GENERAL TERMS AND CONDITIONS OF SERVICE KnM Ltd
The headings in this Agreement are for convenience only and shall not affect the interpretation of these Conditions
. 1. INTERPRETATION 1.1 DEFINITIONS
In these Conditions unless otherwise stated:- "Act" means the Telecommunications Act 1984;
"Additional Charges" means any charges payable to the Company for services not included in the Specified Service, details of which canbe found on the Company's website through http://www.rochemedia.co.uk and which are payable in accordance with Clause 5 and which may vary from time to time;
"Agreement" means any contract for the provision of Services by the Company to the Customer which incorporate these Conditions;
"Amendment Notice" means any notice of variations to the Charges in respect of the Services as may be issued from time to time:
"Charges" means the charges payable by the Customer for the provision of the Services details of which can be found on the Company's Website through http://www.rochemedia.co.ukwhich may vary from time to time;
"Company" means Options Associates Ltd, a company registered in England under number 382512 whose registered office is currently situated at 22 Godstone Road, Kenley, Surrey, CR8 5JE;
"Commencement Date" means the date upon which the Company confirms acceptance of the Customer's offer to pay for the Services inaccordance with these Conditions;
"Credit/Debit Card" means any credit card or debit card issued by financial institutions which is acceptable to the Company and include but are not limited to Master Card, American Express, Switch Card, Delta Card and Visa Card.
"Duration Period" is the period commencing on the Commencement Date and expiring on the date the Agreement is terminated in accordance with Clause 8 of these Conditions;
"Equipment" means the computer software provided by the Companyin respect of the Specified Service;
"Naming Organisation" means the Nominet UK (http://www.nic.uk) for .uk or such other Naming Organisation as the Company may specify to the Customer from time to time;
"ICANN" means Internet Corporation for Assigned Names and Numbers;
"Initial Registration Period" means the period of two years for .uk andone year for .com, .net and .org domains commencing on and including the date of the application for Registration;
"Intellectual Property Rights" means all or any registered or unregistered intellectual property rights in any part of the world, including but not limited to patents, design rights, copyrights, topographical rights, know-how, rights in inventions and ideas and rights to confidence together with any right to apply for any such intellectual property rights and the benefit of any applications for any such intellectual property rights;
"Order" means a request made by the Customer to the Company for Services to be supplied subject to these Conditions;
"Registration" means an application by the Company acting as agent for the Customer to register domain name(s) with the Naming Organisation; "Renewal Period" means one year.
"Services" means the Registration of domain name(s) and/or hosting the domain name(s) of the Customer in accordance with the SpecifiedService;
"Special Conditions" means the particular conditions that will apply toany order for the Services details of which can be found on theCompany's website through http://www.rochemedia.co.uk;
"Specified Service" means any of the home page packages providedby the Company which can be found on the Company's Websitethrough http://www.rochemedia.co.uk and selected by the Customer;
"UDRP" means Uniform Domain Names Dispute Resolution Policy;
"Working Day" means a day other than a Saturday or Sunday on which the Clearing Banks in the United Kingdom are open to the public for the transaction of business.
1.2 References In this Agreement, references to "this Agreement" are references to this Agreement together with any document referred to or incorporated herein; "Clauses" are references to clauses to this Agreement; "Persons" include a reference to anybody corporate, unincorporated association or partnership; the singular shall include the plural and vice versa; "Third Party" is a person who is not a party to this Agreement; references to a statute, statutory instrument, regulation, order or licence is a reference to that statute, statutory instrument, regulation, order or licence as substituted, varied or re-enacted from time to time, unless the context otherwise requires.
1.3 Include The words "include" and "including" are to be construed without limitation.
1.4 Headings The headings in this Agreement are for convenience only and shall not affect the interpretation of these Conditions.
2. TERMS OF CONTRACT
2.1 Incorporation of Conditions These Conditions shall apply to and be incorporated into any Agreement between the Company and the Customer relating to the Services.
2.2 Conflict Subject to any special conditions agreed between the Company and the Glass Manufacturer or Customer, these general 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.
3. SUPPLY OF THE SERVICES
3.1 The Company agrees to supply the Services to the Customer on the following conditions:- (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;
(b) the Company shall inform the Customer of any delay in the delivery of the Services as soon as reasonably practicable;
(c) the Company shall provide a full refund of the Charges (subject to Clause 4.1) to the Customer if it is unable to supply the Services within 30 days from and including the Commencement Date of the Agreement; and
3.2 Risk and Title (a) risk shall in any Equipment pass to the Customer on delivery; and
(b) the Company shall retain ownership of the Equipment for the Duration Period of this Agreement.
3.3 Warranty 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 by the Customer 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.
4. REGISTRATION OF DOMAIN NAME(S) 4.1 The Company does not accept responsibility nor does it make any warranty that the domain names(s) requested by the Customer will be accepted for registration in the register of the Naming Organisation nor will it be liable for any costs of the Customer incurred if the application for Registration is unsuccessful. The Company does not accept responsibility for any liability to third parties for breach of their Intellectual Property Rights in relation to the domain name(s) requested by the Customer.
4.2 Upon successful Registration the Company will host the Customer's domain name(s) for the Initial Registration Period and for such timeas it remains validly registered to the Customer subject to such rules of the respective Naming Organisation as may be in force from time to time and which can be accessed through http://www.nic.uk/terms.html and http://www.icann.org.
4.3 Notwithstanding Clause 4.2, the Company reserves the right to suspend or cancel any application for Registration or refuse to host a domain name(s) in the circumstances set out in Clause 11.1 of this Agreement.
4.4 The Company agrees that for the Duration Period of this Agreement and in consideration of the payment of the Charges by the Customer it will renew the registration of a domain name(s) for the Renewal Period.
4.5 The Customer acknowledges that any disputes arising out of the use of its domain name(s) requested by the Customer will be resolved for .uk domains in accordance with the Nominet UK Dispute Resolution Service which can be accessed http://www.nic.uk/ref/drs.html and for .com, .net and .org domains in accordance with the UDRP which can be accessed http://www.icann.org/udrp/udrp.htm which may impose restrictions on the termination or transfer of a domain name(s) with its current host during or pending the settlement of such a dispute. The Company agrees to act as mediator for the Customer.
4.6 Subject to Clause 17 the Customer shall be permitted to transfer his domainname(s) to another host other than the Company upon termination of this Agreement in accordance with Clause 8.
5. CHARGES
5.1 All accounts are payable on demand. In the absence of demand, payment in full for the goods supplied shall be made by the Buyer to the Seller on or before the fourteenth day following the date of the invoice. The Seller shall also be entitled to charge such reasonable costs as it may any overdue balances.
5.2 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 invoice shall be entered into the Customer's administration menu and the Customer shall be responsible for checking receipt. The Company will if required provide invoices through the postal system but subject to payment of the Company's Additional Charges that are in force from time to time.
5.3 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 6 weeks prior to the date that any variation of the Charges shall come into force.
5.4 The Customer shall no later than 6 weeks from the date of deemed receipt of the Amendment Notice send a counter notice to the Company accepting or rejecting the terms of the Amendment Notice. In the event that the Customer specifies in the counter notice acceptance of the terms of the Amendment Notice or fails to send a counter notice within the specified period then the terms of the Amendment Notice shall apply as from and including the date specified in the Amendment Notice and this agreement for Services shall be deemed to be varied accordingly. Inthe event that the counter notice rejects theterms of the Amendment Notice then until such date as this Agreement has been terminated in accordance with Clause 8 the Customer will be charged the Charges as varied from and including the date in the Amendment Notice. Upon receipt of the Amendment Notice the Customer has the right to terminate this Agreement with effect from the date in the Amendment Notice, such notice of termination to be received by the Company no later than 14 days before the date in the Amendment Notice.
5.5 The Customer acknowledges that the Charges are exclusive of any telecommunication charges. All telecommunication charges incurred by the Customer in connection with the use of the Services remain solely at all times the responsibility of the Customer. The Company does not accept liability or responsibility for any such charges.
5.6 If the Charges are not paid in accordance with the Company's invoice, the Company shall be entitled so far as is permitted by law and without prejudice to any other rights it may have to charge interest on the outstanding amount (both before and after judgement) at the rate of 6% above the base rate from time to time of HSBC Bank plc, Croydon Surrey from and including the due date but excluding the date the outstanding amount is paid in full.
5.7 Neither the Company or the Customer shall be entitled to set off a credit against any amount owed to it by the other under the terms of this Agreement or under any other agreement prior to completion of this Agreement.
5.8 Upon termination of this Agreement the Customer shall be bound to pay any outstanding amount of the Charges in respect of the Services received up to and including the date oftermination and the Supplier agrees to refund in full the difference between the Charges for the Services received up to the date of termination and the amount actually received by the Company from the Customer.
5.9 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;
6. CUSTOMER OBLIGATIONS The Customer shall:-
6.1 Keep full security copies of the Customer's computer programs data base and computer records on a daily basis or more frequently if required by best computing practice;
6.2 Obtain the consent of individuals whose personal data are to be held on the register of the Naming Organisation and promptly notify the Company of any changes to the Customer'sregistered details including (but not limited to):-
(a) name and address of the Customer;
(b) name, postal address, e-mail address, telephone and fax number of the technical partner and administrative partner of the Customer's domain name(s)
and in any event provide such information within 15 days of a request for such information from the Company.
6.3 Check incoming news from its POP3 Box on a regular basis and in any event not less than every four weeks. The Company reserves the right to send incoming personal messages for the Customer back to the sender if such messages exceed the capacity limit allowed under the Specified Service.
6.4 Notwithstanding Clause 19.5, keep confidential all passwords received from the Company for the purpose of the Services and notify the Company immediately upon becoming aware that a password has become known to an unauthorised third party.
6.5 Only make use of the Services for a legitimate and lawful purpose.
6.6 Complete its own tests for computer viruses inaccordance with best computing practice prior to each and every operational use of the Services.
6.7 Ensure that the Customer's home page created from the Equipment supplied by the Company contains the full name and address of the Customer.
6.8 Allow the Company to access the Customer's home page to check for any infringements of the Customer's obligations under this Agreement.
6.9 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 the 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.
The Customer shall NOT:- Link building services
6.10 modify or alter the Equipment without the prior consent of the Company;
6.11 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;
6.12 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";
6.13 use the Services to obtain or offer or permit to be offered for profit or otherwise any material, images, displays or services which are 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;
6.14 arrange its home page(s) 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;
6.15 exceed the relevant data transfer volume applicable to theSpecified Service unless the Customer has agreed with the