Web Design and Web Hosting Terms and Conditions

As a general rule the Terms and Conditions of WebAlert's business activities are based on that of a “Fair Policy” to both parties. However the legal beavers out there tell us this alone would not stand up in a Court of Law, therefore a more formal set of Terms & Conditions are laid out below.

All attempts will be made to establish a Fair Trading Policy with all customers, however these terms must be agreed upon to avoid future disputes and are non-negotiable. These terms relate to the hosting web services provided by WebAlert. These are the only terms & conditions under which we are willing to provide web services to you.

By contacting WebAlert by telephone, email or post you are deemed to have Read and Accepted the WebAlert Terms & Conditions stated below in full and you therefore agree to be bound by them.

This agreement is made between “you/your” and “us/we” You are: Anyone who agrees to pays us for our services. We are (“we/us/our”): WebAlert of Northampton. Data Protection Act Registration Number: PZ85622281

Please note WebAlert does not deal offer web hosting or email services to individuals and/or businesses who use aol as their broadband supplier, due to issues with setting up email.

1 Basis of contract

1. Subject to the terms set out in this document and to your compliance with our Acceptable Use Policy (“AUP”) we agree to provide to you some or all of the services described on our web site (“the Services”) at the prices we charge from time to time, such prices also being stated on our web site. We now refer to the prices of services we sell to you as the “Price”.
2. The information on our Web site is to be treated in law as an invitation to you to make an offer, and not itself an offer. Accordingly, there is no contract between us until we have accepted you as a client or customer by confirmation by letter or e-mail.
3.  We are free to refuse your order or to offer to supply you at a different price or under different conditions.
4. This document forms the basis of the contract between us automatically upon our acceptance
5. The hosting terms offered by us are subject to the terms & conditions that we are bound to by the terms and conditions of our contract with our hosting company.

2 Identification of the Service
You acknowledge that:

1. You buy as a business and not as a consumer;
2. you understand exactly what is included in the Services;
3. you are satisfied that the Services are suitable and satisfactory for your requirements;
4. in entering into this contract you have not relied on any representation or information from any source except the definition and explanation of the Price and the Services given on our web site.
5. Completion of Web Design Service and Web Maintenance,
   Time shall not be of the essence of the Web Design contract.
   WebAlert is under no circumstances financially liable for any delay in completion of the web design process. It is your responsibility to provide WebAlert with all the information that is required in a timely fashion.
   
   Quoted estimates for completion of a project are dependant on receiving any feedback or requests for additional information within 48 hours of WebAlert requesting any such feedback / information. Delays in receiving any additional information required shall be added to the estimated completion date.
   
   Design example, if an original completion estimate of 30 Days is given, and on Day 5 WebAlert requests feedback / additional information and this feedback / information is not received until Day 15, an additional 13 Days will be added to the estimated completion date ie a total of 43 Days.
   
   Maintenance example, most maintenance will be completed within 3 working days. If additional information is requested and it takes 5 days to be received, WebAlert will have an additional 8 days (5 + 3  = 8 days) to complete the maintenance.
   
   This shall be referred to as Equal & Opposite Timeframe Fair Policy Terms

3. Price increase
The Price is set out on our web site. We may increase our prices at any time. We will give you 28 days notice of any increase by email.

4. Payment and value added tax

1. You agree to pay the Price monthly or annually for the Services, together with value added tax at the then current rate (at such time that we become VAT registered and are required to charge VAT on our services). If you can satisfy us that you are resident in a country not liable to value added tax, then we shall not charge it to you.
2. You may pay by credit card or cheque or bank transfer.
   All payment methods are specified on your invoice.
   If you pay by cheque it is your responsibility to ensure cleared funds are in our account by the due date.

5. Late payment surcharge

1. You acknowledge that if any payment for commencement or renewal of a contract is not received in our bank by the first day of each month [or the day on which it is due] we may suspend the Services and / or cancel this agreement.
2. We may choose not to cancel the agreement if you make an additional payment to us to cover the disruption caused by your late payment. The Late Payment Surcharge/Interest fee, in respect of the late payment of any sums due under this agreement (both before and after judgment) are chargeable at the greater of:
   .1 if you have not paid by the 5th day after expiry of your invoiced expiry date, the charge will be £25;if you have not paid by the 10th day after expiry of your invoiced expiry date, the charge will be £50;
   if you have not paid by the 15th day after expiry of your invoiced expiry date, your account will be closed and services will be discontinued, or
   .2 a charge will be calculated on the outstanding fees due at the rate of 5 per cent above the base interest rate of the Bank of England from the due date until receipt of payment.
3. If your account is closed by us because you have not made a payment when due an additional £350 reconnection charge will apply inaddition to payment in full of any outstanding invoices.
4. If your account is closed because you have for any reason failed to give us notice of cancellation you now agree to pay us all of the Price for Services to the end of the your normal invoicing period. and you agree that these terms are reasonable.
   Your Normal Invoicing Period is determined by:
   - if you have previously elected to pay monthly your normal invoicing period will be deemed to be monthly.
   - if you have previously elected to pay quartery your normal invoicing period will be deemed to be quarterly.
   - if you have previously elected to pay annually your normal invoicing period will be deemed to be annual.
5. Failure to Make Payment.
   - Total Invoiced Fees plus interest incurred plus legal costs will be recoverable.
   - Fees owed in full will be recovered by taking the case to Her Majesty's Courts Service Money Claim Online.
   - Interest will be calculated using the The Better Payment Practice Code Statutory Interest Calculator.
   In extreme cases the debt will be passed onto a Debt Collecting Agency to recover the fees in full plus any interest and/or legal expenses incurred.

6. Termination

1. This agreement terminates upon either of us giving the other one month’s notice in writing addressed by post to the last known land address or by email to the last known email address of the other of us. For this and all purpose in connection with this agreement, our addresses are as at the head of this document.
2. If your cancellation is to be effective, you must give us full information to enable us to identify:
   who you are and
   that you have proper authority to cancel, and
   the Service you wish us to cancel.
3. You must give us 30 days notice prior to your invoiced expiry date, of your cancellation and all outstanding invoices must be paid in full.
4. The agreement may also terminate when we terminate it, without notice, on account of your failure to comply with these terms or the AUP.
5. Failure to give Notice or to Make Payment, within specified time frames noted on your invoice and subsequent reminders will result in your website being taken offline.
6. The website will remain offline until the Total Invoiced Fees plus Interest Incurred plus Legal Costs have been recovered in full, as outlined in Section 5 Late Payment Surcharge.
7. If you require us to transfer a domain name to another supplier you must give us 30 notice and ensure all outstanding fees are paid in full. We reserve the right to reject the transfer request until all outstanding invoice fees and/or other charges are paid in full.

7. Money Refund You are not entitled to a refund of any fees paid to us:

1. if you terminate this agreement earlier than the contracted date, or
2. if we terminate this agreement because you have failed to comply with our AUP.

8 Interruption to Services

1. If it is necessary for us, or our hosting company, to interrupt the Services, we will give you reasonable notice where this is possible and when we judge the down time is such as to justify telling you.
2. You acknowledge that the Services may also be interrupted for many reasons beyond our control.
3. You agree that we are not liable to you for any loss, foreseeable or not, arising from any interruption to the Services.

9 Transfer of Domain names
If we have to transfer your domain name from another web hosting service to ourselves, you understand that: we will charge for this service at the rate charged to us and the transfer may take from 5 to 60 days.
If you require us to transfer a domain name to another supplier, you must give us 30 days notice and all outstanding invoices must be paid in full.

10 Technical support
We will provide technical support within the areas of our expertise between the hours of 10.30am and 4.30pm weekdays, except during public holidays. We will also contact the our hosting company support team on your behalf to address technical hosting issues which our beyond our expertise.

On-site support is not offered as standard practice to your Service, specific arrangements can be made upon request, subject to reasonable charges.

We do not guarantee to provide, though our or our hosting company’s expertise, any particular support nor that the support we provide will be adequate for your requirements. Support will consist in maintenance of the functioning of your server or ours so that your site is live as nearly as possible continuously.

From time to time we or our hosting company may need to make technical changes to your Service as deemed necessary to address internet related industry issues which may result in a disruption of service. All attempts will be made to minimise the disruption.

11 SPAM & Unsolicited Commercial Email (“UCE”)
You agree that you will not:

1. use or permit others to use our network to transmit UCE;
2. publish or permit publication of, sites or information that is advertised by UCE from other networks.
3. You agree that if you do so, we may terminate the Services.

12 Intellectual property ownership

1. Our use of any Intellectual property belonging to us or to any third party as part of the Services shall not operate to transfer any right to you permanently.
2. If we assign to you an Internet Protocol address the right to use that Internet Protocol address shall belong only to us.
3. We reserve the right to change or remove any Internet Protocol number in our sole discretion.
4. Any software / licensing purchased by WebAlert and used in the Web Design of the website are used under licence held by WebAlert. Such software can not be used by WebAlert Customers or any other web visitor unless they purchase the relevant license from the software supplier. Failure to do so may lead to presecution from the software vendor.

13 Bandwidth and Disk Usage:

1. You agree that bandwidth and disk usage shall not exceed the data usage limit of 10GB per month for the Services ordered by you.
2. If your usage exceeds the contractually agreed amount we may at our discretion increase the Price currently charged by us for the bandwidth and disk usage
3. If in our opinion your usage puts at risk the continued service provision to other customers, we may terminate service to you. We shall give you 7 days notice of our intentions.

14 Confidentiality

1. We are both aware that in the course of business we will each have access to and be entrusted with information in respect of the business and operation of the other and their dealings, transactions and affairs, all of which information is or may be confidential.
2. We and you hereby undertake for ourselves and every employee or sub-contractor whose services we use that neither we nor they will divulge to any person whatever or otherwise make use of (and shall use their best endeavors to prevent the publication or disclosure of) any trade secret or confidential information.
3. We both mutually undertake to the other to make all relevant employees’ agents and sub-contractors aware of the confidentiality of information and the provisions of this paragraph and to take all such steps as shall from time to time be necessary to ensure compliance by our employee’s agents and sub-contractors with these provisions.

15 System and Network Security:

1. You agree that you will not, and you will not allow any other person to, violate or attempt to violate any aspect of the security of our systems.
2. You understand that any such violation is unlawful in many jurisdictions and that any contravention of law may result in criminal prosecution.
3. Examples of violations are:
   - accessing data unlawfully or without consent;
   - attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures;
   - attempting to interfere with service to any user, host or network, including, without limitation, via means of  overloading, "flooding", "mail bombing" or "crashing";
   - forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting;
   - taking any action in order to obtain services to which you are not entitled.

16 Privacy policy exception
You agree that we may disclose your information including assigned IP numbers, account history, account use, etc. to any judicial or proper legal authority who makes a written request without further consent or notification to you.

17 No duty to monitor
We are under no obligation to monitor or record the activity of any customer for any purpose, nor do we assume any responsibility through our AUP or otherwise to monitor or police Internet-related activities. We do provide web site statistics, tracking and analysis Services via a subscription to the service Net Applications’ HitsLink product (see our Products and Services details on our web site for more information).

18 Violation of AUP

1. You agree at all times to comply with our AUP.
2. If in our absolute discretion we think you have violated our AUP, we shall notify you of this by email. We may suspend service to you pending further investigation.
3. If within 12 months of the first violation, you commit a second violation whether in a similar or different way then we will terminate part or all of the Services without notice.
4. In any case we may suspend all the Services without notice if we reasonably believe the circumstances justify this to protect ourselves or others or to comply with any law. In making the decision to suspend we are not obliged to consider the cost or damage to you that may be caused by suspension of the Services to you.
5. Money will not be refunded to you in respect of any period during which Services are suspended. 19 Your contact details

You undertake to provide to us your current land address email address fax and telephone numbers as often as they are changed. Likewise we will notify you of changes to our contact details.

19 Limitation of liability

1. We give no warranty in connection with the Services.
2. We do not represent that the Services are suitable for your use.
3. You have not relied on us as “experts” in any area.
4. You agree that in entering into this agreement you have not relied on any representation or other information except the list of services and the prices posted on our web site.
5. We accept no responsibility for:
   any malfunction in hardware provided by you;
   any firewall provision not specified in the Services;
   any malfunction in any software whether provided by you or by us;
   any aspect whatever of the content of your web site.
6. You agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us in the immediately preceding 12 month period.
7. (for the avoidance of doubt) we shall not be liable to you for loss of profits goodwill or any type of special indirect or consequential loss (including loss or damage suffered by you as a result of an action brought by a third party) even if such loss was reasonably foreseeable or we had been advised of the possibility of your incurring it.

20 Comply with Acceptable Use Policy
You agree to comply with the acceptable use policy set out from time to time on our web site or as notified to you from time to time by email.

21 You indemnify us
You agree to indemnify us against all costs claims and expense arising directly or indirectly from:

• your failure to comply with the law of any country;
• the posting by you of any content on your web site;
• a breach of the intellectual property rights of any person;
• the posting by any third party with or without your knowledge of any material on your web site;
• any action taken or omitted by any third party in relation to your web site;
• any use of your web site for a purpose forbidden by this agreement;
• and for the purpose of this paragraph you agree that the cost of our management and technical time is properly recoverable and can reasonably be valued at £100 per hour without further proof.

22 Force majeure

1. Neither party shall be liable for any breach of its obligations resulting from causes beyond its reasonable control including strikes of its own employees.
2. Each of the parties agrees to give notice immediately to the other upon becoming aware of an event of force majeure such notice to contain details of the circumstances giving rise to it.
3. If a default due to force majeure continues for more than 6 weeks then the party not in default shall be entitled to terminate this agreement. Neither party shall have any liability to the other in respect of the termination of this agreement as a result of force majeure.

23 Successors to the agreement

1. The benefit and obligations of this agreement shall be binding on any successor in title.
2. Neither party shall be entitled to assign this agreement nor all or any of their rights and obligations hereunder without the prior written consent of the other.

24 Dispute Resolution
In the event of a dispute arising out of or in connection with this Contract and which has not been resolved following discussions and negotiations between a person or persons appointed or authorised by the Customer and the Web Writers then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.

25 Waiver
Failure by us to enforce at any time or for any period any one or more of the terms or conditions of this Contract shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Contract.

26 Jurisdiction
This Contract shall be interpreted according to the laws of England.

Duly authorised by the Writers:
Nathan Thadani of WebAlert
Date: April 2004
Copyright Andrew Taylor and Net Lawman Ltd 2002.
May be reproduced only for the business clients of NetLawman

Terms & Conditions subject to change, please check back regularly.

Details of WebAlert's Web Design and Web Hosting Terms and Conditions