Terms and Conditions
- SECTION 1
“Agreement” means the agreement between us and you governing our provision of the Services to you, including the customer order form.
- “Charges” means our fee for providing the Services as detailed on the customer order form
- Content” means text, graphics, logos, photographs, images, moving images, sound, illustrations and other material featured, displayed or used, or to be featured, displayed or used, in the Website.
- “Documentation” means the user manuals, technical documentation and training manuals to enable a reasonably skilled computer operator to run the Website.
- “Due Notice” means the period of notice (if any) for early termination of the Agreement specified in the customer order form
- “Internet” means the global network of computer systems, including without limitation, the world wide web; “IPR” means any and all patents, trade marks, rights in domain names, rights in designs, copyrights and database rights (whether registered or not and any applications to register or rights to apply for registration of any of the foregoing) rights in confidential information and all other intellectual property rights of a similar or corresponding character which may subsist now or in the future in any part of the world.
- “Server” means the computer upon which the Website will reside and operate.
- “Services” means the services or part thereof to be provided by us to you under the Agreement, as detailed in the customer order form
- “Start Date” means the date on which we being to provide the Services to you
- “Third Party Software” means that part of the Software that belongs to a third party
- “User Training” means any agreed training we are to provide you to enable reasonably skilled employees to operate and use the Website and the Software in accordance with the Specification;
- “Website” means the website written in HyperText Markup Language or another Internet compatible language and with pages linked using the hypertext transfer protocol, to be designed, developed and installed by us in accordance with the Specification or (if different) the website to be the subject of the hosting services under Section C
- “Working Day” means any day except Saturday, Sunday or a Public holiday
SECTION 2: WEBSITE DEVELOPMENT
We shall from the Start Date:
Advise you in relation to all matters arising in the course of developing and installing your new Website and where appropriate recommend changes to the Specification;
Provide the agreed User Training.
Any Content that you deliver or supply for inclusion in the Website must be delivered to us, where relevant, in the agreed format and you shall ensure that all such Content is correct and shall update it when we require you to do so.
You shall provide us with all information, documentation and assistance that we reasonably request to enable us to properly provide the Website Service to you under the Agreement. We shall not be liable for any delay in the performance of the Website Service caused by any delay in providing, or inaccuracy of, any such information, documentation or assistance.
You may at any time by written notice request and we may at any time recommend variations to the Website or Specification.
Any amendment or variation to the Website or Specification may only be made with the prior written consent by the company/individual and we may levy an extra charge to you at our then standard hourly or daily rates (in addition to the Charges) to reflect the cost and expenses of any additional work required by us to provide such amendment or variation.
At each agreed milestone we shall submit for your written approval the elements of the Website that we have designed and developed to meet that milestone. Your written approval of our work shall be your acceptance that those elements of the Website conform substantially with the Specification.
If the Website materially fails our standard acceptance tests and on investigation this proves to be as a result of an error by you, we shall be entitled to charge for the costs of the investigation and making the necessary changes to the Website at our then current hourly or daily rates. If the Website materially fails to pass our standard acceptance tests for any other reason, we shall (without extra charge) determine the causes of the failure, advise you of them and make any changes to the Website necessary to ensure that the Website will pass our standard acceptance tests. Following the making of any such changes, we will repeat or procure the repetition of our standard acceptance tests as is necessary to ensure successful completion of them.
We shall use all reasonable endeavours so that successful completion of the Website Service occurs in accordance with the development timetable but all milestone delivery dates are non-binding estimates. Time shall not be of the essence in the provision of the Website Service or any part thereof and we shall not be liable for the consequences of any delay in its or their provision.
Risk of loss or damage to the Website, the Software, the Content and/or the Documentation shall pass to you upon successful completion of the acceptance tests. Where acceptance tests have not been agreed by us in writing, such risk of loss or damage shall pass to you upon delivery of the Website to you.
SECTION 3: WEBSITE HOSTING
We shall install or arrange the installation of your Website on the Server and make your Website available to the public via a connection to the Internet. In the event that access to your Website exceeds the permitted bandwidth, storage allocation or both (as notified to you), we shall be entitled, in our absolute discretion: to (i) suspend access to the Website; or (ii) move the Website to a different server and/or increase the Charges for the Hosting Service commensurately.
You undertake to ensure compliance with our Code of Conduct in relation to all usage of your Website. We are entitled at any time, without notice and without liability, to remove your Website from the Server or bar or restrict access to your Website in the event of any breach or alleged or suspected breach of the Code of Conduct in relation to your Website or if otherwise authorised to do so by a law enforcement agency.
You undertake that any material contained in or linked to your Website and (if applicable) contained in any discussion group, forum, chat room or bulletin board on your Website (“Material”) is and shall remain: (i) legal, decent, honest and truthful; and (ii) compliant with the Personal Information Protection and Electronic Documents Act 2004 (Canada) and all other applicable laws and regulations from time to time.
You shall: (i) ensure at all times the accuracy, lawfulness, currency and legislative and regulatory compliance of the Material and the Website; and (ii) be solely liable for any faults or misleading, inaccurate, infringing, defamatory or otherwise unlawful or actionable material contained or referred to in the Website.
You are solely responsible for maintaining the confidentiality and security of your Internet accounts and usage, including use of your unique log-on ID.
You acknowledge and agree that we may be required by a law enforcement agency or for any other legal or regulatory purposes: (i) to monitor the Content and traffic on your Website; and (ii) where necessary to support or defend any dispute, action, cause or other matter that arises, to give evidence of your use of your Website or allow use of your unique log-on ID.
The Hosting Service shall commence on the Start Date and continue for the Initial Period, unless terminated sooner in accordance with the Agreement. After the Initial Period the Agreement shall continue unless and until terminated by either of us giving Due Notice in writing to the other. Due Notice to terminate the Agreement cannot be served until the Initial Period has elapsed.
We do not warrant that access to the Website will be uninterrupted or error free but we shall use reasonable endeavours to keep downtime to a minimum. We shall make all commercially reasonable efforts to provide you with email notification of all scheduled and emergency outages.
Where we subcontract the provision of the Hosting Service , we will not have control of the Server and accordingly shall not be liable for any loss (including, without limitation any indirect consequential or special loss, damage, costs or expenses or other liability incurred as a result (directly or indirectly) of: (i) Server downtime; (ii) inability to access the Website; (iii) loss of or damage to any files, data or the Website; and (iv) any non-receipt, misrouting or failure of email or other message transfer, except to the extent that: (i) the subcontractor accepts such liability under the relevant subcontract with us; and (ii) we are actually indemnified for such liability.
For the avoidance of doubt, we do not monitor and will not have any liability for the content of any communication transmitted by virtue of the Hosting Service.
Due to the public nature of the Internet, we shall not be liable for the protection of the privacy of electronic mail or any other information transferred through the Internet or via any network provider and no guarantee or representation is given that the Hosting Service will be free from hackers or unauthorised users. You shall be liable for the content of any emails transmitted by virtue of the Hosting Service and for ensuring that they comply at all times with all relevant legislation (including, but not limited to the Personal Information Protection and Electronic Documents Act 2004 (Canada) and all other privacy laws, regulations and guidance notes made or issued thereunder).
CHARGES AND PAYMENT
In consideration of the performance of our duties under the Agreement you shall pay to us the Charges.
We may invoice you at periodic intervals, as we consider appropriate before final completion of the Services. An interim invoice represents our final charge of for work up to the date of the invoice, unless we tell you otherwise at the time.
All payments to us by you for web site deposits, web site balances, shall be made immediately upon receipt of invoice, all other invoice payments to us by you shall be made within 14 days unless otherwise. All payments made by you shall be in Canadian Dollars and shall be made by cheque or bank transfer to such bank account as is nominated by us in writing.
If the Charges or any other money owing to us is not paid by you by the due date we reserve the right to: (i) suspend our performance of the Services and/or supply of the Equipment or suspend your access to your Website until the Charges (and any interest payable thereon) is paid; and/or (ii) charge you interest on the overdue amount(s) at the rate specified in the Late Payment of Commercial Debts (Interest) legislation. shall not
We shall not be liable for any defects in the Website or Equipment or any component parts which arise as a result of: (1) use of the Website in conjunction with software or systems not expressly notified to you by us in writing or for any purpose not envisaged in the Specification; (2) defects, faults or individual workings of your systems; (3) misuse, alteration, maintenance or interference by you or any third party (including virus and hacker attacks); (4) environmental conditions; or (5) power failure, power fault or electrical interference.
Wshall not be liable to you for any increased costs or expenses, loss of profit, business, contracts, revenues or anticipated savings or loss of software, application programs or computer held data or any indirect, consequential or special loss of any kind, howsoever arising and whether caused by our negligence or otherwise, which may be suffered by you and arise out of or in connection with the supply of the Services and/or Equipment or their use.
Unless terminated under a clause provided in the Agreement, you may not terminate the Agreement at any time except with our prior written consent and, only then, if you indemnify us in full against all loss (including, without limitation, loss of profit), costs, damages, charges and expenses we reasonably incur as a result of such early termination.
If you have asked us to provide you with the Website Service; (ii) we have agreed to do so subject to the terms and conditions of the Agreement; and if you cancel the Agreement for any reason at any time prior to our completion of the design and development of your new Website you shall be liable to pay us a percentage of the Charges payable for the Website Service to compensate us for the losses, costs and expenses incurred by us in connection with our supply of the Website Service to you up to the date you cancel the Agreement. The following percentages shall be payable unless the total losses, costs and expenses that we have incurred are less, in which case we shall only be entitled to recover that lesser amount
We do not allow Adult, Warez, illegal MP3 Sites or IRC Bots.
You may not store more data in your account than your allotted virtual server space.
Your virtual server (inc FTP and Telnet access) is for your personal use only. You must not divulge the password to any other person, and you should take reasonable precautions to ensure that it is not discovered by other people.
Data stored on our servers is only backed up once a day. It is recommended that you keep an independent backup of all data stored on your virtual server.
You may not run server processes (eg. talkers/IRC Bots) from your virtual server. We shall not be held liable for any loss or damages caused by the use or misuse, unavailability or removal of services.
When your account is closed, all files (including web pages, etc.) will be deleted.
We reserve the right to cancel your account at any time without notice.
We reserve the right to amend and update these Terms and Conditions at any time without notice.
To protect your privacy we never distribute your name or e-mail address to any third parties.
Users must not participate in any form of unsolicited bulk e-mailing or spam.
By logging into your account, or uploading files to it, you are indicating your acceptance of these Terms and Conditions.