Standard Terms and Conditions
for Supply of Services
1. Definitions
In this Agreement unless the context otherwise requires:
"Company” means DEV9 Limited
"Charges" means the charges as agreed
"Agreement" means the Agreement between DEV9 Limited
and the User
“Schedule” means the details of conditions
pertaining the Agreement and any specification document
"Server" means the computer server equipment operated
or administered by us in connection with the provision
of the Services
"Services" means domain name registration, web site
hosting, email, web design, graphic design and any
other service or facility provided by us to you
"User" means you the customer or any person who makes
use of the services through you or on your behalf
2. Formation of Agreement
All Users using services provided by the Company, by
use of such services, accept the terms and conditions
of business set out below, irrespective of the mode
or manner of ordering employed by the User when ordering
the services.
The following constitute the terms and conditions under
which the Company trades and supplies its services
and related products. These Conditions (together with
the terms and conditions, if any, set out in the Schedule)
constitute the entire agreement between the parties,
supersede any previous agreement or understanding and
may not be varied except in writing between the parties.
All other terms and conditions, express or implied
by statute or otherwise, are excluded to the fullest
extent permitted by law.
The following are the only terms and conditions upon
which the Company will undertake all and any service
and or supply of services. No variation or alteration
to any term or condition shall be binding unless agreed
in writing by the authorised representatives of the
User and the Company.
No failure or delay by either party in exercising any
of its rights under the Agreement shall be deemed to
be a waiver of that right, and no waiver by either
party of any breach of the agreement by the other shall
be considered as a waiver of any subsequent breach
of the same or any other provision.
No order which has been accepted by the Company may
be cancelled by the User except with the agreement
in writing of the authorised representative of the
Company and in terms that the User shall indemnify
the Company in full against all loss (including loss
of profits), costs, damages, charges and other expenses
incurred by the Company as a result of the cancellation.
The Company is entitled to suspend services if the
User does not adhere to any or several conditions as
set out in this document.
If any provision of these terms and conditions is held
by any court or other competent authority to be invalid
or unenforceable in whole or in part, the validity
of the other provisions of these terms and conditions
and the remainder of the provision in question shall
wherever possible remain in full force and effect.
3. Services
The Company will use reasonable endeavours to adhere
to any dates proposed by either the Company or the
User for the provision of Services, however any such
date is to be treated as an estimate only and the Company
accepts no liability for failure to meet such dates;
The Company will use all reasonable endeavours to provide
reliable Services, however it is not practicable to
provide such Services free of faults and the Company
does not undertake to do so. In the event of a fault
in Services, the User must report the fault by telephone
to the Company. Upon receipt of the fault report, the
Company will take all proper steps without undue delay
to correct the fault. The Company shall not, in any
event, be liable for interruptions of Services or downtime
of a Server.
The Company may: - temporarily suspend for the purpose
of repair, maintenance or improvement, part or all
of the Company’s Services, generally without
notice - give or update instructions regarding the
use of the Service which in the Company’s reasonable
opinion is necessary in the interests of safety, or
to maintain or improve the quality of Services to the
User and any such instructions shall whilst they are
in force, be deemed to form part of this agreement
- vary the technical specification of Service for operational
reasons.
The Company undertakes to use reasonable endeavours
to restore Services as soon as practicable after any
such suspension.
Where the Company uses any third-party services, site
search facilities, chatroom, email, web hosting or
search engines submission services, the Company cannot
be held responsible for those third-party service commitments,
quality or availability.
The Services shall be provided in accordance with the
Schedule.
The Company may correct any typographical or other
errors or omissions in any brochure, promotional literature,
quotation or other document relating to the provision
of the Services without any liability to the User.
The Company may at any time without notifying the User
make any changes to the Services which are necessary
to comply with any applicable safety or other statutory
requirements, or which do not materially affect the
nature or quality of the Services.
4. Content and Misuse
The User will use all reasonable endeavours to ensure
that the Company’s Services are used or include
content that conforms to the laws of this country and
will not knowingly permit any illegal use or such use
that will bring the Company into disrepute;
You must not, nor must any other person, use the Services:
to send or receive any material which is offensive,
abusive, indecent, obscene or menacing; or in breach
of confidence, copyright, privacy or any other rights;
to cause annoyance, inconvenience or needless anxiety;
The Company retains the right to suspend Services immediately
in the event of a breach or suspected breach by the
User of any of the terms and conditions contained herein.
The Company may discontinue Services if after 3 hours
the User continues to permit such illegal or disreputable
use. If the Company suspends service for contravention
of the above conditions of this clause, the Company
can refuse to restore Services until it receives an
acceptable assurance from the
User that there will be no further contravention.
Spamming, or the sending of unsolicited email, from
a Company Server or using an email address that is
maintained on a Server administered by the Company
or from a domain name that is maintained on a Server
or registered by the Company is STRICTLY PROHIBITED.
5. Domain Name Registration
The Company makes no representation that any domain
name the User wishes to register is capable of being
registered by or for the User or that it will be registered
in the name of the User. The User should therefore
not assume registration of your requested domain name(s)
until you have been notified that it has or they have
been registered. Any action taken by the User before
such notification is at the User’s risk.
The registration and use of the User’s domain
name is subject to the terms and conditions of use
applied by the relevant naming authority; the User
shall ensure that they are aware of those terms and
conditions and that they comply with them. The Company
acts as the User’ agent in the registration of
a domain name and the User shall have no right to bring
any claim against the Company in respect of refusal
to register a domain name or cancellation of the domain
name by the relevant naming authority.
The Company shall have no liability in respect of the
use by the User of any domain name; any dispute between
the User and any other person must be resolved between
the parties concerned in such dispute. If any such
dispute arises, the Company shall be entitled at our
discretion and without giving any reason, to withhold,
suspend or cancel the domain name. The Company shall
also be entitled to make representations to the relevant
naming authority but will not be obliged to take part
in any such dispute.
The Company gives no warranty that the User ‘s
domain name is or will continue to be available for
use or that no other domain name is or will be registered
which conflicts with the User’s domain name or
which otherwise affects the User’s use of the
domain name.
The Company gives no warranty that the User’s
domain name will not infringe the rights of any third
party.
The Company shall not release any domain to another
provider unless the Company has received full payment
for that domain and all outstanding bills are paid
in full..
6. Website Hosting and
Email
The Company makes no representation and gives no warranty
as to the accuracy or quality of information received
by any person via the Server and the Company shall
have no liability for any loss or damage to any data
stored on the Server;
The User represents, undertakes and warrants to the
Company that use of the Server or space on the Server
allocated to the User will only be for lawful purposes.
In particular, the User represents, warrants and undertakes
to the Company that they;
will not use the Server in any manner which infringes
any law or regulation or which infringes the rights
of any third party, nor will they authorise or permit
any other person to do so;
they will not post, link to or transmit:
(a) any material which is unlawful, threatening, abusive,
malicious, defamatory, obscene, pornographic, blasphemous,
profane or otherwise objectionable in any way;
(b) any material containing a virus or other hostile
computer program;
(c) any material which constitutes, or encourages the
commission of, a criminal offence or which infringes
any patent, trade mark, design right, copyright or
any other intellectual property right or similar rights
of any person which may subsist under the laws of any
jurisdiction;
The User shall keep secure any identification, password
and other confidential information relating to the
account and shall notify the Company immediately of
any known or suspected unauthorised use of the account
or breach of security, including loss, theft or unauthorised
disclosure of the User’s password or other security
information;
The User shall procure that all mail is sent in accordance
with applicable legislation (including data protection
legislation) and in a secure manner;
While the Company will use every reasonable endeavour
to ensure the integrity and security of the Server,
the Company do not guarantee that the Server used will
be free from unauthorised users or hackers and the
Company shall be under no liability for non-receipt
or misrouting of email or for any other failure of
email.
The User shall at their expense take copies of all
information stored on the Server and/or in a database
and insure against its accidental loss or damage. The
Company shall have no liability for any such loss or
damage, however caused.
7. Rights in Input Material
and Output Material
The property and any copyright or other intellectual
property rights in:
any Input Material shall belong to the User
any Output Material shall, unless otherwise agreed
in writing between the User and the Company, belong
to the Company, subject only to the right of the User
to use the Output Material for the purposes of utilising
the specified Services.
Any Input Material or other information provided by
the User which is so designated by the User and any
Output Material shall so far as practical be kept confidential
by the Company, and all Output Material or other information
provided by the Company which is so designated by the
Company shall be kept confidential by the User; but
the foregoing shall not apply to any documents or other
materials, data or other information which are public
knowledge at the time when they are so provided by
either party, and shall cease to apply if at any future
time they become public knowledge through no fault
of the other party.
The User shall obtain any and all necessary consents
and clearances to enable the Company lawfully to make
use of all and any intellectual property rights through
the Services, including without limitation, clearance
and/or consents in respect of your proposed domain
name. Wherever possible royalty free or public domain
images may be used in the design of the User’s
website. Any conflict between an unknown author of
such images and publication of said images on the site
will be the full responsibility of the User.
The User shall at their own expense supply the Company
with all necessary documents or other materials, and
all necessary data or other information relating to
the specified Services, within sufficient time to enable
the Company to provide the specified Services in accordance
with the Agreement. The User shall ensure the accuracy
of all Input Material.
The User shall at its own expense retain duplicate
copies of all Input Material and insure against its
accidental loss or damage. The Company shall have no
liability for any such loss or damage, however caused.
8. Liability
The User shall indemnify the Company and keep the Company
indemnified and hold the Company harmless from and
against any breach by the User of these terms and conditions
of business and any claim brought against the Company
by a third party resulting from the provision of Services
by the Company to the User and the User’s use
of the Services and the Server including, without limitation,
all claims, actions, proceedings, losses, liabilities,
damages, costs, expenses (including reasonable legal
costs and expenses), howsoever suffered or incurred
by the Company in consequences of the User’s
breach or non-observance of this Agreement;
The User acknowledges that the Company has no control
over the information transmitted via the Service and
that the Company does not examine the use to which
the User puts the service or the nature of the information
the User sends or receives. The Company hereby excludes
all liability of any kind for the transmission or reception
of information of whatever nature;
The Company undertakes no liability whatsoever for
the acts or omissions of other providers of telecommunication
service or for faults in or failures of their apparatus;
The Company is not in any way liable in Agreement or
otherwise for loss whether direct or indirect of business,
revenue or profits, anticipated savings or wasted expenditure,
corruption or destruction of data or for any indirect
or consequential loss whatsoever.
The Company makes no warranty as regards to its Services
or equipment and will not be responsible for any damage
allegedly suffered or claimed by the User for any reason
including but not limited to loss of data and service
interruptions.
In any event no claim shall be brought unless the User
has notified the Company of the claim within one year
of it arising.
The Company shall not be liable to the User by reason
of any representation, or any implied warranty, condition
or other term, or any duty at common law, or under
the express terms and conditions of the Agreement,
for any indirect special, or consequential loss of
damage (whether for loss of profit or otherwise), costs,
expenses or other claims for compensation whatsoever
(whether caused by negligence of the Company, its employees
or agents or otherwise) which arise out of or in connection
with the supply of the Services or their use or resale
by the User. The Company’s total aggregate liability
to the User 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 the User in respect of the Services, which
are the subject of any such claim.
The Company warrants to the User that the Services
will be provided using reasonable care and skill and,
as far as reasonably possible, in accordance with the
Agreement and any Schedule and at the intervals and
within the times referred to.
The Company shall not be liable to the Client or be
deemed to be in breach of the Agreement by reason of
any delay in performing, or any failure to perform,
any of the Company’s obligations in relation
to the Services, if the delay or failure was due to
any cause beyond the Company’s reasonable control.
9. Force Majeure
The Company shall not be liable to the User or deemed
to be in breach of the Agreement by reason of any delay
in performing or any failure to perform any of the
Company’s obligations in relation to the Services,
if the delay or failure was due to any cause beyond
the Company’ reasonable control. Without prejudice
to the generality of the foregoing the following, shall
be regarded as causes beyond the
Company’s reasonable control:
Act of God, explosion, flood, tempest, fire or accident,
War or threat of war, sabotage, insurrection, civil
disturbance or equisition, Acts, restrictions, regulations,
by-laws, prohibitions or measures of any kind on the
part of any government parliamentary or local authority,
strikes, lockouts or other industrial action or trade
disputes (whether involving employees of the Company
or any third party), difficulties in obtaining raw
materials, labour, fuel, parts or machinery, power
failure or breakdown in machinery.
10. Price and Payment
The fee for the supply of Services shall be as stated
in the Schedule.
All charges payable by the User for the Services shall
be in accordance with the scale of charges and rates
provided by us from time to time and shall be due and
payable 14 days after the date on the User’s
invoice.
All charges quoted are subject to review and adjustment
by the Company at any time. The price of the goods
or services shall be at the Company’s quoted
price. All prices quoted are valid for 30 days from
the time of the quotation after which time the Company
may alter them without giving notice to the User.
The Company reserves the right to increase the price
of Services at any time to reflect any increase in
the costs to the Company due to any factor beyond the
control of the Company (including though not limited
to any increase in the costs of labour, materials or
other costs or increases in price by those who supply
the Company with Services) or due to any change in
delivery date or any delay caused by any instruction
of the User or the failure of the User to give the
Company adequate information or instruction.
Unless specifically varied in writing by the Company,
the following payment terms shall apply:
all fees quoted are exclusive of VAT (if applicable)
and to the extent that VAT is chargeable in respect
of any Services supplied by the Company, VAT at the
rate in force at the time of supply should be added
to payments otherwise due. Pro-forma accounts will
be rendered calendar monthly and/or on completion of
the services provided.
Without prejudice to the Company’s other rights
and remedies under this Agreement, if any sum payable
is not paid on or before the due date, the Company
shall be entitled forthwith to:
a) Cancel the Agreement and any other Agreement between
the Company and the User.
b) Suspend the provision of Services to the User
c) Charge to the User interest in accordance with The
Late Payment of Commercial Debts (Interest) Act 1998,
on the amount unpaid at the rate of 9%, per day above
HSBC Bank base rate, until payment in full is made.
Recoup the cost of any third party agents incurred
should any action be undertaken to obtain settlement
of the account.
A charge of £45 will be made to cover bank
charges and administration costs in the event that
any cheque submitted by the User fails to clear on
first presentation or is subsequently returned dishonoured.
There is a minimum invoice value of £10.00
that will be invoiced for any transaction to cover
administration and handling charges.
11. Default
Either party may (without limiting any other remedy)
at any time terminate the Agreement by giving written
notice to the other of 30 days if the other commits
any breach of these terms and conditions and (if capable
of remedy) fails to remedy the breach within 30 days
after being required by written notice to do so, or
if the User goes into liquidation, becomes bankrupt
or insolvent, makes a voluntary arrangement with its
creditors or has a receiver or administrator appointed.
Bankruptcy or insolvency proceeding means bankruptcy
proceedings or in Scotland sequestration proceedings,
becoming insolvent, making any composition or arrangement
with creditors or an assignment for their benefit,
any execution, distress, diligence or seizure: or if
the User is a company, being the subject of proceedings
for the appointment of an administrator, going into
liquidation whether voluntary or compulsory (except
for the purpose of amalgamation or reconstruction)
or having a receiver or administrative receiver of
any assets appointed.
The User continues to be liable to pay all charges,
which are due for Services during any period in which
you do not comply with this Agreement.
On termination of this Agreement or suspension of the
Services we shall be entitled immediately to suspend
access to the Server and to remove all data located
on it. The Company shall be entitled to delete all
such data but may, at our discretion, hold such data
for such period as the Company may decide to allow
the User to collect it at their expense, subject to
payment in full of any amounts withstanding and payable
to the Company.
If the Company waives a breach of Agreement by the
User, that waiver is limited to the particular breach.
Any delay by the Company in acting upon a breach is
not to be regarded in itself as a waiver.
Either party on giving at least 30 days notice to the
other may terminate this Agreement. If the Company
gives notice the User shall pay all charges up to the
expiry of the notice. If the User gives notice, the
User shall pay all charges until 30 days after the
date the Company receives the notice or until expiry
of the notice, whichever is the latter. The User’s
notice does not avoid any other liability for Services
already provided. Annual recurring Services require
cancellation by the User and the Company reserves the
right to charge annually for the provision of these
services unless the Company has received from the User
written instruction to terminate these Services.
12. General
Any notice required or permitted to be given by either
party to the other under these conditions shall be
in writing by: post email or fax but must be addressed
to the other party at its registered office or principal
place of business or such other address as may at the
relevant time have been notified pursuant to this provision
to the party giving the notice. If sent by email it
shall, unless the contrary is proved, be deemed to
be received on the day it was sent provided that it
was sent prior to 5 p.m. or if sent by fax shall be
deemed to be served on receipt of an error free transmission
report provided that it was sent prior to 5 p.m., or
if sent by post shall be deemed to be served one day
following the date of posting.
Any Schedule shall form part of the Agreement
The Agreement shall in all respects be construed and
operated in accordance with English Law and all parties
agree to submit to the jurisdiction of the English
courts
Unless the right of enforcement is expressly provided,
it is not intended that a third party should have the
right to enforce any term of this agreement pursuant
to the Contracts (Rights of Third Parties) Act 1999.
By Instructing the Company to work on behalf of the
user, you are automatically accepting these terms.
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