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1.2 Changes to the
T&Cs
1.2.1 We may need to change the T''s&C's (including our acceptable
use or other policies) and / or the specifications of the
Services. If so, we will post notice on our website at least 30
days (or a lesser period if only this is practicable) before the
change takes effect. Please check our site constantly.
1.2.2 If you don’t like the changes, you may give 14 days notice
in writing to terminate this agreement as regards the Services
affected by the change. If so, clauses 1.13.5 and 1.13.6 will
apply. You will not be entitled to any refund and will be liable
to pay any fees previously due. If you continue to use our
Services (eg hosting your domain or website with us) after any
changes take effect, you will be bound by them.
1.2.3 Any renewal of our Services or of domain names through us
will in any case be subject to our then current T's&C's.
1.3 Right to cancel
under and information required by Distance Selling Regulations
1.3.1 This clause 1.3 applies to you only if you are a
“consumer” as defined in the Consumer Protection (Distance
Selling) Regulations 2000 (http://www.dti.gov.uk/cacp/ca/policy/distanceselling/newregs.htm)
1.3.2 You may cancel your order by giving us written notice
within 7 working days of placing your order. Within 30 days of
your notice we will refund credit card payments by credit card
refund and other payments by cheque. However, this right of
cancellation does not apply once performance of our Services has
begun. Please note that we begin to perform certain Services,
such as registration or renewal of certain domain names and
website hosting services, immediately after you place your
order. Nor does the right of cancellation apply in relation to
software which has been unsealed.
1.4 Ambit of
Services
1.4.1 We will use reasonable endeavours to supply the Services.
1.4.2 However, we do not guarantee:
a) that the Services will be uninterrupted, secure or error-free
or;
b) that any Data generated, stored, transmitted or used via or
in connection with the Services will be complete, accurate,
secure, up to date, received or delivered correctly or at all;
or
c) that particular results will be achieved or that any results
will be accurate or reliable.
1.4.3 We may have to suspend the Services for repair,
maintenance or improvement. If so, we will restore them as
quickly as is reasonably possible.
1.5 Support
1.5.1 The Services include support only insofar as specified in
the relevant product specifications on our website. We will use
reasonable endeavours to meet any specified response times and
to rectify specified faults or problems but do not guarantee
that response times or rectification will be achieved.
1.5.2 We shall not in any event be obliged to supply support:
a) in respect of faults or problems directly or indirectly or
indirectly arising from:
i) incorrect use of the Services;
ii) products or services not supplied by us; or
iii)any cause external to the Services;
b) where you are using anything other than the most recent
version of, any relevant software
c) where you or any third party not authorised by us has
modified the relevant software or attempted to resolve the
problem; or
d) if any fees due to us are unpaid.
1.5.3 Any support which we agree to supply in addition to that
covered by this agreement shall be charged at our then current
standard rates.
1.6 Exclusions and
restrictions of our liability to you
1.6.1 This clause 1.6 (and any other clause excluding or
restricting our liability) applies to our directors, officers,
employees, subcontractors, agents and affiliated companies as
well as to us.
1.6.2 Nothing in this agreement in any way excludes or restricts
our liability for negligence causing death or personal injury or
for fraudulent misrepresentation or for anything which may not
legally be restricted. Nor does it affect consumers’ statutory
rights.
1.6.3 Our liability in contract, tort (including negligence) or
otherwise in connection with this agreement or the Services for
any one event or series of related events is limited to 125% of
the fee we received for the relevant Service in the 12 months
before the event(s) complained of.
1.6.4 In no event (including our own negligence) will we be
liable for any:
a) economic losses (including, without limit, loss of revenues,
profits, contracts, business or anticipated savings);
b) loss of goodwill or reputation;
c) special, indirect or consequential losses; or
d) damage to or loss of Data even if we have been advised of the
possibility of such losses.
1.6.5 In no event may you bring any claim against us more than
12 months after you knew of (or ought reasonably to have
discovered) the event(s) giving rise to the potential liability.
1.6.6 We have no liability for any third party goods and
services or towards third parties generally.
1.6.7 To the extent allowed by law, we exclude all conditions,
terms, representations and warranties, whether imposed by
statute or by law or otherwise, that are not expressly stated in
this agreement including, without limit, the implied warranties
of satisfactory quality and fitness for a particular purpose.
1.7 Indemnity
(ie your responsibility to reimburse us or
Naming Authorities if sued by third parties)
1.7.1 You will indemnify us and all Naming Authorities
(including our and their directors, officers, employees,
subcontractors, agents and affiliated companies) against all
claims, damages, liabilities, costs (including reasonable legal
fees) directly or indirectly related to your registration of or
use of your domain names, your use of the Services or breach by
you of this agreement.
1.8 Payment
1.8.1 You must pay the fees (together with VAT and any
applicable taxes) specified in our price list current when you
order or renew any Services.
1.8.2 Payment may be:
a) online by credit card in advance; or
b) within 10 days of our invoice if we agree to invoice by post.
1.8.3 Payment must be made without deduction or set-off and time
for payment shall be of the essence.
1.8.4 We may charge interest on overdue sums (both before and
after judgment) at the rate for the time being applicable under
the Late Payment of Commercial Debts (Interest) Act 1998.
1.8.5 All fees are non refundable unless otherwise stated.
1.8.6 All fees remain payable where we suspend this agreement or
any Services in accordance with this agreement.
1.9 Your
obligations and representations
1.9.1 You represent that you have power and authority to enter
into this agreement.
1.9.2 You must comply with our reasonable instructions and
requests concerning the Services.
1.9.3 You must provide us with all of your up to date contact
details (including email addresses) and promptly notify us of
any changes. We rely on this information for various reasons
including the transmission of renewal notices and other
important information concerning the Services.
1.9.4 You must comply with our Acceptable Use Policy and bring
it to the attention of your authorised users.
1.9.5 You are responsible for all persons who use your password
or security phrase to access the Services, whether authorised or
not, unless acting on our behalf.
1.9.6 You warrant that your use of the Services will not
infringe any third party intellectual property or other rights.
1.9.7 There is a risk that Data generated, stored, transmitted
or used via or in connection with the Services may be
irretrievably damaged or lost if there is a fault or on
suspension or termination. It is your responsibility to
frequently back-up all such Data that you wish to save
(excluding any Services that specifically include a back-up
capability).
1.10 Security
1.10.1You must:
a) keep your username, password and security phrase secure (and
we may change these at any time for good reason;
b) if requested use your password or security phrase when giving
instructions (and we are authorised to comply with instructions
containing your password or security phrase);
c) take reasonable steps in respect of matters in your control
to minimise any risk of security breaches in connection with the
Services eg by promptly implementing security patches;
d) notify us of any security breaches; and
e) comply with our security checks.
1.11 Data
1.11.1We may access, copy, preserve, disclose, remove, suspend
or delete any Data:
a) in the event of Exceptional Circumstances concerning that
Data;
b) if we are required to do so by Regulation or competent
authority; or
c) it is otherwise permitted under this agreement.
1.12 Personal
Data
1.12.1We will process your Personal Data only in compliance with
our privacy and security policy . “Personal Data” is Data about
any identified or identifiable living person.
1.12.2You consent to such processing. You also confirm that you
have shown our privacy and security policy , and obtained
similar consent from, any third party individuals whose Personal
Data you have supplied to us and you will continue do so in
future.
1.13 Term /
termination / suspension
1.13.1 Subject to the rest of this agreement all Services paid
for annually or monthly will be provided for initial contract
periods of 12 months or 90 days respectively (or as we may
otherwise specify when you order). If you do not provide written
notice to cancel at least 30 days before the end of the initial
or any later period, the Services will roll-over for further 12
month or 30 day periods respectively. (This subclause does not
apply to domain names - see section 2 below).
1.13.2 We may terminate this agreement (as regards some or all
of the Services) at any time for any reason by giving you 30
days written notice.
1.13.3 You or we may terminate this agreement (as regards some
or all of the Services) immediately on written notice if the
other:
a) commits a material breach of this agreement and, if
remediable, having received from the other party written notice
stating the intention to terminate the agreement if not
remedied, fails to remedy the breach within 14 days; or
b) is subject to a resolution for winding up or a petition for
bankruptcy or liquidation or proposes or enters any arrangement
or composition with assignment with or for creditors or a
receiver or liquidator or trustee in bankruptcy is appointed
over it or any of its assets or any similar circumstances.
1.13.4 We may also terminate this agreement (as regards some or
all of the Services) and/or suspend some or all of the Services
(including our declining to co-operate generally with you)
immediately on written notice:
a) in the event of Exceptional Circumstances;
b) if you have otherwise breached this agreement including
non-payment;
c) if we are required to do so by Regulation or competent
authority; or
d) it is otherwise permitted under this agreement.
1.13.5 The consequences of termination of this agreement or
suspension of Services for any reason:
a) we will immediately stop supplying, and will terminate access
to, the relevant Services - this may involve irretrievable
damage to or loss of Data generated, stored, transmitted or used
via or in connection with the Services and / or we may destroy
any such Data;
b) all licences granted by us terminate;
c) any fees due remain payable and, if already paid, will be
non-refundable unless:
i) you have cancelled this agreement in accordance with the
Distance Selling Regulations and subject to clause 1.3; or
ii) we have terminated this agreement under clause 1.13.2 or
1.13.3 (excluding domain registration and renewal fees paid to
registries).
d) accrued rights and liabilities will be unaffected; and
e) any termination of part of a bundled package of Services will
terminate the entire bundle; however we may in our discretion
allow you to convert certain of the bundled Services to
stand-alone Services (Please note that if the non-terminated
part of the bundle comprises domain names, these will remain on
our DNS until the next renewal date (but not thereafter) and be
chargeable for that period at our then current rate unless (i)
you instruct us in writing to remove them from our DNS or (ii)
we notify you in writing that we are doing so).
1.13.6 The clauses in this agreement which are expressed or
intended to survive the termination of this Agreement shall
survive.
1.14
Intellectual property rights
1.14.1 We retain ownership of all intellectual property rights
relating to development or supply of the Services including all
methodologies, know-how and processes used and in any
information, reports, documents, software or other Data created
by us as part of the Services (together described below as "the
Materials").
1.14.2 We grant you a non-exclusive licence to use, store and
view on your internal computer network and print up to 10 hard
copies strictly for your reasonable business or personal use
that part of the Materials we make available to you. The
Materials may not be otherwise used, copied or transmitted
without our prior written consent.
1.15
Confidentiality
1.15.1 We both agree not to use for any purpose apart from this
agreement or disclose any Confidential Data received from the
other party. “Confidential Data” means Data identified as, or
which clearly is, confidential.
1.15.2 This clause does not apply to Data which:
a) enters the public domain other than through breach of this
clause;
b) is or becomes independently known to the receiving party free
from any confidentiality restriction;
c) is required to be disclosed by Regulation or competent
authority;
d) is reasonably disclosed to employees, suppliers or others for
the proper performance of the agreement;
e) is reasonably disclosed to professional advisers; or
f) which we are otherwise permitted to disclose in accordance
with this agreement.
1.16 Notices
1.16.1You should send any notices under this agreement to the
address given at the top of this agreement. Fax and email
contact details are published on our website.
1.16.2 We shall send any notices in accordance with the most
recent contact information which you have provided to us.
1.16.3 Notices may be sent by hand, recorded delivery, fax or
email and shall be deemed to be received:
a) by hand - when delivered provided handed to a senior employee
b) recorded delivery - five days after posting
c) fax - when the sender receives an error-free transmission
report
d) email – on the day sent unless the contrary proved.
1.17 General
1.17.1 This agreement represents the entire agreement of the
parties relating to its subject matter. It supersedes all prior
agreements and representations (unless fraudulent). We are not
bound by, nor should you rely on, representations by any agent
or employee of any third party you may use to apply for our
services.
1.17.2 If any part of this agreement is deemed void for any
reason, the offending words shall be deemed deleted and the
remainder shall continue in full force.
1.17.3 You may not assign this agreement or subcontract or
resell any of the Services without our prior written consent. We
may assign this agreement or subcontract any of the Services.
1.17.4 Neither party shall be liable for failure to perform or
delay in performing any obligation (excluding payment) under
this agreement if the failure or delay is caused by any
circumstances beyond its reasonable control, including but not
limited to failure of any communications, telecommunications or
computer system.
1.17.5 The failure to exercise or delay in exercising a right or
remedy under this agreement shall not constitute a waiver of the
right or remedy.
1.17.6 Nothing in this agreement shall be construed as creating
a partnership or joint venture of any kind between us.
1.18 English
law and jurisdiction
1.18.1 This agreement is governed by English law and is subject
to the exclusive jurisdiction of the courts of England & Wales.
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