Terms & Conditions
Terms and Conditions:
1. Information about us:
We are Murphy Enterprise Solutions (MES), a limited liability company registered and incorporated under the laws of The United States trading as MES and with our registered address at P.O. Box 381177, Brooklyn, New York 11238.
2. We operate a website at https://www.murphyentsolutions.com.
3. We have developed an online platform that allows you to buy MES unique and brilliant fashion and/or literary products worldwide using our Website.
4. These Terms and Conditions apply to the use of the Website of MES. By using our Website or the Services you agree to the applicability of these Terms and Conditions thereto. If you do not agree to them, you should not use MES Website or Services.
5. We reserve the right, from time to time, to change these Terms and Conditions at our sole discretion bearing in mind that this is a beta test. The Terms and Conditions applicable to your access to and use of this Website and your use and/or purchase of MES Products / Services will be the version that is current and displayed on the Website as at each date you access the Website or use MES Services (as applicable). Your use of this Website or your use of MES Services after changes are made, means that you agree to be bound by such changes.
2. Interpretation - The definitions and rules of interpretation in this clause apply to the Terms and Conditions.
1. Agreement: the Subscription Form and these Terms and Conditions which together constitute the Agreement between the Customer and MES.
2. Authorized Users: the Customer, or as the case may be, those employees, agents and independent contractors of the Customer who are authorized by the Customer to use the Services and the Documentation further to these Terms and Conditions.
3. Business Day: any day which is not a Saturday, Sunday, public holiday, or MES celebrated recognition in the United States.
4. Buyer: a natural person, of at least 18 years of age or a designated person of the Buyer, who purchases MES Products / Services on the Website.
5. Buyer Data: the data inputted by the Customer, Authorized Users on the Buyer's behalf in connection with using the Services or facilitating the Buyer’s use of the Services.
6. Confidential Information: information that is proprietary or confidential and is either clearly labeled as such or identified as Confidential Information in this Agreement. MES will not release any information unless given written authorization from the Buyer or their designated person, or MES is given a Local, State, and/or Federal Judicial Order to do so
7. Effective Date: the date of the Agreement between MES and Buyer as stated from upon usage of MES Website to completion of Buyer’s financial transaction of MES Products / Services.
8. Normal Business Hours: Monday to Thursday 8:30am to 5:30pm EST, Friday 8:30am to 3:00pm EST.
10. Services: the online platform for the Buyer to purchase MES Products / Services as described on MES Website, and as provided by MES to the Buyer under the Agreement via MES Website.
11. Subscription Form: the form that is available on the Website and filled in by a potential Buyer, which, once submitted electronically to MES shall, together with these Terms and Conditions, constitute the entire agreement between Buyer and MES.
12. Support Services Policy: MES policy for providing support in relation to the Products / Services are made available at the Website or such other website address as may be notified to the Buyer frequently and/or periodically.
13. Terms and Conditions: these terms and conditions may be amended frequently and/or periodically.
14. Virus: any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
15. Website: https://www.murphyentsolutions.com. Available and referring to the Website, the following:
1.1. Clause, schedule and paragraph headings shall not affect the interpretation of these Terms and Conditions.
1.2. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
1.3. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.4. Words in the singular shall include the plural and vice versa.
1.5. A reference to one gender shall include a reference to the other genders.
1.6. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.7. A reference to writing or written includes faxes and e-mail.
1.8. References to clauses are to the clauses of these Terms and Conditions.
3. Use of the Website and Services
1. The Buyer shall not use MES Website or Services to access, store, distribute or transmit any Viruses, or upload any material via the Website or using the Services that:
15.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, and racially and/or ethnically offensive;
15.2. infringes on third parties intellectual property rights;
15.3. facilitates illegal activity;
15.4. promotes unlawful violence;
15.5. is discriminatory based on race, gender, color, religious belief, sexual orientation, disability, and/or any other illegal activity; or
15.6. causes damage or injury to any person or property;
Buyer indemnifies MES for any breach of this clause by it or its authorized designee or any breach resulting from the unauthorized use by a third party of the log-in information of an authorized designee, and MES reserves the right, without liability to the Buyer, to disable the Buyer’s access to any material that breaches the provisions of this clause.
2. The Buyer shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties, or except as explicitly agreed otherwise between Parties:
2.1. Use the Website and/or Services to provide services to third parties; or
2.2. License, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Website and/or Services available to any third party except the authorized designee, or
2.3. Attempt to obtain, or assist any person other than authorized designee in obtaining access to the Website and/or Services.
3. The Buyer shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services and/or the Website and, in the event of any such unauthorized access or use, promptly notify MES.
4. The rights provided under this Agreement are granted to the Buyer only, and shall not be considered granted to any subsidiary or holding company of the Buyer.
1. Buyer shall use commercially reasonable endeavors to make the Services available 24 hours a day, seven days a week, except for:
1.1. planned maintenance; and
1.2. unscheduled maintenance performed outside Normal Business Hours, provided that MES has used reasonable endeavors to give the Buyer reasonable notice in advance.
5. MES obligations
1. MES undertakes that the Services will be performed substantially in accordance with the Agreement and with reasonable skill and care.
2. MES shall procure that the production and delivery of the Products shall be in conformity with reasonable market standards.
3. The undertaking at clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of the Website contrary to MES instructions, or modification or alteration of the documentation by any party other than MES or MES duly authorized contractors or agents. If the Website does not conform with the foregoing undertaking, MES will use all reasonable commercial endeavors to correct any such non-conformance promptly, or provide the Buyer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Buyer sole and exclusive remedy for any breach of the undertaking set out in clause 5.1.
3.1. does not warrant the Buyer use of the Website will be uninterrupted or error-free; nor any documentation and/or the information obtained by the Buyer through the Website will meet the Buyer requirements; and
3.2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Buyer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
4. The Agreement between MES and Buyer is not exclusive and shall not prevent MES from entering into similar agreements with third parties, or from independently developing, using, selling or licensing apps, documentation, products and/or services which are similar to those provided by Buyer.
5. MES warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under the Agreement.
The Buyer shall:
1. fill in the registration form on the Website correctly, be at least 18 years of age and will be solely responsible for the safekeeping of the provided password for the Website, which will be provided to the Buyer if MES accepts him or her as a potential Buyer;
2. provide MES with all necessary cooperation in relation to the Agreement and all necessary access to such information as may be required by MES;
3. comply with all applicable laws and regulations with respect to its activities under the Agreement;
4. Carry out all other Buyer responsibilities set out in the Agreement in a timely and efficient manner. In the event of any delays in the Buyer's provision of such assistance as agreed by the parties, MES may adjust any agreed timetable or delivery schedule as reasonably necessary;
5. Ensure the authorized designee(s) use the Services and the documentation in accordance with the Terms and Conditions of the Agreement and shall be responsible for any authorized Buyer’s breach of the Agreement;
6. Obtain and shall maintain all necessary licenses, consents, and permissions necessary for MES, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services;
7. Ensure its network and systems comply with the relevant specifications provided by MES frequently and/or periodically; and
8. Be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to MES data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Buyer's network connections or telecommunications links or caused by the internet, and
9. In no way create the appearance that the Buyer is the manufacturer of the Shoes and/or the Buyer holds any rights regarding the shoes that are not explicitly granted to the Customer in the Agreement
6. Production, Shipping and Delivery
1. All Products ordered through MES are, in some instances personally customized, made specifically for the Buyer.
2. All orders will be produced and/or shipped to the Buyer approximately, as follows:
Shipping Rates for Shoes: Flat Rate
Express Upgrade - 9 to 13 business days $60
Priority Upgrade - 15 to 21 business days $30
Standard Upgrade - 25 business days $15
Shipping Rates for All Other Products: Flat Rate
Express Upgrade - 4 to 6 business days $16
Standard Upgrade - 12 to 15 business days $10, after the purchase transaction has successfully reflected in MES Accounts Receivable Department.
3. Shipping outside of the United States of America (USA) will incur additional costs and will apply for the Buyer. Additional duties and/or taxes may apply for shipment out of Europe. These duties and/or taxes will be notified to the Buyer prior to the Products being shipped to his/her address.
7. Order Rejection
MES explicitly reserve the right not to accept an order for any reason. MES also reserve the right to cancel a order by written notice to a Buyer in the following situations without being liable for any damage or costs other than repayment of any amount received from Buyer in relation to the canceled order:
1. The information provided by the Buyer is incorrect;
2. The product is not available;
3. Payment by the Buyer was not received;
4. Due to force majeure; or
5. In the event of misspelling, pricing or other errors or mistakes in the Buyer’s information and/or MES Website
8. Prices and Payment
1. All prices are quoted in dollars. Shipment to other countries, external of the USA, may occur in duties imposed by governments and costs related to delivery/import. Shipping rates are applied per order. The exact shipping rates depends on Buyer’s selection during checkout and/or the country of delivery.
2. The Buyer must pay in advance by way of credit card or PayPal. The Buyer guarantees all data related to payment, including without limitation personal, address, payment, debit and credit card data, are true and accurate and belong to the Buyer. Should MES doubt the accuracy of any data, it may request the Buyer for additional proof of identity or accuracy of data and/or refuse the conclusion of an agreement and/or refuse delivery. The Buyer is liable for all damages and costs as a consequence of the inaccuracy of any data submitted by Buyer.
3. If, for whatever reason, MES is not able to deliver the order to a Buyer within 46 days after the order is placed, MES shall provide the Buyer with a full refund. Payments can only be processed if the billing information can be verified.
4. The total price specified in the final check out screen includes shipping costs, if applicable sales tax, and may not include tax and duty for non USA areas. This price will be recorded in the Order Confirmation, which we recommend you print and/or download for future reference. If paying by credit card, the total amount for your entire order will be reflected on your statement in your local currency.
5. Prices may change frequently and/or periodically, but changes will not affect any confirmed order.
9. Returns and Refunds
1. MES guarantees all Products are substantially in accordance with the specifications as described on the Website. Non-material variations and imperfections on the product specifications are unavoidable and shall not be a ground for a return or refund, especially custom-made items for the Buyer.
2. Upon delivery of the Product(s), a Buyer is obliged to inspect the Product(s) for defects and conformity with the order. The Buyer is entitled to return the Product(s) within 6 days after delivery of the Product(s) in original, not worn, condition. Any personalized custom order(s) are final sale with no refund and/or exchange. Upon return of the Product(s) the purchase price minus the shipping costs will be refunded.
3. For practical information on how to return, a Buyer can check the Website.
4. Refunds will be issued based on the original form of payment. If for any reason original form of payment is unavailable, the Buyer will receive a check in the mail within 30 business days.
10. Upgrade Service
1. The Buyer or Buyer’s Designee can purchase a Priority Production Upgrade Service for $60 at the checkout, in which, guarantees crafting within 7 to 10 business days.
11. Intellectual Proprietary rights
1. The Buyer acknowledges and agrees, MES owns all intellectual property rights in the Website and the Services. MES confirms it has all the rights in relation to the Services and the Website that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Agreement.
2. MES shall have the right to use the name of the Buyer for commercial use such as advertising, testimonials, and so on as deemed essential to MES business operations and/or strategic forecasting.
1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party's Confidential Information shall not be deemed to include information that:
9.1. is or becomes publicly known other than through any act or omission of the receiving party;
9.2. was in the other party's lawful possession before the disclosure;
9.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
9.4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
9.5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
2. Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of the Agreement.
3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement.
4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
5. The Buyer acknowledges that details of the Services and any documentation received from MES, the results of any performance tests of the Services, and any other documentation or information deemed by MES constitutes as MES Confidential Information.
6. MES acknowledges the Buyer Data is the Confidential Information of the Buyer.
1. The Buyer shall defend, indemnify and hold MES harmless against claims (including but not limited to claims regarding the infringement of third parties rights), actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and legal fees) arising out of or in connection with the Buyer's use of the Services and the and/or Documentation. MES shall in respect of any claims against the Buyer arising out of or in connection with the Buyer's design(s) and/or purchase(s), use of the Services and/or Documentation:
3.1. Give the Buyer prompt notice of any such claim;
3.2. Provide reasonable cooperation to the Buyer in the defense and settlement of such claim, at the Buyer's expense; and
3.3. Give the Buyer sole authority to defend or settle the claim.
2. In the defense or settlement of any claim against MES regarding (alleged) third party intellectual property right infringements, MES may procure the right for the Buyer to continue using the Services, replace or modify the Services or and/or Documentation so they become non-infringing or, if such remedies are not reasonably available, terminate the Agreement on 2 Business Days’ notice to the Buyer without any additional liability or obligation to pay liquidated damages or other additional costs to the Buyer
3. In no event shall MES, its employees, agents and sub-contractors be liable to the Buyer to the extent that the alleged infringement is based on:
5.1. A modification of the Services or Documentation by anyone other than MES; or
5.2. The Buyer's use of the Services or Documentation in a manner contrary to the instructions given to the Buyer by MES; or
5.3. The Buyer's use of the Services or Documentation after notice of the alleged or actual infringement from MES or any appropriate authority.
4. The foregoing states the Buyer's sole and exclusive rights and remedies, and MES (including MES employees', agents' and sub-contractors’) entire obligations and liability.
14. Limitation of liability
1. This clause 14 sets out the entire financial liability of MES (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
5.1. Any breach of the Agreement;
5.2. Any use made by the Buyer of the Services and/or the Website; and
5.3. Any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.
2. Except as expressly and specifically provided in the Agreement:
4.1. The Buyer assumes sole responsibility for results obtained from the Services and Documentation or by the Buyer, and for conclusions drawn from such use. MES shall have no liability for any damage caused by errors or omissions in any information or instructions provided to MES by the Buyer in connection with the Services and/or the Website, or any actions taken by MES at the Buyer's direction;
4.2. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement; and
4.3. The Services and any documentation are provided to the Buyer on an "as is" basis.
3. Nothing in the Agreement excludes the liability of MES:
1.1. For death or personal injury caused by MES negligence; or
1.2. For fraud or fraudulent misrepresentation.
4. Subject to clause 16:
1.1. MES shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of credits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Agreement; and
1.2. MES 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 the Agreement shall be limited to $20 US Currency Dollars immediately preceding the date on which the claim arose.
15. Term and termination
1. The Agreement shall, commence on the Effective Date and shall continue for as long as the Buyer is subscribed on the Website unless:
2.1. The Buyer terminates their subscription following the instructions on the Website; or
2.2. The Agreement is otherwise terminated in accordance with the provisions of these Terms and Conditions;
The Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
2. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Agreement without liability to the other if:
1.1. The other party commits a material breach of any of the terms of the Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
1.2. An order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or
1.3. An order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party; or
1.4. A receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or
1.5. The other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
1.6. The other party ceases, or threatens to cease, to trade; or
1.7. There is a change of control of the other party; or
1.8. The other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
3. On termination of the Agreement for any reason:
6.1. Each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;
6.2. The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
16. Force Majeure
MES shall have no liability to the Buyer under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of MES or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided the Buyer is notified of such an event and its expected duration.
1. A waiver of any right under the Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
2. Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.
1. If any provision (or part of a provision) of the Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
19. Entire Agreement
1. These Terms and Conditions together with the Subscription Form and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
2. Each of the parties acknowledges and agrees that in entering into the Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Agreement or not) relating to the subject matter of the Agreement, other than as expressly set out in the Agreement.
1. The Buyer and/or Buyer’s Designee shall not, without the prior written consent of MES, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
2. MES may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
1. Any notice required to be given under the Agreement by MES to Buyer shall be delivered to Buyer via the e-mail address provided by Buyer in the Subscription Form.
2. Notices to MES shall be done in writing and shall be delivered at its address set out in these Terms and Conditions, or such other address as may have been notified by that party for such purposes, or sent by e-mail to CRD@murphyentsolutions.com.
22. Governing law and jurisdiction
1. The agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of The Unite States of America.
2. The parties irrevocably agree the courts of Brooklyn have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).
23. Changes to Terms and Conditions
1. MES may revise these terms and conditions frequently and/or periodically. Every time a Buyer purchases Products and/or Services on the Website, the terms and conditions in force at that time will apply to the order.