1.1 This document outlines the terms which we, LocalWeb ltd, will provide services to you, the customer. LocalWeb has a commitment to using Plain English, meaning we intend to keep these Terms and Conditions clear and avoid jargon and technical terms wherever possible. If you have any questions, please get in touch and we will clarify.
1.2 In these Terms and Conditions, which will form part of our Contract together, the following terms have the following meanings:
“Agreement” or “Contract“ means the Service Description, the Service Pricing, the Confirmation of Order and the Terms;
“Amendment” means a small and simple change to your website (as determined by us);
“Business Day” means a day other than a Sunday, or a day which is generally recognised as a public holiday in the United Kingdom;
“Charges” means the fees payable by you for the Services we are performing
“Confirmation of Order” means the document, webpage or electronic communication that we issue to you to confirm our acceptance of your Order;
“Content” means all content, including, without limitation, any and all text, graphics, visual and audio content including text, code, graphics, images, logos, photographs, sounds, music, video, animation, characterization, URLs, trademarks, data, media and other content in any form constituting or intended to be part of the Service we provide
“Custom Design” means a bespoke design service offered over and above Design service which is included with your LocalWeb purchase, and includes (but is not limited to), design of additional web pages and content;
“Database” means an electronic database in which details relating to you or Marketing Services may be stored for the purposes of our providing the Services;
“Design” means the standard design service included with your LocalWeb purchase;
“Domain Name” means an internet domain name that is registered through a Registry;
“Event Outside Our Control” means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, epidemic or other natural disaster, or failure of public or private telecommunications networks;
“ICANN” means the Internet Corporation for Assigned Names and Numbers;
“IPRs” and “Intellectual Property Rights” means all (a) copyrights, patents, rights in trademarks, design rights, database rights, rights in know-how, trade secrets, service marks, domain names and rights in confidential information (whether registered or unregistered); (b) applications for registration, and the right to apply for registration, renewal, extension, division or reissue, for any of the rights listed in (a); and (c) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world;
“Laws” means laws, regulations, rules, orders, codes of practice or other requirements of governmental or regulatory bodies with authority existing anywhere in the world;
“Order” means your order for the Services
“Our Content” means all Content that we create, publish or otherwise use in connection with providing the Services, including any Content that we create on your behalf or license from third parties;
“Our Data” means any and all data relating to the Services or their use by you or anyone else, including data about the transactions processed through your use of the Services and any other data identified as “Our Data” in the Terms;
“Our Representatives” means our affiliates and any employee, partner, agent, contractor, service provider, licensor or other representative of us or of our affiliates;
“Personal Data” means any data which is about a person who is or may, using reasonable measures, be identified from that data;
“Register” means a Domain Name register, which is managed by a Registry, which lists Domain Names along with registered owner details;
“Registry” means any of the Domain Name registries or registrars, which is run under the rules of ICANN. For the purposes of the Terms, any Registry shall be treated as one of Our Representatives;
“Service Pricing” means the pricing information for a Service made available by us (including via our Websites) from time to time;
“Service Year” means a period of twelve (12) Service Months;
“Us” “Our Group” means Local Web Uk Limited, a company incorporated in England with registered number 10599083 and having its registered office at 25 Hill St, Mayfair, London, United Kingdom, W1J 5LW and “we” and “our” has a corresponding meaning;
“You” means the person, company or other organisation (named on the Order as the customer) who offers to purchase one or more Services or a person, company or other organisation who or which enters into the Agreement with us for the provision of Services, and “Your” shall have a corresponding meaning to “you”;
“Your Content” means all Content that you or your employees, agents and contractors create, upload, publish or otherwise provide or use in connection with your use of the Services;
“Your Data” means any data that you give to us or let us access about you, your business, your actual or prospective customers or the products and services that you sell and any other data identified as “Your Data” in the Service Terms, but excluding Our Data;
“Your Taxes” means any and all value added, sales, use, excise, import, export and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement or the offer or sale of the goods and services that you advertise or sell through, or in connection with, the Services.
2 FORMATION OF THE CONTRACT
2.1 the Contract shall be deemed to have been formed on the conclusion of the Telephone Call. Should you fail to cancel this agreement in accordance this agreement will be deemed to have been accepted by both parties and both parties will be bound by the provisions of the Contract.
2.2 If there is any doubt or conflict when reading the Contract, the order of priority is the Quotation in the first instance, followed by any addition to the Quotation and lastly these Terms and Conditions.
- The Services that We Offer
3.1 Descriptions of most of our Services are on the Website www.local-web.co.uk. In addition, our Sales Team will also be pleased to discuss any further bespoke Services that you may require. Subject to our acceptance of your Order, and your continued compliance with these Conditions, we will provide the Services specified in your Order in accordance with these Conditions and the Product Description, using our reasonable skill and care at all times. We may use agents and/or sub-contractors to perform the Services on our behalf where we deem it appropriate to do so.
3.2 In pursuance of Our policy of continuing service improvements we reserve the right to alter the look, feel, style, facilities and functionality of any of our Services and the Website at any time without giving you prior notice but in doing so we will endeavour not to materially diminish the overall functionality and value of the Services. Accordingly, the Product Description is subject to change from time to time.
3.3 You accept that we cannot guarantee that the Services on the website www.local-web.co.uk in all respects are visible in all browsers and versions of these browsers. We will use our reasonable endeavours to ensure that the Services are visible in the most commonly used version of Internet Explorer.
3.4 We may at any time either change, replace or delete these Conditions or include new terms.
4.1 Subject to these Clauses, you shall:
4.1.1 pay our Charges for each Service you have ordered in accordance;
4.1.2 supply us with an accurate and valid business name;
4.1.3 supply us with a valid business address;
4.1.4 provide to us any Content and relevant information that we require from you;
4.1.5 where the nature of a Service requires your periodic attention, including without limitation file clearing and maintenance to your own computer hardware or systems to receive or maintain that Service, perform and take such appropriate steps;
4.1.6 even where we create the final content for you, ensure that all Content provided to us by you is legal, decent, honest and truthful, and complies with: (i) The British Code of Advertising, Sales Promotion and Direct Marketing; (ii) any and all guidance, codes or other regulations made available by any competent authority having jurisdiction over or responsibility for the regulation of advertising, including, without limitation, Ofcom, PhonepayPlus, or the Advertising Standards Authority;
4.1.7 even where we create the final content for you, ensure that all Content provided to us complies in all respects with the provisions of all statutes and statutory instruments applicable to any Marketing Services intended for display on a Service, (including without limitation) the Consumer Protection from Unfair Trading Regulations 2008, The Business Protection from Misleading Marketing Regulations 2008, the Trade Description Act 1968, the Consumer Credit Act 1974, Local Government (Miscellaneous Provisions) Act 1976, the Surrogacy Arrangements Act 1985, FSMA, FSMA (Financial Promotion) Order 2005 and the CCAR;
4.1.8 ensure that all and any requests for Amendments to your Marketing Services are made to us in writing on your own business stationery (communications sent using corporate email accounts are acceptable), via our sales representative or in the manner specified in the applicable Product Description. We do not accept any liability or responsibility for failure to action a request for Amendment where such request is, in our reasonable opinion, garbled, indecipherable, unclear or has not been received by us;
4.1.9 supply all Content in a suitable format as specified on our website; and
4.1.10 ensure that all electronic files have been produced using properly licensed software and are free from Malware;
4.1.11 ensure that the business operated by you in connection with which you make use of the Services is operated in accordance with all applicable laws and that you have in place all relevant permissions, licences and consents;
4.1.12 ensure that where any Content provided by you relates to a third party, that you have the express consent of that third party to submit the Content for publication;
4.1.13 ensure that where you provide, or give permission to display images as part of the Content, that you are the legal owner or licensee of such images;
4.1.14 ensure that no Content or conduct of you, your agents or employees shall amount to unlawful discrimination whether in respect of sex, race, age, disability sexual orientation or religion and belief or otherwise; and
4.1.15 even where we create the final content for you, ensure that all Content and Proprietary Material does not contain any data that is infringing, obscene, threatening, libellous, defamatory, tortious or otherwise harmful to third parties, including but not limited to content or material harmful to children or which violates third party privacy or proprietary rights.
4.2 If your activities, conduct, advertising or promotion fall within the Financial Services Regulatory Regime, (and you are solely responsible for so determining) you must confirm to us that you have complied with all applicable legislation, rules and Codes of Practice.
4.3 Under no circumstances shall we have any responsibility for ensuring the compliance of your Marketing Services with all relevant regulatory regimes and, without prejudice to any other provision of these Clauses, you shall indemnify us without limit for any failure by you so to do.
5.MARKETING SERVICES AND AMENDMENTS
5.1 The nature of any Services depends on the Services you have ordered.
5.2 Amendments may only be made in some circumstances. In any event, we do not accept any liability or responsibility for failure to action a request for Amendment where such request is, in our reasonable opinion, garbled, indecipherable, unclear or has not been received by us.
5.3 Even where we create the Services for you, your attention is drawn to your responsibilities under Clause 4 above. In addition, where you have provided us with a brief or instruction for the development of Created Material as part of a Service it is your obligation to ensure that the Services incorporating the Created Material do not and will not during the term infringe, contravene or otherwise impair the rights of any third party and will not contain any data that is infringing, obscene, threatening, libellous, defamatory, tortious or otherwise harmful to third parties, including but not limited to content or material harmful to children or which violates third party privacy or proprietary rights. You are solely responsible for all your advertised services and products.
5.4 We reserve the right to delete any material from Services where we have reasonable grounds to believe that the owner or controller of such material or business has withheld or withdrawn permission for your use of the same. In these circumstances, deletion shall not be deemed to be a breach of our obligations under the Contract.
5.5 You agree that we may include any trademark or brand belonging to you and specified by you in the Services Order.
5.6 You acknowledge that we cannot guarantee any specific positioning for Marketing Services or any leads from or responses to such Services. You acknowledge that our past performance is not indicative of any future results you may experience.
5.7 We may, where relevant, investigate your online activities, account and any Services Order that you place with us, for click-fraud or other such invalid click activity. You undertake to provide us with reasonable assistance in all such matters.
5.8 You grant us and any Suppliers permission to utilise an automated software programme to retrieve and analyse websites associated with the Service to enable the evaluation of Services quality and serving purposes.
5.9 We work with Suppliers to publish and make Services available as part of the relevant Services ordered by you. In this respect you acknowledge that:
5.9.1 we may not be able to provide any Services in certain circumstances where you do not meet the relevant criteria of a relevant Supplier;
5.9.2 we do not have any control or exercise influence over a Supplier‟s own services;
5.9.3 the positioning of Services may be at the sole discretion of the Supplier and we may have to make modifications to Services where such modifications are required by the Supplier in order to fulfil the relevant service;
5.9.4 the same target audience may be offered to more than one advertiser;
5.9.5 we shall have the right at any time to reject, or remove any Services or Content for any or no reason. In addition, we may modify the size and/or format of Services (i) to the extent reasonably required to comply with the technical specifications and/or policies related to any Supplier (including without limitation modifying image Marketing Services in the manner set out in this Contract); and/or (ii) where you have authorised us to optimise campaign performance generally;
5.9.6 submission of the Services to Suppliers can take time for inclusion;
5.9.7 a Supplier’s service may cease or change from time to time due to mergers, acquisitions, winding up or other similar events; and
5.9.8 our Suppliers will not be responsible for, or have any liability to you in connection with, any use or misuse of Content, Proprietary Material or Created Material. You understand that such events are beyond our control and agree that we will not have any liability to you for the impacts that these may have.
6.1 By placing an order with Local Web ltd you are committed to payment in full and accept these terms and conditions in respect of your chosen service.
6.2 Payments can be made by credit or debit card in advance. Any other form of payment must be agreed by prior arrangement. All charges for Services ordered via telephone or online are payable in advance to Local Web ltd via our payment provider.
6.3. Payment for Services will be arranged and agreed during the Telephone Call. Where this is not done, no Services will be provided until cleared payment has been received in accordance with Clause 6.7 and no credit facility will be offered by us.
6.4 We shall send you financial statements by e-mail. You are responsible for accessing your Online Account and checking your statements.
6.5 Charges are in Pound Sterling (£) exclusive of VAT which, if payable, will be added to your invoice and which you must pay in addition.
6.6 All credit and debit card payments for monthly terms will continue automatically until you choose to end the campaign.
6.7 Payment shall mean the receipt by us at our principal place of business (or elsewhere as we may direct) of a single or recurring credit/debit card payment or by way of a Direct Debit from your bank account to our bank account.
6.8 If a reduction is shown in respect of a promotional offer on a Services Order and you continue to meet all the terms of eligibility relating to that promotional offer then the Charges shall be reduced by the amount shown but not otherwise. Terms of eligibility of promotional offers will be made available on request.
7.LIMITATION OF LIABILITY
7.1 You acknowledge and agree that computer and telecommunications systems are not uninterrupted or fault free and we do not make any representation or warranty in relation to such systems. You further acknowledge and agree that occasional periods of downtime for repair, maintenance and upgrading may be required and we cannot therefore guarantee uninterrupted provision of Services. We will take all commercially reasonable steps to minimise any such periods of interruption or non-availability.
7.2 You acknowledge and agree that we make no warranty and give no representation of any kind in relation to Third Party Data and we accept no responsibility or liability for inaccuracy in or arising out of Third Party Data.
7.3 You acknowledge and agree that we accept no responsibility or liability in respect of the Supplier in connection with any use or misuse of Content, Proprietary Material or Created Material.
7.3 Nothing in the Contract shall limit or exclude liability in respect of death or personal injury caused by negligence or fraudulent misrepresentation.
7.4 Save as provided in this Clause 7, we shall not be liable, to the maximum extent permitted by applicable law, for any of the following losses or damage (whether arising in contract, tort (including negligence) strict liability, or otherwise, and whether such losses or damage were foreseen, foreseeable, known or otherwise):
7.4.1 loss of revenue;
7.4.2 loss of actual or anticipated profits (including for loss of profits on contracts);
7.4.3 loss of anticipated savings;
7.4.4 loss of business;
7.4.5 loss of opportunity;
7.4.6 loss of goodwill;
7.4.7 loss of reputation;
7.4.8 loss of, damage to or corruption of data or software;
7.4.9 wasted expenditure; or
7.4.10 any indirect or consequential loss or damage (including, for the avoidance of doubt, where such loss or damage is of the type specified in Clauses 7.4.1 to 7.4.9).
7.5 Save as provided in Clause 7.3, our entire liability under the Contract shall not exceed the total Charges paid by you for the Service that is the subject of the claim.
7.6 All conditions and warranties stated in the Contract shall replace all other conditions, warranties or other terms concerning the supply or purported supply of, failure to supply or delay in supplying the Services which but for this Clause 7.6 have effect between us and you or would otherwise be implied into or incorporated into the Contract, whether by statute, common law or otherwise, all of which shall be excluded to the maximum extent permitted by law (including, without limitation, the implied conditions, or warranties).
7.7 Save as provided in Clause 7.3, if we make an error in, or omission of or from Content we provide to you (provided that such error or omission does not arise as a result of a failure by you to comply with your obligations under the Contract), we will correct this as soon as reasonably practicable upon receipt of written notification and without charge to you. Further, we may reduce the Charges for such Service as is fair and reasonable having regard to the nature of the error or omission or extend the duration of the Contract without charge to you. Save as provided above, this represents the full extent of our liability to you in respect of errors in or omissions from Marketing Services.
8.INDEMNITIES You will at all times and on demand fully indemnify us and keep us fully indemnified from and against any losses, and/or liabilities in relation to any proceedings, claims, demands, damages, fines, costs, expenses and charges, which are incurred or suffered by us or our employees or agents arising out of your conduct, including, but not limited to, any breach of the Contract and claims threatened or made against us arising as a result of your non-compliance with any of your representations, warranties or obligations set out in the Contract, including without limitation any breach by us of any contract we have with a Supplier which results from any act or omission by you.
9.CHANGES TO THE SERVICES
9.1 We are committed to the constant improvement of our products and services. Notwithstanding our right to suspend or terminate the Services in accordance with Clauses 10 and 12, we may modify any of the Services from time to time without prior notice but in so doing we will try not to diminish the value and utility of the Services to any material degree. If we consider, acting reasonably, that such modification is likely to have a serious detrimental effect on your financial position, we will notify you of such modification and you shall have the option to:
9.1.1 agree to the modification and continue to receive the Services; or
9.1.2 terminate the Services and you will be entitled to a report of that part of any Charges you have already paid to us and which relates to a period after the date that the Services have terminated.
9.2 We may from time to time amend these Clauses. The updated version of the Clauses will be made available on our website together with their effective date. You agree to visit our website regularly to find out about any changes. If you do not agree with any legal change to these Clauses you may notify us in writing within fourteen (14) days of the date of the notice being posted on our website to terminate the Contract, and thereafter, we will give you a proportionate refund of the Charges for the remaining period.
- SUSPENSION OF THE SERVICES
10.1 Without prejudice to any other rights we may have, we may suspend the Services in whole or part, and without notice, in circumstances where:
10.1.1 we (in our sole discretion) consider any content provided by you or other material (including without limitation a weblink or your linked website) is unlawful, misleading, offensive, prejudicial or inflammatory; is likely to expose us to claims or liability, lead us into prosecution, criticism, or disrepute or cause us embarrassment; infringes our rights or the rights of third parties or does not comply with our then current advertising guidelines and policies or if the display of such content or other material does or would, in our reasonable opinion, be likely to mislead, offend, or disadvantage a User or otherwise misrepresents the nature of the goods or service being advertised or the place or places from which you conduct business; or
10.1.2 you fail to pay our Charges in accordance with Clause 6; or
10.1.3 we have reasonable grounds to believe that the owner of any IPRs within the Content of your Services or material has withheld, withdrawn or failed to give his permission for your use of the same.
10.2 Any period during which we may suspend the Services will continue until the circumstances giving rise to our right to suspend the Services ceases to subsist or until the Contract is terminated in accordance with Clause 12.
10.3 In the event we take action under Clauses 10.1.1 to 10.1.3, you will continue to be obliged to pay any Charges owing or that arise during the period when the Service is suspended.
- GENERAL WARRANTY AND GRANT OF RIGHTS
11.1 Without prejudice to your other rights and obligations, you represent, warrant and undertake throughout the term of the Contract that:
11.1.1 you have and will continue to have the authority to enter into the Contract and to perform your obligations in accordance with it; you are acting and shall act in a business capacity on behalf of your business and not as an individual or as a consumer;
11.1.3 the Contract is entered into and shall be operated solely for legitimate business activities;
11.1.4 you have obtained and shall continue to hold all rights, permission and consents to enable Our Group to use the Content (including any data or copyright works as referred to in Clause 4) and all IPRs in it, in accordance with these Clauses and;
11.1.4 Content, Proprietary Material and Created Material (even where we create the final content for you) will not contain any data that is infringing, obscene, threatening, libellous, defamatory, tortious or otherwise harmful to third parties, including but not limited to content or material harmful to children or which violates third party privacy or proprietary rights.
11.2 You grant to Our Group, its agents and service providers, for the duration of your Marketing Services, a worldwide, irrevocable, royalty free, fully paid up, transferable, non-exclusive licence (and right to sublicense) to copy, reproduce, use, communicate to the public, publish, distribute, transmit, stream, download, adapt, modify and reformat all such IPRs and Content (including any data, copyright works and any other materials referred to in Clause 4) for the purposes of: 11.2.1 providing the Services to you;
11.2.2 displaying our Services (whether in whole or in part) by any means, and across any media whether now known or invented after the date of the Contract on products, services and information provided by Our Group which may include the display of your Content and IPRs on third party properties and platforms to whom we syndicate or otherwise distribute Services; and
11.2.3 marketing, research and promotional activities.
11.3 We may:
11.3.1 disclose to such persons as we reasonably consider to be the owner of IPRs in Content provided by you, your intention to use such IPRs and you give your irrevocable consent to such disclosure; and
11.3.2 ask you to provide us with suitable documentary evidence that will reasonably satisfy us of your entitlement to make use of IPRs, and to permit us to make use of IPRs on your behalf, and you agree to provide such evidence upon request.
11.4 Nothing in these Clauses provides for any transfer or assignment of ownership of any IPRs.
11.5 You acknowledge that we own all IPRs in our websites or the Database.
11.6 Unless otherwise specified in the applicable Product Description, all IPRs in Created Material, shall be owned by us, whether or not the Created Material is derived or developed from material supplied as Content.
11.7 Ownership of the IPRs in Created Material does not pass to you and you will not be entitled to use Created Material in any form or in any media unless otherwise provided in this Contract.
11.8 Where you have provided us with a brief or instruction for the development of Created Material it is your obligation to ensure that the Content incorporating the Created Material does not and will not during the term infringe, contravene or otherwise impair the rights of any third party, including but not limited to content or material harmful to children or which violates third party privacy or proprietary rights.
12.1 Subject to Clause 12.6, the Customer may terminate these Terms of Business prior to the expiry of the term.
12.2 Without prejudice to Clauses 9 and 10, we may terminate any or all of the Service or part thereof, at any time by providing you not less than fourteen (14) days‟ notice of such termination. In the event of such termination, you will be entitled to a refund of that part of any Charges you have already paid to us and which relates to a period after the date that the Services or part thereof have terminated.
12.3 We may terminate all or part of the Services with immediate effect by giving written notice to you if:
12.3.1 you commit a material breach of any provision of the Contract, or a series of breaches of the Contract which when taken together amount to a material breach of the Contract, provided that in the case of a breach which is capable of remedy you fail to remedy the breach within fourteen (14) days of receiving a written request to do so;
12.3.2 you cease or threaten to cease to carry on the whole or any part of your business or are unable to pay your debts as they fall due;
12.3.3 If you are a limited company, you convene a meeting of your creditors or a resolution is passed or proposed for your voluntary winding up or a petition for your compulsory winding up is presented or proposed; if you are a person, firm or a partnership, you, or any one of you, convene a meeting of your creditors or a resolution is passed or proposed for an individual voluntary arrangement for you or any one of you, or a petition for your, or any one of your, bankruptcy is presented or proposed;
12.3.4 an administrator, receiver, manager or supervisor of a composition or scheme is appointed or applied for by you or any one of you;
12.3.5 you undergo a change in control (other than as a result of reorganisation, amalgamation or reconstruction without insolvency);
12.3.6 you are the subject of a receiving order in bankruptcy (or in Scotland are sequestrated or in Northern Ireland are adjudicated bankrupt) or suffer execution, distress, any form of diligence or seizure to be levied or effected on or against your premises, assets or effects;
12.3.7 we suffer from any event or circumstance which is beyond our reasonable control or which we could not reasonably be expected to have taken into account at the date of the Contract, and which results in or causes our failure to perform any or all of our obligations under the Contract; or
12.3.8 you provide an address (including a branch address) or business name that is not a genuine trading address or a genuine business name, as the case may be.
12.4 Where Services are made available to you on a try-before-you-buy basis, you are entitled to terminate those specific Services upon giving notice to us on or before the opt out date applicable to those Services. The opt out date will be stated on your Services Order.
12.5 Where one or more Services are made available to you on a monthly rolling basis, the term of the contract is indefinite, but you are entitled to cancel those specific Marketing Services at any time upon giving notice to us. You must give us notice by contacting our customer services team during Business Hours on our phone number or emailing us on email@example.com quoting your customer number. Provided that you give us notice at least thirty (30) days prior to the end of a Service Month, we will cancel your Services at the end of that notice period. If you give less than thirty (30) days’ notice, we will cancel your Services at the end of the next Service Month.
12.6 If the Customer terminates these Terms of Business pursuant to Clause 12.1 above or Local Web ltd terminates the Terms of Business pursuant to Clause 12.2 above, any outstanding charges and/or fees shall become immediately due and payable and the Customer shall, without prejudice to any claim for damages by Local Web ltd for any breach of these Terms of Business, pay to Local Web ltd and Local Web ltd shall receive payment of the Admin Fee, the Domain Transfer Fee (if applicable), the Charges to end of the month or of any other specified minimum term and any other outstanding Charges.
- EFFECT OF TERMINATION
13.1 Upon expiration or termination of this Contract for any reason: (i) the Services Specification sets out any specific Service-related consequences that will apply; and (ii) any other provisions which expressly or by implication have effect after termination shall continue in full force and effect notwithstanding termination of the Contract.
13.2 Expiry or termination of this Contract, in part or in whole, shall not limit either party from pursuing other remedies available to it, nor shall you be relieved of your obligation to pay all fees which have accrued or are otherwise owed under this Contract.
14.1 You shall not assign or otherwise dispose of all or any of your rights or obligations under the Contract without obtaining our prior written consent.
14.2 Failure of either party to assert its rights in relation to any breach of the Contract shall not constitute a waiver of such rights, nor will any such waiver be implied.
14.3 Each provision of these Clauses shall be construed separately and shall be severable from these Clauses. If any provision of these Clauses (or portion thereof) is invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of these Clauses will not be affected or impaired.
14.4 The headings of these Clauses are for convenience only.
14.5 Any communication to be given in connection with the matters contemplated by the Contract shall, except where expressly provided otherwise, be in writing sent for the attention of the person, and to the address, email address or fax number, specified on the Services Order (or such other address, email address, fax number or person as the relevant party may notify to the other party) and shall either be delivered by hand, sent by first class pre-paid recorded post or by email. Delivery by courier shall be regarded as delivery by hand. Any notices served under the Contract shall be deemed to have been served as follows:
14.5.1 if personally delivered to the registered office of one of the parties, on delivery;
14.5.2 if sent by first class pre-paid recorded post, forty eight (48) hours after the same was delivered to the postal authorities; and
14.5.3 if sent by email, when sent (unless an “undelivered” report is returned to the sender within twenty four (24) hours of sending).
14.6 Each party agrees that in entering into the Contract it has not relied on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to the Contract or not) other than as expressly set out in the Contract for which its sole remedy shall be for breach of contract under the terms of the Contract. Nothing in this Clause shall, however, operate to limit or exclude any liability for fraud.
14.7 A person who is not a party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. We contract in our own name, on our own behalf and for the benefit of all other members of Our Group. Each member of Our Group shall be entitled to enforce the terms of this Contract in its own right.
14.8 The Contract constitutes the entire agreement between you and us with respect to the subject matter hereof, and supersedes all prior discussions, agreement or understanding between you and us.
14.9 We may disclose to third parties any address at which you conduct business and which is known to us, whether or not the same is displayed in our Services. You consent to such disclosure.
14.10 At our sole discretion we may accept requests to process Services Orders by electronic means and other technologies (whether now known or invented in future) provided always that you fully comply with our guidance and instructions applicable to those processes. We are neither liable to you, nor responsible for: (1) incomplete, lost, garbled, or misdirected Services Orders; or (2) your failure to fully comply with guidance and instructions issued by us.
15.1 Both parties agree to keep confidential and not to use (other than for the purposes for which it was disclosed) any Confidential Information of the other.
15.2 Clause 15.1 does not apply to the extent that:
15.2.1 the receiving party can demonstrate by documentary evidence that the Confidential Information was lawfully in its possession prior to its disclosure by the disclosing party;
15.2.2 the Confidential Information enters the public domain through no fault of the receiving party, its employees, agents or representatives;
15.2.3 the Confidential Information is ordered to be disclosed by a competent court or authority.
15.3 The parties agree only to disclose Confidential Information of the other to such of their employees, agents and representatives as reasonably require same and only on condition that each of said employees, agents and representatives are effectively bound by identical duties of confidentiality and non use as those undertaken by the parties in Clause 16.1 above.
- FORCE MAJEURE We shall have no liability to you if we are prevented from or delayed in performing our obligations or from carrying on our business (including, but not restricted to, making any website available online) by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service, telecommunications service or transport network, act of nature, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
- WAIVER A waiver of any right under these terms and conditions is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
- GOVERNING LAW AND JURISDICTION The Contract is made and, subject as aforementioned, shall be subject to the laws of England and the parties submit to the exclusive jurisdiction of the Courts of England and Wales. Where you are situated in Ireland, the Contract shall be subject to the laws of Ireland and the parties submit to the jurisdiction of the Irish Courts.
19 Domain Name Services
19.1 Our Domain Name Services include, without limit, domain name registration and hosting. From time to time additional Services may be added, or Services may be removed.
19.2 We will register a domain name of your choice with a domain name extension “.co.uk”; “.org.uk”; “.ltd.uk” (subject to meeting Nominet’s requirements); “.plc.uk” (subject to meeting Nominet’s requirements); “.com”; “.org”; “.net”; “.biz”; or “.info”; (“your Domain Name”), host your Domain Name, connect your Domain Name to your web pages hosted by us (Local Web) and pay the initial administration fees charged by the relevant domain name registry (“Registry”). We will endeavour to complete the registration of your Domain Name within 14 days of your Order but we will not be liable for any failure to do so. In the case of “.uk” domains, we will pay the required fees to Nominet, which for new domain purchases, requires us to pay for two years of registration. For all other domains, we will pay one year’s fees to the appropriate registry. When we register a domain name on your behalf you will be bound by Nominet’s terms and conditions for registration as amended from time to time and available here:
19.3 We will transfer a pre-registered domain to us provided that:
The domain extension must be one from the list set out in clause above;
The domain name must have been registered for more than 60 days at the time of your instruction to us;
The domain name must not be due for renewal in the 21 days following your instruction to us;
You must complete and return our standard transfer form in a manner acceptable to us and the Registry; and
You must follow the steps detailed in our standard transfer form to notify your current host that you wish to transfer the domain to us.
19.4 You warrant that the details submitted by you to us for the purpose of the Domain Name Service are true and correct, and that future editions or alterations to those details will be true and correct.
19.5 Domain names are usually allocated by the Registrar on a first-come, first-served basis. This means that until the registration process is complete, your Domain Name could be registered by any other party. If for this or any other reason your Domain Name is not available, we will contact you to agree a suitable alternative domain name. If our attempts to register your Domain Name are then unsuccessful, we will, upon receipt of your written request, repay to you such element of the Charges paid by you as relate to the registration of the domain name.
19.6 Any domain name that is registered by us is subject to the terms and policies of the Registrar responsible for the domain name that you have purchased. We give no warranty whatsoever that we will be able to secure your Domain Name, that once secured you will be permitted to retain your Domain Name, or that your Domain Name will be free and clear of intellectual property rights and/or any other claim or challenge by third parties (including without limit, rights and/or claims in relation to registered and unregistered trademarks).
19.7 We reserve the right to disclose to a Registry such of your details as may be required to complete the registration of your Domain Name. You acknowledge that the data that we provide to the Registrar is “personal data” for the purposes of data protection and legislation and that subsequently that the Registry may allow other organisations and members of the public to access such data about you.
19.8 You acknowledge and accept that we will be acting as your agent for the purposes of registering your Domain Name. You hereby appoint us as your agent for such purposes, and specifically give us your consent to enter into a legally binding contract in your name with the Registrar subject to the Registrar’s standard terms and conditions.
19.9. From time to time the server on which your domain is hosted or its connection to the Internet may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) maintenance procedures or repairs which may need to be undertaken; or (iii) causes beyond our control or which we cannot reasonably foresee. We will endeavour to ensure that your website is available at all times, but you acknowledge that computer and telecommunications systems are not error free and that we will not be liable to you or any other person for loss of revenue or earnings or any other loss that you suffer as a result of your website being unavailable or inaccessible.