1.1 In this Contract unless the context otherwise requires:
“net.works” means Miss Jay Taylor trading
as net.works Website Design;
“Contract” means these conditions, the Price
List and the Order Form;
“Customer” means the person named as such
on the Order Form and anyone reasonably appearing to net.works to
be acting with that Customer’s authority or permission;
“Domain Name” means a name registered with
an Internet registration authority for use as part of the Customer’s
URL;
“Information” means the visual, textual
or other information published or otherwise made available (directly
or indirectly) on the Internet using the Service; “Internet” means
the global data network comprising interconnected networks using
TCP/IP (“Transmission Control Protocol/Internet Protocol”);
“Internet Standards” means the protocols and
standards defined in Internet documents RFC 1009, 1122, 1123 and
1250 and any future such protocols and standards as applicable;
“Price List” means the schedule of charges
for the Service, copies of which can be obtained from net.works’
offices (or any alternative address which net.works notifies to
the Customer at any time).
“Order Form” means the net.works registration
form identifying the Service required by the Customer;
“Service” means the service known as
net.works Website design, comprising the provision of design and
build services for publication on the World Wide Web and, where
applicable, any other services and facilities provided by net.works
for the Customer in connection with the Service;
“Third Party Information” means any visual, textual
or other information not owned or generated by the Customer published
on the web site established by the Customer on the Internet using
the Service; “URL” means a uniform resource locator, which is the
full address for the Customer’s web site on the World Wide Web and
which incorporates the Customer’s Domain Name.
1.2 The Price List contains explanations
and notes concerning the charges which form part of this contract.
1.3 In the event of any conflict between
the documents forming this Contract, the documents will take the
same order of precedence as those in which they appear in the definition
of Contract in paragraph 1.1.
PROVISION OF THE SERVICE
2.1 net.works
agrees to provide the Customer with the Service on the conditions
of this Contract.
2.2 If the
Service is to be provided by a date specified by the Customer or
net.works, such date shall be treated as an estimate only. net.works
does not accept any liability for any failure to meet the date.
2.3 It is
technically impracticable to provide the Service free of faults
and net.works does not undertake to do so. net.works will correct
reported faults as soon as it reasonably can.
2.4 The Service can
only be used if the Customer has access to the Internet. This Contract
does not include the provision of any telecommunications service for
Internet access.
2.5 The Customer
is responsible for providing a suitable PC, modem, and any other
items of hardware, software and communications equipment necessary
to access the Service.
2.6 Occasionally
net.works may:
2.6.1 for operational reasons change the technical specification
of the Service (provided that it does not materially affect the
performance of the Service);
2.6.2 temporarily
suspend the Service for repair, maintenance or improvement of the
Service but before doing so will give as much on-line, written or
oral notice as is reasonably practicable. net.works will restore Service
as soon as it reasonably can after temporary suspension;
2.6.3 give instructions about the use of the Service which
net.works thinks are reasonably necessary in the interests of health,
safety or the quality of the Service to the Customer or any other
customer.
3. CHARGES
3.1 the Customer agrees to pay all charges for the Service
as specified in the Price List or as agreed with net.works.
3.2 Subject to paragraph 3.3, charges
are payable in advance of pages being uploaded to the Customer’s
URL. Unless net.works notifies the Customer to the contrary, the
Customer’s liability for charges will start from the return of their
completed Order Form to net.works’ offices.
3.3 If the Customer exceeds their agreed
Service requirements as detailed on the Order Form, the Customer
agrees to pay additional charges as specified in the Price List.
3.4 Charges are payable on demand and,
unless the Price List provides otherwise, charges for the Service
are exclusive of any applicable taxes which will be added to the
Customer’s bill at the prevailing rate.
3.5 net.works reserves the right to vary any
of the charges for the Service at any time but will give the Customer
a minimum of 14 days’ notice before the new charges become effective.
4. SECURITY
4.1 The Customer is responsible for the
security and proper use of user names, passwords and security passwords
used in connection with the Service and must take all necessary steps
to ensure that they are kept confidential, used properly and not disclosed
to unauthorised people. The security passwords must not be disclosed
to any third parties.
4.2 The Customer must immediately inform net.works
if there is any reason to believe that a user name, or password
has or is likely to become known to someone not authorised to use
it or is being or is likely to be used in an unauthorised way.
4.3 The Customer may change a password either
online or by contacting net.works and satisfying such security checks
as net.works may operate. net.works reserves the right to suspend
user name and password access to the Customer’s web site if at any
time net.works considers that there is or is likely to be a breach
of security. 4.5 The Customer must immediately inform net.works
of any changes to the Customer’s details, which the Customer supplied
when registering for the Service. 5.USE OF SERVICE
5. USE OF THE SERVICE
5.1 The Customer shall be and shall remain
responsible for the creation, maintenance and design of all Information.
5.2 The Customer warrants that the Information
is accurate and will not include any information or material, any
part of which, or the accessing of which would be a criminal offence
or otherwise unlawful. In particular the Customer warrants that
all necessary licenses and consents (including but not limited to
those from owners of copyrights or performing rights) have been
obtained.
5.3 The Customer warrants that it will comply
with all consumer and other legislation, instructions or guidelines
issued by regulatory authorities, relevant licenses and any other
codes of practice which apply to the Customer or net.works and which
relate to the provision of Information, provided that net.works
has given notice to the Customer of those which only apply to net.works.
5.4 The Service must not be used:
5.4.1 fraudulently or in connection with a criminal
offence;
5.4.2to send, receive, upload, download, use or re-use any Information
or material which is offensive, abusive, defamatory, obscene or menacing,
or in breach of confidence, copyright, privacy or any other rights;
5.4.3in breach of instructions net.works has given under paragraph
2.6.3;
5.4.4 to cause annoyance, inconvenience or needless anxiety;
5.4.5
to send or provide unsolicited advertising or promotional material;
or
5.4.6 other than in accordance with the acceptable use policies of
any connected networks and the Internet Standards.
5.5 The Customer must not use a Domain Name or URL that infringes
the rights of any person in a corresponding trade mark or name, whether
in statute or common law.
5.6 The Customer must ensure that a contact
name, telephone number and electronic or regular mail address are
included in clear and legible form on its web site for receipt of
any enquiries or complaints that may arise in relation to Information,
Third Party Information or other material published on the web site.
net.works reserves the right to disclose to any person with an enquiry
or complaint the contact name, telephone number and electronic mail
address if such person cannot locate these details on the Customer’s
web site.
5.7 If anyone other than the Customer uses the Service with or without
the Customer’s knowledge or approval, net.works can treat the contravention
as a breach by the Customer of paragraph 6 of this Contract.
5.8 The Customer must at all times display on their website a graphic
representation of the net.works logo, with an embedded hyperlink
to the net.works website at www.networksdesign.co.uk
6.CONFIDENTIALITY
6.1 The Customer shall
keep in confidence any information of a confidential nature relating
to the Service obtained from net.works under this Contract and must
not disclose such information to any other person without net.works’
prior written consent, provided that this restriction does not apply
to information which is:
6.1.1 in the public domain
otherwise than in breach of this Contract; 6.1.2 lawfully obtained
from a third party which is free to disclose it;
6.1.3 required to be
disclosed by law or a competent authority;
6.1.4 in the lawful
possession of the Customer prior to disclosure.
6.2 The restrictions in this paragraph shall survive the termination
or expiry of this Contract.
7. BREACHES OF THE CONTRACT
7.1 If:
7.1.1the Customer:
(a) does not pay any charge within 14 (fourteen) days of it falling
due; or
(b) commits a breach of this Contract and if it is possible to remedy,
fails to remedy the breach within a reasonable time of written notice
to do so or if it is not possible to remedy the breach; or
7.1.2net.works believes the Service is being
used in a manner prohibited under paragraph 6 even if the Customer
is unaware that the Service is being used in such a way
net.works can terminate this Contract or suspend
the Service or any part of the Service (or both) without notice, and
claim for the resulting losses or expenses. If net.works suspends
the Service under this paragraph, net.works can refuse to restore
the Service until net.works receives an acceptable assurance from
the Customer that there will be no further breach of this Contract.
7.2 net.works can also terminate this Contract if the Customer is
the subject of a bankruptcy order, or becomes insolvent, or makes
any arrangement or composition with or assignment for the benefit
of its creditors or if any of its assets are the subject of any form
of seizure or goes into liquidation, either voluntary (otherwise than
for reconstruction or amalgamation)or compulsory, or if a receiver
or administrator is appointed over its assets.
7.3On termination under paragraphs 8.1 or 8.2,
the Customer shall pay to net.works all charges which are due for
the Service under this Contract.
7.4The Customer will remain liable to pay all
charges which are due for the Service during any period in which
the Customer does not comply with this Contract.
7.5 If net.works waives a breach of this Contract
by the Customer, that waiver is limited to that particular breach.
net.works’s delay in acting upon a breach is not to be regarded in
itself as a waiver.
8.TERMINATION BY NOTICE
8.1 Either party can terminate this Contract
on giving 14 days' notice to the other party.
8.2 If notice is given under paragraph 9.1,
the Customer shall pay all charges due for the Service up to the
expiry of the notice. If the Customer gives notice, the Customer
must also pay the charges due for any remaining part of the Minimum
Period of Service, unless the Customer has given notice because
net.works intends to change any of the conditions of this Contract
to the Customer’s material detriment.
8.3 If net.works gives notice of termination,
net.works will repay or credit the appropriate proportion of any
charges paid in advance following expiry of the notice period.
8.4 Termination by notice under this paragraph 8 does not avoid
any liability for Service already provided.
9. net.works’ LIABILITY
9.1 net.works’s duty in performing any obligation
under this Contract is only to exercise the reasonable skill and
care of a competent Internet service provider.
9.2 net.works accepts liability for death
or personal injury caused by net.works’ negligence.
9.3The Customer accepts that net.works is under no obligation to
monitor or approve Information and Third Party Information and that
net.works does not examine the use to which customers put the Service.
9.4net.works excludes all liability of
any kind for all material comprising Information or Third Party
Information and is not responsible for the provision or delivery
of any goods and services (including Information) advertised, sold
or otherwise made available by means of the Service.
9.5 net.works is not liable to the Customer either in contract,
tort (including negligence) or otherwise for the acts or omissions
of other providers of telecommunications or Internet services (including
Internet registration authorities) or for faults in or failures
of their equipment. net.works is not liable to the Customer either
in contract, tort (including negligence) or otherwise for loss (whether
direct or indirect) of profits, business or anticipated savings,
or for any indirect or consequential loss whatever.
9.7 net.works’ liability to the Customer either
in contract, tort (including negligence) or otherwise in relation
to this Contract is limited to £50,000 for any one incident or series
of related incidents and £150,000 for all incidents in any period
of 12 months.
9.8 Each provision of paragraph 10 limiting
or excluding liability operates separately. If any part is held
unreasonable or inapplicable in any circumstances the other parts
shall continue to apply.
10. INDEMNITY
The Customer must indemnify net.works against
any claims or legal proceedings that anyone (other than the Customer)
threatens or makes against net.works because of the way the Service
is used or because the Service is faulty or cannot be used.
11.Neither party may assign any rights
or obligations under this Contract without the written consent of
the other.
12. GIVING NOTICE
Notices given under this Contract must be in writing and delivered
by hand, or sent by prepaid post or electronic mail as follows:
12.1 To net.works: to the address shown on
the Order Form, or any alternative address which net.works notifies
to the Customer at any time;
12.2 To the Customer: the address specified
by the Customer when entering into this Contract or any alternative
address which the Customer notifies to net.works at any time.
13. MATTERS BEYOND THE PARTIES’ REASONABLE CONTROL
If either net.works or the Customer is unable
to perform any obligation under this Contract because of a matter
beyond its reasonable control such as lightning, flood, exceptionally
severe weather, fire, explosion, war, civil disorder, industrial
disputes (whether or not involving its employees), or acts of local
or central Government or other competent authorities, it will have
no liability to the other party.
14. DOMAIN NAME REGISTRATION
14.1 The Customer warrants that it is the owner of, or that it is
duly authorized by the owner of, any trade mark or name that it
wishes to register as its Domain Name and use as part of its URL.
If agreed in advance, net.works will undertake Domain Name and URL
registration on behalf of the Customer with the appropriate Internet
registration authorities. The Customer is responsible for paying
all fees to the Internet registration authorities associated with
registration and maintenance of its Domain Name and URL.
14.3 The Customer acknowledges that net.works
cannot guarantee that any Domain Name or URL requested by the Customer
will be available from or approved for use by the Internet registration
authorities.
14.4 net.works reserves the right to require
the Customer to select a replacement Domain Name or URL and may
either refuse to provide or may suspend Service if, in net.works’
opinion, there are reasonable grounds for net.works to believe that
the Domain Name or URL is, or is likely to be, offensive, abusive,
defamatory or obscene or in breach of the provisions of paragraph
5.5. 15.VARIATION OF TERMS AND CONDITIONS
net.works may change the conditions of this Contract at any time
and will give the Customer notice of such changes at least 14 days
before they take effect.
16. ENTIRE AGREEMENT
16.1 This Contract contains the whole agreement
between the parties relating to its subject matter and supersedes
all previous written or oral agreements relating to it.
16.2 The parties acknowledge and agree
that:
16.2.1they have not been induced to enter
into this Contract by any representation, warranty or other assurance
not expressly incorporated into it; and
in connection with this Contract, and except in the case of fraud,
their only rights and remedies in relation to any representation,
warranty or other assurance shall be for breach of the terms of
this Contract and that all other rights and remedies are excluded.
17. LAW
This Contract is governed by the laws of England
and Wales.
It is prohibited to use the service fraudulently
or in connection with a criminal offence; to send, receive, upload,
download, use or re-use any material which is offensive, abusive,
indecent, defamatory, obscene or menacing, or in breach of confidence,
copyright, privacy or any other rights; to cause annoyance, inconvenience
or needless anxiety; or to send unsolicited advertising or promotional
material. Failure to adhere to these rules may result in suspension
of service. net.works allows content owners to take full control over
the content and presentation of material offered over the service.
Consequently, net.works makes no warranty (express or implied) in
relation to any information, goods or services delivered. Should we
have any comments about your site, or have received any enquiries
or complaints about it, we will give the enquirer the first contact
name, telephone number and E-mail address given by you at registration.
To receive any of the Services, the Customer must
accept the following Supplemental Conditions, which are in addition
to the Conditions for net.works (the “Conditions”) and form part of
the Customer’s contract with net.works. Any breach of these Supplemental
Conditions has the same effect as a breach of the Conditions and will
entitle net.works to any remedies available to it for such breach
under the Conditions.
1.LIMITATION OF SCOPE OF WEB SITE DESIGN
SERVICES
The Customer acknowledges that the scope of
the Web Site Design Services is strictly to provide a framework
for the Customer’s net.works Website. The Customer further acknowledges
that in the provision of the Services, net.works does not undertake
to provide consultancy or any other advice in regard to the substantive
content the Customer may choose to place on its Website. The provision
of the substantive content of the website is at all times the Customer’s
sole responsibility (this includes the obligation to provide the
content to net.works or its sub-contractor on a timely basis), and
the Customer accepts all liability arising from or related to such
content.
2. EXCLUSION OF net.works’ LIABILITY FOR
CUSTOMER’S CONTENT
The Customer acknowledges that it is solely
responsible for ensuring that any and all content it places on its
Website complies at all times with the requirements set out in these
Terms and Conditions. net.works reserves the right to refuse to
host material provided to it or its sub-contractor which it reasonably
considers to be in violation of the terms of the Conditions.
3. OBLIGATION TO PAY net.works FOR SERVICES
The Customer understands and acknowledges that
it is obliged to pay net.works for the Services regardless of whether
it signs off the final approval of its Website delivered by net.works.
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