Standard Conditions For Website Services
Important: Please read these Standard Conditions carefully before you sign the Order. Pay particular attention to those conditions highlighted which limit our liability or affect your obligations to us.
In these Standard Conditions:
- Acceptable Use Policy
- means the acceptable use policy provided to you by us and available to view here
- means the binding agreement between you and us comprising the Order Summary, these Standard Conditions, the Acceptable Use Policy and any direct debit form (if applicable)
- means a change to the Content of a Website
- means a Domain Name registration certificate issued by a Registry
- means our charges for performing the Services
- means any and all of the text, graphics, images, logos, photographs, layout, design, shading and colouration constituting or intended to be in the Website
- Created Material
- means any material or item created by us for you as part of the provision of Services, including by way of example and not limitation the HTML code for, or the screen designs of, the Website
- Domain Name
- means an internet domain name as may be registered through a Registry
- Effective Date
- means the date on which we send you written acceptance of your Order
- means (a) all copyrights, patents, rights in trade marks, design rights, database rights, rights in know-how, trade secrets, 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 these rights; (c) and all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world
- means the document or electronic communication which you complete and submit to us confirming details of the Services you wish to purchase
- means any one of the Domain Name registers, operated and maintained by a Registry, comprising a Domain Name and registrant data
- means any of the Domain Name registries or registrars operating under the ICANN protocols
- means the website creation and hosting services we agree to perform in accordance with the Order Summary and subject to these Standard Conditions
- Standard Conditions
- means these contractual conditions
- means Thomson Directories Limited a company registered in England and Wales under number 902438, whose registered office is at Thomson House, 296 Farnborough Road, Farnborough, Hants. GU14 7NU; and "we" and "our" has a corresponding meaning
- means the website we create for you as part of the Services
- means the person, company or other organisation (named on the Order Summary as the customer) who offers to purchase the Services or a person, company or other organisation who or which enters into an Agreement with us for the provision of Services; and "your" shall have a corresponding meaning.
Commencement and Duration
- The Agreement shall not be formed unless and until we have sent you written acceptance of your Order.
- The Agreement will remain in effect for 12 months from the Effective Date unless otherwise terminated in accordance with these Standard Conditions.
- Subject to these Conditions, we shall provide or arrange the provision of the Services using the reasonable skill and care of a competent provider of services of the types of Services ordered.
- We reserve the right to refuse to publish the Website or any part of it at any time without liability where, in our absolute discretion, we have reasonable grounds for doing so. This will include, but not be limited to, where we consider that the Content does not meet the standards of the Advertising Standards Authority or that it is contrary to or infringes the terms of any law or the right of any person or that it may mislead members of the public or that members of the public might find it offensive, prejudicial or inflammatory or that it is likely to subject us to prosecution, criticism or embarrassment.
- Subject to these Standard Conditions, you shall
- pay our Charges for the Services in accordance with Condition 6
- advise us of and send to us any Content that we require from you;
- ensure that all Content provided to us by you is legal, decent, honest and truthful, and complies with: (i) The British Code of Advertising, Sales Promotion and Direct Marketing; and (ii) any and all guidance, codes or other regulations made available by any competent authority having jurisdiction over or responsibility for the regulation of advertising, including, without limitation, Ofcom, the Independent Committee for the Supervision of Telephone Information Services, or the Advertising Standards Authority; and (iii) with the provisions of all statutes and statutory instruments applicable to advertisements intended for display;
- ensure that all and any requests for Amendments to your Website are made to us in writing on your own business stationery (communications sent using corporate email accounts are acceptable)
- supply all Content in a suitable format as specified by us.
- All Content that you wish to provide and amendments that you wish to make must be received by us within 14 days of our issue to you of a proof of the Website. You acknowledge and accept that Launch of the Website will go ahead after that 14 day period
- You must own or have authority to use any trade name, trade mark, British Standard Mark or other quality assurance mark, logo or other material that is used in the Content. You must be authorised to use the name or logo of any trade association you use in the Content and you must be a paid up member of the trade association.
- If your activities, conduct, advertising or promotion fall within the regime regulated by the Financial Services Authority, you warrant to us that you are registered in the conduct of your business by the Financial Services Authority if you are required to be so registered and you undertake to ensure that prior to the first display of the Website the Content has been approved in writing by a person authorised by the Financial Services Authority to approve financial promotions.
- You confirm and warrant that (i) the business you are advertising is lawful, (ii) you have obtained all appropriate licences, permits or any other regulatory consents required to operate the business you are advertising, and (iii) advertising your business in the manner agreed with us will not result in a breach of any law or regulation by you, us or any third party.
- You shall make use of the Services and the Website in accordance with the Acceptable Use Policy.
- Subject to these Standard Conditions, you shall
Domain Name Registration
- Where the provision of Services requires us to register a Domain Name we shall:
- act as your agent in dealing and liaising with the relevant Registry;
- endeavour to secure your preferred choice of Domain Name in the order of preference specified in your Order;
- pay to the Registry the appropriate registration fee;
- arrange for the Registry to:
- process the application for the registration of the Domain Name and consider whether to accept or reject it in accordance with the criteria laid down in the rules of that Registry in force at the time of the application;
- enter your Domain Name and other relevant details in the Register and issue a Certificate if applicable.
- When registering or renewing the registration of a Domain Name you understand and accept that we will be acting as your agent for such purposes and you appoint us as agent for such purposes. Accordingly you will be bound by the terms and conditions, rules and procedures applicable to registrants of the Registries. Details of terms and conditions, rules and procedures relating to registration, renewal, surrender, transfer and dispute resolution of the Registries concerned are available on request from us.
- We will inform you of the Registry at which your Domain Name has been registered. Following registration, you must promptly notify the Registry of any (a) change to your registered details; and (b) actual or threatened proceedings brought in respect of the name used as a Domain Name whether by or against you.
- You must ensure that the details submitted by you for the purpose of your Domain Name registration (and any future additions or modifications to such details) are true and accurate.
- We may disclose to the relevant Registry such of your details as may be required to complete the registration of a Domain Name. You acknowledge that the Register will include a number of details relating to you. Registries may allow other organisations and members of the public to access their Register for the purpose of obtaining information about the registration of the Domain Name or any other related purpose. You expressly consent to such disclosure.
- If none of your preferred choices of Domain Name are available we will advise you and the Agreement in respect of your Domain Name registration will immediately terminate. You shall not be liable to pay us any Charges in these circumstances and we shall have no further liability to you.
- We make no representation that any of your preferred Domain Names are available or capable of being registered.
- You accept and agree that you are solely responsible for all Domain Name renewals and we shall not be liable for any loss incurred by you and arising as a result of your failure to renew.
- You may surrender or cancel the registration of the Domain Name in accordance with the procedures of the relevant Registry. In the event of surrender or cancellation, you are not entitled to any refund of any fees or Charges you may have paid to us.
- To the extent permitted by the relevant Registry, you may transfer the registration of the Domain Name.
- We shall have no liability in respect of your use of the Domain Name and in particular for any conflict with third party trade marks, registered or unregistered, or any other rights. If any dispute between you and any third party arises, we may withhold, suspend or cancel the Domain Name registration. We may make representations to the relevant Registry but will not be obliged to take part in any such dispute.
- You warrant and undertake that neither the registration of the Domain Name nor the manner in which the Domain Name is used infringes our rights or the rights of any third party. Our and the Registry's remedies under this warranty will continue to be available after completion of the registration process and notwithstanding any subsequent surrender, cancellation or transfer of the Domain Name.
- In respect of Services for the application and registration of Domain Names, you will at all times and on demand fully indemnify us, the Registry and the Registry's officers and employees from and against any claim (including reasonable costs and expenses, however they may arise, incurred in defending or dealing with such claim) that the application or registration of the Domain Name or the manner in which the Domain Name is directly or indirectly used infringes the rights of any third party (except for claims arising from our or the Registry's negligence or breach of the Agreement).
- If an Agreement for Domain Name registration is terminated for any reason arising under Condition 10, in addition to our rights to recover any monies owing to us, you authorise us, without prior notice to you, to surrender or cancel the Domain Name, retain the Domain Name for our own use, or transfer the Domain Name to a third party.
- You acknowledge and agree that in accordance with the relevant Registry's terms and conditions, Registries may cancel the registration or suspend the delegation of a Domain Name in exceptional circumstances by notice in writing to you. In the case of such cancellation or suspension, you are not entitled to any refund of any fees or charges you may have paid to us.
- Where the provision of Services requires us to register a Domain Name we shall:
- After submitting the Order you must pay us the amount stated on the Order using the payment method specified.
- If you do not make any payment or instalment due under this Agreement or any other contract between us, we can keep all sums you have already paid and you will immediately have to pay us all outstanding amounts. We may also (without prejudice to our other rights) immediately terminate this Agreement or any other order from you. Interest at a rate of 1.5% per month will be applied to any amount you have not paid after 30 days from the due date of payment (unless the law prevents us from charging interest). We can charge you any reasonable administration and legal costs for recovering the amounts you owe. If you owe us any sum of money, we may deduct that amount from any sum which we may owe you at any time under this Agreement or any other agreement we have with you.
- Without prejudice to any other rights we may have, we may suspend the Services in whole or part, and without notice, if you fail to pay our Charges in accordance with this Condition 6.
Limitation of Liability
- You acknowledge and agree that computer and telecommunications systems are not uninterrupted or fault free and we do not make any representation or warranty, express or implied, in relation to such systems or with respect to the Services or any software provided under this Agreement.
- We cannot guarantee continuous service, service at any particular time, integrity of data, information or content stored or transmitted via the internet. We will not be liable for any unauthorised access to, or any corruption, erasure, theft, destruction, alteration or inadvertent disclosure of data, information or content transmitted, received or stored on any system.
- Nothing in the Agreement shall limit or exclude liability in respect of death or personal injury caused by negligence, or fraudulent misrepresentation.
- We have no obligation, duty or liability in contract, tort, for breach of statutory duty or otherwise, beyond that of a duty to exercise reasonable care and skill.
- Save as provided in Condition 7.3, if we make an error in or omission from the provision of the Services, or fail to provide them, we will correct this as soon as reasonably practicable where possible. Additionally, we may either reduce the charges for the Services as is fair and reasonable taking into account the nature of the error or omission or extend the duration of the Services. Except as provided above, this represents the full extent of our liability to you.
- In any event, we have no liability to you at all in respect of errors or omissions (or other failure to perform), whether or not arising from negligence, for any of the following: indirect or consequential loss or damage; loss of business, revenue or profits; wasted expenditure; or financial loss of any kind.
- All conditions and warranties which may be implied by law or as a result of prior negotiations into the Agreement between us are excluded to the extent permitted by law.
- In any event, save as provided in Condition 7.3, our entire liability under the Agreement shall not exceed the total Charges paid by you for the Service that is the subject of the claim.
- Save as set out in the Agreement, if we fail to comply with our obligations under the Agreement as a result of an event outside of our reasonable control, we will have no liability to you as a result of such failure.
- You shall indemnify us, our employees and agents against all proceedings, claims, demands, losses, damages, costs and expenses (including legal costs and disbursements on an indemnity basis), incurred or suffered by us, and any damages awarded against us, arising directly or indirectly as a result of any breach of this Agreement by you or from processing or publishing any information or material you gave us or for incorporation into the Website including any claims arising as a result of defamation, illegality, false description or breach of any third party rights.
- You warrant that you:
- are the owner of all IPRs in any Content provided to us; or
- you have been duly authorised to use such IPRs and to allow us to use them on your behalf; and you grant us a worldwide right to use, free of charge, such IPRs for the purpose of providing the Services
- Nothing in these Conditions provides for any transfer or assignment of ownership of any IPRs. All IPRs in Created Material, shall be owned by us, whether or not the Created Material is derived or developed from material supplied as Content. Ownership of the IPRs in Created Material does not pass to you and you will not be entitled to use Created Material in any form or in any media unless otherwise provided in this Agreement.
- You warrant that you:
- We may terminate any or all of the Service or part thereof, at any time by providing you not less than fourteen (14) days notice of such termination. In the event of termination under this Condition 10.1 (but not otherwise), you will be entitled to a refund of that part of any Charge you have already paid to us and which relates to a period after the date that the Services or part thereof have terminated.
- We may terminate all or part of the Services with immediate effect by giving written notice to you if:
- you commit a material breach of any provision of the Agreement (including without limitation late payment), provided that in the case of a breach which is capable of remedy you fail to remedy the breach within fourteen (14) days of receiving a written request to do so;
- you cease or threaten to cease to carry on the whole or any part of its business or is unable to pay its debts as they fall due;
- if you are a limited company, you convene a meeting of your creditors or a resolution is passed or proposed for your voluntary winding up or a petition for your compulsory winding up is presented or proposed; if you are a person, firm or a partnership, you, or any one of you, convene a meeting of your creditors or a resolution is passed or proposed for an individual voluntary arrangement for you or any one of you, or a petition for your, or any one of your, bankruptcy is presented or proposed;
- an administrator, receiver, manager or supervisor of a composition or scheme is appointed or applied for; by you or any one of you;
- you are the subject of a receiving order in bankruptcy (or in Scotland are sequestrated or in Northern Ireland are adjudicated bankrupt) or suffer execution, distress, any form of diligence or seizure to be levied or effected on or against your premises, assets or effects.
- We may, at our sole discretion, suspend the provision of the Services if we are entitled to terminate this Agreement for any reason.
- Each party agrees that in entering into the Agreement it has not relied on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to the Agreement or not) other than as expressly set out in the Agreement for which its sole remedy shall be for breach of contract under the terms of the Agreement. Nothing in this Condition shall, however, operate to limit or exclude any liability for fraud.
- The Agreement constitutes the entire agreement between you and us with respect to the subject matter hereof, and supersedes all prior discussions, agreement or understanding between you and us.
Governing Law and JurisdictionThe Agreement is made and shall be subject to the laws of England and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.
1st September 2008