|
SiliconDESIGNS Limited – Terms and conditions
Last update: 31 April 2008
This page (together with the documents referred to on it) tells you the terms and conditions on which we supply any of the goods or services (Services) listed on our website [www.silicondesigns.co.uk] (our site) to you. Please read these terms and conditions carefully before ordering any Services from our site. You should understand that by ordering any of our Services, you agree to be bound by these terms and conditions.
You should print a copy of these terms and conditions for future reference.
1. INFORMATION ABOUT US
1.1 “silicondesigns.co.uk” is a site operated by Silicon Designs Limited (us/we). We are registered in England and Wales under company number 5318277 and with our registered office at Arrowsmith Court, Station Approach, Broadstone, Dorset BH18 8AT. Our main trading address is 110 West Way, Broadstone, Dorset BH18 9LN.
[1.2 We are members of the UKWDA [UK Web Designers Association]
2. SERVICE AVAILABILITY
2.1 Our site is only intended for use by people resident in the United Kingdom. We do not accept orders from individuals outside the United Kingdom. It is a requirement of our providing Services to you that we receive your full postal address, telephone number and e-mail address and that you keep us informed of any changes to these.
2.2 We will not become involved in any websites that:
• contain indecent or pornographic material;
• have any direct connection with any political, religious, or military group;
• are related to the tobacco industry;
• involve any form of gambling;
• are offensive, obscene, seditious or defamatory;
• are threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party intellectual property rights;
• are involved in sending unsolicited bulk e- mail (spam);
• are misleading or contain statements that are not true;
• are connected with any form of fortune-telling or the occult;
• involve any illegal activity (including copyright violations);
• we decide to refuse for any reason in our absolute discretion.
If you include any such material in a website hosted by us, we reserve the right to edit or delete such material and/or to suspend supply of any Services to you - including taking your website offline if we deem it necessary.
2.3 It is your responsibility to ensure that any material that appears on your website does not infringe any copyright laws or trademarks.
2.4 You must not:
• send unsolicited bulk e-mail (spam);
• knowingly send or execute any form of computer virus;
• send any chain letters in any form, including e-mail.
Any such activity discovered shall merit suspension of the Services.
3. YOUR STATUS
By placing an order through our site, you warrant that:
(a) you are legally capable of entering into binding contracts; and
(b) you are at least 18 years old;
(c) you are resident in the United Kingdom; and
(d) you are accessing our site within the United Kingdom.
4. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
4.1 All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that confirms that we accept the offer you have made (the Confirmation). The contract between us (Contract) will only be formed when we send you the Confirmation.
4.2 The Contract will relate only to those Services whose supply we have confirmed in the Confirmation/proposal. We will not be obliged to supply any other Services which may have been part of your order until the supply of such Services has been confirmed in a separate Confirmation/proposal.
4.3 You agree to supply to us in a timely manner any text, images, or other material that may be required for the creation of your website, as requested by us, and in the format(s) agreed between us. You hereby agree to indemnify us in full against any damages, losses and expenses arising as a result of any action or claim that the Materials you supply infringe the intellectual property rights of a third party. In the event that we are notified of such infringement or potential infringement, we reserve the right to remove the alleged infringing material from any site hosted by us.
4.4 If your instructions to us regarding the website change, we reserve the right to amend the amount we charge to reflect the changes. We will inform you if there is any increased charge involved before proceeding with extra or amended requirements. Where a requirement is withdrawn, we reserve the right to charge the full price (or a proportion thereof) for the requirement or feature, even if it is not used. We will only do this if we have already spent any time or money on developing the requirement or feature. Additional work undertaken after the construction of your website has commenced shall be bound equally by these terms and conditions.
5. OUR STATUS
5.1 Please note that in some cases, we accept orders as agents on behalf of third party sellers. The resulting legal contract is between you and that third party seller, and is subject to the terms and conditions of that third party seller, which they will advise you of directly. You should carefully review their terms and conditions applying to the transaction.
5.2 We may also provide links on our site to the websites of other companies, whether affiliated with us or not. We cannot give any undertaking that Services you purchase from third party sellers or are provided through our site (whether for web hosting and associated features or otherwise), or from companies to whose website we have provided a link on our site, will be of satisfactory quality, and any such warranties are DISCLAIMED by us absolutely. This DISCLAIMER does not affect your statutory rights against the third party seller. We will notify you when a third party is involved in a transaction, and we may disclose your customer information related to that transaction to the third party seller.
6. CONSUMER RIGHTS
6.1 If you are contracting as a consumer, you may cancel a Contract at any time within seven working days, beginning on the day after you received the Services. In this case, you will receive a full refund of the price paid for the Services in accordance with our refund policy (set out in paragraph 10 below). However, if you require us to commence the provision of Services within the seven day period, your right to cancel the Contract will be lost after we commence providing the Services.
6.2 To cancel a Contract, you must inform us in writing and cease all use of the Services immediately. If returning items, they must be returned in the same condition in which you received them, and at your own cost and risk.
7. AVAILABILITY AND DELIVERY
7.1 Your order will be fulfilled by the delivery date set out in the Confirmation/proposal or, if no delivery date is specified, then within 30 days of the date of the Confirmation, unless there are exceptional circumstances. Exceptional circumstances are those where it is agreed between both parties to an extended project delivery schedule.
8. TITLE
8.1 Ownership of the items within the Services will only pass to you when we receive full payment of all sums due in respect of the Services, including delivery charges.
9. PRICE AND PAYMENT
9.1 The price of any Services will be as quoted on our site from time to time, except in cases of obvious error.
9.2 Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you a Confirmation.
9.3 For large/custom/eCommerce websites, a deposit of 25% of the quoted price, or £100, whichever is the greater, is required before we start work on your website, unless otherwise agreed with us. The balance is due within 14 working days of the website live date.
9.4 Our site contains a large number of Services and it is always possible that, despite our best efforts, some of the Services listed on our site may be incorrectly priced. We will normally verify prices as part of our confirmation procedures so that, where a Service's correct price is less than our stated price, we will charge the lower amount when providing the Service to you. If a Service’s correct price is higher than the price stated on our site, we will normally, at our discretion, either contact you for instructions before providing the Service, or reject your order and notify you of such rejection.
9.5 We are under no obligation to provide the Service to you at the incorrect (lower) price, even after we have sent you a Confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mis-pricing.
9.6 Payment for all Services must be by cheque, online payment, or credit or debit card. All fees must be paid in full within 14 days of the invoice date unless otherwise agreed with us. We reserve the right to de-activate your website and/or cease providing any goods or Services to you at any time and to charge interest (at the rate of 4% over Barclays Bank Plc base rate) and recover our credit-control costs (including professional fees) from you in the event of any delay in payment.
10. OUR REFUND POLICY
10.1 If you cancel the Contract between us in accordance with paragraph 6, or notify us in accordance with paragraph 20 that you do not agree to any change in these terms and conditions or in any of our policies, or that the Services are in some way defective, we will either rectify the defective Service if it is within our power to do so, or if not, will refund any unused portion of the sums already paid. If a refund is due, we will usually refund any money received from you using the same method originally used by you to pay for your purchase. We will usually process the refund due to you as soon as possible and, in any case, within 30 days of the day we received your cancellation or the day we confirmed to you via e-mail that you were entitled to a refund for the supply of the defective Service.
10.2 Subject to our right to rectify any defect, Services cancelled by you because of a defect will be refunded in full.
10.3 Subject to paragraph 6.1, Services returned by you within the seven-day cooling-off period will be refunded in full. However, you will be responsible for the cost of returning any physical item to us.
11. OUR LIABILITY
11.1 We warrant to you that any Services provided by us through our site are of satisfactory quality. However, we cannot guarantee that our work or the Services we provide will be 100% free of bugs or errors. During the development of a tailor-made website, we may provide you with a URL link and/or private access to a prototype version of your website. You must inform us immediately if there is any aspect of the prototype site which you feel is unsatisfactory for any reason whatsoever, but please bear in mind that this is still in the development stage and therefore may not be entirely accurate.
11.2 In the event that you are not satisfied that the agreed work has been successfully completed, you must inform us immediately, and state the full reasons for your dissatisfaction. Upon resolution of the items you raise, the work will be deemed to be complete, and payment will become due.
11.3 Our liability in connection with any Services purchased through our site is strictly limited to the purchase price of those Services.
11.4 This does not include or limit in any way our liability:
(a) for death or personal injury caused by our negligence;
(b) under section 2(3) of the Consumer Protection Act 1987;
(c) for fraud or fraudulent misrepresentation; or
(d) for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
11.5 We accept no liability for any loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, waste of management or office time or for any indirect or consequential loss or damage of any kind however arising and whether caused by tort (including negligence), delay in the provision of the Services, breach of contract or otherwise, even if foreseeable.
11.6 Where you buy any Services from a third party seller through our site, the seller's individual liability will be set out in the seller's terms and conditions.
11.7 We are not responsible for backing up your data. If we do undertake to back up your data for you, we cannot be held responsible for any loss or damage that results from our provision of this service, and whilst we will take all reasonable steps to safeguard your data, we provide no guarantees as to the reliability, accessibility, or security of backed- up data. You must ensure that you have made adequate provision for backing up your own data.
12. WRITTEN COMMUNICATIONS
12.1 Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website(s). For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights. Subject to the above, we may contact you via post, telephone or e-mail including regular newsletters for matters relating to work we are undertaking on your behalf or for informational and additional sales opportunites that we think you might be interested in.
13. INTELLECTUAL PROPERTY RIGHTS
13.1 All intellectual property rights in the source code that is used in the creation of your website remains our property and may not be used (except in its original intended context) without our consent. We hereby grant you a non-exclusive licence of our intellectual property rights for the purpose of operating the website. Such intellectual property rights include but are not limited to code written using: HTML, CSS, PHP, JavaScript, ASP, and ASP.Net. This clause does not apply if the material is already freely available in the public domain i.e. Open Source GNU Public License.
13.2 You or your licensors retain the intellectual property rights in any text, images, or other material that you supply.
13.3 We retain the copyright to any text, images, or other material that we supply, and grant you license to use them only in their original intended context as defined by us.
13.4 If you contravene any part of this paragraph 13, we reserve the right to cease supplying all Services, and to remove any connection between us and you that may appear on your site immediately. Contravention of any of these clauses implies that you wish to terminate our agreement with you, and any outstanding fees shall become due immediately.
13.5 We reserve the right to include a link to our website on every page of your website that we design and in most cases will do so. In certain cases, we may agree to waive this right but will require a compensation payment of 10% of the full purchase price of the development. Additionally, we also reserve the right to include certain information and imagery about your website in our Portfolio section.
14. NOTICES
14.1 All notices given by you to us must be given to us at our trading address shown in paragraph 1.1 OR to the following e-mail address support[at]silicondesigns.co.uk . We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in paragraph 12. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
15. TRANSFER OF RIGHTS AND OBLIGATIONS
15.1 The contract between you and us is binding on you and us and on our respective successors and assigns.
15.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.
15.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.
16. EVENTS OUTSIDE OUR CONTROL
16.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event).
16.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
(a) strikes, lock-outs or other industrial action.
(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.
(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.
(d) impossibility of the use of public or private telecommunications networks.
(e) the acts, decrees, legislation, regulations or restrictions of any government.
16.3 Our performance under any Contract is 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 a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.
17. WAIVER
17.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
17.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
17.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with paragraph 14 above.
18. SEVERABILITY
18.1 If any of these terms and Conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
19. ENTIRE AGREEMENT
19.1 These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
19.2 We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.
19.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these terms and conditions.
20. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS
20.1 We have the right to revise and amend these terms and conditions from time to time.
20.2 You will be subject to the policies and terms and conditions in force at the time that you order Services from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Services).
21. LAW AND JURISDICTION
21.1 Contracts for the purchase of Services through our site will be governed by English law.
21.2 Any dispute arising from, or related to, such Contracts shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.
WEB HOSTING AND EMAIL TERMS AND CONDITIONS AGREEMENT
1. Introduction
Sarah Hayes strives to offer all clients a reliable and excellent level of service.
2. Definition of Terms.
In these conditions, unless the context requires otherwise, the following words shall have the following meanings:
2.1. "Client" , "you" or “customer” means the person, firm or company that has requested any Services;
2.2. "Conditions" means the standard terms and conditions of sale set out herein;
2.3. "Contract" means any contract for the provision of the Services;
2.4. "IPRs" means any and all intellectual property rights including without limit any and all patents, design rights, database rights, copyright, know-how, moral rights, trade secrets, confidential information, trade marks, service marks, trade names and goodwill;
2.5. "Sarah Hayes" or "we" or "I" means Sarah Hayes;
2.6. "Netiquette" means generally accepted standards for use of the Internet such as but not limited to sending bulk unsolicited e-mail, mail bombing, misrepresenting that you have third party authorisation and impersonating another person;
2.7. "Server" means the computer servers used to provide the Service;
2.8. "Services" means any services supplied or to be supplied by BromleyNet (which may include without limit Email Forwarding, Email, POP accounts, e-commerce, Web Site Hosting, FTP access, Domain Name Registration) as described in the quote or acknowledgement of order issued by Sarah Hayes or as may be agreed from time to time; and
2.9. "Site" means the Internet website at www.Sarah Hayes.co.uk
2.10. “Attachments” Means Proposal and/or Quotation
2.11. “Standard Hourly Rate” £45.00 per hour
2.12. “Emergency/Weekend Hourly Rate” Standard Hourly Rate plus 50%
3. Acceptance of terms
3.1. The Conditions set out the only terms on which Sarah Hayes is prepared to provide you with the Services. The Conditions shall apply to all Contracts and by using the Services you accept this. All other terms and conditions (other than those which are agreed in writing between us) are excluded to the fullest extent permitted by law. Sarah Hayes reserves the right to review and revise the Conditions from time to time without prior notice and, by using the Services subsequent to any revision of these Conditions, you agree to be bound by such changes. Please review the following link on a regular basis for changes at http://www.sarahhayes.co.uk
4. Registration
4.1. Where appropriate, you agree to provide such information about yourself as prompted by the Service's registration form and ensure that it is at all times true, current, accurate and complete. If it is not or we reasonably suspect it is not true, current, accurate and complete then we shall be entitled to terminate the Contract or suspend the Services until such time as we determine.
5. Security
5.1. You are responsible for the security and proper use of all Keywords and passwords and must take all necessary steps to ensure that they are kept confidential, used properly and not disclosed to unauthorised people.
5.2. You must inform us immediately if you have any reason to believe that any Keyword has become known to someone not authorised to use it or if any Keyword is being or is likely to be used in an unauthorised way or of any other breach of security.
5.3. We are not liable for any loss of confidentiality or for any damages arising from your failure to comply with these terms. You will be entirely liable for all activities conducted and charges incurred under your Keywords whether authorised by you or not.
5.4. If you forget any Keyword you should contact us and subject to you satisfying certain security checks you will be given a new Keyword to enable you to use the Services.
5.5. To gain FTP access you will be required to provide me with your IP address. Only this IP address will be authorise and able access the server.
5.5.1. You may change the IP address every 7 days. Additional changes may attract an additional charge
5.5.2. IP address can only be authorised Monday – Friday 9am to 4pm excludes Bank Holidays
6. The services
6.1. The Services shall be as described in the Site or order form and such other material as Sarah Hayes provides to you from time to time. We reserve the right at any time and from time to time to amend, improve, correct, discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice and you agree that Sarah Hayes shall not be liable to you or to any third party for any such modification, suspension or discontinuance. We will restore the Service as soon as reasonably practicable after temporary suspension.
6.2. Unless otherwise agreed in writing by Sarah Hayes, the minimum period for the provision of the Services is 12 months from date on which they are first made available to the Client (the "Initial Term") and shall continue thereafter for further periods of 12 months (each being a "Renewed Term") unless and until the Client serves at least one month's written notice on Sarah Hayes prior to the expiry of the Initial Term or a Renewal Term, such notice to expire at the end of such Initial or Renewed Term.
6.3. Sarah Hayes shall be entitled to restrict bandwidth made available to the Client at any time in order to protect all and any Internet solutions provided by Sarah Hayes from time to time when necessary. Unless otherwise state the default bandwidth allowence per month is 2GB.
6.3.1. Excess bandwith usage will be charged at 0.05 pence per MB over and invoiced.
6.4. Sarah Hayes shall use its reasonable endeavours to ensure that the Servers and the data contained therein are safeguarded from damage, accident, fire, theft and unauthorised use.
6.5. Sarah Hayes shall be entitled to temporarily suspend or disable a Client's services at any time in order to protect all and any Internet solutions provided by Sarah Hayes from time to time when necessary.
6.6. The use of the following types of software is not permitted :
6.6.1. P2P public file sharing software such as, Napster, Kazaa, and Morpheus;
6.6.2. or, Internet Relay Chat (IRC) software, such as mIRC.
7. Registration of domain names.
The following shall apply where the Services include or consist of domain name registration services:
7.1. The Client acknowledges that, whilst Sarah Hayes shall use its reasonable endeavours to successfully register the requested domain name, Sarah Hayes shall not be obliged to accept any request to register or continue to process any registration of a domain name
7.2. The obligations of Sarah Hayes in relation to domain name registration shall be limited to forwarding the application to the relevant naming authority, providing reasonable administration services in relation to the application and notifying the result of the application within a reasonable period after communication from the authority. Sarah Hayes will use reasonable endeavours to notify you of any renewal dates however Sarah Hayes accepts no liability for any use or retention of any domain name which is registered.
7.3. Sarah Hayes makes no representations or warranties (expressed or implied) of any kind (and they are expressly disclaimed) with respect to availability or likelihood of successful registration of any domain name.
7.4. The Client shall check the domain name as reported on any of the Company's documents sent to the Client, such as the invoice, customer information sheet or otherwise, is spelt correctly. In the event of any error, the Client should notify the Company promptly and in any event within 24 hours of receiving such document.
7.5. The Client shall at all times comply with the terms and conditions (from time to time subsisting) for the registration of domain names published by the relevant naming authority and generally to the terms and conditions of any such authority having similar force and to which the client may become subject as a result of services provided by Sarah Hayes.
7.6. Sarah Hayes may from time to time change the registrar that a domain is held with. The Client agrees to allow Sarah Hayes to do so as it sees fit and without notice.
7.7. The Client acknowledges that in the course of maintaining a domain name registration, Sarah Hayes may be required to provide relevant and current contact information for registrants.
8. Obligations of the client
The Client agrees that it shall:
8.1. Immediately notify Sarah Hayes if it becomes aware of any unauthorised use of all or any of the Services and/or Servers;
8.2. Not use the Services and/or Servers for any unlawful purpose or for the publication, linking to, issue or display of any unlawful material (which shall include without limit any pirated software or any material which is obscene, pornographic, threatening, malicious, harmful, abusive, harmful, defamatory or which breaches the rights (including without limit IPRs) of any third party or which is or encourages criminal acts or contains any virus, worm, trojan horse or other harmful code) whether under English law or regulation, the laws or regulations of the Clients country or any other place where the results of such purpose or such material can be accessed;
8.3. Not use the Services and/or Servers for the publication, linking to, issue or display of any material which in the absolute discretion of Sarah Hayes may harm Sarah Hayes or any of its clients or bring Sarah Hayes into disrepute or may call into question any action taken by Sarah Hayes on the Client's behalf;
8.4. Not use the Services and/or Servers in breach of good Netiquette practices;
8.5. Ensure that it has all necessary consents, permissions and licences to make use of the Services including without limit registration under the Data Protection Act 1984 and 1998;
8.6. Not provide any technical or other information obtained from Sarah Hayes and/or relating to the Services or the Contract to any person, company, firm or government which the Client knows or ought reasonably be aware may directly or indirectly lead to a breach of any English law or regulation;
8.7. Not, in breach of good Netiquette practices, use any service provided by any third party (including without limit an Internet website and/or e-mail) for the publication, linking to, issue or display of any material which refers to an Internet website hosted by Sarah Hayes or any other services offered by Sarah Hayes from time to time;
8.8. Ensure that all material or data hosted by Sarah Hayes on any website operated by the Client from time to time or communicated through such site or using the Servers is checked for viruses and other harmful code;
8.9. Keep back ups of all data hosted by Sarah Hayes on any website operated by the Client from time to time; and
8.10. Promptly notify Sarah Hayes of any change to its communication address and the Client acknowledges that Sarah Hayes shall not be liable for any costs, damages or loss which the Client may suffer or incur as a result of failure to notify such changes to Sarah Hayes.
8.11. Download and delete all their stored e-mail on Sarah Hayes’s servers at least once every 30 days.
8.12. To ensure their usage of stored e-mail does not exceed the purchased quota. Sarah Hayes operates a default mail quota of 5MB and e-mail will be returned to sender should this level be exceeded.
8.13. The Client acknowledges that in order to make proper use of the Services it should have a basic knowledge of how the Internet functions and what types of use are and are not acceptable. The Client acknowledges that Sarah Hayes shall have no obligation to:
8.13.1. Manipulate any material which the Client wishes and/or does post on any website it operates or any communication which it issues or sends in connection with any of the Services; or
8.13.2. Validate or vet such material for usability, legality, content or correctness.
9. Email abuse and Spam
9.1. The sending of spam email or emails to multiple addresses is prohibited without prior agreement.
9.2. The sending of emails to multiple address must be through an approved Newsletter /Mailing List software to ensure the minimum impact on the server.
9.3. You must operate and opted in mailing list
9.4. Sarah Hayes reserves the right to remove permission to send emails to multiple email addresses at anytime and without notice.
9.5. If you are found to be breaking any Spamming laws all services may be terminated or suspended without warning.
9.6. In the event that your actions result in the server being blacklisted you may be liable for any costs resulting from your actions.
10. Price
10.1. The current price payable for the Services shall be as specified on the order form. Sarah Hayes agrees not to increase the prices it charges the Customer at least until the end of the initial term. The price is non-refundable. Sarah Hayes shall be entitled to vary its prices from time to time however we shall give you at least one month’s notice of such increase and if you are not satisfied with such increase then you will be entitled to terminate the Contract by giving us written notice within one month of the date of the variation notice failing which you shall be deemed to have agreed to the variation.
10.2. The price covers permitted bandwidth (monthly transfer limit) as specified on the site. If you exceed this limit then Sarah Hayes reserves the right to make additional charges for usage above the limit at the prevailing charge rate as stated on the Site. We will endeavour to let you know if your bandwidth use exceeds the agreed level however it is your responsibility to monitor the bandwidth being used by you from your web statistics page.
10.3. All prices quoted to the Client for the provision of services by Sarah Hayes are exclusive of any value added tax for which the Client may be additionally liable at the applicable rate. Where the Services are purchased with a monthly payment plan comprising a set up fee, this fee is payable immediately. Where a long term contract is purchased, the set up fee is included within the total payment.
11. Payment
11.1. The price and all other amounts due under the Contract shall be paid by the Client by the due date and in the currency as specified in Sarah Hayes’s invoice. Payment shall only be deemed received by Sarah Hayes upon receipt of cleared funds. Payment shall be made in full without any abatement, set off or deduction on any goods.
11.2. Where the Services include or consist of registration of domain name services, Sarah Hayes shall be entitled to raise an invoice for payment to the appropriate naming authority and for the hosting that name specifying the date by which payment by the Client must be made. Failure for any reason by the Client to make payment before the specified date will entitle Sarah Hayes to release the Client's domain name without any liability for loss suffered by the Client howsoever arising.
11.3. It is of the essence of the Contract that the Contract price and all other amounts due from the Client under the Contract are paid on time. You shall be responsible for any and all expenses incurred by Sarah Hayes in recovering overdue amounts and shall pay interest on them (before and after judgment) at annual rate of 5% above the base lending rate of Bank of England calculated daily until payment is made in full.
11.4. Failure to settle all amounts within 14 days of the due date may result in withholding of further Services and/or suspension of existing Services.
11.5. Failure to settle all amounts before the renewal date will result in termination and/or suspension of services.
12. Intellectual property
12.1. All IPRs relating to the Services provided by Sarah Hayes are and shall remain the property of Sarah Hayes. All rights in the design and arrangement of the Site, text and graphics and all software compilations, underlying source code, and all other material on the Site are reserved to of Sarah Hayes Internet Services Limited or its licensors. Except as expressly provided below, nothing contained in these term of use or on the Site shall be construed as conferring any license or right, by implication, estoppel or otherwise, under copyright or other IPRs.
12.2. Sarah Hayes and all other names, images, pictures, logos and icons identifying Sarah Hayes or its services are trade marks of Sarah Hayes Internet Services Limited in the UK and other countries. Other product and company names mentioned on this Site may be trade marks of their respective owners.
13. Indemnity
13.1. The Client agrees to fully indemnify and keep Sarah Hayes, its subsidiaries, affiliates, officers, partners, employees and agents fully indemnified from and against all actions, demands, costs (on a fully indemnity basis), losses, penalties, damages, liability, claims and expenses (including but not limited to legal fees) whatsoever arising from your breach of the Contract, your use or misuse of the Services, any claims by third parties as to ownership or other rights to use a Domain Name where one has been registered by or transferred to Sarah Hayes at your request or arising in any way by the Client infringing (whether innocently or knowingly) third party rights (including without limit intellectual property rights).
14. DISCLAIMER
14.1. Nothing in the Contract or these Conditions shall exclude or limit the liability of Sarah Hayes for death or personal injury resulting from its negligence or fraudulent misrepresentation nor affect the statutory rights of consumers.
14.2. To the fullest extent permitted by law the Site and its contents is provided by Sarah Hayes on an "as is" and "as available" basis and no representations or warranties (expressed or implied) of any kind are made (and they are expressly disclaimed) with respect to the Services, the Site or its contents including, without limit, warranties of merchantability and fitness for a particular purpose. Further, Sarah Hayes does not represent or warrant that: (i) the Services will meet your requirements; (ii) the Services will be uninterrupted, timely, secure, or error-free; (iii) any results obtained from using the Services will be accurate, complete or current.
14.3. You acknowledge that the allocation of risk in this contract reflects the price paid for the Services and that it is not within the control of Sarah Hayes how or for what purposes the Services are used. If any exclusion in this license is held to be invalid and Sarah Hayes becomes liable for loss or damage that may lawfully be limited then such liability shall be limited to the amount paid by you for the Services.
14.4. Sarah Hayes shall have no liability to the Client for any loss arising from any material, data or instructions supplied whether digitally or otherwise by the Client or on its behalf which is incomplete, inaccurate, illegible, out of sequence or in the wrong form or arising from late arrival or non-arrival or any other fault by the Client or on its behalf.
14.5. Sarah Hayes is not responsible for any delay, malfunction, non performance and/or other degradation of performance of any of the Services caused by or resulting from any alteration, modification and/or amendments due to changes and specifications requested or implemented by the Client whether or not beyond the Services already supplied. Sarah Hayes reserves the right to raise additional charges for any work so arising.
14.6. If any Services are or become unavailable then Sarah Hayes will use reasonable endeavours to repair and reinstate the service within 24 hours of detection depending on the severity of the failure. If failure is caused by the Client or any agent of the Client to whom access to Servers was given then the Client shall pay all costs to reinstate and/or repair the Server. Where such unavailability is due to the negligent failure of Sarah Hayes to deal with circumstances within its control and is for more than a total of 24 hours in any 30 day period or for any 6 consecutive hour period then Sarah Hayes will at its discretion either pay to you compensation limited to a refund of the fee paid by you for the unavailable Services or provide you with a credit up to the same amount.
14.7. Neither Sarah Hayes nor anyone else who has been involved in the creation, production or supply of the Services shall be liable to the Client or any other person for any loss in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever and whatever the cause thereof by reason of or in connection with the Contract or the Services for any:
14.7.1. economic loss of any kind whatsoever, or
14.7.2. loss of profit, business contracts, revenues or anticipated savings, or
14.7.3. damage to the Client's reputation or goodwill, or
14.7.4. loss resulting from any claim made by any third party, or
14.7.5. special, indirect or consequential loss or damage of any nature whatsoever, and the Client shall indemnify Sarah Hayes from and against any claim which may be made against Sarah Hayes in respect thereof. Some jurisdictions do not allow the exclusion or limitation of implied warranties or of liability for consequential or incidental damages and therefore the above may not apply to you.
14.8. If Sarah Hayes is prevented or delayed in or from performing any of its obligations under the Conditions or the Contract due to circumstances beyond its control such as but not limited to governmental acts, war, riots, strikes or trade disputes (including by and with our own employees), technical failure, general availability of the Internet, power failure, communications failure, weather, flood, fire or explosion, natural or local emergency Sarah Hayes shall not be liable for this.
15. Confidentiality
15.1. All confidential information of either party or of any of its customers disclosed to or discovered by the other as a result of the provision of the Services shall be regarded as disclosed in confidence and shall only be used in connection with the performance of its obligations under the Contract and not be passed on to third party and/or in any way be made use of at any time either during or after the termination of the Contract save with consent of the other or which comes into the public domain (otherwise than through the unauthorised disclosure by the other).
15.2. The Client shall promptly notify Sarah Hayes if it becomes aware of a breach of confidence in relation to the Services and/or the Contract and shall give Sarah Hayes all reasonable assistance in connection with any proceedings Sarah Hayes may institute against a third party at Sarah Hayes’s expense. Sarah Hayes may be required, in the course of maintaining domain names to provide registrars with current registrant information.
16. Privacy
16.1. For quality control purposes your telephone conversations with Sarah Hayes staff may be recorded from time to time.
16.2. The information you provide to us will be stored on computer. We are committed to protecting your privacy. We and any of our associated companies may use the information you provide us to provide a more personalised service and to tell you about changes in our and their service or any new services which we think you will find valuable. If you object to any of these uses at any time, then please inform us by writing to Sarah Hayes at the address set out in the "contact us" section at the Site. We may also use such information where and to the extent of any requirement to comply with any applicable law, legal process or to enforce any of these Conditions.
16.3. We will not monitor, edit or disclose the content's of any private communications transmitted via the Servers unless required to do so by law or in the good faith belief that such action is necessary to conform or comply with applicable law, to protect and defend the rights and/or property of Sarah Hayes or to protect the personal safety of any of our clients or the public.
17. Cookies
17.1. Cookies are bits of electronic information that a web site can transfer to your hard drive to help tailor and keep records of your visit to the Site. Cookies allow us to better customise visits to the Site to your individual preferences, helping us provide you with the best possible service on our Site. Most major web sites use cookies and their use is standard on the Internet. Most Internet browsers automatically accept cookies but you can change your settings so that you are notified whenever you are sent a cookie.
18. Termination
18.1. The Contract may be terminated:
18.1.1. immediately by Sarah Hayes if the Client fails to pay any sums due hereunder within 14 days of their due date;
18.1.2. immediately by either party to the other if the other commits any material breach of any these conditions and which (in the case of a breach capable of being remedied) has not been remedied within a reasonable time period as may be specified in a formal request in writing or by electronic email to remedy the same;
18.1.3. immediately by written notice from Sarah Hayes if the Client commits any material breach of any these conditions which may impact the Services or Servers of Sarah Hayes or the ability of Sarah Hayes to provide the services;
18.1.4. immediately by either party if the other shall convene a meeting with its creditors or if a proposal shall be made for a voluntary arrangement within part 1 of the Insolvency Act 1986 or a proposal for any other composition scheme of arrangement with (or the assignment for the benefit of) its creditors or if the other shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or if a trustee receiver or administrative receiver or similar officer is appointed in respect of all or any of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or any other steps are taken for the winding up or the making of an administrative order (otherwise than for the purposes of a solvent amalgamation or reconstruction).
18.2. In the event that Sarah Hayes is entitled to terminate the Contract for any reason then it shall in the alternative at its sole discretion be entitled to suspend the Services for such period as Sarah Hayes shall determine.
18.3. Upon termination or expiry of the Contract all amounts payable by the Client to Sarah Hayes shall become immediately due and Sarah Hayes shall be entitled to immediately cease the provision of the Services.
19. Foreign jurisdictions
19.1. The Site may contain references or cross references to services that are not available in every country. We do not represent that all Services and content , materials and services on the Site are appropriate or available for use in all geographic locations, and accessing such from certain locations may be illegal and prohibited. Your access to the content, materials and services on the Site from such locations is at your own initiative and we are not responsible for your compliance with local laws or other applicable laws. You will not access the foregoing if prohibited by law.
19.2. Any translation of these Conditions into a language other than English is for the convenience of the Client only and it is agreed that the English language version of these Conditions at http://www.sarahhayes.co.uk shall be relied on by the parties and shall prevail in the event of any differences.
20. Service level
20.1. The Customer can apply for service credits for service disruptions or failures in accordance with Schedule 1. This shall be the sole remedy available to the Customer for service disruptions or failures.
21. Miscellaneous
21.1. Any failure or delay by either party in exercising any rights or remedy will not constitute a waiver.
21.2. Any notice or other communication to be given by a party under this Agreement must be in writing and must be given by delivery at or sending by first class post or by E-mail or facsimile transmission to the last known postal, E-mail address or relevant telecommunications number of the other party. Notices shall be deemed to have been received when in the ordinary course of the means of transmission it would be received by the addressee. To prove the giving of a notice it shall be sufficient to show it was despatched. A notice shall have been effect from the sooner of its actual or deemed receipt by the addressee.
21.3. Any termination of this Agreement shall be without prejudice to any other rights or remedies which a party may be entitled to hereunder or at law and shall not effect any previous rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into continue in force upon or after such termination.
21.4. If any provision of these Conditions is held by any competent authority to be unlawful, invalid or unenforceable in whole or in part then the provision shall be deemed to be severable from the remaining provisions and shall not affect their validity or enforceability.
21.5. Your use of this Site and the Contract will be governed by English Law and will be deemed to have occurred and been made in England. If you have any disputes with us or any other aspect of the Site then these will be exclusively resolved in the English Courts.
21.6. The Client shall not share, re-sell or attempt to share or re-sell the Services, transfer or attempt to transfer this Contract or permit any third party to use and/or access any of the for any purpose without prior consent of Sarah Hayes.
|
Contact Us