIGHT TO SUSPEND OR END THE SERVICE

6.1 This Agreement will continue until ended by XD in accordance with this paragraph 6. XD may end this Agreement at any time without cause by giving the User at least 7 days notice in writing using first class post or e-mail which in either case shall be deemed received two days after posting.

6.2 In the event that the User engages in any activities, which are in breach of this Agreement XD, may at his sole discretion and without prejudice to any other legal rights or remedies which it may have (in any order) take any one of the following actions:

6.2.1 Notify the User by e-mail or other means that the User appears to be engaged in prohibited activity. The User will then have five working days to show cause why XD should not take further action;

6.2.2 Suspend the Services (i.e. restrict your access to the Service for a designated period of time);

6.2.3 Terminate this Agreement and the Service.

7. LIMITATION OF LIABILITY AND INDEMNITY

7.1 XD shall provide the Service in accordance with the warranties given at Clause 2. Save as expressly set out in this Agreement all conditions or warranties, which may be implied or incorporated into this Agreement by law or otherwise, are hereby expressly excluded to the extent permitted by law.

7.2 In no event will XD be liable for any indirect or consequential loss or damage of any kind (including without limitation loss of profits, business interruptions, or loss, corruption or mis-delivery of data) however caused and whether arising under contract, tort (including negligence) or otherwise.

7.3 The User agrees to indemnify XD against any claims brought by a third party resulting from the User's use of the Service and in respect of any losses or liabilities incurred directly by XD as a result of the User's breach or non-observance of any of these terms and conditions.

7.4 The User shall pay all costs, damages, awards, fees (including any reasonable legal fees) and judgements awarded against XD arising from any such claims and shall provide XD with notice of such claims, full authority to defend, compromise or settle such claims and reasonable assistance necessary to defend such claims, at the Users sole expense.

7.5 The provisions of this paragraph 7 shall survive any termination of this agreement.

8. DISCLAIMER OF AGENCY

Nothing in this Agreement shall be construed to create a joint venture, partnership or agency relationship between the User and XD. The parties to this Agreement are independent contractors and neither party shall have the right or authority to incur any liability debt or cost or enter into any contracts or other arrangements in the name of or on behalf of the other.

9. GENERAL

9.1 XD reserves the right to vary these terms and conditions from time to time. Notice of changes shall be notified by posting on the site. Continued use of the Service for a period exceeding two weeks after receipt of notification will constitute acceptance.

9.2 The terms and conditions contained in this Agreement constitute the entire agreement between XD and you, the User and supersedes all other communications.

9.3 The User acknowledges that the User has read and accepted the terms of this Agreement. Use of the Service shall be deemed as acceptance of the terms of this Agreement.