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These Terms & Conditions
govern the provision of all Internet Services by WEBPRO
to it’s customers.
| 1. |
Definitions |
| |
In
these Terms the following words and phrases shall have
the following meanings unless the context otherwise
requires: |
| a. |
"Customer" or "you" means
the WEBPRO Customer named on the Internet Services
Agreement. |
| b. |
"WEBPRO", "we" or "us" means
WEBPRO, 23-25 Aldermans Hill, London N13 4YD. |
| c. |
"Internet Services", "services" or "service" means
the services agreed between WEBPRO and the Customer
at the commencement of this Agreement as well as any
further orders for services received from the Customer
which will also be subject to this Agreement. |
| 2. |
Supply |
| a. |
This
Agreement takes effect from the specified Commencement
Date and will continue for the Minimum Service Period
of 12 months and thereafter until terminated in accordance
with the terms of this Agreement. |
| b. |
WEBPRO undertakes
to supply to the Customer the agreed Internet Services
with reasonable skill and care and in a professional
manner. Time shall not be of the essence in the performance
of the WEBPRO obligations under these Terms. |
| c. |
For operational
or other reasons WEBPRO may vary the technical, design
or other specifications of the Services without notice
to the Customer, provided that such changes do not
materially affect the nature or quality of the Services. |
| d. |
The Customer
acknowledges that WEBPRO’s systems, servers,
and equipment may from time to time be inoperative
or only partly operational as a consequence of mechanical
breakdown, maintenance, hardware or software upgrades,
telecommunication connectivity problems or other causes.
WEBPRO agrees to rectify faults or problems and to
restore the system to full operational capacity as
soon as reasonably practicable. |
| e. |
If it is judged
reasonable for the purpose of repair, maintenance or
improvement of the service WEBPRO reserves the right
to suspend provision of the service provided that in
the event of such suspension we use all reasonable
endeavours to ensure that reasonable notice is given
and minimum disruption to the service is caused. |
| 3. |
Charges |
| a. |
The
services set out in the Internet Services Agreement
and any services ordered subsequently will be charged
at the rates and tariffs set out in the agreement or
in accordance with our Price List where no rate is
specified. |
| b. |
The
Minimum Service Period is 12 months from the Commencement
Date which is the date of the first payment under this
Agreement. The first Renewal Date is 12 months following
the Commencement Date and subsequent Renewal Dates
are determined by the Subscription payment pattern
selected by the Customer. |
| c. |
Initial
Set-Up charges may be paid in full in advance by cheque,
direct debit, credit card or debit card or in instalments
by direct debit, credit card or debit card on a monthly
or quarterly basis over the Minimum Service Period. |
| d. |
Subscription
charges may be paid annually in advance by cheque,
direct debit, credit card or debit card or in instalments
by direct debit, credit card or debit card on a monthly
or quarterly basis. |
| e. |
Subscription
charges will remain fixed during the Minimum Service
Period but may be subject to review on any Renewal
Date. |
| f. |
Additional
Set-Up charges and all other non-subscription charges
are payable in advance by cheque, direct debit or credit
card and will be charged at the rates applicable or
agreed at the time that the order is placed. WEBPRO
at its sole discretion will be entitled to charge additional
Set-Up charges as a result of changing Customer instructions,
the inaccuracy of any materials or content provided
by the Customer or any other cause attributable to
the Customer. |
| g. |
Changes
to our Subscription and Set-Up charges will be published
in our Price List. Revised Set-Up charges will take
immediate effect and revised Subscription charges will
come into effect on the next Renewal Date. |
| h. |
All
charges for Services are exclusive of VAT which will
be calculated at the applicable rate and added to your
invoice. |
4. |
Improper
Use |
| a. |
The
WEBPRO network may only be used for lawful purposes.
Transmission of any material through WEBPRO’s
network, or use of any part of it in violation of any
UK law or regulation is prohibited. |
| b. |
WEBPRO is
unable to exercise control over the content of any
information passing over the WEBPRO network and WEBPRO
does not monitor or exercise any editorial control
over information passing over the WEBPRO network. WEBPRO
hereby excludes all liability in respect of any transmission
or reception of information of whatever kind, or the
accuracy of the contents thereof, or the scrambling
of any information or data. |
| c. |
The Customer
agrees to comply with WEBPRO’s On-line Conduct
Policy as published from time to time on WEBPRO's web
site at www.webpro.co.uk. WEBPRO’s On-line Conduct
Policy is a standard policy for the conduct of WEBPRO’s
business and is necessary for the orderly and efficient
provision of its hosting and other internet services
to clients. |
| d. |
If WEBPRO
reasonably forms the view that the Customer Content
of any web site may be pornographic, defamatory, misleading
or deceptive or otherwise in breach of any third party’s
rights or in contravention of applicable law, or WEBPRO's
On-line Conduct Policy, WEBPRO may without prior notice
or any liability remove that Customer Content from
the Website and shall within three business days thereafter
notify the Customer of its removal. |
| e. |
If WEBPRO
reasonably forms the view that any Customer web site
or other hosted Internet Service is or may be subject
to an internet security breach, external intrusion
or other malicious intent including but not limited
to a denial of service attack, virus attack or any
unauthorised attempts to attack, disrupt or gain unlawful
access, WEBPRO may without prior notice or any liability
remove that Customer web site or internet service from
the internet and shall within three business days thereafter
notify the Customer of its removal. WEBPRO shall not
be liable for any defects or problems resulting from
improper use of the Internet Services by the Customer
or by any third party. |
5. |
Domain
Names |
| a. |
The
Customer warrants that the Customer is the owner of,
or is duly authorised by the owner to use, any trade
mark or name requested or allocated as the domain name
of the web site and further that, neither its use or
registration constitutes an infringement of any third
party's Intellectual Property rights. |
| b. |
Where WEBPRO
liaises with a third party in the transfer or re-delegation
of a domain name we shall not be liable if there is
any delay in transferring the name to or from WEBPRO
at the commencement or termination of this agreement. |
| c. |
WEBPRO makes
no charge for the release or transfer of a domain name
to another Internet Service Provider, but the Customer
will be liable to pay any registry or other third party
charges applicable at the time of the transfer. |
6. |
Web Site
Set-Up & Design Services |
| a. |
Following
the Commencement Date the Customer shall supply WEBPRO
with all necessary documents or other materials, and
all necessary information (Materials) that WEBPRO may
reasonably require to enable WEBPRO to provide any
web site set-up or design services that form part of
the Services. The Customer shall ensure the accuracy
and completeness of all such Items and is responsible
for retaining copies of all Items provided to WEBPRO
and for insurance against their accidental loss or
damage. WEBPRO shall in no circumstances be liable
for any loss of or damage to the Items however caused. |
| b. |
The Internet
Service provided by WEBPRO is a fully managed Service.
Under this Agreement, WEBPRO is responsible for making
all amendments to the Website which are required by
the Customer after the approval of the web site design
and the Customer shall not have the right to make any
changes or alterations to the web site. Any such amendments
shall be made in accordance with the Customer’s
instructions and WEBPRO shall charge the Customer the
appropriate Tariff from the WEBPRO Price List in force
at the time the changes are requested. The Customer
may not modify WEBPRO materials or designs for any
purpose without the prior written consent of WEBPRO. |
| c. |
WEBPRO will
set up a Test Web Site to allow the Customer to approve
their web site before it is published on the internet
and will make reasonable amendments and corrections
to the Test Web Site at the Customer’s request.
It is the sole responsibility of the Customer to make
sure that the web site is ready to be published and
WEBPRO will not be responsible for the accuracy or
functionality of the Customer's web site once published
on the internet. |
| d. |
WEBPRO shall
have no liability to the Customer for any loss, damage,
costs, expenses or other claims for compensation arising
from any Items or instructions supplied by the Customer
which are incomplete, incorrect, inaccurate, illegible,
out of sequence or in the incorrect form, or arising
from their late arrival or non-arrival. |
| e. |
The Customer
shall indemnify and hold harmless WEBPRO and its affiliates,
employees, agents, contractors, directors, officers
and third party providers from all liabilities, demands,
costs and expenses (including legal expenses) arising
in connection with any Customer Content including but
not limited to the posting and/or transmission of Customer
Content on the web site. |
7. |
Ownership |
| a. |
Copyright
to the assembled work of the web site produced by WEBPRO
is owned by WEBPRO and shall remain in the ownership
of WEBPRO. The Customer is granted by this Agreement
a non-exclusive, non-transferable licence only to publish
the Customer’s web site in its original or modified
form on the WEBPRO servers for the duration of the
Agreement, subject to the payment of all charges falling
due in accordance with this Agreement. |
| b. |
The parties
acknowledge that this Agreement does not have the effect
of transferring the ownership of any Intellectual Property.
WEBPRO acknowledges and agrees that the Customer will
own all Intellectual Property in the Customer Content
of the web site and all rights in connection with the
internet domain names attaching to the respective web
site. The Customer acknowledges and agrees that any
works, designs, items, materials or information of
whatever nature produced or developed by WEBPRO shall
remain the sole and complete property of WEBPRO, whether
such property is tangible or is in the nature of Intellectual
Property (including copyright and rights of Confidential
Information). |
| c. |
The Customer
warrants that any items or materials provided by the
Customer and their use by WEBPRO for the purpose of
providing the web site set-up or design will not infringe
the Intellectual Property rights of any third party,
and the Customer shall indemnify WEBPRO (on a full
indemnity basis) against any loss, damages, costs,
expenses or other claims arising from any such infringement. |
8. |
Marketing & Data
Protection |
| a. |
The
Customer's information will be used in accordance with
the WEBPRO Privacy Policy as published from time to
time on WEBPRO's web site at www.webpro.co.uk. b. The
Customer agrees to a link to WEBPRO’s home page
appearing at the bottom of the Customer's home page
in the standard form adopted by WEBPRO. |
9. |
Breach |
| a. |
If
the Customer shall fail to pay any sum due, WEBPRO
may without prejudice to any other right or remedy,
and without having to account for or to repay any money
previously paid to it pursuant to the terms of this
Agreement, withdraw the provision of services or any
part thereof until all overdue payments are made. A
reinstatement charge in accordance with our Price List
may be payable in such cases. |
| b. |
If any payment
is not made within 30 days of the due date, WEBPRO
shall be entitled, without limiting any other rights
it may have, to charge interest on the outstanding
amount both before and after any judgement at a monthly
rate of 3 per cent of the total amount due and such
interest shall accrue from the due date until the outstanding
amount is paid in full, and further, to recover from
the Customer all reasonable expenses incurred by WEBPRO
in recovering the Fees and any interest incurred including
legal fees and costs for collection by third party
agencies. |
| c. |
WEBPRO may
terminate this Agreement immediately following written
notice, if the Customer breaches any of the conditions
of this Agreement. In such circumstances the Customer
may forfeit the remainder of any advance Subscriptions
payment and the WEBPRO services will be withdrawn. |
| d. |
Any waiver
by WEBPRO of a breach of contract by the Customer will
not prevent WEBPRO from taking action against the Customer
if they are in breach of contract again at a later
date. |
10. |
Termination |
| a. |
Termination
of this agreement other than as provided in 9 can only
occur after the expiry of the Minimum Service Period.
Either WEBPRO or the Customer may terminate this agreement
by giving not less than 30 days written notice to expire
on any Renewal Date under this Agreement. |
| b. |
Any termination
of this Agreement shall be without prejudice to any
other rights or remedies a party may be entitled to
under the Agreement or at law and shall not affect
any accrued rights or liabilities of either party. |
| c. |
Upon termination
of this Agreement for whatever reason all outstanding
Charges owed by the Customer to WEBPRO shall immediately
become due and payable and subject as otherwise provided
by this Agreement to any rights or obligations which
have accrued prior to termination, neither party shall
have any further obligation to the other under this
Agreement. |
11. |
Liability |
| a. |
WEBPRO’s
total liability in contract, tort, (including negligence
or breach of statutory duty), misrepresentation or
otherwise, arising in connection with the performance
or contemplated performance of the Internet Services
shall be limited to the remainder of any charges paid
by the Customer for services less any deductions for
charges incurred by the Customer. |
| b. |
In no event
shall WEBPRO be liable to the Customer whether arising
under this Agreement or in tort (including negligence
or breach of statutory duty), misrepresentation or
however arising, for any Consequential Loss. ‘Consequential
Loss’ shall for these purposes mean (i) pure
economic loss (ii) losses incurred by any third party
(iii) loss of profits (whether categorised as direct
or indirect) (iv) losses arising from business interruption
(v) loss of business revenue, goodwill, anticipated
savings (vi) losses whether or not occurring in the
normal course of business, wasted management or staff
time (vii) loss or corruption of data. |
| c. |
Nothing in
this Agreement excludes or limits the liability of
WEBPRO for fraudulent misrepresentation or for death
or personal injury caused by WEBPRO’s negligence. |
| d. |
WEBPRO shall
not be liable to the Customer for any loss, damage,
costs, expenses or other claims for compensation arising
from any exercise of WEBPRO’s rights or remedies
under these Terms including without limitation the
suspension of access to the Customer's web site or
deletion, corruption, loss or removal of data, files
or material or removal of the Customer's web site from
the Server. |
12. |
Exclusion
of Warranty |
| a. |
All
warranties, conditions and other terms which might
be implied or incorporated within this contract by
reason of statute or common law or otherwise is expressly
excluded from this Agreement’s Terms to the fullest
extent permitted by law. |
13. |
Force
Majeure |
| a. |
Except
with respect to obligations to pay the Subscription
Fees or Set-Up and other charges, neither party shall
be liable for any delay in meeting or for failure to
meet its obligations under the contract due to any
cause outside its reasonable control including but
not limited to Acts of God, war, riot, malicious acts
of damage, fire, flood, terrorism, any act or omission
of any government or government agency, failure of
the public electricity supply, labour dispute, failure
or delay beyond its reasonable control or the lack
of availability of materials or labour shortage, including
without limitation where WEBPRO ceases to be entitled
to access the Internet for whatever reason, server
crashes, deletion, corruption, loss or removal of data. |
| b. |
As soon as
practicable after an event of Force Majeure arises,
the party affected by Force Majeure must notify the
other party of the extent to which the notifying party
is unable to perform its obligations under this Agreement. |
14. |
Variation & Assignment |
| a. |
WEBPRO
may vary the terms of this Agreement from time to time
and will give Customers 14 days notice of any such
variation. |
| b. |
WEBPRO may
in its absolute discretion sub-contract the performance
of any of its obligations under this Agreement. |
| c. |
The Customer
is not entitled to assign, resell, sub-lease or in
any other way transfer the WEBPRO service unless prior
written permission has been granted by WEBPRO. |
15. |
Contract |
| a. |
This
Agreement represents the entire agreement between the
parties in relation to the Services. |
| b. |
In this Agreement,
unless the context otherwise requires: the singular
includes the plural and vice versa; a reference to
a gender includes all other genders; a reference to
a person or entity includes a natural person, a partnership,
corporation, trust, association, an unincorporated
body, authority or other entity; and a reference to
a person includes that person’s legal personal
representative, successors and permitted assigns. |
| c. |
Headings are
inserted for convenience only and shall not affect
the construction or interpretation of this agreement. |
16. |
Notices |
| |
Any
notice given under this contract by either party to
the other must be in writing and may be effected by
personal delivery, letter post, fax or internet mail
message. |
17. |
Arbitration |
| |
Any
dispute between WEBPRO and the Customer shall be referred
to and determined by a sole arbitrator to be agreed
between WEBPRO and the Customer or, in default of agreement,
appointed by the President or a Vice -President for
the time being of The Chartered Institute of Arbitrators. |
18. |
Jurisdictiction |
| |
This
agreement shall be governed by English Law and the
parties submit to the jurisdiction of the English Courts. |
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