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NWTX standard Terms and Conditions 2002 -2003
All business is transacted in accordance with the following Terms and Conditions.
Definitions
The Seller is NWTX (Netcraft Data LTD t/a), 2A Erwood Street, Warrington, Cheshire, WA2 7NW. The party purchasing services or goods from the Seller is hereinafter referred to as "the Client" "ISP" means the Internet Service Provider which the Seller has appointed on behalf of the Client to provide web server rental, and/ or E-mail services or other Internet services and/ or technical support "Service" or "services" means any web design or origination provided by the Seller, or web or FTP hosting or E-mail provision or any other Internet service made available to the Client by the ISP. ---------------------------------------------------------------- Setting up internet access: please note you will require a computer capable of connecting to the internet; for advice on your requirements, please don't hesitate to get in touch.
To set up an internet account is free of charge, if you do not have the knowledge to do this we will assist you, we make no charge to do this. Please note we make no guarantees about the internet service providers, we are in no way affiliated to any internet service provider and should the ISP decide to withdraw their service's, NWTX (Netcraft Data LTD t/a) take no responsibility for their actions. We will of course keep a backup of your site should any of the internet service providers you decide upon, withdraw their services.
Policy and Service Guidelines
We provide web hosting and have a responsibility to protect each client and to provide the best services available. The following guidelines were designed to ensure these obligations are met.
Content: All services provided may be used for lawful purposes only. Transmission, storage, or presentation of any information, data or material in violation of any British or United States Federal, State or City law is prohibited. This includes, but is not limited to: copyrighted material, material we judge to be threatening or obscene, or material protected by trade secret and other statute. The subscriber agrees to indemnify and hold us harmless from any claims resulting from the use of the service which damages the subscriber or any other party.
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Pornography and sex-related merchandising is prohibited on all our servers. This includes sites that may infer sexual content, or links to adult content elsewhere. Both NWTX (Netcraft Data LTD t/a) and our providers will be the sole arbiter in determining violations of this provision. Also prohibited are sites that promote any illegal activity or present content that may be damaging to our servers or any other server on the internet. Links to such materials are also prohibited.
Examples of unacceptable content or links:
• Pirated software • Hacker programs or archives • Warez sites • Sites with adult or pornographic content
We will be the sole arbiter as to what constitutes a violation of this provision.
Commercial Advertising - Email: Spamming, or the sending of unsolicited email, from our server or using an email address or domain that is maintained on our machine as reference is STRICTLY prohibited. We will be the sole arbiter as to what constitutes a violation of this provision.
Background Running Programs We may allow programs to run continually in the background. These are considered on a case-by-case basis and an extra charge will be incurred based on system resources used and operational maintenance needed.
IRC We currently do not allow IRC or IRC bots to be operated on our servers.
Server Abuse: Any attempt to undermine or cause harm to a server, or customer is strictly prohibited. Refusal of Service: We reserve the right to refuse, cancel, or suspend service at our sole discretion.
All accounts and customers using our services must adhere to the above policies. Failure to follow any term or condition will be grounds for immediate account deactivation.
New domain registrations are final once submitted, however you may transfer your domain to another provider if you wish. Once you have submitted your order for a domain name it is registered and not reversible, and we cannot refund the domain registration charges. To transfer or modify domain information, email us. If a domain is not available or taken before our system can register it, we will notify you and offer to register another domain or refund the registration charges. You should note the Uniform Domain Name Dispute Resolution Policy from ICANN before registering a new domain.
*Please note:
1.All photos and information for the web site are to be provided by the client.
2.NWTX (Netcraft Data LTD t/a) reserve the right to reject any site content they feel is obscene or inappropriate.
3.All work undertaken remains the intellectual property of NWTX (Netcraft Data LTD t/a) until paid for in full .
4.A minimum deposit equalling 50% of the total cost (non-returnable) and the signed contract is required before any work can commence on a web site design.
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1. General
1.2 No variations to these Conditions shall be valid unless agreed in writing by the Seller.
1.3 All orders are subject to acceptance. Any order for services or goods made by the Client shall be deemed to constitute an offer to purchase subject to these Terms and Conditions.
1.4 No waiver or forebearance by the Seller, whether express or implied, in enforcing its rights under this Agreement shall prejudice its right to do so in the future.
1.5 The Client agrees to abide by the corresponding ISP Service Agreement and terms of usage enforced by the ISP for the duration of service.
1.6 The Seller will create a World Wide Web presence to an outlined specification and upload this to the ISPs' servers on behalf of the Client for a quoted price. Subsequent additions or modifications to the content requested by the Client, deemed to be outside or go beyond the original outline specification, will be chargeable at the Sellers' standard rates.
1.7 Additions or modifications within the original specification will be charged at the Sellers' standard rate for modifications or additions unless agreed in writing by the Seller.
2. Payment 2.1 Payment is required in the form of a 50% non-returnable deposit of the total invoice amount followed by stage payments agreed between the Seller and Client before work commences. Additions and Modifications within or without the original specification will be invoiced separately and a minimum non-returnable deposit of 50% of the total cost of the invoiced addition or modification will be required before work can commence.
2.2 Payments must be made to the Seller a maximum of 30 days after the invoice date. Work on any projects covered by the invoice fee will cease to be carried out until the full invoice balance is paid to the Seller.
2.3 The Client shall not be entitled to withhold payment of any invoice or part thereof or any other amount due to the Seller, or to seek to limit the same, by reason of any purported right of set-off or counterclaim which the Client may assert on any grounds relating to the supply of services or goods under this Agreement.
2.4 The Client will not be entitled to delay unreasonably the completion of the design work or acceptance of the service, web site or other work done, or the submission or payment of any corresponding invoices, due to the Clients' failure to provide written copy, photos, images or other materials required by the Seller to complete any contract to the agreed specification.
2.5 In the event of the Client delaying the provision of necessary copy etc. to complete relevant contracts (see 2.4), the Seller reserves the right to submit the corresponding invoice covering at least the value of the work done to date.
2.6 The Seller shall be entitled to charge interest on any sums outstanding as at the due date of payment, and until payment thereof in full whether before or after judgment, at a rate of 2.50% above the base rate of HSBC in force from time to time.
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3. Cancellations 3.1 At any time up to 14 days before completion and acceptance of the service, the Seller may give notice to the Client to increase the price of the service to reflect any increase in cost to itself provided this is due to factors which are a) beyond the Sellers reasonable or forseeable control and b) occur after the Sellers acceptance of the Clients order. In these circumstances the Client shall be entitled to cancel the contract of sale in writing within 7 days of any such notice from the Seller but if the Client does not do so the increased price as notified shall be deemed to be a binding term of the contract.
3.2 The Seller may by giving 14 days written notice cancel the contract at any time before the contract or other agreement is completed, provided that the Seller promptly repays any sums which the Client may have paid in respect of the services to be rendered. The Seller will not be liable for any consequences of any nature which may subsequently arise due to said cancellation.
3.3 The minimum agreed period for the service is one (1) year for which the Client agrees to pay the Seller in advance in accordance with clause 2.2. The Client may thereafter cancel the service by serving 30 days written notice prior to the yearly renewal date. No rebate will be offered for the unused period of service.
3.4 The Client may otherwise serve notice to cancel the service at any time but no monies will be reimbursed to the Client either by the Seller or the ISP in respect of unused server rental or other Internet service subscriptions should the Client decide to cancel the service mid-term for whatever reason.
3.5 3.5. All material hosted by the ISP and published as the Clients 'web site' may be removed either by the Seller or the ISP if the Client cancels the agreement in accordance with clauses 3.3 or 3.4, or may be suspended or terminated in accordance with the ISP's Service Agreement following any breach of said or other Agreement by the Client.
4 Quality 4.1 The Seller may from time to time effect changes in the specification of the services necessary to comply with any requirement of Law or which do not materially affect either the quality of the service provided to the Client either by the Seller or the ISP, or its fitness for any stated purpose.
4.2 The Seller may at its discretion, and at no charge to the Client, update, modify or amend the contents or coding behind the Client's 'web site' following acceptance of the service in order to maintain or improve technical quality or performance or consistency in light of usage experience or browser or software enhancements, insofar as such background modifications will be minor or imperceptible to the Client or other users.
4.3 The Seller shall not be deemed to be aware of any specific purpose of the Client for which the service or goods may be intended unless such purpose has been stipulated in writing prior to the date of the Sellers' agreement to supply them.
4.4 No representation or warranty of any kind is made by the Seller regarding the overall performance of the Client' web site as regards the number of hits or page impressions recorded, placement or ranking on any search engines or Internet directory.
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5. Delivery and Acceptance 5.1 Any completion date offered by the Seller shall be deemed an estimate. The Seller shall not be liable to the Client for the late completion of any service or delivery of any goods, nor for any consequential loss, damage or expense of any kind arising therefrom directly or indirectly, nor shall the Client be entitled to reject any part of the design origination, services or goods which the Seller has agreed to supply, unless a specific delivery date has previously been agreed in writing to be of the essence.
6. Limitation of Liability 6.1 The Seller shall not in any event be liable for any direct, indirect or consequential loss or expense or distress suffered by the Client as a result of using any part of the service provided.
6.2 The Client agrees to indemnify the Seller and hold the Seller blameless for any consequential action which may be taken by the ISP or any third party against the Client as a result of any breach of any ISP Service Agreement in respect of, but not limited exclusively to, improper or unlawful use of the service by the Client.
6.3. The ISP service is provided to the Client as is. The Seller will not at all be held liable by the Client for any failures by the ISP or a third party to fulfill or maintain their service at any time and the terms of any Service Agreement(s) upheld by the ISP shall prevail in such circumstances.
6.4. The Seller may on behalf of the Client obtain software, upgrades or service patches for installation and use by the Client but the Seller will not be liable for any lack of performance or consequential losses or damage of any kind resulting from the use of such third-party upgrades.
7. Title and risk 7.1. Title and property in the service or in any computer hardware, peripherals, software or other goods or materials supplied shall not pass to the Client until the full invoice price including VAT has been paid pursuant to any transaction between the Seller and the Client.
7.2. Until the Client has acquired title in accordance with the foregoing provision the Client shall hold any computer hardware, peripherals, software or other goods or materials in a fiduciary capacity and as bailee for the Seller, store the goods, at the Client's own expense, separately and apart from all other goods in the Client's possession and so marked as to be clearly and legibly identified as the Seller's property, and shall keep the goods insured against all risks to the Sellers reasonable satisfaction. The Client shall not charge or pledge by way of security any goods which are the Seller's property, If the Client does so or fails to produce a copy of any relevant insurance policy when so requested by or on behalf of the Seller then without prejudice to the Seller's other rights all sums whatever owed by the Client to the Seller shall immediately become due and payable
7.3. The Seller shall be entitled to recover the price of any goods notwithstanding that property in any of them has not passed from the Seller.
7.4. Until such time as property in any goods has passed , the Client shall upon request deliver up to the Seller any goods within the Client's possession or control, provided the due date for payment under clause 2.2 has expired. If the Client fails to do so the Seller shall be entitled to enter upon any premises under the Client's occupation ownership or control where the goods are situated and then and there repossess them.
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8. Intellectual Property 8.1 Unless otherwise stated by the Seller, ownership of any copyright, design rights and other intellectual property relating to the design service shall be retained by the Seller. The Client is granted an unrestricted licence permitting the future use of the material. Any non-exclusive material included in any new design by the Seller from the Seller's library of artwork, including clip art, sounds, icons and templates shall be considered in the public domain with no ownership rights conferred on the Client.
8.2 Where the Client has provided designs, artwork, photography, catalogues, models, prototypes, samples or other material to the Seller the Client warrants that the Sellers use thereof for the purposes of incorporation into a web site shall not constitute any infringement of any third party's rights and the Client agrees to indemnify the Seller against any liability arising from the use of said material
8.4 Unless otherwise agreed in writing, the Client agrees to the incorporation of the distinctive NWTX logo and hyperlink within the web site The Client will not engineer out or subsequently remove the NWTX logo from within the web site.
9. Insolvency 9.1 All sums outstanding and/or payable in relation to the service or goods supplied shall become payable forthwith if the Client fails to make payment for any service or goods supplied by the Seller in due compliance with the contractual terms of the supply, if any distress or execution is levied upon any of the Client's goods or other assets, if the Client offers to make any arrangement with its or his creditors or commits an act of bankruptcy or being a company is unable to pay its debts as they fall due or is the subject of any resolution or petition for winding up on the grounds of insolvency, if a receiver, administrator, administrative receiver or manager is appointed over part or all of the Client's business or assets, or if the Client is the subject of foreign proceedings action or process of law similar in kind to the foregoing. Upon the occurrence of such an event the Seller may also, without prejudice to any other rights which it may have and in its absolute discretion, suspend all services to the Client, terminate the contract without liability on its part and/or exercise any of its rights pursuant to clause 2.2 and/ or clause 7 above.
10. Force majeure 10.1 The Seller shall not be liable to the Client for any failure to perform its obligations hereunder which arises as a result of any strike, industrial action or lock-out, power failure or telecommunications outage anywhere in the world, or any act of God, fire, flood, drought, tempest, war, armed insurrection or other event beyond its reasonable control but in such event it shall notify the Client as soon as is reasonably practicable that its intended supply has been or is likely to be prevented thereby, whether wholly or substantially, and shall state the reason therefor.
11. Notice 11.1 Any notice in writing required by these terms to be given to the Seller shall be deemed duly given if sent by recorded delivery to the Sellers' postal address or by facsimile to the Sellers' fax number (01925 471 650). In the case of notice to the Client, which shall be deemed to suffice if given in like manner, the Seller will serve notice by the same means.
12. Proper Law 12.1 This contract shall be governed by and construed and interpreted in accordance with the law of England and Wales, the Courts of which shall have exclusive jurisdiction. |