terms of service.
We are IWebDesign. Our email address is email@example.com.
We and some of Our Representatives operate a range of websites, including Our Websites that list the products and services which we offer for sale to businesses.
These IWebDesign. Digital Products and Services Terms and Conditions apply to sales of our digital products and services, including Websites, Search Marketing PPC, Display Advertising and related products and services. We use the words “Service” and “Services” to refer to any or all such products and services.
The legal terms and conditions on which we sell the Services (“Terms”) are made up of:
1) this Introduction;
2) the general terms and conditions applicable to all Services, which are set out below (“General Terms”);
3) the terms and conditions specific to each individual Service, available by clicking on the appropriate hyperlink or by scrolling down to the end of these General Terms (“Service Terms”); and
4) any other policies, documents or pages that are referred to in either the General Terms or the Service Terms (“Additional Terms”). Our Services and the Terms may change over time. For further details of the types of changes that we may make, please see paragraph 6 below. Once you order Services from us and we confirm your order, both we and you (on your own behalf and on behalf of the business you represent) will have to comply with the Terms. Please read the Terms carefully and make sure that you understand them before ordering any Services from us.
You will need to accept the Terms before you order our Services. If you do not accept the Terms, you will not be able to order any Services from us. You should print a copy of the Terms, or save them to your computer, for future reference.
When the following words with capital letters are used in the Terms, this is what they mean:
“Agreement” means the Service Description, the Service Pricing, the Confirmation of Order and the Terms.
“Confirmation of Order” means the document, webpage, electronic communication or message that we issue to you to confirm our acceptance of your Order and receipt of agreed deposit.
“Content” means any and all textual, graphical, visual and audio content including text, code, graphics, images, logos, photographs, sounds, music, video, animation, characterization, URLs, trademarks, data, media and other content in any form.
“Domain Name” means an internet domain name that is registered through a Registry.
“Effective date” has the meaning given in paragraph 3(a).
“Event Outside Our Control” means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, epidemic or other natural disaster, or failure of public or private telecommunications networks.
“Fees” means the fees payable by you for the Services, which are described in the Service Pricing.
“Free Services” has the meaning given in paragraph 15(a).
“Websites Package” means a combination of Services which can be bought together from us and includes a Website, Design and may also include other related products and services.
“ICANN” means the Internet Corporation for Assigned Names and Numbers.
“Intellectual Property Rights” means all (a) copyrights, patents, rights in trademarks, design rights, database rights, rights in know-how, trade secrets, service marks, domain names and rights in confidential information (whether registered or unregistered); (b) applications for registration, and the right to apply for registration, renewal, extension, division or reissue, for any of the rights listed in (a); and (c) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.
“Laws” means laws, regulations, rules, orders, codes of practice or other requirements of governmental or regulatory bodies with authority existing anywhere in the world.
“Minimum Term” has the meaning given in paragraph 3(b).
“Monthly Budget” means the monthly budget for the Services that may be selected by you from time to time and which is described in the Service Pricing.
“Order” means your order for the Services.
“Our Content” means all Content that we create, publish or otherwise use in connection with providing the Services, including any Content that we create on your behalf or license from third parties.
“Our Data” means any and all data relating to the Services or their use by you or anyone else, including data about the transactions processed through your use of the Services and any other data identified as “Our Data” in the Service Terms.
“Our Representatives” means our affiliates and any employee, partner, agent, contractor, service provider, licensor or other representative of us or of our affiliates.
“Our Websites” means IWebDesignServices.com and any website that may replace these websites at any time in the future.
“Personal Data” means any data which is about a person who is or may, using reasonable measures, be identified from that data.
“Register” means a Domain Name register, which is managed by a Registry, which lists Domain Names along with registered owner details.
“Registry” means any of the Domain Name registries or registrars, which is run under the rules of ICANN. For the purposes of the Terms, any Registry shall be treated as one of Our Representatives.
“Service Description” means the description of a Service made available by us (including via Our Websites) from time to time.
“Service Month” has the meaning given in paragraph 3(b).
“Service Pricing” means the pricing information for a Service made available by us (including via Our Websites) from time to time.
“Start Date” has the meaning given in paragraph 3(b).
“Transaction Data” means the order and shipping information that we give or show you in connection with the sale of your own products and services and any other data or information we or Our Representatives give you or you get from us or Our Representatives in connection with the sale of your products or services or the submission of appointment requests for your services.
“You” and “you” means both the individual signing or verbally agreeing to the Agreement and the business on whose behalf the individual is signing or verbally agreeing to the Agreement and the terms “Your” and “your” shall be construed accordingly.
“Your Content” means all Content that you or your employees, agents and contractors create, upload, publish or otherwise provide or use in connection with your use of the Services.
“Your Data” means any data that you give to us or let us access about you, your business, your actual or prospective customers or the products and services that you sell and any other data identified as “Your Data” in the Service Terms, but excluding Our Data.
“Your Taxes” means any and all value added, sales, use, excise, import, export and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement or the offer or sale of the goods and services that you advertise or sell through, or in connection with, the Services.
2. How the Contract is Made between You and Us
(a) Please take the time to read and check your Order before you submit it to us.
(b) Your Order will not be accepted until we receive the deposit agreed. Once we receive the agreed deposit, the Agreement between us will be made. If you have placed an order you still have a cancellation right under paragraph 21(b).
(c) If we are unable to supply you with a Service, for example because that Service is no longer available, we will inform you of this by email and we will not process your Order. If you have already paid for the Services, we will refund you the full amount as soon as possible.
(d) Some of our Services give you the option to upgrade or downgrade to a different version of that Service. If you want to upgrade or downgrade any Service that you have bought from us, you will need to follow the instructions in the relevant Services Terms. This also applies where we give you the option to upgrade from a Free Service to a full version of that Service. Please note that we do not offer upgrades and downgrades for all of our Services. We will try to make your upgrade or downgrade effective as soon as possible, but you agree that this may not happen until the start of a future Service Month.
(e) If any of the various parts of the Agreement is inconsistent with any of the other parts of the Agreement, the following order of priority will apply: (i) Confirmation of Order; (ii) Service Terms; (iii) General Terms; (iv) Additional Terms; (v) Service Description; and (vi) Service Pricing.
3. Contract Term
(a) The Agreement will begin on the date that we send the receive deposit or Confirmation of Order (“Effective Date”).
(b) If there is a minimum term requirement for a Service, this will be set out in the Service Terms and will be confirmed to you in the Confirmation of Order (“Minimum Term”). The Minimum Term, if any, begins on the date your digital products or services begin (“Start Date”). Your Services will continue on a month-to-month basis after the end of the Minimum Term, unless otherwise specified in the Service Terms, until cancelled by us or you. If there is no Minimum Term, your Services begin on the Start Date and continue on a month-to-month basis until cancelled by us or you. Each of these monthly periods will be known as a “Service Month”. By way of example, if the Start Date were January 5, the first Service Month would run from January 5 to February 4 and the second Service Month would run from February 5 to March 4.
4. Our Services
(a) In return for the full Fees, we will provide you with access to and use of the Services that you have bought.
(b) We try to perform the Services as described in the corresponding Service Descriptions.
(c) You agree that we may change how Your Content looks, “feels” or is formatted if we think this is necessary or more convenient for us to provide the Services.
(d) Some of our Services rely on third parties, for example Google™ or Facebook™, to do certain things. You acknowledge that (i) we may not be able to provide a particular Service feature where you do not meet criteria set down by a relevant third party; (ii) we do not have any control or exercise influence over the third party’s own services; and (iii) a third party’s service may stop or change from time to time. You acknowledge that these are Events Outside Our Control and that neither we, nor Our Representatives will be responsible for any impact these events may have.
(e) Some of our Services give you the option to use third party tools, widgets or Content, for example Google Maps™. If you use or add third party tools, widgets or Content then you agree that this use is subject to the terms and conditions of those third parties and that we are not responsible for the performance or non-performance of any third party tools, widgets or Content.
(f) Where a Service feature involves setting up an account or setting up or administering a page or pages on a third party website, you acknowledge that: (i) where necessary, we are authorized to set up an account on your behalf; (ii) we are authorized to administer the account, page or pages on your behalf; and (ii) you are authorized and grant us permission to display all Content on the pages or account.
(g) Some of our Services involve us acting on your behalf as your agent, for example, to repoint or move your own Domain Name from one hosting provider to another. You acknowledge and agree that: (i) where necessary, we are authorized to act on your behalf as your agent; (ii) we are authorized to administer your account on your behalf; and (iii) you are remain responsible for your account with any third party providers.
5. Customer Contact
(a) You can contact our customer support team by simply clicking on the “Contact Us” section in the footer of any of Our Websites. Alternatively you can email, telephone or write to us using the contact details we put on Our Websites or in correspondence to you. If we can’t answer your question, we may pass you on to a third party expert who will try to resolve it.
(b) If we need to contact you, we will do so by email, telephone or mail. You agree that we may call you at any telephone number you provide to us on your Order or in any subsequent communication even if such telephone number is a wireless number.
6. Changes to the Services or the Terms
(a) We are always working to improve the Services and may change the Services or stop providing parts of the Services from time to time. This may be for a number of reasons, for example where changes are necessary because of a change in Laws or are desirable to keep up with developments in technology, or where things happen that make it unwise or difficult to continue to provide a Service in its current form. In the unlikely event that we think that the change is likely to have a serious detrimental effect on you or the business you represent, we will tell you about the change either by email or when you next log into the Services.
(b) When we notify you of a change to the Terms or the Services, the change will take effect not until at least 14 days after the date we notified you of the change. If you are not happy with the change, you can cancel the Services by following the procedure in paragraph 21(a). If you don’t cancel the Services, we will assume that you are happy with the change.
7. Use of Our Websites
(a) Your use of Our Websites is governed by the applicable Conditions of Use (you’ll find a link to these in the footer of each of Our Websites). Please take the time to read these, as they include important terms which apply to you.
(b) We may investigate your online activities, account and any order you place with us for click-fraud or other invalid click activity. You must provide us with reasonable assistance in these investigations if we ask for it.
8. Fees and Monthly Budgets
(a) For all Services we will charge you by way of Fees or a Monthly Budget. The Service Pricing for each Service confirms how we charge for that Service. Fees and Monthly Budgets for your Service will be chargeable from the Start Date or from the date otherwise set forth in the Service Terms for such Service.
(b) We may use your information to obtain credit reports about you from time to time and you agree we can do this. This may include us passing your Personal Data, including your payment details, to credit reference agencies and these agencies may keep a record of any search that they carry out on our behalf.
(i) The Fees will be as quoted in the Service Pricing from time to time.
(ii) The Service Pricing will explain whether the Fees that you are to pay for the Services are one time Fees, recurring Fees (for example, monthly, annual, etc.), transaction-based service Fees or some other kind of Fees.
(iii) The Fees for a Service exclude all applicable sales taxes and other taxes which will be added on to the Fees.
(d) Monthly Budget
(i) The Monthly Budget includes our charges for the Services.
(ii) We will try to provide Services up to but not more than the value of your Monthly Budget in any Service Month. Where there is any Monthly Budget left at the end of a Service Month, we will automatically roll this over into the next Service Month.
(iii) If a Service is charged on a cost-per-click (“CPC”) or cost-per-thousand-impressions (“CPM”) basis, the number of clicks or impressions shall be exclusively calculated by us. Unless there is an obvious mistake on our part, you acknowledge and agree that click and impression statistics provided by us are the official, definitive measurement of activity and that no other measurements or usage statistics (including those of a third party or your own) will be accepted by us. We will try to meet any CPC or CPM targets listed in the Service Description, but you agree that these are only targets and are not guaranteed.
(iv) The Monthly Budget for a Service excludes all applicable sales taxes and other taxes which will be added on to the Monthly Budget.
(e) Deposits are refundable for 14 days after receipt, after 14 days the deposits are non refundable.
9. How to pay
(a) When you agree to your Order, you must provide us with the payment information that we request, which may include:
(i) details for a valid credit card from a card issuer acceptable to us.
(ii) details for a valid bank account.
(iii) details for a Paypal account.
(b) You must keep your credit card or bank account information up to date at all times during the term of the Agreement. You authorize us to check your information (including any updated information), to obtain credit authorizations from the issuer of your credit card, and to either charge your credit card or debit your bank account from time to time for any sums payable by you to us.
(c) You must pay for the Services when we require you to. We will charge the card or take the money from the bank account whose details you give us when you place your Order.
(d) If you don’t pay when you are supposed to:
(i) we reserve the right to suspend or cancel all or part of the Services and your access to them.
(e) We may offset any amounts you owe us (whether in reimbursement or otherwise) against any payments we make to you.
10. Service Availability and Security
(a) You understand and acknowledge that the Services are not intended to be error free and that from time to time the Services may contain mistakes, be unavailable or may not be fully functional. This may be as a result of planned or required maintenance, repairs or updates, equipment failures, high volumes of internet traffic, interruption of telecommunications or digital transmissions links, network or system errors or many other factors.
(b) We will try to minimize any disruption to your use of the Services, however, we do not promise that any Service will be provided on a continuous and uninterrupted basis, or that we will be able to correct any error that occurs in the Services. We will not be not liable for any interruptions to the Service availability or functionality, whether caused by an Event Outside Our Control or by anything else.
(c) You should notify us if you notice any problems with the availability or functioning of the Services so that we can try to fix these problems.
(d) We may temporarily suspend any Service at any time if:
(i) we believe this is necessary in order to carry out essential maintenance;
(ii) we believe this is necessary in order to prevent or respond to hacking attempts, service attacks or other similar activities directed at our systems, or to deal with any other emergency technical issue;
(iii) we have reason to believe that you are no longer using the Services or that the password and access codes we have provided to you are being misused, for example, where you fail to respond to emails from us or Our Representatives regarding your contact information; or
(iv) this suspension is required by a third party with authority, including any of Our Representatives, ICANN and judicial, regulatory or governmental bodies.
(e) Although all information transmitted to us is stored in operating environments which we believe are within industry standards for security, you acknowledge and agree that no data stored on or transmitted over the internet can be guaranteed to be 100% secure. We are not responsible for any security breach or any interception or interruption of Your Content, Your Data or any communications that you send through your use of the Services.
(f) You are responsible for securing and backing up Your Content and Your Data.
11. Your Use of the Services
How you may use the Services
(a) You and any employees, agents or contractors who you authorize, are allowed to access and use the Services for your normal, internal, business activities for the term of the Agreement. Please note that you are not allowed to resell the Services or give them away or to transfer your rights or any Agreement to a third party.
(b) You are responsible for arranging your online access to the Services and for paying any relevant fees, for example, to your broadband supplier. You are also responsible for having all the necessary equipment for accessing the Service.
(c) You will provide us with Your Content and Your Data when we request it.
(d) You will only use the Services in compliance with applicable Laws and you agree not to ask a third party to do anything on your behalf that does not comply with applicable Laws. This will include complying with all Laws that apply to your business, any local Laws that apply in the countries in which you access and use the Services, and any Laws relating to the marketing, advertising or sale of the goods and services you offer (and in particular any Laws relating to online marketing, advertising or sales).
(e) If a Service relies on third parties, for example Google™ or Facebook™, you may be required to comply with that third party’s rules or guidelines when you use that Service. For Services that include email and mailbox features, you must comply with the “Open SRS Acceptable Use Policy for Email”.
(f) If we think your use of the Services is excessive, we will tell you. If you don’t reduce your usage, we may suspend or cancel your access to the Services. We may also set limits on your use of the Services, for example, a maximum number or maximum size of emails sent or received over the Service.
(g) You will meet all written security or network access requirements that we provide to you and you will not disclose any passwords or access codes that we give you, except where this is needed for your authorized employees, agents and contractors to access and use the Services on your behalf and you are responsible for actions taken when your logon details are used.
(h) You will notify us immediately if you become aware of any unauthorized use of passwords or access codes that we give you or any other breach of security that could affect us or the Services.
(i) You are responsible for the remittance, calculation and collection of Your Taxes. You acknowledge that we have no responsibility for Your Taxes and we recommend that you seek independent advice from a tax professional.
(j) You understand and agree that we do not, in any circumstances, approve or endorse any product or service that you may market or sell through your use of the Services or Your Content.
(k) Where the Services require action by you, for example to carry out file clearing or maintenance, you will do what’s needed for the upkeep of these Services.
(l) You are responsible for all use of the Services by you and your employees, agents and contractors. We will not, in any circumstances, be liable to you or any third party for any damage that is caused, or any loss that is suffered, as a result of the use of the Services by you or your employees, agents and contractors.
(m) We may provide the users of our Services with tools which allow them to rate you or the goods and services that you provide through your use of the Services, to provide feedback or to ask you questions. We may make these ratings, feedback, questions and answers publicly available.
(n) We are entitled to sign you out of the Services if you are inactive for an extended period of time and to modify your user settings without notice.
Ways in which you may not use the Services
(o) Unless paragraph 11(p) applies, you will not:
(i) tamper with, update, change or gain unauthorized access to any part of any of our Services or the software or systems that we use to run the Services;
(ii) use any automated means to monitor or copy the Services or Our Content, or to interfere with or attempt to interfere with how the Services work;
(iii) modify, edit, reverse assemble, reverse engineer, decompile, distribute or display any part of our Services or make other works based on any part of our Services.
(iv) use the Services to store or transmit viruses, bugs, Trojans and other forms of computer programming malware;
(v) interfere with or disrupt the performance of the Services or any third party data;
(vi) attempt in any way to test, circumvent or breach the security of any part of our Services;
(vii) copy, republish, download, change, display or distribute any part of Our Content, in any form or by any means;
(viii) disable any licensing or control features of the Services or in any way interfere with features which place limitations on the use of the Services;
(ix) remove, obscure, or alter any notice of copyright, trade mark or other mark or wording relating to ownership rights, which is contained in Our Content or any aspect of the Services;
(x) use the Services in any way which may be considered deceptive, misleading or unethical or which might harm us, Our Representatives or the general public;
(xi) use the Services in any way that is not allowed under the Agreement;
(xii) access the Services through any means other than those which we tell you are acceptable;
(xiii) use the Services in a way that interferes with their normal operation or that consumes a disproportionate share of their resources;
(xiv) use the Services to collect or use email addresses, screen names, other identifiers or information;
(xv) use the Services to use an internet account or computer without the owner's authorization;
(xvi) use the Services to monitor data or traffic on any network or system;
(xvii) use the Services to distribute software that covertly gathers or transmits information about a user; or
(xviii) sub-license, assign, rent or resell the Services to any third party.
(p) You are permitted to carry out any of the actions set out in paragraph 11(o) to the extent that:
(i) you have a right to do so under relevant Laws and this right cannot lawfully be excluded by a contract;
(ii) we have granted you a right to do so under the Agreement; or
(iii) we have authorized you to do so in writing.
Your Promises to Us
(q) You confirm that you have (and will maintain for the term of the Agreement) all the necessary permissions, licenses and consents (in all relevant countries) to allow you to use Your Content and Your Data in connection with the Services. You will provide evidence of the necessary permissions, licenses and consents if requested by us.
(r) You confirm that Your Content and Your Data:
(i) are true, accurate, complete and kept up to date;
(ii) are in a format approved by us;
(iii) do not infringe or assist in the infringement of any Intellectual Property Rights or other rights belonging to a third party;
(iv) are not defamatory, libelous, fraudulent, malicious, slanderous, obscene, harmful, threatening, harassing, discriminatory, racially or ethnically offensive or otherwise inappropriate or unlawful;
(v) have not been altered in order to disguise where they came from;
(vi) do not contain sexually explicit images or promote unlawful violence;
(vii) are free of viruses, bugs, Trojans and other forms of computer programming malware that may potentially damage, interfere with or intercept our systems or any data contained within those systems;
(viii) do not create a risk to the safety or health of any person or the public, or interfere with an investigation by law enforcement; and
(ix) comply with our
(s) You acknowledge that we are not under a duty to publish any of Your Content or Your Data. We may remove, reject or delete any of Your Content or Your Data for any reason. Without limiting our rights under paragraph 17, we may also change any of Your Content or Your Data if we consider it does not comply with paragraph 11(r), although we are not required to do this.
(t) You acknowledge and accept that you are responsible for Your Content and Your Data and any use that is made of them by any third party.
(u) You will not disparage us, Our Representatives or our Services, or any user of our Services.
(v) You will reimburse us and Our Representatives in full for any damage, loss, liabilities, fees, costs and expenses that we or they suffer (including any claims brought against us or them by third parties) as a result of you not following any part of this paragraph 11.
12. Domain Names
(a) The Registry may reject applications for Domain Names based on its standard rules for handling applications. We provide no guarantee that any application we make on your behalf for a Domain Name will be accepted.
(b) If your preferred choice of Domain Name is not available, we will give you the option to select an alternative Domain Name. If your preferred Domain Name becomes unavailable between checkout and registration we will advise you of this and we will either offer you an alternative Domain Name or (at your option) refund to you any Fees that you have paid us in respect of the relevant Domain Name.
(c) We do not give any guarantee that any of your preferred Domain Names are available or are able to be registered. Any actions that you take before we notify you that the Domain Name has been officially registered, for example publishing your preferred Domain Name, are at your own risk.
(d) You will need to inform both us and the Registry promptly of any:
(i) change to your registered details for the Domain Name, for example your contact information; and
(ii) actual or potential claims brought by or against you in connection with the Domain Name.
(e) We will renew the Domain Name automatically each year unless you cancel the Domain Name or any Service which comes with the Domain Name, or if you sell or otherwise transfer the Domain Name to a third party.
(f) The Service Terms confirm who owns the Domain Name and who is responsible for paying the fees for renewing the Domain Name each year. You acknowledge that the fees for renewing the Domain Name may change each year and that this may affect the overall Fees that you pay for the Services.
(g) We will not be liable for any loss that you suffer as a result of your failure to renew the Domain Name registration once you have cancelled the Domain Name or any Service which comes with the Domain Name, or if you have sold or otherwise transferred the Domain Name to a third party.
(h) When we register or renew your registration of a Domain Name you understand and accept that we will be acting on your behalf as your representative. You must comply with the terms and conditions, rules and policies of the Registry or Registries where the Domain Names are registered.
(i) If the Domain Name is to be transferred from one Registry to another, you will provide any assistance that we or the Registries require in order for the transfer to take place.
(j) When we provide you with a domain name we act as a reseller of Tucows.com Co. As well as complying with the terms and conditions, rules and policies of the relevant Registry or Registries (including Tucows), you must at all times comply with the Master Domain Registration Agreement (“MDR”) for each Domain Name that we register on your behalf. You will note that some of the wording of the MDR is quite legal and technical. Unfortunately this is an agreement between you and Tucows.com Co. and the wording is standard for any agreement relating to registering a Domain Name, whether this is done through us or directly with a Registry, and we are unable to change the wording of the MDR. In particular you should carefully consider the paragraphs relating to “liability” and “indemnities” contained in the MDR as these may affect your legal rights.
(k) We recommend that you read ICANN's Registrants’ Rights and Responsibilities document. This document contains important information about your rights and duties relating to the Domain Name that we provide to you. We also recommend that you read ICANN’s Registrant Educational Materials and ICANN Registrants’ Benefits and Responsibilities.
13. [Intentionally deleted]
14. Beta Services
(a) This paragraph 14 applies where we provide you with a “Beta”, “Alpha”, “Experimental”, “Pilot”, “Evaluation”, “Pre-release”, “Unsupported” or similar version of any of the Services ("Beta Services") for a period of time ("Beta Use Period"). The term “Beta Services” will also include any Service or any feature of any Service that is identified as “Beta”, “Alpha”, “Experimental”, “Pilot”, “Evaluation”, “Pre-release”, “Unsupported” or anything similar.
(b) The Beta Services are provided "as is" and we do not make any promises of any kind in relation to them. You agree that your use of the Beta Services is at your own risk and that you have sole responsibility for protecting Your Data and Your Content when making any use of the Beta Services. If any representations or guarantees apply to the Beta Services by law, we exclude those as far as it is within our rights to do so.
(c) We reserve the right to change or withdraw the Beta Services at any time and we will not be liable to you in these circumstances.
(d) All the provisions of the Terms will apply to the Beta Services in the same way as they apply to the Services except that paragraph 4(b) of these General Terms will not apply to the Beta Services.
15. Free Services
(a) This paragraph applies where we provide you with Services free of charge which are not Beta Services (“Free Services”).
(b) The Service Description for each Free Service sets out additional terms that apply to that Free Service.
(c) All Free Services are provided "as is" and we do not make any promises of any kind in relation to them. You agree that your use of Free Services is at your own risk and that you have sole responsibility for protecting Your Data and Your Content when making any use of the Free Services. If any representations or guarantees apply to Free Services by law, we exclude those as far as it is within our rights to do so.
(d) We reserve the right to change or withdraw Free Services at any time and we will not be liable to you in these circumstances.
(e) All the provisions of the Terms will apply to the Free Services in the same way as they apply to the Services except that paragraph 4(b), 8 and 9 of these General Terms will not apply to Free Services.
(f) In return for receiving the Free Services, you agree to take part in email or telephone feedback and market research surveys from time to time while you are receiving the Free Services, and for 6 months afterwards. We are entitled to use your feedback in our advertising, promotions and sales and marketing materials.
16. Intellectual Property Rights
(a) We are the sole owners of, or we otherwise have a legal right to use, all Intellectual Property Rights in the Services (including all Intellectual Property Rights in our software, Our Content and in any other products or materials created by or for us in connection with the Services). You agree that we may collect information about your use of the Services and your customer’s interaction with the Services. Where we combine this information (in a way that ensures that you cannot be identified) with similar information collected from other users of our Services, we will be the sole owner of this information.
(b) Unless paragraph 21(d) applies, provided you paid for the Service in full in advance then on cancellation of the Service, we grant you a non-exclusive, worldwide and perpetual right to use, copy, store, modify and publish any written copy that we have created for You as part of the Services.
(c) You confirm that you are the sole owner of, or otherwise have a legal right to use, all Intellectual Property Rights in Your Content. If we think that the Intellectual Property Rights in any of Your Content belong to a third party, we may tell the third party that you intend to use these Intellectual Property Rights and you agree to us doing so.
17. Rights Granted by You to Us
(a) You grant to us a worldwide, non-exclusive, sub-licensable and permanent right to access, use, copy, store, modify and publish Your Content and Your Data on Our Websites or through any other form of media, for any purpose in connection with the Services or the Agreement, for our own marketing, research and promotional activities (including sharing Your Content and Your Data with selected third party social media and networking sites) and for the internal business purposes of us and Our Representatives, except where this is in any way restricted by any term of the Agreement or by any applicable Laws.
(b)You agree by requesting a site scrape of your existing website that you authorize us to conduct the site scrape on your behalf and have all the rights to the Content on your existing website to allow us:
(i) to perform the site scrape on your behalf; and
(ii) to use, fully access, copy, store, compile, recompile and index (at your request) any of the Content scraped in your Services including but not limited to any data and copyright works comprised therein, or any portion thereof, by automated means including web 'spiders' or 'crawlers'.
In no event will we be liable for any claims that the Content scraped from your existing website infringes the Intellectual Property Rights of any third party. If you are in any doubt as to ownership of the Content of your existing website please do not request the site scrape. This grant shall apply notwithstanding any contrary terms and conditions which you may apply to such website from time to time. Your continued use of the Services shall constitute a waiver of any applicable contrary terms and conditions and any other rights you may have, contractual or otherwise, to restrict the rights granted to us or Our Representatives under this paragraph 17(b).
(c) We may transfer the rights granted to us under this paragraph 17 to another organization.
18. Data and Privacy
(a) You will own all rights in Your Data and you are solely responsible for ensuring the legality, reliability, integrity, accuracy and quality of Your Data.
(b) You will make sure that all use of the Services by you, or your employees, agents and contractors, will meet all relevant data protection and privacy Laws.
(c) We are the sole owners of all rights in Our Data and we may use it at our discretion and without restriction, including after cancellation of any or all of the Services. You must not: (i) disclose any of Our Data to anyone; or (ii) use any of Our Data for any marketing or promotional purposes or in any way that is inconsistent with our or applicable Laws.
(a) As a result of entering into the Agreement, you may get access to, information about us which is not known publically (“Confidential Information”). You must keep this secret and you are not allowed to share it with any third party or allow any third party to look at it, and you must make sure that your employees, agents and subcontractors, meet these rules too.
(b) You must make sure that our Confidential Information is only used by people who need it in order to carry out duties they may have in connection with the Agreement.
(c) This paragraph 19 will not prevent you from sharing information which is already known generally to the public or known to you outside of the Agreement.
(d) If you become aware of any actual or threatened unauthorized use or sharing of any of our Confidential Information, you must tell us as soon as possible.
20. Our Liability to You
(a) There is no limit under the Agreement to what we or any of Our Representatives will be liable for if we have committed fraud or if someone dies or is injured because of something we have or have not done.
(b) Except for the matters set out in paragraph 20(a), neither we nor any of Our Representatives will, in any circumstances, be responsible for any:
(i) loss of profits, sales, business, or revenue;
(ii) loss, or corruption of data, information or software or loss of use of information;
(iii) loss of business opportunity;
(iv) loss of savings you expected to make;
(v) loss of goodwill; or
(vi) loss or damage that you and we would not have thought likely at the time the Agreement was formed.
(c) If we do not keep to these Terms, we will only be responsible for losses you have suffered which you and we would have thought likely at the time the Agreement was formed. We are not responsible for any other loss that you suffer, whether that loss is caused because we have not kept to our obligations under the Agreement, because of something we have done or not done, because we have made defamatory statements or otherwise as a result of:
(i) you using or relying on the Services;
(ii) you not being able to use the Services;
(iii) any mistake, fault, failure to do something, missing information, or virus or other form of computer programming malware in the Services or if the Services don’t work properly because of Events Outside Our Control;
(iv) theft or destruction of information or someone getting access to our records, programs or services without our permission; or
(v) any information, data, message or other material which you email, post, upload, reproduce, send, or otherwise distribute or receive using the Services.
(d) Except for the matters set out in paragraph 20(a), in no circumstances will we or any of Our Representatives be liable to you for the Beta Services or Free Services.
(e) Except for the matters set out in paragraph 20(a), our liability to you for any loss or damage suffered by you in connection with the Agreement or Services will be limited to the total Fees or Monthly Budget that you have paid to us for the affected Service in the 6 months prior to the event giving rise to our liability. You also agree that, except for the matters referred to in paragraph 20(a), Our Representatives will not be liable to you for any loss or damage you may suffer due to the provision of, or failure to provide, the Services.
(f) Except as set out in the Terms, we do not make any promises in relation to the Services. Where any promises would be implied into the Agreement by law, we exclude these as far as it is within our rights to do so. It is up to you to decide whether the Services are suitable for your needs. We won’t be responsible for this. We do not make any promises concerning the performance, results or success rates that may be achieved by any Service.
(g) We do not control the Content made available by your use of the Services and we do not guarantee the accuracy, truth, quality or appropriateness of this Content for your needs. By using the Services, you may be exposed to Content that is offensive or indecent (including spam), or which may contain viruses or other computer programming malware. Under no circumstances will we or Our Representatives be liable in any way for any Content posted, emailed, transmitted or otherwise made available by your use of the Services.
21. Your Cancellation and Refund/Credit Rights
Cancellation by You
(a) You may cancel any or all of the Services at any time, either by telephoning us, emailing us or writing to tell us. Unless you are still within your Minimum Term, cancellation will take effect as soon as possible after we receive your request to cancel. For some Services (but not all) we may offer you a pro-rated refund or credit where cancellation takes effect part way through a Service Month. The Service Terms include details of the refunds and credits that we offer. You agree that we have the right to decide: (i) the amount of any pro-rated refund or credit; and (ii) whether this amount is given as a refund or credit against your account. If you are within your Minimum Term, you may cancel the Services at the end of the Minimum Term.
(b) If you place an order for Services with the help of our telephone sales team then you will have a period of seven (14) days from the date of the receipt of deposit (the “Review Period”) to review the full terms and conditions and details of this Agreement. If you decide that you no longer want to receive the Services, you must notify us during the Review Period either by telephoning us, emailing us or writing to tell us. If you have paid any monies, you will be entitled to receive a full refund. After expiration of the seven (14) day Review Period, you may cancel the Services in accordance with 21(a).
Cancellation or Suspension by Us
(c) We may cancel any or all of the Services at any time either by telephoning you, emailing you or by writing to you. When we contact you we will tell you when cancellation will take effect and we will try to give you as much notice of this as possible. Where cancellation takes effect part way through a Service Month we will, unless paragraph 21(d) applies, offer you a pro-rated refund or credit. You agree that we have the right to decide: (i) the amount of any pro-rated refund or credit; and (ii) whether this amount is given as a refund or credit against your account.
(d) We may cancel or suspend any or all of the Services immediately and without telling you beforehand, if:
(i) you do not pay us when you are supposed to as set out in paragraph 9. This does not affect our right to charge you interest under paragraph 9(d)(i);
(ii) you use the Services in any way that breaks or may break any applicable Law, is fraudulent or that may adversely impact the Services, Us or Our Representatives;
(iii) you use the Services in any way that infringes or may infringe any rights belonging to a third party, or in any way which breaks or may break any relevant third party rules, for example the rules of a Registry;
(iv) we receive a complaint or are notified of a legal claim which relates to your use of the Services;
(v) you commit click-fraud;
(vi) you do not comply with your commitments in paragraphs 11 or 23;
(vii) you break the Agreement in any other significant way and you do not correct or fix the situation within 30 days of us asking you to; or
(viii) you enter into administration, insolvency, bankruptcy or any similar procedure anywhere in the world or you are otherwise unable to pay your debts as they fall due.
(e) If we cancel the Services under paragraph 21(d), you will not be entitled to any refund or credit of any amount that you have paid for the Services.
(f) If we suspend the Services under paragraph 21(d), the Services will remain suspended unless and until you have fixed the cause of the suspension to our satisfaction; or either we or you cancel the Services.
(g) If we suspend or cancel the Services under paragraph 21(d), we will be entitled to refuse any or all future use by you of any or all of the Services, or any part of them.
22. Consequences of Cancellation
(a) Following the cancellation of any Services, you will no longer be able to access or use those Services and any account that you hold with us may be deactivated or deleted.
(b) We are not responsible for storing Your Data or Your Content following cancellation of the Services for any reason. You acknowledge that it is your responsibility to back up Your Data and Your Content if you want access to it following cancellation.
(c) We will not be liable to you for any loss you may suffer as a result of the termination of any Service.
(d) Refunds or Credits for deposits will only be issued if it is within the (14) day cooling off period.
23. Ethical Standards
(a) You must, and must make sure that your officers, employees, agents and service providers: (i) at all times comply with all anti-corruption Laws applicable to you; and (ii) not, directly or indirectly offer, promise or give (or agree to offer, promise or give) any financial or other advantage with respect to any matters which are the subject of the Agreement or obtain any benefit for us which would violate any anti-corruption laws applicable to you or us.
(b) If you become aware or suspect that this paragraph 23 has been broken, you must tell us straight away. We may immediately suspend operation of the Agreement on written notice to you, pending investigation. You must assist us in any such investigation.
(c) If, in our reasonable opinion, you have broken this paragraph 23: (i) we may immediately cancel the Agreement by giving you written notice; and (ii) you will reimburse us and Our Representatives in full for any damage, loss, liabilities, fees and expenses that we or they suffer (including any claims brought against us or them by third parties) as a result.
24. Contractual Authority
(a) You confirm that:
(i) you have the authority and are signing the Agreement (1) in your individual capacity, (2) as a representative of the business on whose behalf you are signing the Agreement, and (3) as a representative of the business for whose benefit the Services are being purchased (if such business is not the same as the business on whose behalf you are signing the Agreement); and
(ii) you are over eighteen (18) years of age.
25. Other Important Terms
(a) Each of the paragraphs of the Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining provisions will remain in full force and effect.
(b) We may transfer our rights and promises under an Agreement to another organization. We will tell you if this happens.
(c) No person, other than you and us, will have any rights to enforce any of the terms of the Agreement.
(d) By execution of the Agreement, the signer of the Agreement personally and individually undertakes and assumes, jointly and severally with the business on whose behalf the individual is signing, the full performance of the Agreement including payment of amounts due under the Agreement.
(e) If we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you.
(f) All references in the Agreement to “written” or "writing" will include email unless stated otherwise.
(g) The Agreement contains the whole agreement between you and us relating to the Services and supersedes all other oral or written communications, undertakings and agreements, if any, between us relating to the Services. You acknowledge that you have entered into the Agreement without relying on any previous statement or promises made by us, unless those statements or promises are expressly included in the Agreement. However, this paragraph 25(f) does not in any way limit our liability for making fraudulent statements in connection with the Services or otherwise.
(h) Our sales representatives have no authority to make any changes to the Agreement or to commit us in any manner whatsoever in contradiction to the provisions expressly set forth in the Agreement.
(i) We are not in any kind of partnership, contract of employment or joint venture with you. Nothing in the Agreement will be taken as authorizing you to act as our agent.
(j) The Agreement will be governed by, and interpreted in accordance with, the laws of the state in which the business on whose behalf you are signing the Agreement maintains its principal place of business (without reference to its conflicts of laws principles).
(k) In any legal proceedings, both parties agree to waive any rights they may have to participate in any class, group or representative proceeding and both parties agree to waive any right they may have to a trial by jury.
Service Terms for Websites
Contract Type: Terminable at will, unless a minimum term is specified in your Order.
Payment Method: One off Design & Build Fee separated into two payments, (i) Deposit of 50% (non refundable after (14) day cooling off period (ii) Final 50% payment paid either on go live or 4 weeks after first payment. If agreed we also accept payments on a monthly recurring basis, unless a different Payment Method is specified in your Order.
Upgrades/Downgrades: If you purchased a self-service website you may purchase an upgrade to this Service at any time by clicking the “upgrade” link in the “My Account” section available on our Website or by calling our team. Otherwise, if you wish to upgrade or downgrade this Service, you will need to cancel this Service and place a new Order for the Service you want. We will then issue you with a new Confirmation of Order.
Domain Name Ownership: If you buy this Service, you will own the Domain Name that we provide to you.
Domain Name Renewal Fees: Payable by you.
Refunds/Credit:Unless paragraph 21(b) or 21(c) of the General Terms applies, you are not entitled to any refund or credit on cancellation of this Service at any time following the completion of your consultation with one of our website advisors. If you cancel this Service following the end of the Minimum Term and part way through a Service Month (except a cancellation under paragraph 21(d) of the General Terms) we will give you a pro-rated refund or credit.
Please note, if you decide to use your own Domain Name with our Website, you will not have access to the email account/mailbox features of this Service as thy would be provided through your own domain account.
Service Terms for Monthly management
Contract Type: Terminable at will only upon termination of your Website Service, unless a minimum term is specified in your Order.
Payment Method: Monthly recurring basis, unless a different Payment Method is specified in your Order.
Upgrades/Downgrades: Not applicable.
Refunds/Credit: On cancellation following the end of any minimum term specified in your Order made part way through a Service Month (except cancellation under paragraph 21(d) of the General Terms or the Satisfaction Guarantee Refund, if applicable) we will give you a pro-rated refund or credit. Please note that any discount that you received for this Service will be taken out of any pro-rated refund or credit that we give you.
If you have bought this Service as part of a Websites Package: On cancellation following the end of any minimum term specified in your Order made part way through a Service Month (except cancellation under paragraph 21(d) of the General Terms or in relation to the Satisfaction Guarantee Refund) we will give you a pro-rated refund or credit. If cancellation of this Service is as part of a cancellation of a Websites Package and as a result of the Satisfaction Guarantee Refund for the Design service, we will give you a full refund or credit for this Service. Please see paragraph 5 of the Supplementary Service Terms for Design for more details.
1. When the following words with capital letters are used in the following supplementary Service Terms for Assist, this is what they mean:
“Amendment” means a small and simple change to your Website (as determined by us), which may include but are not limited to content changes (i.e. spelling mistakes, changing font and font color), simple menu changes, changing colors.
“Change” means a complex change to your website (as determined by us) which may include but is not limited to complex content changes, complex menu changes, adding imagery and adding of widgets
“Update” means either an Amendment or a Change.
2. This is a bolt-on service and you must purchase a Website tier in addition to this Service.
3. We agree to provide you with up to 2 updates (that are fair and reasonable) to your website in each Service Month and build up to 4 new website pages in each Service Year (provided this is allowed within your chosen Websites tier).
4. You may request an Update using the webform available on Our Website, or by contacting us.
5. Once you have received this Service consecutively for two (2) Service Years, we will at your request, refresh your Website at no extra cost to you, by reviewing and, as necessary, updating, your on-page SEO, headlines and subheads, internal links, location and phone number placement and mobile configuration, and by resubmitting your website to the major search engines. Any request for a refresh of your Website must be made by contacting Customer Service within one (1) year of the date that you become eligible for the refresh. we shall have no obligation to refresh your Website if you have not requested us to do so within the time period stated in this paragraph.
Service Terms for Domains
Contract Type: Annual.
Upgrades/Downgrades: Not applicable.
Domain Name Ownership: You own the Domain Name.
Domain Name Renewal Fees: Payable by you.
Refunds/Credit: Unless paragraph 12(b) or paragraph 21(d) of the General Terms applies, you are not entitled to any refund or credit on cancellation of the Service for any reason.
Service Terms for Video
Contract Type: Terminable at will, unless a minimum term is specified in your Order.
Upgrades/Downgrades: Not applicable
Payment Method: Monthly recurring basis, unless a different Payment Method is set forth in your Order.
Refunds/Credit: On cancellation following the end of any minimum term specified in the Order made part way through or at the end of a Service Month (except cancellation under paragraph 21(d) of the General Terms or cancellation in relation to the Satisfaction Guarantee Refund, if applicable) we will give you a pro-rated refund or credit. If cancellation of this Service is as a result of the Satisfaction Guarantee Refund for the Design service, if applicable, we will give you a full refund or credit for this Service. Please see paragraph 5 of the supplementary service terms for Design for more details.
Supplementary Service Terms:
1. You can purchase this Service a) as part of an order for a Websites Package b) as a stand-alone product if you have already bought an existing Websites Package. If you have purchased this Service as a stand-alone product, it will be sold to you at the full purchase price and will not form part of your Websites Package.
2. We will only start building your Video once you have provided us with Your Content, Your Data and any other materials and information that we request from you in order for us to provide this Services.
3. Once we have built your Video, your Video will be made available for you to review. Please note that we may set your video live if, after a reasonable time period, we do not receive approval from you to set the video live.
4. You may make amends to your Video. If your amendment requirements are, in our reasonable discretion, excessive, we may advise you of that fact. Should we continue to receive a high level of amendment requests, we may refuse to make further amendments and/or suspend the hosting and display of your video. Any changes and amends that you have requested to your Video will be available for you to review once we have sent you an amends confirmation email.
5. Once you have received this Service consecutively for twelve (12) Service Months, we will, at your request, refresh your Video at no extra cost to you. Any request for a refresh of your Video must be made by contacting Customer Service within one (1) year of the date that you become eligible for the refresh. we shall have no obligation to refresh your Video if you have not requested us to do so within the time period stated in this paragraph.
6. On cancellation of this Service (except for cancellation in relation to the Satisfaction Guarantee Refund, if applicable), you will obtain ownership of the finished Video. Such ownership includes a royalty-free license to the video background music, graphics and images (solely for use in the Video) that we have provided to you. You agree that we may use all or any portion of your Video in our business and marketing materials. There may be additional charges for an encoded copy of your Video or an uncompressed high quality copy of the Video.