Derventio Caledonian Website Services

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Terms and Conditions

You indicate acceptance of these terms of service by placing an order with, or accepting a quotation from, Derventio Caledonian Website Services.

These terms and conditions will not be varied for individual customers.

INDEX

DEFINITIONS

In this Agreement the following words and expressions shall have the following meanings:

"downtime" means any service interruption in the availability to visitors of the Website;

"intellectual property rights" means patents, trade marks, design rights, applications for any of the foregoing, copyright, topography rights, database rights, rights in know-how, trade or business names and other similar rights or obligations, whether registrable or not in any country;

"Derventio Caledonian", "DC Website Services" or "DCWS" means Derventio Caledonian Website Services;

"IP address" stands for internet protocol address which is the numeric address for the server;

"ISP" stands for internet service provider;

"server" means the computer server equipment operated on behalf of Derventio Caledonian in connection with the provision of the Services;

"the Services" means web hosting, website design, domain name registration, email and any other services or facilities provided by Derventio Caledonian;

"spam" means sending unsolicited and/or bulk emails;

"virus" means a computer program that copies itself or is copied to other storage media, including without limitation magnetic tape cassettes, memory chips, electronic cartridges, optical discs and magnetic discs, and destroys, alters or corrupts data, causes damage to the user's files or creates a nuisance or annoyance to the user and includes without limitation computer programs commonly referred to as "worms" or "trojan horses";

"visitor" means a third party who has accessed the Website;

"project" is any website design service work undertaken;

"live Mode" means the date the website is available on the Customer’s chosen domain

"domain" is a top level domain name or website address;

"Open Source Software' is software made freely available to anyone under the GNU General Public License (GPL);

"content" is text, images and any other material displayed on a website.

Product specifications and details may be found at www.dc-website-services.co.uk.

Words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders.

The headings of the paragraphs of this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

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INTRODUCTION

The Customer wishes to provide Derventio Caledonian Website Services with data that will be hosted on servers operated on Derventio Caledonian’s behalf and made accessible via the Internet.

Derventio Caledonian provides web hosting services and has agreed to host the Customer's data upon the following terms and conditions.

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DUTIES

Derventio Caledonian shall provide to the Customer the Services specified in their order subject to the following terms and conditions.

The Customer shall deliver to Derventio Caledonian the website and the software used in the website which is owned by the Customer, or licensed to him by a third party, or provided by Derventio Caledonian, in a format specified by Derventio Caledonian.

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CHARGES AND PAYMENT

Payment methods include cash or cheques. All funds must clear before any services, or ownership of website property, shall be provided to the Customer.

The Charges are exclusive of VAT, which if payable shall be paid by the Customer.

Derventio Caledonian shall be entitled to charge interest in respect of late payment of any sum due under this Agreement, which shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 8% per annum above the base rate of the Bank of England from time to time in force.

Derventio Caledonian do not provide credit facilities.

Customers wishing to cancel services must notify us of this in writing. Pro-rata refunds will not be issued for yearly services that are cancelled before the end of the year unless except where the customer upgrades the service.

Services will not be renewed until ordered and paid for by the customer. Derventio Caledonian shall email the customer’s primary email address when renewal of services is due.

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IP ADDRESSES

Derventio Caledonian shall maintain control and ownership of the IP address that is assigned to the Customer as part of the Services and reserves the right in it's sole discretion to change or remove any and all IP addresses.

Where Derventio Caledonian, or it's agents, changes or removes any IP address it shall use it's reasonable endeavours to avoid any disruption to the Customer.

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SERVICE LEVELS AND DATA BACKUP

Derventio Caledonian shall use it's reasonable endeavours to make the server and the Services available to the Customer 99.9% of the time, however because the Services are provided by means of computer and telecommunications systems provided by another company on Derventio Caledonian’s behalf, no warranties or representations are given that the Service will be uninterrupted or error-free and Derventio Caledonian shall not, in any event, be liable for interruptions of Service or downtime of the server.

Derventio Caledonian carries out data backups for use by Derventio Caledonian in the event of systems failure. Derventio Caledonian do not provide data restoration facilities for individual customers. Even though every effort is made to ensure data is backed up correctly, Derventio Caledonian accepts no responsibility for data loss or corruption.

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ACCEPTABLE USE POLICY

The website and use of the Services may be used for lawful purposes only and the Customer may not submit, publish or display any content that breaches any law, statute or regulation. In particular the Customer agrees not to:

  • use the Services or the website in any way to send unsolicited commercial email or "spam", or any similar abuse of the Services;
  • send email or any type of electronic message with the intention or result of affecting the performance of any computer facilities;
  • publish, post, distribute or disseminate defamatory, obscene or other unlawful material or information, or any material or information which infringes any intellectual property rights, via the Services or on the Website;
  • publish, post, distribute or disseminate any pornographic or sexually-explicit images or material of any kind whether legal or not;
  • publish, post, distribute or disseminate without legal right or authority any copyrighted works, commercial audio, video, or music files, and any material that is perceived to be deliberately misleading;
  • publish, post, distribute or disseminate, pirated software, ROMS, emulators, phreaking, hacking, password cracking, IP spoofing and encrypting of any of the above including "links to" or "how to" information about such material;
  • publish, post, distribute or disseminate any High Yield Investment Program (HYIP) material, links to such sites;
  • threaten, abuse, disrupt or otherwise violate the rights (including rights of privacy and publicity) of others;
  • engage in illegal or unlawful activities through the Services or via the Website;
  • make available or upload files to the website or to the Services that the Customer knows contain a virus, worm, trojan or corrupt data;
  • obtain or attempt to obtain access, through whatever means, to areas of Derventio Caledonian’s, or it's agents, network or the Services which are identified as restricted or confidential. This includes leaving your home directory whilst using SSH access to servers;
  • operate or attempt to operate IRC bots or other permanent server processes;
  • launch a Denial of Service (DOS) attack or attempt to launch such an attack, or
  • operate or attempt to operate a proxy set-up or connection, or any sort of activity through a remote proxy connection.

The Customer shall have full responsibility for the content of the Website. Derventio Caledonian will not be obliged to monitor site content and will have no liability for any communications transmitted by virtue of the Services provided.

If the Customer fails to comply with the Acceptable Use Policy outlined above Derventio Caledonian shall be entitled to withdraw the Services and terminate the Customer's account without notice.

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ALTERATIONS AND UPDATES

All alterations and updates to the website shall be made by Derventio Caledonian, or the Customer using the online account management facilities, Content Management System, FTP access or SSH access where available. The Customer will be issued with a user name and password to access their account. The Customer will take all reasonable steps to maintain the confidentiality of their user name and password. If the Customer reasonably believes that this information becomes known to an unauthorised person, the Customer agrees to immediately inform Derventio Caledonian and the password will be changed.

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WARRANTIES

The Customer warrants and represents to Derventio Caledonian that Derventio Caledonian’s use of the Content or the Customer Software in accordance with this Agreement will not infringe the intellectual property rights of any third party, and that the Customer has the authority to license or use the Content, and permit such use by Derventio Caledonian.

All conditions, terms, representations and warranties that are not expressly stated in this Agreement, whether oral or in writing or whether imposed by statute or operation of law or otherwise, including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded. In particular and without prejudice to that generality, Derventio Caledonian shall not be liable to the Customer as a result of any viruses introduced or passed on to the Customer through the services provided.

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INDEMNITY

The Customer agrees to indemnify and hold Derventio Caledonian and it's employees and agents harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Derventio Caledonian arising out of any breach by the Customer of the terms of this Agreement, or other liabilities arising out of or relating to the Website.

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LIMITATION OF LIABILITY

Nothing in these terms and conditions shall exclude or limit Derventio Caledonian’s liability for death or personal injury resulting from Derventio Caledonian’s negligence or that of it's employees, agents or sub-contractors.

The entire liability of Derventio Caledonian to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.

In no event shall Derventio Caledonian be liable to the Customer for any loss of business, loss of opportunity or loss of profits, or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or where Derventio Caledonian had been made aware of the possibility of the Customer incurring such a loss.

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GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.

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DOMAIN NAME REGISTRATION

Domain names are not deemed to be successfully registered until they appear in the relevant Whois database of the top level domain name registrar. In the event that a domain name is unavailable when an attempt is made to register it, Derventio Caledonian will provide a full refund for that domain name.

Derventio Caledonian uses the services of eNom as a domain name registrar. Their Terms and Conditions may be viewed at www.enom.com/terms/default.asp.

Domain names will be registered by Derventio Caledonian in the Customer's name using the details provided by the Customer.

A domain name will be registered by Derventio Caledonian on behalf of the Customer on receipt of full payment for the domain name. Once registered the domain name shall remain the intellectual property of the Customer even if the Project is subsequently cancelled, altered or curtailed, or this agreement terminated.

Although Derventio Caledonian will endeavour to remind Customers when their domain name is due for renewal it shall be the responsibility of the Customer to arrange for the renewal of their domain names. If a domain name expires, Derventio Caledonian shall not be held liable for a this.

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SCRIPTING

Derventio Caledonian are not responsible for customer programming issues other than ensuring that programming languages such as Perl, PHP and ASP are installed and functioning on the web hosting system.

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PRIVACY

To protect your privacy we will not distribute your details to third parties without your permission, unless required to do so by law.

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DATA TRANSFER

Web hosting accounts include a certain amount of data transfer, if a Customer exceeds this amount in any one month their account may be deactivated until they have upgraded to an account that has more data transfer included.

Web hosting accounts that host file distribution (including but not limited to music, video and software) are limited to a maximum data transfer of 25 GB per month for file distribution.

Web hosting accounts are prohibited from hosting adult content orientated websites, hosting banners, graphics or cgi scripts on behalf of other websites, storing pages, files or data as a repository for other websites or personal computers, or giving away web space under a domain, sub domain or directory.

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HOSTING LIMITATIONS

The maximum size of a single SQL database shall not exceed 400 MB irrespective of the web space allocated to the hosting account.

The size of each mailbox account will be limited to a maximum of 500 MB.

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SERVER USAGE

Should a Customer's account near the upper limits of server space or bandwidth set in their hosting package, Derventio Caledonian will discuss with them suitable alternative packages or upgrade solutions for their hosting requirements.

Derventio Caledonian or it's agents reserves the right to disable or delete any feature or application provided on the shared hosting service without notification if that feature or application is found to be detrimental to the overall operability and performance of the server.

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COMMUNICATIONS

Derventio Caledonian may communicate with it's customers via email and as such they will agree to receive by email any communication that may contain changes to terms and conditions, notification of major outages, updates to products & features, special offers and any other information necessary to maintain a business relationship.

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MAIL BOXES

Mail boxes not accessed in a 100 day period or more may be deleted from the system without notice.

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PRICE FREEZE GUARANTEE

Derventio Caledonian will guarantee that the price applicable at the time a customer originally signs up for a hosting package and/or domain name registration will be the price they will pay for all future renewals of the service, provided the service remains unchanged. Where a package or service is changed or upgraded then the guarantee will transfer to the new price. This arrangement will apply for the duration of a customer’s account with Derventio Caledonian.

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FREE HOSTING AND DOMAIN NAME

Derventio Caledonian will provide customers with one year free hosting and free registration or transfer of a domain name on the purchase of a website design service. (The price of the domain name must not exceed £20 in which case a £20 discount will be applied to the price instead) The year will commence from the date the domain name or hosting package is first registered or provided, whichever is sooner.

If the hosting package is upgraded within the free period a pro-rata discount will be given based on the number of whole months left and based on what the cost of the original package provided would otherwise have been.

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WEBSITE DESIGN SERVICE

Derventio Caledonian will only commence work on a Project on receipt of a non-refundable, 25% deposit of the quoted Project fee. A final 75% payment will be made by the Customer on completion of the website. The website will only be switched to Live Mode once the Customer's remaining balance is paid in full.

The deposit paid to Derventio Caledonian will be in addition to any amount paid for the registration or transfer of a domain name.

The deposit is non refundable.

Derventio Caledonian shall expect the Customer to carry out sufficient research before proceeding with a website. This will include checking that the website/idea/business will operate legally.

The Customer undertakes to maintain regular contact with Derventio Caledonian throughout the entire Project. Where a Customer does not make contact for 1 month Derventio Caledonian will make up to 5 attempts to contact the Customer by email using the email address originally provided by the Customer. Where no response is received following these attempts the Project may be terminated with no refund given.

Where images or material used on the website is purchased by Derventio Caledonian on behalf of the Customer, these shall be strictly for use on the website only. Derventio Caledonian shall not accept responsibility for misuse of any images or material by the Customer or any other person copying, altering or distributing the images or material to individuals or other organisations.

Derventio Caledonian will host the website if the Customer requires us to do so and on receipt of full payment of relevant fees where applicable.

Derventio Caledonian do not guarantee any specific placement or high ranking of a Customer's site on search engines.

Derventio Caledonian will provide the Customer with an expected completion date for the Project if requested and will endeavour to meet any given deadline, however this cannot be guaranteed and Derventio Caledonian will not be bound in any way to complete the Project by this date. The expected completion date provided shall be an estimate only.

Derventio Caledonian may use Open Source Software to design and build the Customer’s Project. In such a case the Customer shall not be charged for provision of the Open Source Software; all charges made in such cases shall be to cover design, administration, installation and configuration of the software. Because of Open Source Software licensing restrictions the website architecture may not be owned by either Derventio Caledonian or the Customer.

Derventio Caledonian shall own all design and code of the Project until final payment has been received in full. Once final payment is received, ownership will transfer to the Customer.

Once ownership of the Project has passed to the Customer, all images and material displayed on the Customer’s website shall be the sole responsibility of the Client in respect of usage and copyright. Should any legal issues or claims arise from the content or copyright of any images supplied by the Customer, or Derventio Caledonian on behalf of the Customer, they will be the sole responsibility of the Client.

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SECURITY UPDATES

Derventio Caledonian undertakes to upgrade the architectural software used to develop the customer's database driven websites whenever security or other essential updates are released, provided the site is and remains hosted with Derventio Caledonian.

TERM AND TERMINATION

This Agreement will become effective on the date the service is ordered and shall continue until terminated by either party in writing of an intention to terminate the Agreement.

Derventio Caledonian shall have the right to terminate this Agreement with immediate effect by giving notice in writing to the Customer if the Customer fails to make any payment when it becomes due.

Either party may terminate this Agreement forthwith by notice in writing to the other if:

the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or

the other party commits a material breach of this Agreement which cannot be remedied under any circumstances; or

the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or

the other party ceases to carry on it's business or substantially the whole of it's business; or

the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with it's creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of it's assets.

Any rights to terminate this Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of this Agreement as at the date of termination.

On termination all data held in the customers account will be deleted.

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ASSIGNMENT

Derventio Caledonian may assign or otherwise transfer this Agreement at any time.

The Customer may not assign or otherwise transfer this Agreement or any part of it without Derventio Caledonian’s prior written consent.

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FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform any of it's obligations if the delay or failure results from events or circumstances outside it's reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any Internet Service Provider, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of it's obligations after notifying the other party of the nature and extent of such events.

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SEVERANCE

If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

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NOTICES

Any notice to be given by either party to the other may be sent by either email or recorded delivery to the address of the other party as appearing in this Agreement or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by fax shall be deemed to be served on receipt of an error free transmission report, or if sent by recorded delivery shall be deemed to be served 2 days following the date of posting.

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ENTIRE AGREEMENT

This Agreement contains the entire Agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. This Agreement may be updated without notice.

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