General Terms and Conditions In consideration of the mutual covenants herein, the parties agree to the following, which shall apply during the term of this agreement:
1. DEFINITIONS: A. "Web Design" means the design of individual pages and/or complete web sites to be provided by Accessible Domains Limited. "Hosting" means the hosting of the Customer web site on a Accessible Domains Limited server or some such provider as may be utilised from time to time. B. "Customer" means a customer of Accessible Domains Limited services
2. PRICES A. All prices for Web Design and/or Hosting provided by Accessible Domains Limited to Customer are UK Pounds Sterling unless stated otherwise.
3. ORDER ACCEPTANCE, PAYMENT A. Accessible Domains Limited undertakes to use reasonable endeavours to carry out the order referred to above in accordance with the estimated time schedule set out above. B. Payment and Terms: Payment shall be made in UK Pounds Sterling to Accessible Domains Limited into the account designated by Accessible Domains Limited, or as may otherwise be agreed in writing by the parties. Payments are due upon presentation of invoice. If due to bank charges, transfer fees, or the like, Accessible Domains Limited should receive less than its invoice amount, Accessible Domains Limited will re-invoice Customer for the shortfall. In the event that any amount remains unpaid fourteen (14) days after invoice date, Accessible Domains Limited may discontinue, withhold, or suspend services to Customer.
4. RULES AND REGULATIONS Accessible Domains Limited may impose reasonable rules and regulations regarding the use of its Hosting services from time to time. These rules and regulations include the use to which a hosting account is used. Accessible Domains Limited will not allow sites to operate that include material likely to cause offence or are of an illegal nature including pornography, inflammatory material relating to race, gender or disability and any other such subject matter that is deemed unsuitable.
5. LIMITATION OF Accessible Domains Limited’s OBLIGATIONS AND LIABILITY
A. Accessible Domains Limited will utilise reasonable efforts to maintain acceptable performance of Web Design and/or Hosting services contracted for, but Accessible Domains Limited makes absolutely no warranties whatsoever, express or implied, including warranty of merchantability or fitness for a particular purpose. Accessible Domains Limited cannot guarantee continuous service, service at any particular time, or integrity of data stored or transmitted via its system or via the Internet. Accessible Domains Limited will not be liable for the inadvertent disclosure of, or corruption or erasure of, data transmitted or received or stored on its system or that of any third party including Hosting companies. Accessible Domains Limited shall not be liable to Customer or any of its customers for any claims or damages which may be suffered by Customer or its customers, including, but not limited to, losses or damages of any and every nature, resulting from the loss of data, inability to access Internet, or inability to transmit or receive information, caused by, or resulting from, delays, non deliveries, or service interruptions whether or not caused by the fault or negligence of Accessible Domains Limited.
B. Accessible Domains Limited will utilise reasonable endeavours to acquire, on request, an Internet Domain Name (only from Internet Names WorldWide, Nominet or Nomination) on behalf of the Customer. Customer hereby waives in writing prior to acquisition, any and all claims which it may have against Accessible Domains Limited for any loss, damage, claim or expense arising out of, or in relation to, the registration, use or release of such Domain Name.
C. Accessible Domains Limited may discontinue servicing any Hosting, or may require fulfilment of conditions Accessible Domains Limited may choose to impose as a prerequisite for continuing to service any Hosting. Such discontinuation or requirement may not be unreasonable, however, and Accessible Domains Limited agrees to provide Customer with reasonable notice via Email and fax of any such intent to discontinue or impose conditions.
D. Services provided by Accessible Domains Limited to Customer shall be deemed accepted for all purposes fourteen (14) days after invoice date for such services, if no written claim or objection regarding such services has been received by Accessible Domains Limited within the 14-day period. No claim related to such accepted services shall be raised.
E. Accessible Domains Limited’s liability to Customer, and any end user of any Hosting or other Accessible Domains Limited services is limited to the amount paid to and received by Accessible Domains Limited for services not accepted. In no event shall Accessible Domains Limited be liable to Customer, or any end user or any other entity for any special, consequential, indirect, or other damages, however caused, whether for breach of contract, negligence or otherwise, even if Accessible Domains Limited has been advised of the possibility of such damage.
F. Customer will take all necessary measures to preclude Accessible Domains Limited from being made a party to any lawsuit or claim regarding Accessible Domains Limited services provided to any Customer. Customer hereby agrees to indemnify and hold harmless Accessible Domains Limited from any and all claims of whatever nature brought by any of Customer's customers against Accessible Domains Limited in excess of the remedy set forth in paragraph 5(E).
6. PROPERTY RIGHTS
A. Accessible Domains Limited owns all right, title and interest in Accessible Domains Limited’s trade names, service marks, inventions, copyrights, trade secrets, patents, and know-how relating to the design, function, or operation of Web Design and Hosting and of the hardware and software systems and resources necessary to provide the individual service elements of which they consist. This agreement does not constitute a licence to Customer to use Accessible Domains Limited's trade names or service marks.
B. Accessible Domains Limited owns all right, title and interest in Accessible Domains Limited's marketing or advertising (including any and all online, written and printed information). This agreement does not constitute a right or licence to use or reproduce in any way, complete or in part, any of Accessible Domains Limited's marketing or advertising literature in an online or offline form without the written permission of Accessible Domains Limited.
7. CONFIDENTIALITY Customer acknowledges that by reason of its relationship with Accessible Domains Limited hereunder, it may have access to certain information and materials relating to Accessible Domains Limited’s business, plans, customers, software technology, and marketing strategies that is confidential and of substantial value to Accessible Domains Limited, which value would be impaired if such information were disclosed to third parties. Customer agrees that it will not use in any way for its own account, nor for the account of any third party, nor disclose to any third party, any such information revealed to it by Accessible Domains Limited. Customer further agrees that it will take every reasonable precaution to protect the confidentiality of such information. In the event of termination of this agreement, there shall be no use or disclosure by the Customer of any such confidential information in its possession, and all confidential materials shall be returned to Accessible Domains Limited or destroyed. The provisions of this section shall survive the termination of the agreement for any reason. Upon any breach or threatened breach of this section, Accessible Domains Limited shall be entitled to injunctive relief, which relief shall not be contested by Customer.
8. RELATIONSHIP OF THE PARTIES The relationship between Accessible Domains Limited and Customer is that of vendor and vendee. They shall not be construed as being joint venturers, franchiser/franchisee, or employer/employee. This agreement is a commercial agreement between businesses, not a consumer agreement. Customer has no authority, apparent or otherwise, to contract for or on behalf of Accessible Domains Limited, or in any other way legally bind Accessible Domains Limited in any fashion, nor shall Customer be authorised to make any representations about Accessible Domains Limited or its services other than to set forth Accessible Domains Limited's responsibilities as outlined in this agreement.
9. DISPUTES The parties shall attempt to resolve all disputes arising out of this agreement in a spirit of co-operation without formal proceedings. Any dispute which cannot be so resolved (other than the collection of money due on unpaid invoices) and other than the injunctive relief referred to in paragraph 7 shall be subject to the English courts upon written demand of either party.
10. TERM, TERMINATION: This agreement shall run until terminated in one of the following ways:
A. By either party, by notifying the other in writing before the Customer Hosting renewal date stating that this agreement will not be renewed.
B. By Accessible Domains Limited, upon fourteen (14) days' written notice, if Customer breaches any provision of this agreement and has not cured by the end of the 14 days.
C. By Accessible Domains Limited, immediately upon giving written notice to the Customer, in the event that 1. Any bank draft or cheque payment delivered by Customer to Accessible Domains Limited in payment for Web Design and/or Hosting is returned unpaid and Customer fails to remedy such non payment within five business days; 2. Customer becomes more than thirty (30) days in arrears in payment of its account with Accessible Domains Limited; 3. There are instituted bankruptcy or insolvency proceedings against Customer, which are not vacated within sixty (60) days from the date of filing; 4. Customer institutes voluntary bankruptcy or insolvency proceedings, or otherwise admits insolvency; or 5. Customer makes an assignment of all or part of its assets for the benefit of creditors.
D. By Accessible Domains Limited immediately, if Customer attempts to assign all or any part of this agreement without Accessible Domains Limited's prior written approval;
E. By Accessible Domains Limited immediately, if Customer fails to cause Accessible Domains Limited to be informed in writing immediately on the happening of any event specified in this section. The provisions of paragraph survive any termination of this agreement.
11. NONASSIGNABILITY Customer's rights and obligations under this agreement may not be transferred or assigned directly or indirectly without the prior written consent of Accessible Domains Limited, which consent shall not be unreasonably refused.
12. PARTIAL INVALIDITY If any provision of this agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect. Accessible Domains Limited and Customer agree to renegotiate in good faith any term held invalid and to be bound by mutually agreed substitute provision.
13. NOTICES All notices may be sent by email, fax, or mail to the email address, fax number, or address most recently provided and will be effective upon transmission. Evidence of successful transmission shall be retained.
14. ENTIRE AGREEMENT; MODIFICATIONS This agreement sets forth the entire agreement and understanding between the parties and merges all prior discussion between them. Accessible Domains Limited may make changes to this agreement upon thirty (30) days' written notice to Customer, advising of the change and the effective date thereof. Utilisation of Accessible Domains Limited services by Customer and/or its customers following the effective date of such change shall constitute acceptance by Customer of such change(s). Otherwise, this agreement may not be modified except by the written consent of both parties.