1.1 The definitions and rules of interpretation in this Condition apply in these Conditions.
Company: Worldwide Websights Limited (Company Number 03348289) whose registered office address is Technology House, Annie Med Lane, South Cave, East Yorkshire, HU15 2HG and who use the trading names Websights and Eurofasthost;
Company's Website: means either www.websights.co.uk, www.eurofasthost.com, and/or any other domains or sub-domains operated by the company from time to time;
Contract: any contract between the Company and the Customer for the provision of Services, incorporating these Conditions, the Schedule of Contract Details, and the Proposal;
Customer: the person, firm or company who purchases the Services from the Company;
Proposal: a document prepared by the Company setting out the details, including a cost estimate/quotation of the Web Design Services to be provided and;
Services: any services agreed in the Contract to be provided to the Customer by the Company including but not limited to the Hosting, Web Design and Broadband Services as set out in the Schedule of Contract Details.
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to one gender includes a reference to the other gender.
1.5 Condition headings do not affect the interpretation of these Conditions.
2.1 Subject to any variation under Condition 2.3 the Contract shall be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Customer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These Conditions apply to all Services the Company shall provide and any variation to these Conditions and any representations about the Services shall have no effect unless expressly agreed in writing and signed by a Director of the Company. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in these Conditions shall exclude or limit the Company's liability for fraudulent misrepresentation.
2.4 No order placed by the Customer shall be deemed to be accepted by the Company until a written acknowledgement of order whether by electronic mail or other means, is issued by the Company or (if earlier) the Company provides the Services to the Customer.
2.5 The Customer shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.6 Any quotation is given on the basis that no Contract shall come into existence until the Company despatches an acknowledgement of order to the Customer. Unless otherwise agreed between the parties any Proposal or other quotation or estimate is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.
2.7 Any Proposal or other quotation or estimate made by the Company is non-binding and is subject to these Conditions.
3.1 The description and technical specification of the Services as amended from time to time shall be as set out by the Company in the Schedule of Contract Details and as follows:-
3.2 All demonstrations, descriptive matter and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract.
4.1 Delivery of the Services shall take place on the date set out in the Schedule of Contract Details. Any dates specified for delivery are intended to be an estimate only and time for delivery shall not be of the essence.
4.2 The Customer can only cancel an order (or any part of an order) which the Company has already accepted, with the Company’s prior agreement in writing and provided that the Customer indemnifies the Company in full in terms established by the Company. The Company is not bound to agree to any such cancellation and may complete such order or perform the Services contained in the order even if the Customer purports to cancel it.
4.3 Where the Company is to perform at the Customer’s premises, the Customer shall procure safe access to the premises and the provision of adequate power, lighting, heating and other such facilities and supplies for the Company’s employees or agents in accordance with the demands of any applicable legislation and as the Company shall reasonably require.
4.4 Unless otherwise agreed the Customer will provide all necessary items and equipment required for the provision of the Services such as hardware, software and other communications equipment which will enable access to the internet.
4.5 The Services will be deemed to be completed and the relevant element of the Contract price to be due and payable within 30 days:
4.6 Subject to the other provisions of these Conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the provision of Services (even if caused by the Company’s negligence), nor shall any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 180 days.
4.7 The Company may temporarily cease the Web Design, Hosting and/or Broadband Services for operational reasons. In such circumstances the Company will use reasonable endeavours to restore the Hosting and Broadband Services and to re-commence the Web Design Services as soon as is reasonably practicable.
4.8 The Company will, unless in the case of emergency, use reasonable endeavours to notify the Customer of any break in the Hosting or Broadband Services caused due to operational reasons. Notification of such breaks will be posted on the web site.
5.1 Unless otherwise agreed by the Company in writing, the price for the Services shall be the price set out in the Company’s price list published on the date the registration form is signed or submitted.
5.2 Unless otherwise agreed in writing the price for the Services shall be exclusive of any value added tax or other similar taxes or levies or insurance all of which amounts the Customer shall pay in addition when it is due to pay for the Services.
5.3 The Company reserves the right to vary the prices at any time upon providing 30 days notice to the Customer.
6.1 Subject to Condition 6.2 and 6.5, payment of the price for the provision of the Services is due in pounds sterling 30 days after the date of the invoice unless otherwise agreed or set out in the Schedule of Contract Details.
6.2 Payments for the Hosting Services and Broadband Services shall be made by the Customer on an annual or monthly basis as specified in the Schedule of Contract Details. In such circumstances the following shall apply in relation to payment:
6.3 Time for payment shall be of the essence.
6.4 No payment shall be deemed to have been received until the Company has received cleared funds in full.
6.5 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
6.6 The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.
6.7 If the Customer fails to pay the Company any sum due pursuant to the Contract, the Customer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 8% above the base lending rate from time to time of HSBC Bank Plc, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
6.8 Further, if any sum due from the Customer to the Company under the Contract or any other contract is not paid on or before the due date for payment then all sums then owing by the Customer to the Company shall become due and payable immediately and, without prejudice to any other right or remedy available to the Company, the Company shall, in addition to Condition 6.7 above, be entitled to:
6.9 Invoices for hosting packages are generated 30 days prior to the renewal date. A payment reminder email will be sent 7 days before the due date if the invoice remains unpaid. If you have a credit card registered on your account we will try to process payment automatically 4 days prior to the due date. You will be emailed a payment receipt at this time or a notification that your card was not successfully charged. If the invoice remains unpaid and becomes overdue you will be emailed an overdue notification 1 day after the payment due date. If payment is still not received your account will be suspended within 5 days of the due date.
7.1 If the Customer establishes to the Company’s reasonable satisfaction that the Services have not been performed with reasonable care and skill, then the Company shall at its option, at its sole discretion and within a reasonable time;
Subject, in every case, to the remaining provisions of this Condition 7 provided that the liability of the Company under this Condition 7 shall in no event exceed the purchase price of such Services and performance of any one of the above options shall constitute an entire discharge of the Company’s liability under this warranty.
7.2 Condition 7.1 shall not apply unless the Customer:
7.3 If the Company elects to re-perform the Services pursuant to Condition 7.1, the Company shall re-perform the Services for the Customer at the Company’s own expense at the address at which the Services were performed and the Customer shall make any arrangements as may be necessary to deliver up to the Company the materials relating to the previously performed Services.
7.4 The Company shall be under no liability under warranty at Condition 7.1 above:
7.5 Without prejudice to the generality of Condition 7.1 above, due to the nature of the Broadband and Hosting Services (which may rely on a third party) the Company will so far as is reasonably possible provide the Broadband and Hosting Services in accordance with the description of the Services but the Company makes no warranty, guarantee or representation in respect of the speed or quality of the Broadband or Hosting Services.
7.6 The warranties set out in this document are the only warranties which shall be given by the Company and all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
8.1 Nothing in these Conditions excludes or limits the liability of the Company for any matter which would be illegal for the Company to exclude or attempt to exclude its liability including for death or personal injury caused by the Company’s negligence, or for fraud or fraudulent misrepresentation.
8.2 The Company’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 Services under this Contract shall be limited to the price paid for the Services.
8.3 The Company shall not be liable to the Customer for any loss of profit or other economic loss (direct or indirect), indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) or loss or damage (contractual, tortious, breach of statutory duty or otherwise), which arises out of or in connection with the Contract, or for any liability incurred by the Customer to any person for economic loss, claim for damages or awards howsoever arising from the Services or otherwise.
8.4 The Company shall not be liable to the Customer for any claims for loss or damage arising from:
8.5 The Customer agrees to indemnify the Company in respect of all costs incurred by the Company in defending any action or proposed action brought or threatened against the Company by a third party arising from any claims or legal proceedings relating to the use of the Services provided under this Contract.
8.6 The Customer agrees to indemnify the Company in respect of damages or penalties imposed by any competent authority arising from any claims or legal proceedings relating to the use of the Service provided under this Contract.
9.1 Unless otherwise agreed, this Contract is not a re-seller contract and the Services the Company provides under this Contract are solely for the use of the Customer. The Customer shall not re-sell or attempt to re-sell any of the Services provided under this Contract to any third party.
10.1 In circumstances where the Customer chooses not to use the Company’s website creation and maintenance Service the Company shall have no responsibilities or obligations in respect of the creation, uploading, maintenance and design of all information on any website set up by a Customer on the Company’s web servers.
10.2 the Customer warrants that:-
10.3 The Customer will ensure that the Services provided under this Contract shall not be used in a manner which, in the sole opinion of the Company, is:-
10.4 The Company is permitted, at its sole option, to remove any data immediately from a website or mail server or to withdraw the provision of Services where the Customer is misusing the Services provided.
10.5 The Customer must ensure that any domain name it uses does not infringe the rights of any third party.
10.6 The Customer will promptly inform the Company of any actual or threatened claims or legal proceedings made or to be made against the Customer relating to the use of the Services. In circumstances where an actual or threatened claim arises from the acts or omissions of the Customer the Company may request the Customer to stop such act or omission and the Customer shall comply with such request.
10.7 The Customer will ensure that any website related to the provision of Services under this Contract contains the Customer’s full contact details, including but not limited to the address, email address and contact telephone number, in a clear and legible form.
The following applies in relation to Services:
12.1 The Customer will ensure that any passwords given to it for the purpose of accessing or using the Services remain confidential at all times and that there is proper use of all passwords relating to the Services to which they apply.
12.2 The Customer is entirely responsible for maintaining the confidentiality of any username and password. The Customer will inform the Company immediately if it has any reason to believe that any password has become known to someone not authorised to use it, or if any password is being or is likely to be used in an unauthorised way.
12.3 In the event of an actual or potential breach of security or a misuse of any of the Services the Company may change the password for that relevant Service and notify accordingly.
12.4 The Customer will comply with any security checks the Company may operate to ensure the integrity of the Services we provide.
12.5 If any of the information provided upon registration by the Customer changes, the Customer agrees to inform the Company immediately of those changes.
12.6 The Customer confirms and warrants that the information supplied by the Company on the registration form is accurate and complete.
13.1 Copyright subsists in all software and documentation that the Company supplies for the use of the Customer in connection with provision of the Services. All intellectual property rights remain the Company's property or the Company’s licensor's property.
13.2 Any bespoke software developed and designed for the Customer will belong to the Customer providing the Customer has paid in full otherwise the Company will retain ownership of any such software.
13.3 This Contract grants the Customer a non-exclusive non-transferable licence to use the software and associated documentation to the extent necessary for the Customer to access the Services provided under this Contract within the United Kingdom.
13.4 The owners of intellectual property rights in any software provided under this Contract may impose terms relating to the use of that software and the Customer must comply with such terms.
13.5 Any charges for updates or modifications to any software provided will be specified in a Proposal, quotation or estimate. Such updates or modifications may be delivered on-line. These charges are due in pounds sterling 30 days after the date of the invoice.
13.6 Subject to the other provisions in these Conditions the Company warrants that the Hardware and any software shall:-
13.7 If any of the Hardware or any software does not conform with any of the warranties in Condition 13.6 the Company shall at its option repair or replace such Hardware or software (or the defective part of such) or refund the price of such Hardware and any software at the pro rata contract rate provided that, if the Company so request, the Customer shall, at the Company’s expense, return the Hardware and/or software or the relevant part of such which is defective to the Company.
13.8 If the Company complies with Condition 13.7 it shall have no further liability for a breach of any of the warranties in Condition 13.6.
14.1 The Company may assign the Contract or any part of it to any person, firm or company.
14.2 The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
The Company reserves the right to suspend or to cancel the Contract in whole or in part (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, power failure, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 30 days the Customer shall be entitled to give notice in writing to the Company to terminate the Contract.
16.1 The Company shall have the right at any time and for any reason to immediately (unless otherwise stated) terminate the Contract in whole or in part by giving the Customer written notice, whereupon all work on the Contract shall be discontinued without liability to the Company, if:
16.2 The termination of the Contract, however arising, shall be without prejudice to the rights and duties of the Company accrued prior to termination. The Conditions which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination.
16.3 Upon termination of this Contract any sums due and payable and any fees owed to third parties shall immediately be paid by the Customer.
17.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid post or sent by fax or sent by electronic mail:
17.2 Communications shall be deemed to have been received:
17.3 Communications addressed to the Company shall be marked for the attention of the Directors of the Company.
18.1 This Contract, its contents, the matters to which it relates and information exchanged pursuant to it are confidential between the Customer and the Company.
18.2 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
18.3 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
18.4 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
18.5 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
18.6 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
18.7 Without prejudice to the rights set out in this Contract the Company may vary any part of this Contract on providing 7 days notice to the Customer.
18.8 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.