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Welcome to MPZMail Limited, a marketing solution designed for businesses, cooperates and organisations.
Please read these customer terms of use ("Terms and Conditions") carefully before accessing or using the Transpond Services ("Services") provided through our website at https://transpond.io ("Website").
The Website is operated by MPZMail Limited, a private limited company registered in England with company number 11234241 whose registered office is Level 1, 20 Dale Street, Manchester, M1 1EZ, UK ("we" or "us" or "our"). Our VAT number is 325273024. These Terms and Conditions apply to all Customers who access or use the Service.
By clicking on the accept buttons relating to the Terms and Conditions, Acceptable Use Policy ("AUP"), Data Processing Agreement and Privacy Policy, you agree to be legally bound by these Terms and Conditions, Acceptable Use Policy, Data Processing Agreement and Privacy Policy as they may be modified and posted on our Website from time to time. In these Terms and Conditions, "you" refers to the entity you represent ("Customer").
If you do not agree with these Terms and Conditions, Acceptable Use Policy, Data Processing Agreement and Privacy Policy, you may not use the Service.
You may connect to the Service using an Internet browser supported by the Service. You are responsible for obtaining access to the Internet and any equipment necessary to use the Service.
The person signing up for an account will be automatically assigned as an administrator ("Administrator"), the Customer contact who has day to day responsibility for the Customer account. Your account is only for use by either a single legal entity (e.g. a company or a partnership) or an individual user. You must provide the Customer legal full name, address, a valid email address, and any other information requested in order to complete the signup process. The Customer acknowledges that, if the Customer allows a third party to open an account on their behalf or designates any of the third party's personnel as Administrators of the Customer's account, the third party will be able to control account information, including Customer Data, and access to the Customer's account.
You may invite users to access your account ("Users") by inviting them to register as a User. You confirm that all Users are 16 years old or older.
You must not use this service if you are based in the following sanctioned jurisdictions; Cuba, Iran, North Korea, Syria, Russia and the regions of Crimea, Zaporizhzhia, Kherson, Donetsk and Luhansk, or are not otherwise prohibited from using the Platform under the laws and regulations of the United States, or any other applicable jurisdiction;
You shall not upload or enter any personal data, revealing: (i) racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership; (ii) data concerning health or sex life or sexual orientation; or (iii) genetic data or biometric data, ("Sensitive Personal Data") into the Service.
Use of your account shall commence after signup and shall continue until terminated by either party in accordance with the provisions of these Terms and Conditions.
You are responsible for ensuring that all contact, email and name details used in connection with the Service are accurate and current during the term of this agreement. The Administrators control the day to day administration of the Customer account. The Administrators can cancel access to the Service, enable or disable third party integrations, manage permissions and export settings. These actions may result in changes to the access, use, disclosure, modification or deletion of certain or all Customer Data.
Invited Users may access the Service and submit content or information ("Customer Data") subject to the provisions of these Customer Terms. You shall ensure that all Users comply with these Customer Terms and you shall be liable for any breaches of the Customer Terms caused by any acts or omissions of Users as if the Customer had carried out such acts or omissions itself.
Users are not permitted to share their username and password with any other person nor with multiple users on a network.
You are responsible for any and all activities that occur in your account. You will immediately notify us if you become aware of any unauthorised use of your account, passwords or any breach of security. Where a User misuses your Account you are responsible for taking any remedial action to protect your account. The Customer may request our help in providing audit activity to help ascertain any breaches. We shall act with reasonable care in providing audit assistance but shall have no liability for any loss or damage arising as a result of providing such audit assistance
If a person proven to be acting on behalf of the Customer asks us to replace a Administrator we will only make the change i. if there is only one Administrator on the Account and, ii. if we are lawfully obliged to do so i.e. by court order, or if requested by the Customer in circumstances where the Administrator cannot make the change i.e. in the event of their death, on us being provided with acceptable evidence of the Administrator's inability to make the change.
You own all content and data you add to your account and you retain sole ownership of all rights, title and interest in, and to, your Customer Data. You have the sole responsibility for the legality, reliability, integrity, accuracy and quality of your Customer Data.
You grant us the perpetual right to use Customer Data in an anonymized format.
We have no responsibility for the way in which you choose to use your account to store or process your Customer Data. In particular we maintain a directory, ("Transpond Integrations"), where some non-Transpond products are available for integration or you may choose to create your own integration via the application programme interface ("API"). We do not warrant or support these products, and you decide whether or not you wish to enable them. If you choose to use any third party integration and we become aware of excessive requests to your account via the API we reserve the right to suspend access to the API. We shall attempt to email you prior to suspension.
If Customer Data is being passed from, or to, the Service through an API, we will not be responsible for any use, disclosure, modification or deletion of Customer Data that is transmitted, or accessed by, third party products.
For paying accounts, the Customer agrees to provide us with a valid payment card and authorises us to deduct payments of the recurring monthly or annual fees, as published on our Website. The payment card must be registered in the Customer’s name. Payment cards and payments are subject to validation and authorisation checks of the card issuer. Customers will be billed monthly in advance starting on the date you sign up and there will be no refund or credit for partial months of Service. Fees are chargeable on the same day each month and shall be payable until an account is terminated or cancelled, even if you never use the Service.
We reserve the right to modify the fees for any plan at any time after the commencement of the Agreement, by giving the Customer at least 30 days prior notice. Annual fees will be increased from the renewal date, monthly fees from the next payment date.
Where payment of any fee is not received within 14 days of the payment due date, we may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remains unpaid.
Fees are based upon your contact count. If your number of marketing contacts exceeds your current contact count during the term, you will be automatically upgraded to the next relevant contact count limit and you will receive an immediate prorated charge for the remaining period of the month or year, calculated in accordance with the new contact count limit. Customers will receive warning emails as they get close to their contact count limit, to warn them that they may exceed their current contact limit with information about the charges that will then be applied to their plan for the excess usage. If the number of marketing contacts in an account goes below the current contact limit, the account will not automatically be downgraded to a lower plan.
All contacts, excluding “denylisted” and “hard bounced” contacts, on your Transpond account will be chargeable and count towards your contact count limit.
Free accounts are not required to provide a payment card. If you upgrade from a free account to a fee paying account there is no trial period. You will be charged for the first month in advance immediately following any such upgrade.
If you downgrade your account then you may lose content, features or capacity. We do not accept any liability whatsoever for such losses.
You can buy email credits to use the Service (“Pay as You Go Credits”), as explained in our app. If you choose to buy Pay as You Go Credits, you will have access to the features of the Service included in the Essentials Marketing package, as described on the pricing page. Pay as You Go Credits cannot be refunded and represent a limited licence to use the Service for the specified volume and type of service.
All fees are exclusive of all taxes, charges, levies, assessments and other fees of any kind imposed on use of the Service and such amounts shall be the responsibility of, and payable by, the Customer. If the Customer’s place of business is within the UK we will add UK VAT to our fees at the then current rate. If your place of business is in the EU (excluding the UK) and we are not obliged to charge you VAT (due to current applicable law), we will only exclude VAT from invoices if you provide us with a valid VAT registration number or other proof that you are using the Service for business purposes.
Only the Customer can ask us to lock all access to your account for any reason.
We may suspend your access to the Service at any time, with or without cause. We will not refund or reimburse any fees whilst your access to the Service is suspended
We reserve the right to suspend access to your account if you fail to provide valid credit card details that enable us to charge the full amount of any outstanding fees and charges due or you fail to pay us any sums owed for the Service for any reason. In such circumstances, we will provide you with prior notice by email of our intention to suspend your Customer account. If, within 14 days of suspending your Customer account, the amount of any outstanding fees and charges is not paid to us in full, your Customer account will be cancelled.
We may terminate these Terms and Conditions immediately by giving you written notice if you or a User commit any breach of theseTerms and Conditions. We may terminate these Terms and Conditions for any other reason upon giving you 30 days written notice.
Termination of these Terms and Conditions for any reason shall not affect the accrued rights of the parties arising under these Terms and Conditions and all rights which by their nature should survive the expiry or termination of these Terms and Conditions shall remain in full force and effect.
You may cancel your Customer account with immediate effect by clicking the ‘Cancel Account' link from within your account settings page. Your recurring billing schedule will be ended upon cancellation. If you reactivate an Account after cancellation or suspension, you will be billed in accordance with the original billing cycle.
Except for paying accounts, we reserve the right to cancel and delete your account if you haven't accessed the Service for more than 3 consecutive months. We will provide prior notice by email to the Administrator before we do so. Each account will be considered as an independent and separate account for the purpose of calculating the inactive period. Any one user accessing the account will keep the account active.
When an account is terminated or cancelled, the account and any content left behind in the account will be made inaccessible. For a period of 14 days after any account has been cancelled you may request that we restore your account. After this period, your account and all Customer Data contained within it will be permanently deleted and the agreement between us as set out in these Terms and Conditions will automatically terminate. Please be aware that partial data may reside in our backup and/or archive systems for a period of up to 120 days.
Each party undertakes to comply with its obligations under relevant applicable data protection laws, principles and agreements.
To the extent that personal data is processed by us on your behalf when you use the Service, you acknowledge that we are a data processor and the Customer is a data controller. The terms of the Data Processing Agreement shall apply to all Customer Data that we process on your behalf.
Any information that you provide to us during signup or information provided when ordering the Service (such as the Customer's email address) will be used by us in accordance with the terms of the Privacy Policy.
If a third party alleges infringement of its data protection rights, we shall be obliged to take measures necessary to prevent the infringement of a third party's rights from continuing.
We will endeavour to make the Website and Service available to the Customer 24 x 7, however we shall not be liable if for any reason the Website or Services are unavailable at any time or for any period.
We may suspend access to your account temporarily and without notice in the case of system failure, maintenance or repair or due to a Force Majeure Event (defined below).
We will provide technical support to you by email only. Technical support will only be provided for bugs or errors that are reproducible by us. You agree to provide us with full and accurate details of all bugs and errors, on request. You acknowledge that we provide no warranty that all or any bugs or errors will be corrected.
Subject to the Customer's payment of the Fees, the Customer is granted a non-exclusive and non-transferable licence to use the Services (including any associated software, Intellectual Property Rights and Confidential Information) during the Term. This licence shall permit the Customer to make cache copies of software or other information as are required for the Customer to receive the Services via the Internet. Where open source software is used as part of the Services, such software use by the Customer will be subject to the terms of the open source licences.
No right to modify, adapt, or translate the Services or create derivative works from the Services is granted to the Customer. Disassembly, decompilation or reverse engineering and other source code derivation of the software comprised within the Services is prohibited.
Unless otherwise specified in this Agreement, the Services are provided and may be used solely by the Customer as part of the Customer's website/ desktop architecture. Except as specifically stated in this Agreement, the Customer may not: (i) lease, loan, resell or otherwise distribute the Services save as permitted in writing by us; (ii) use the Services to provide ancillary services related to the Services; or (iii) permit access to or use of the Services by or on behalf of any third party.
The Customer warrants and represents that it shall maintain reasonable security measures (as may change over time) covering, without limitation, confidentiality, authenticity and integrity to ensure that the access to the Services granted under this Agreement is limited as set out under this Agreement.
We may suspend access to the Services, or portion thereof, at any time, if in our sole reasonable discretion: (i) the Customer or its users is in breach of the AUP; or (ii) the integrity or security of the Services is in danger of being compromised by acts of the Customer or its users. Where possible, we shall give the Customer 24 hours written notice, before suspending access to the Services, giving specific details of its reasons.
All intellectual property rights and title to the Service and materials on the Website, including without limitation photographs and graphical images (save to the extent they incorporate any Customer Data or third party owned item) shall remain owned by us and our licensors and no interest or ownership in the Service or Website is transferred to the Customer. Nothing in these Terms and Conditions shall be construed to mean, by inference or otherwise, that the Customer has any right to obtain source code for the software comprised within the Service or Website.
No part of the Website or Service may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without our prior written permission.
When using the Service, Customers are encouraged to provide us with their feedback, suggestions or ideas for changes to the Service ("Feedback"). The Customer assigns to us all rights, title and interest in any Feedback. If for any reason such assignment is ineffective, the Customer shall grant us a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and licence to use, reproduce, disclose, sub-licence, distribute, modify and exploit such feedback without restriction.
We may take and maintain technical precautions to protect the Service and Website from improper or unauthorised use, distribution or copying.
The material on the Website and the Services is provided "as is", without any conditions, warranties or other terms of any kind. While we endeavour to ensure that the information provided on the Website and the information provided in connection with the Services is correct, we do not warrant the accuracy and completeness of such material. We may make changes to the material on the Website or to the Services, or to the products and prices described on the Website, at any time without notice. The material on the Website may be out of date, and we make no commitment to update such material.
We may share information about our future product plans with you from time to time. Please note that any public statement about our product plans is an expression of intent and should not be relied upon when purchasing the Services. Any decision to purchase the Services should be based on the functionality or features we have made available today and not on the future delivery of any functionality or features.
You warrant and represent that: (i) you have authority to enter into this agreement and to perform your obligations under these Terms and Conditions; (ii) the execution and performance of your obligations under these Terms and Conditions does not violate or conflict with the terms of any other agreement to which you are a party and is in accordance with any applicable laws; (iii) you shall respect all applicable laws and regulations, governmental orders and court orders, which relate to use of the Services, or Website, and these Terms and Conditions; and (iv) you rightfully own the necessary user rights, copyrights and ancillary copyrights and permits required for you to fulfil your obligations under these Terms and Conditions.
Except as expressly stated in these Terms and Conditions, all warranties and conditions, whether express or implied by statute, common law or otherwise (including but not limited to satisfactory quality and fitness for purpose), are hereby excluded to the fullest extent permitted by law. No warranty is made regarding the results of usage of the Services or Website or that the functionality of the Services or Website will meet your requirements or that the Services or Website will operate uninterrupted or error free.
We do not exclude or limit our liability to you for fraud, death or personal injury caused by any negligent act, omission or wilful misconduct by us in connection with the provision of the Website or Services, or any liability which cannot be excluded or limited under applicable law.
In no event shall we be liable to you whether arising under these Terms and Conditions or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, for any indirect or consequential loss or damage which shall include but not be limited to pure economic loss, losses incurred by any client of yours or other third party, loss of profits (whether categorised as direct or indirect loss), losses arising from business interruption, loss of business revenue, goodwill or anticipated savings, losses whether or not occurring in the normal course of business, wasted management or staff time, loss or corruption of data, or inability to use or the results of use of the Website or Services, any websites linked to the Website or the material on such websites.
You acknowledge and agree our total liability to you (whether in contract, tort or otherwise) under or in connection with the provision of the Website or Services under these Terms and Conditions including any claim for indemnity or contribution shall not exceed one hundred (100) percent of the total amount (excluding any VAT, duty, sales or similar taxes) paid by you to us during the preceding twelve (12) month period.
The Customer shall defend, indemnify and hold us and our employees, sub-contractors or agents harmless from and against any costs, losses, liabilities and expenses, including reasonable legal costs arising from any claim relating to or resulting directly or indirectly from: (i) any claimed infringement by the Customer, User or third party of any intellectual property rights with respect to use of the Website or Services outside of the scope of these Terms and Conditions; or (ii) use by us of any Customer Data or Customer or User provided item; or (iii) any access to or use of the Website or Services by a User, Client or a third party in breach of these Terms and Conditions; or (iv) breaches of data protection law or regulations resulting from the us processing data on behalf of and in accordance with the instructions of the Customer or User.
Each party may use the confidential information of the other party only for the purposes of these Terms and Conditions and must keep confidential all confidential information of the other party except to the extent (if any) the recipient of any confidential information is required by law to disclose the confidential information.
Each party may disclose the confidential information of the other party to those of its employees and agents who have a need to know the confidential information for the purposes of these Terms and Conditions but only if the employee or agent executes a confidentiality undertaking in a form approved by the other party.
The obligations of confidentiality under these Terms and Conditions do not extend to information that: (i) was rightfully in the possession of the receiving party before the commencement of these Terms and Conditions; (ii) is or becomes public knowledge (otherwise than as a result of a breach of these Terms and Conditions; or (iii) is required by law to be disclosed.
If you are located in the EU you can only use the service if you are a business, as evidenced by a registered VAT number or other form of proof acceptable to us.
You may not transfer, assign, charge or otherwise dispose of these Terms and Conditions or any of your rights or obligations arising hereunder, without our prior written consent.
We may transfer, assign, charge, sub-contract or otherwise dispose of these Terms and Conditions, or any of our rights or obligations arising hereunder, at any time.
The parties are independent contractors and nothing in these Terms and Conditions will be construed as creating an employer-employee relationship between us.
We will communicate with you in English only. All notices from you must be given to us by email at support@mpzmail.com or by recorded delivery to 20 Dale Street, Manchester, M1 1EZ, United Kingdom. Unless explicitly stated otherwise in these Terms and Conditions we shall give all notices to you by email to the email address of the Administrator. Notices shall be deemed received and properly served 24 hours after an email is sent, or for postal letters on receipt.
We maintain the right to change these Terms and Conditions, the Acceptable Use Policy, the Data Processing Agreement or Privacy Policy at any time, at our sole discretion upon giving you reasonable notice of any material change. Any changes will become effective on the date stated in such notice. If you or any User accesses or uses the Services after the date stated in any notice, this will constitute the Customer's acceptance of any changes. If you do not accept the changes you should cancel your account before the date stated in the notice and stop using the Service.
New features in the Services, including new tools and resources, will be subject to these Terms and Conditions.
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations caused by events outside our reasonable control (a "Force Majeure Event").
A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes but is not limited to: (i) strikes, lock-outs or other industrial action; (ii) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; (iii) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; (iv) impossibility of the use of public or private telecommunications networks; (v) the acts, decrees, legislation, regulations or restrictions of any government.
Our performance of our obligations shall be deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to an end or to find a solution by which our obligations under these Terms and Conditions may be performed despite the Force Majeure Event.
Should a provision of these Terms and Conditions be invalid or become invalid then the legal effect of the other provisions shall be unaffected. A valid provision is deemed to have been agreed which comes closest to what the parties intended commercially and shall replace the invalid provision. The same shall apply to any omissions.
These Terms and Conditions, together with all documents referred to in them constitute the whole agreement and understanding between the parties and supersedes all prior agreements, representations, negotiations and discussions between the parties relating to the subject matter thereof.
Nothing contained in these Terms and Conditions is intended to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 or any other similar law in any jurisdiction.
These Terms and Conditions shall be governed by the laws of England and Wales. The courts of England shall have exclusive jurisdiction for the settlement of all disputes arising under these Terms and Conditions.