Last updated 19 February 2015
The legal types said we need this. The following are our standard Terms and Conditions of Business.
The term 'the Company' or 'supplier' or 'us' or 'we' refers to, Inovica Ltd whose registered office is A6 Kingfisher House, Kingsway Team Valley Trading Estate, Gateshead, Tyne And Wear, NE11 0JQ and whose trading address is Rotterdam House, 116 the Quayside, Newcastle-upon-Tyne, NE1 3DY. Our company registration number is 3650349. The term 'client' or 'you' or 'your' or 'user' refers to any entity which enters into a contractual agreement with Inovica Ltd.
2. Formation of Agreement
All clients entering into a contract with Inovica Ltd accept the terms and conditions of business set out below, irrespective of the mode or manner of the agreement upon which that contract was made.
Inovica Ltd reserves the right to change these terms and conditions at any time, so please refer to the terms and conditions prior to entering any contract with Inovica Ltd.
No failure or delay by either party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, no waiver by either party of any breach of the agreement by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
The Company is entitled to suspend services if the User does not adhere to any or several conditions set out in this document.
If any provision of these terms and conditions is held by any Court or other competent authority to be unenforceable in whole or part, the validity of the other provisions of these terms and conditions and the remainder of the provision in question shall wherever possible remain in full force and effect.
The Company will use reasonable endeavours to adhere to any dates proposed by either the Company or the User for the provision of Services, however any such date is to be treated as an estimate only and the Company accepts no liability for failure to meet such dates.
The Company will use all reasonable endeavours to provide reliable Services, however it is not practicable to provide such Services free of faults and the Company does not undertake to do so. In the event of a fault in Services, the User must report the fault by email to the Company. Upon receipt of the fault report, the Company will take all proper steps without undue delay to correct the fault. The Company shall not, in any event, be liable for interruptions of Services or downtime of a Server.
The Company may:
- temporarily suspend for the purpose of repair, maintenance or improvement, part or all of the Company's Services, generally without notice
- give or update instructions regarding the use of the Service which in the Company's reasonable opinion is necessary in the interests of safety, or to maintain or improve the quality of Services to the User and any such instructions shall whilst they are in force, be deemed to form part of this agreement
- vary the technical specification of Service for operational reasons.
The Company undertakes to use reasonable endeavours to restore Services as soon as practicable after any such suspension.
Where the Company uses any third-party services, site search facilities, chatroom, email, web hosting or search engines submission services, the Company cannot be held responsible for those third-party service commitments, quality or availability.
The Services shall be provided in accordance with the Schedule. The Company may correct any typographical or other errors or omissions in any brochure, promotional literature, quotation or other document relating to the provision of the Services without any liability to the User.
The Company may at any time without notifying the User make any changes to the Services which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Services.
4. Content and Misuse
The User will use all reasonable endeavours to ensure that the Company's Services are used or include content that conforms to the laws of this country and will not knowingly permit any illegal use or such use that will bring the Company into disrepute.
You must not, nor must any other person, use the Services: to send or receive any material which is offensive, abusive, indecent, obscene or menacing; or in breach of confidence, copyright, privacy or any other rights; to cause annoyance, inconvenience or needless anxiety.
The Company retains the right to suspend Services immediately in the event of a breach or suspected breach by the User of any of the terms and conditions contained herein.
The Company may discontinue Services if after 3 hours the User continues to permit such illegal or disreputable use. If the Company suspends service for contravention of the above conditions of this clause, the Company can refuse to restore Services until it receives an acceptable assurance from the User that there will be no further contravention.
Spamming, or the sending of unsolicited email, from a Company Server or using an email address that is maintained on a Server administered by the Company or from a domain name that is maintained on a Server or registered by the Company is STRICTLY PROHIBITED.
5. Domain Name Registration
The Company makes no representation that any domain name the User wishes to register is capable of being registered by or for the User or that it will be registered in the name of the User. The User should therefore not assume registration of your requested domain name(s) until you have been notified that it has or they have been registered. Any action taken by the User before such notification is at the User's risk.
The registration and use of the User's domain name is subject to the terms and conditions of use applied by the relevant naming authority; the User shall ensure that they are aware of those terms and conditions and that they comply with them. The Company acts as the User' agent in the registration of a domain name and the User shall have no right to bring any claim against the Company in respect of refusal to register a domain name or cancellation of the domain name by the relevant naming authority.
The Company shall have no liability in respect of the use by the User of any domain name; any dispute between the User and any other person must be resolved between the parties concerned in such dispute. If any such dispute arises, the Company shall be entitled at our discretion and without giving any reason, to withhold, suspend or cancel the domain name. The Company shall also be entitled to make representations to the relevant naming authority but will not be obliged to take part in any such dispute.
The Company gives no warranty that the User's domain name is or will continue to be available for use or that no other domain name is or will be registered which conflicts with the User's domain name or which otherwise affects the User's use of the domain name. The Company gives no warranty that the User's domain name will not infringe the rights of any third party.
The Company shall not release any domain to another provider unless the Company has received full payment for that domain.
6. Website Hosting and Email
The Company makes no representation and gives no warranty as to the accuracy or quality of information received by any person via the Server and the Company shall have no liability for any loss or damage to any data stored on the Server;
The User represents, undertakes and warrants to the Company that use of the Server or space on the Server allocated to the User will only be for lawful purposes. In particular, the User represents, warrants and undertakes to the Company that they;
will not use the Server in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will they authorise or permit any other person to do so;
they will not post, link to or transmit: any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, pornographic, blasphemous, profane or otherwise objectionable in any way; any material containing a virus or other hostile computer program;
any material which constitutes, or encourages the commission of, a criminal offence or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction;
shall keep secure any identification, password and other confidential information relating to the account and shall notify the Company immediately of any known or suspected unauthorised use of the account or breach of security, including loss, theft or unauthorised disclosure of the User's password or other security information;
shall procure that all mail is sent in accordance with applicable legislation (including data protection legislation) and in a secure manner;
While the Company will use every reasonable endeavour to ensure the integrity and security of the Server, the Company do not guarantee that the Server used will be free from unauthorised users or hackers and the Company shall be under no liability for non-receipt or misrouting of email or for any other failure of email.
The User shall at their expense take copies of all information stored on the Server and/or in a database and insure against its accidental loss or damage. The Company shall have no liability for any such loss or damage, however caused.
7. Rights in Input Material and Output Material
The property and any copyright or other intellectual property rights in:
any Input Material shall belong to the User any Output Material shall, unless otherwise agreed in writing between the User and the Company, belong to the Company, subject only to the right of the User to use the Output Material for the purposes of utilising the specified Services. any Input Material or other information provided by the User which is so designated by the User and any Output Material shall so far as practical be kept confidential by the Company, and all Output Material or other information provided by the Company which is so designated by the Company shall be kept confidential by the User; but the foregoing shall not apply to any documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party.
The User shall obtain any and all necessary consents and clearances to enable the Company lawfully to make use of all and any intellectual property rights through the Services, including without limitation, clearance and/or consents in respect of your proposed domain name. Wherever possible royalty free or public domain images may be used in the design of the User's website. Any conflict between an unknown author of such images and publication of said images on the site will be the full responsibility of the User.
The User shall at their own expense supply the Company with all necessary documents or other materials, and all necessary data or other information relating to the specified Services, within sufficient time to enable the Company to provide the specified Services in accordance with the Agreement.
The User shall ensure the accuracy of all Input Material. The User shall at its own expense retain duplicate copies of all Input Material and insure against its accidental loss or damage. The Company shall have no liability for any such loss or damage, however caused.
The User shall indemnify the Company and keep the Company indemnified and hold the Company harmless from and against any breach by the User of these terms and conditions of business and any claim brought against the Company by a third party resulting from the provision of Services by the Company to the User and the User's use of the Services and the Server including, without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses), howsoever suffered or incurred by the Company in consequences of the User's breach or non-observance of this Agreement;
The User acknowledges that the Company has no control over the information transmitted via the Service and that the Company does not examine the use to which the User puts the service or the nature of the information the User sends or receives. The Company hereby excludes all liability of any kind for the transmission or reception of information of whatever nature;
The Company undertakes no liability whatsoever for the acts or omissions of other providers of telecommunication service or for faults in or failures of their apparatus;
The Company is not in any way liable in Agreement or otherwise for loss whether direct or indirect of business, revenue or profits, anticipated savings or wasted expenditure, corruption or destruction of data or for any indirect or consequential loss whatsoever.
The Company makes no warranty as regards to its Services or equipment and will not be responsible for any damage allegedly suffered or claimed by the User for any reason including but not limited to loss of data and service interruptions.
In any event no claim shall be brought unless the User has notified the Company of the claim within one year of it arising.
The Company shall not be liable to the User by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms and conditions of the Agreement, for any indirect special, or consequential loss of damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Services or their use or resale by the User. The Company's total aggregate liability to the User for any claim in Contract, tort, negligence or otherwise arising out of or in connection with the provision of the Services shall be limited to the charges paid by the User in respect of the Services, which are the subject of any such claim.
The Company warrants to the User that the Services will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Agreement and any Schedule and at the intervals and within the times referred to.
The Company shall not be liable to the Client or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of the Company's obligations in relation to the Services, if the delay or failure was due to any cause beyond the Company's reasonable control.
9. Force Majeure
The Company shall not be liable to the User or deemed to be in breach of the Agreement by reason of any delay in performing or any failure to perform any of the Company's obligations in relation to the Services, if the delay or failure was due to any cause beyond the Company' reasonable control. Without prejudice to the generality of the foregoing the following, shall be regarded as causes beyond the Company's reasonable control:
Act of God, explosion, flood, tempest, fire or accident, War or threat of war, sabotage, insurrection, civil disturbance or equisition, Acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any government parliamentary or local authority, strikes, lockouts or other industrial action or trade disputes (whether involving employees of the Company or any third party), difficulties in obtaining raw materials, labour, fuel, parts or machinery, power failure or breakdown in machinery.
10. Price and Payment
The fee for the supply of Services shall be as stated in the Schedule.
All charges payable by the User for the Services shall be in accordance with the scale of charges and rates provided by us from time to time and shall be due and payable 30 days after the date on the User's invoice.
All charges quoted are subject to review and adjustment by the Company at any time. The price of the goods or services shall be at the Company's quoted price. All prices quoted are valid for 14 days from the time of the quotation after which time the Company may alter them without giving notice to the User.
The Company reserves the right to increase the price of Services at any time to reflect any increase in the costs to the Company due to any factor beyond the control of the Company (including though not limited to any increase in the costs of labour, materials or other costs or increases in price by those who supply the Company with Services) or due to any change in delivery date or any delay caused by any instruction of the User or the failure of the User to give the Company adequate information or instruction.
Unless specifically varied in writing by the Company, the following payment terms shall apply:
all fees quoted are exclusive of VAT (if applicable) and to the extent that VAT is chargeable in respect of any Services supplied by the Company, VAT at the rate in force at the time of supply should be added to payments otherwise due. Pro-forma accounts will be rendered calendar monthly and/or on completion of the services provided.
Without prejudice to the Company's other rights and remedies under this Agreement, if any sum payable is not paid on or before the due date, the Company shall be entitled forthwith to:
Cancel the Agreement and any other Agreement between the Company and the User
Suspend the provision of Services to the User Charge to the User interest in accordance with The Late Payment of Commercial Debts (Interest) Act 1998, on the amount unpaid at the rate of 8%, per annum above National Westminster Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purposes of calculating interest).
Recoup the cost of any third party agents incurred should any action be undertaken to obtain settlement of the account.
A charge of £25 will be made to cover bank charges and administration costs in the event that any cheque submitted by the User fails to clear on first presentation or is subsequently returned dishonoured.
Either party may (without limiting any other remedy) at any time terminate the Agreement by giving written notice to the other if the other commits any breach of these terms and conditions and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so, or if the User goes into liquidation, becomes bankrupt or insolvent, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed.
Bankruptcy or insolvency proceeding means bankruptcy proceedings or in Scotland sequestration proceedings, becoming insolvent, making any composition or arrangement with creditors or an assignment for their benefit, any execution, distress, diligence or seizure: or if the User is a company, being the subject of proceedings for the appointment of an administrator, going into liquidation whether voluntary or compulsory (except for the purpose of amalgamation or reconstruction) or having a receiver or administrative receiver of any assets appointed.
The User continues to be liable to pay all charges, which are due for Services during any period in which you do not comply with this Agreement.
On termination of this Agreement or suspension of the Services we shall be entitled immediately to suspend access to the Server and to remove all data located on it. The Company shall be entitled to delete all such data but may, at our discretion, hold such data for such period as the Company may decide to allow the User to collect it at their expense, subject to payment in full of any amounts withstanding and payable to the Company.
If the Company waives a breach of Agreement by the User, that waiver is limited to the particular breach. Any delay by the Company in acting upon a breach is not to be regarded in itself as a waiver.
Either party on giving at least 30 days notice to the other may terminate this Agreement. If the Company gives notice the User shall pay all charges up to the expiry of the notice. If the User gives notice, the User shall pay all charges until 30 days after the date the Company receives the notice or until expiry of the notice, whichever is the latter. The User's notice does not avoid any other liability for Services already provided. Annual recurring Services require cancellation by the User and the Company reserves the right to charge annually for the provision of these services unless the Company has received from the User written instruction to terminate these Services.
Any notice required or permitted to be given by either party to the other under these conditions shall be in writing by: post email or fax but must be addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. If sent by email it shall, unless the contrary is proved, be deemed to be received on the day it was sent provided that it was sent prior to 5 p.m. or if sent by fax shall be deemed to be served on receipt of an error free transmission report provided that it was sent prior to 5 p.m., or if sent by post shall be deemed to be served one day following the date of posting.
Any Schedule shall form part of the Agreement The Agreement shall in all respects be construed and operated in accordance with English Law and all parties agree to submit to the jurisdiction of the English courts Unless the right of enforcement is expressly provided, it is not intended that a third party should have the right to enforce any term of this agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.
13. Data Protection & Confidentiality
We are registered under the Data Protection Act 1998 and as such, any information concerning the client and their respective client records are confidential and will not be divulged to third parties, other than and named and agreed suppliers, and if legally required to do so to the appropriate authorities. Clients have the right to request sight of, and copies of all client records we keep, on the proviso that we are give reasonable notice of such a request. Clients are requested to retain copies of any literature issued in relation to the provision of our services. Where appropriate, we shall issue clients with appropriate written information, handouts or copies of records as part of an agreed contract, for the benefit of both parties.
We will not sell, share or rent your personal information to any third party or use your email-address for unsolicited mail. Any emails sent by this Company will only be in connection with the provision of agreed services and products.
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