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The following terms of business apply to any or all of the domain name registration,
web site hosting, email and Secure Commerce System services (together "Services"
and individually "Service") to be provided by us to you from time
to time. "Server" means the computer server equipment operated
by us in connection with the provision of the Services. "Web Site'
means the area on the Server allocated by us to you for use by you as a
site on the Internet. "Secure Commerce System" means the online
shopping system operated and located on the Server which generates an online
shopping area. "Online Store" means the online shopping area operated
by you and generated by the Secure Commerce System.
DOMAIN
NAME REGISTRATION
1. We do not warrant or guarantee that the domain name applied for will
be registered in your name or is capable of being registered by you. Accordingly,
you should take no action in respect of your requested domain name(s)
until you have been notified that your requested domain name has been
registered.
2.
The registration of the domain name and its ongoing use is subject to
the relevant naming authorities terms and conditions of use and you are
responsible for ensuring that you are aware of those terms and conditions
and can and do comply with them. You irrevocably waive any claims you
may have against us in respect of the decision of a naming authority to
refuse to register a domain name and, without limitation agree that the
administration charge paid by you to us shall be non-refundable in any
event.
3.
We accept no responsibility in respect of the use of a domain name by
you and any dispute between you and any other individual or organisation
regarding a domain name must be resolved between the parties concerned
and we will take no part in any such dispute. We reserve the right, on
our becoming aware of such a dispute, at our sole discretion and without
giving any reason, to either suspend or cancel the domain name, and/or
to make appropriate representations to the relevant naming authority.
WEB
SITE HOSTING / EMAIL / SECURE COMMERCE SYSTEM
4. We specifically exclude any warranty as to the accuracy or quality
of information received by any person via the Server and in no event will
we be liable for any loss or damage to any data stored on the Server.
You are responsible for maintaining insurance cover in respect of any
loss or damage to data stored on the Server.
5.
You warrant to us that you will only use your assigned Web Site for lawful
purposes. In particular, you further warrant and undertake to us that:
a)
you will not, nor will you authorise or permit any other party to, use
the Server in violation of any law or regulation;
b)
you will not knowingly or recklessly post, link to or transmit:
i.
any material that is unlawful, threatening, abusive, harmful, malicious,
libellous, defamatory, obscene, pornographic, profane or otherwise objectionable
in any way; or
ii.
any material containing a virus or other hostile computer program;
iii.
you will not post, link to or transmit any material that shall constitute
or encourage a criminal offence, give rise to civil liability or that
violates or infringes any trade mark, copyright, other intellectual property
rights or similar rights of any person, firm or company under the laws
of any jurisdiction; and
iv.
you will conform to the standards made available by us from time to time
and will not yourself, and will ensure that none of your end users, make
excessive or wasteful use of the Server to our detriment or that of our
other customers.
6.
You are responsible for sending mail in accordance with any relevant legislation
(including data protection legislation) and for sending the same in a
secure manner. We will take all reasonable steps to ensure accurate and
prompt routing of messages but we will not accept any liability for non-receipt
or misrouting or any other failure of email.
7.
You warrant, undertake and agree that:
a)
all transactions within the Online Store will be contracts for the sale
of goods between you as the merchant and your end-user customer and you
agree that we may include an exclusion of our liability in respect of
such purchases and transactions in such form as we deem appropriate;
b)
the information contained within the Online Store complies with all applicable
law, including, without limitation, any distance selling regulations and
data protection regulations from time to time in force;
c)
you will keep secure any identification, password and other confidential
information relating to your account and you will notify us immediately
of any known or suspected unauthorised use of your account, or any known
or suspected breach of security, including loss, theft or unauthorised
disclosure of your password information.
8.
Whilst we shall use reasonable endeavours to ensure the integrity and
security of the Server, we do not guarantee that the Server will be free
from unauthorised users or hackers.
GENERAL
TERMS AND CONDITIONS
SERVICE AVAILABILITY
9. We shall use reasonable endeavours to provide continuing availability
of the Server and the Services but we shall not, in any event, be liable
for Service interruptions or down time of the Server.
INTELLECTUAL
PROPERTY RIGHTS AND OTHER CONSENTS
10. You are solely responsible for obtaining any and all necessary intellectual
property rights, clearances and/or other consents and authorisations in
respect of the Services, including without limitation, clearance and/or
consents in respect of your proposed domain name and merchant services
agreements between you and the relevant banks in respect of your operation
of an Online Store.
INDEMNITY
11. You agree to indemnify and keep indemnified and hold us on demand
harmless from and against any claim brought against us by a third party
resulting from the provision of Services by us to you and your use of
the Server, and in respect of all losses, costs, actions, proceedings,
claims, damages, expenses (including reasonable legal costs and expenses),
or liabilities, whatsoever suffered and howsoever incurred by us in consequence
of your breach or non-observance of these terms of business.
TERMINATION
12. We may terminate this agreement forthwith if you fail to pay any sums
due to us as they fall due.
13.
We may terminate this agreement upon written notice if you breach any
of these terms and conditions and you fail to correct the breach within
thirty (30) days following written notice from us specifying the breach,
or if you are a company you go into insolvent liquidation, or if you are
a person you are declared bankrupt.
14.
On termination of the agreement we shall be entitled immediately to block
your Web Site and to remove all data located on it. We will hold such
data for a period of 14 days and allow you to collect it at your expense,
failing which we shall be entitled to delete all such data. We shall further
be entitled to post such notice in respect of the non-availability of
your Web Site as we think fit.
PAYMENT
15. All charges payable by you to us for the Services shall be in accordance
with the relevant scale of charges and rates published from time to time
by us and are exclusive of Value Added Tax which shall be paid by you
at the rate and in the manner for the time being prescribed by law and
shall be due and payable within the payment terms specified on our invoice
therefore.
16.
The provision by us of the Services is contingent upon our having received
payment in full from you in respect of the relevant Services. Without
prejudice to our other rights and remedies under this agreement, if any
sum payable is not paid on or before the due date, we reserve the right,
forthwith and at our sole discretion, to suspend the provision of Services
to you.
LIMITATION
OF LIABILITY
17. We hereby exclude all conditions, terms, representations (other than
fraudulent representations) and warranties relating to the Services supplied
under this agreement, whether imposed by statute or operation of law or
otherwise, that are not expressly stated in these terms and conditions
including, without limitation, the implied warranty of satisfactory quality
and fitness for a particular purpose.
18.
Nothing in these terms and conditions shall exclude our liability for
death or personal injury resulting from our negligence.
19.
Our total aggregate liability to you for any claim in contract, tort,
negligence or otherwise arising out of or in connection with the provision
of the Services shall be limited to the charges paid by you in respect
of the Services which are the subject of any such claim and provided that
you notify us of any such claim within one year of it arising.
20.
In no event shall we be liable to you for any loss of business, contracts,
profits or anticipated savings or for any other indirect or consequential
or economic loss whatsoever.
RESELLER
TERMS AND CONDITIONS
21. If you are or become a reseller of our Services you must ensure that
you continue to comply with these terms and conditions by making your
customers bound to no less comprehensive and protective terms and conditions
than these.
22.
You agree that in your capacity as reseller of our services you will not
incur any liability on our part or in any way pledge or purport to pledge
our credit or purport to make any contract binding on us.
23.
We do not accept the liability or default of your own customers as affecting
or limiting your obligations under this agreement and we suggest that
you require your customers to sign a form of this agreement.
NOTICES
Any notice to be given by either party to the other may be sent by either
email, fax or recorded delivery to the address of the other party as appearing
in this agreement or ancillary application forms or such other address
as such party may from time to time have communicated to the other in
writing, and if sent by email shall unless the contrary is proved be deemed
to be received on the day it was sent or if sent by tax shall be deemed
to be served on receipt of an error free transmission report, or if sent
by recorded delivery shall be deemed to be served two days following the
date of posting.
LAW
These terms and conditions shall be governed by and construed in accordance
with English law and you hereby submit to the non-exclusive jurisdiction
of the English Courts.
ENTIRE
AGREEMENT
These terms and conditions together with any document expressly referred
to in them, contain the entire agreement between us relating to the subject
matter covered and supersede any previous agreements, arrangements, undertakings
or proposals, written or oral, between us in relation to such matters.
No oral explanation or oral information given by any party shall alter
the interpretation of these terms and conditions.
You
confirm that, in agreeing to these terms and conditions, you have not
relied on any representation save insofar as the same has expressly in
these terms and conditions been made a representation and you agree that
you shall have no remedy in respect of any misrepresentation (other than
a fraudulent misrepresentation) which has not become a term of this agreement.
Acceptance
of these terms and conditions is made by you on order of our services
whether it be written or verbal, or on receipt of payment subsequent of
an invoice raised by Club Wifi. |
