A. TERMS OF CONTRACT
A.1 Incorporation of Conditions
These Conditions shall apply to and be incorporated into any Agreement between the Company and the Customer relating to the Services. The Agreement between the parties is made giving consideration to the Full Terms & Conditions of Service (available to download on www.w3presence.co.uk or in hard copy by request). It is the responsibility of the Customer to view the Full Terms & Conditions and the Company enter into this Agreement on the assumption that these has been read and understood.
A.2 Conflict
Subject to any special conditions agreed between the Company and the Customer, the Full Terms and Conditions shall apply and shall prevail over any other term of this Agreement. No variation or waiver or addition to this Agreement shall be binding on the Company, unless and until it is confirmed in writing by the Company.
B. SUPPLY OF THE SERVICES
The Company agrees to supply the Services to the Customer on the following conditions, though please note that these conditions are not an offer to provide service but merely a statement of the terms on which we would provide them.
(a) the Company shall (subject to Clause 4.1) supply the Services to the Customer as soon as reasonably practicable and in any event no later than 30 days from the Commencement Date of the Agreement, unless otherwise advised by the Company; and
(b) the Company shall inform the Customer of any delay in the delivery of the Services as soon as reasonably practicable;
Risk and Title in any Equipment shall pass to the Customer on delivery;
The Company warrants to the Customer that the Services will be provided using reasonable care and skill but at all times this will be subject to downtime caused by routine or emergency maintenance, technical difficulties or occasioned by third parties. The Company will not be liable to the Customer or any third party for any losses whatsoever caused by such downtime.
C. CHARGES
C.1 All accounts are payable on demand. In the absence of demand, payment in full for the goods supplied shall be made by the Customer to the Company on or before the fourteenth day following the date of the invoice. The Company shall also be entitled to charge such reasonable costs as it may incur in recovering any overdue balances.
C.2 The Company shall be entitled to issue an invoice for the Charges on the Commencement Date or as soon thereafter as is reasonably practicable. The Company will if required provide invoices electronically, where suitable and practical, to the Customer upon request.
C.3 The Customer agrees to pay for packages 12 months in advance, unless otherwise agreed by the Company.
C.4 Payment of the Charges can only be made by cheque, bank transfer or standing order at time of publication.
C.5 The Company shall be entitled to vary the Charges from time to time with effect from the date specified in the Amendment Notice. The Company shall issue an Amendment Notice no later than 4 weeks prior to the date that any variation of the Charges shall come into force. No notice will be given in respect of non-material changes or minor adjustments.
Clauses 5.6 to 5.14 of the Full Terms & Conditions will also apply as part of this Agreement.
D. CUSTOMER OBLIGATIONS
The Customer shall:-
D.1 Obtain the consent of individuals whose personal data are to be held on the register of the Company and promptly notify the Company of any changes to the Customer's details including (but not limited to):- (a) name and address of the Customer; (b) name, postal address, e-mail address, telephone and fax number or name of relevant contact and in any event provide such information within 15 days of a request for such information from the Company.
D.2 Obtain consent from any third parties whose image, personal data, intellectual property or any information or content is to be used as part of the Statement of Service. It is entirely the responsibility of the Customer to obtain permissions for images provided of individuals and/or groups of individuals and to ensure all images are otherwise copyright free;
D.3 Only make use of the Services for a legitimate and lawful purpose.
D.4 Complete their own tests for computer viruses in accordance with best computing practice prior to each and every operational use of Services.
D.5 Agree that the Company reserve the right to scrutinise information to check for any infringements of the Customer's obligations under this Agreement.
D.6 Ensure that it complies at all times with all relevant laws and obligations including but not limited to any licence under the Act which is applicable to the Customer and all related laws in any territory in which the Customer is situated or in which the Customer's Website may be accessed or made available. The Customer must also obtain any relevant consents and approvals for the installation and use of any Equipment. The Company will have no liability under this Agreement for failure to comply with its obligations in any case where the Customer does not comply with any such relevant laws or obligations or does not obtain such consents or approvals.
Clause 6.1 of the Full Terms & Conditions will apply in full as part of this Agreement
The Customer shall NOT:-
D.7 modify or alter any Equipment provided without the express written consent of the Company;
D.8 send, transmit, make available, copy, retransmit, broadcast or publish (whether directly or indirectly) in whatever form any data, information or contractual rights, material or statement which infringes the Intellectual Property Rights or contractual or statutory rights of any person or legal entity or the laws or statutory regulations relating to defamation, contempt, blasphemy, infringement of privacy or personal data rights and any equivalent or related laws in any territory in which they are or may be accessed or made available;
D.9 make use of the Services to send or cause to be sent or forwarded electronic mail without the express or assumed agreement of the respective recipient. This shall include but not be limited to not sending large numbers of electronic mails with the same content which is commonly referred to as "spamming";
D.10 use the Services to obtain or offer or permit to be offered for profit or otherwise any material, images, displays or services which are deemed by the Company to be erotic or pornographic including but not limited to any other material, images, displays or services which are offensive, illegal or immoral or which is in breach of any legal obligation ;
D.11 arrange any associates site(s) serviced by the Company in a way that leads to a risk of or causes an excessive load on the server provided by the Company in connection with the Services;
D.12 exceed any contracted data transfer volume applicable to the Specified Service unless the Customer receives written confirmation from the Company and will accordingly be subject to pay Additional Charges as may vary from time to time for the data transfer volume exceeding the agreed level in the Specified Service.
D.13 use the Services in a manner which infringes a third party’s copyright or other intellectual property rights of whatsoever nature.
D.14 Without prejudice to any other rights of the Company arising from this Agreement or otherwise, the Customer will indemnify the Company against all claims, losses, liabilities, expenses, fines and penalties of whatsoever nature made, incurred or imposed as a result of a breach by the Customer of the terms of this clause.
E. LIABILITY
To the extent permitted by law, the Company shall not be liable to the Customer save as expressly provided for in this Agreement and the Full Terms & Conditions of Service and shall have no other obligations, duties or liabilities whatsoever in contract, tort or otherwise to the Customer.
E.1 No liability shall be accepted by the Company for the fraudulent use of credit/debit card details or any other personal information received in the course of business of any eCommerce facility implemented by the Company. The Customer shall ensure appropriate procedures are in place to safely handle such sensitive information, and ensure their agents (including employees) adhere to these procedures. Likewise, no liability will be accepted by the Company for data lost by the Customer.
Clauses 7.1 to 7.8 of the Full Terms & Conditions of Service apply as part of this Agreement.
F. TERMINATION
F.1 Either party may at any time by giving notice in writing summarily terminate this Agreement without compensation to the other party if the other party shall become bankrupt, or if a body corporate pass a resolution or the court shall make an order that one party be wound up, otherwise than by way of amalgamation or reconstruction, or if a receiver or manager on behalf of a creditor shall be appointed, or if circumstances shall arise which entitles the court to make a winding up order.
F.2 The Company shall have the right to terminate this Agreement without reason upon giving 14 days written notice to the Customer and termination shall occur at the expiry of the notice period. The Customer shall have the right to terminate this Agreement any time giving written notice to the Company. Termination shall occur at the reception time of the notice.
F.3 Termination or expiry of this Agreement for whatever reason shall not prejudice or affect any right of action or remedy which shall have occurred or shall accrue thereafter to either of the parties.
Clauses 8.4 to 8.5 of the Full Terms & Conditions of Service will also apply as part of this Agreement.
F.4 Effect of Termination
Clause 9 of the Full Terms & Conditions will apply in respect of Termination as part of this Agreement.
G. CONSUMER'S CANCELLATION RIGHTS
G.1 Any Customer buying as a consumer has the unreserved right to cancel this Agreement at no cost and without any reason within 7 days from either:-
(a) the date the contract is formed; or
(b) the date that confirmation that the contract is formed is received from the Company whichever is the later.
G.2 The Customer may exercise the right of cancellation by notifying the Company in writing at the Company’s address shown in Clause 1.1 by sending a fax to the Company at 0845 009 5540.
G.3 The Customer will no longer have this right once the Company has commenced provision of the Services with the Customer’s consent. The Customer shall be deemed to have given such consent by accepting these Terms and Conditions.
H. LIMITATION OF SERVICE
Limitations of Service as described in Clause 11 of the Full Terms & Conditions of Service will apply as part of this Agreement.
I. LICENCE AGREEMENT
Licence Agreement as described in Clause 12 of the Full Terms & Conditions of Service will apply as part of this Agreement.
J. INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights of the Company in any Equipment and ancillary documentation shall at all times for the Duration Period of this Agreement remain vested in the Company
K. DATA PROTECTION
All information, mail messages and other data stored on the Company's computer system will be treated as private and solely the property of the Customer at all times and will not be duplicated, copied, reproduced or viewed publicly in any way except with express or implied permission of the Customer and/or for the purpose of the Company's back up services and/or providing the Customer with the Services and/or for the Company's own internal purposes such as market research.
Clauses 14.2 to 14.4 the Full Terms & Conditions of Service will also apply as part of this Agreement.
L. FORCE MAJEURE
The Company shall not be liable for any failure in performing its obligations under this Agreement due to circumstances beyond its reasonable control.
M. INSURANCE
Obligation to Insure: The Customer shall take out and maintain at its own cost insurance against any property loss insuring the Equipment for its full replacement value against all usual risks until returned if applicable to the Company.
N. COMPLAINTS
The Customer should address any complaints concerning the provision of the Services to the Company at Customer Services, SDS Limited, 89 Kensington Avenue, Watford, Hertfordshire WD18 7RZ or by sending a fax to the Company at 0845 009 5540.
O. ASSIGNMENT
Neither this Agreement or any rights or obligations hereunder may be assigned or transferred or sub-contracted by the Customer in part or in whole to a third party, without the prior consent of the Company such consent not to be unreasonably withheld. The Company may on providing notice to the Customer assign this Agreement in part or in whole to any third party.
P. THIRD PARTY RIGHTS
Nothing in this Agreement shall be taken as granting any rights expressly or impliedly whether contractual or statutory to persons other than the Company and the Customer, whether by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise.
Q. INFORMATION FOR PLACING ORDERS
Information for placing orders is as described in Clause 20 of the Full Terms & Conditions of Service.
R. GENERAL
General terms and conditions of service as described in Clause 21 of the Full Terms & Conditions of Service will apply as part of this Agreement.
S. PRICE PROMISE/MONEY BACK GUARANTEE DURATION
Price promise and/or Money Back Guarantees are limited to written quotes provided to the Customer for the same or similar service. Claims must be received within 30 days from the initial date of registration. All price promise and money back guarantee decisions are made at the sole and final discretion of the Company.
Full Terms & Conditions for download (pdf)
