1. DEFINITIONS
"MasterWeb" means MasterWeb Ltd of Lake
House, Great
Saxham, Bury
St Edmunds, Suffolk, IP29 5JN, United
Kingdom which shall supply Services to You.
"Agreement" means this agreement;
the agreement between You and MasterWeb, comprising these Terms together with
any orders You may make or electronic order form you complete to gain access to
MasterWeb's services: Shared Hosting, Dedicated Hosting Enterprise Hosting,
Domains, Software, Design and any Other services purchased by You from MASTERWEB;
"Fees" means the fee or fees (and Local Administration
Costs) due for the provision of the Services as set out in any Order or (if not
set out) calculated by reference to the then standard MasterWeb prices;
"ICANN" means the Internet Corporation for Assigned
Names and Numbers;
"Local Administration Costs" means any registration
fees and other costs incurred by MasterWeb on Your behalf for the registration
or attempted registration of domain names including currency conversion costs
and bank charges;
"Materials" means any information, reports, documents,
software or other materials created by MasterWeb as part of the Services,
including all methodologies, know-how and processes used to do so;
"Objects" means any names, marks or materials and any
other information, documents or software which You supply to MasterWeb under
this Agreement;
"Order" means the order form, including electronic and
online forms, or letter signed by You requesting Services;
"Service" or "Services" means any and
all services provided by MasterWeb under these Terms including, without limitation,
domain name registration services; domain name portfolio management services;
domain name searching, monitoring and recovery services, web site hosting, web,
email and usenet searching and monitoring services and consultancy services and
any other services which may be provided from time to time;
"Server" means the computer server equipment operated for
MasterWeb in connection with the provision of the Services;
"Standard Price List" means the list(s) of the standard prices
for MasterWeb products which are available on request
"Subscription" means a recurring payment made in order to
receive Services from MasterWeb;
"Terms" means these terms and conditions of business;
"Web Site" means the area on the Server allocated by
MasterWeb to You for use by You as a site on the Internet; and
"You and Your" mean the person, firm or company who purchases
Services from MasterWeb and any of their or its employees, consultants and authorised agents who may use such services, from time to time.
2. APPLICATION OF TERMS
2.1 These Terms apply to
any or all Services to be provided by MasterWeb to You from time to time. These Terms are made up
of a number of constituent parts, including the Service-Specific Terms
governing MasterWeb's provision of the relevant Service to You, as well as the
General Terms that govern the provision of all such Services.
2.2 These Terms together with any Order(s) represent the entire
agreement relating to the Services and supersede any arrangements previously
agreed between You and MasterWeb. Save in the case of fraudulent
misrepresentation or fraudulent concealment, any representation, warranty or
undertaking, whether oral or written, (including in any previous correspondence
or communication) and any other terms and conditions sought to be imposed by
You by Your own order forms or otherwise are expressly excluded.
2.3 MasterWeb may alter these Terms at any time without
notification to You provided the current Terms are always available on
MasterWeb's website, and Your sole remedy in the event that You do no agree to
such amendments shall be to serve 3 months written notice of termination within
10-business days of being notified of the amendment, without any right to
damages. Unless MasterWeb notifies You to the contrary, no agent of, or person
employed by or under contract with MasterWeb, has any authority to alter or
vary these Terms or the Agreement in any way.
2.4 In addition to these Terms, all domain name registrations are
subject to the terms and conditions of any registrar MasterWeb may use to fulfil
the Order and the rules and regulations of the relevant registry administrator.
As a condition of the Agreement You agree to be bound by the rules and
regulations and dispute resolution policies applicable to each domain name
applied for on Your behalf. Details of these terms and conditions are available
from the relevant registries such as Nominet for .uk (www.nominet.org.uk).
2.5 You confirm that, in agreeing to these Terms, You have not
relied on any representation save insofar as the same has expressly in these
Terms been made a representation and You agree that You shall have no remedy in
respect of any misrepresentation (other than a fraudulent misrepresentation)
which has not become a term of this Agreement. No oral explanation or oral
information given by any party shall alter the interpretation of these Terms.
SERVICE-SPECIFIC TERMS
AND CONDITIONS
3. DOMAIN NAME
REGISTRATION
General
3.1 MasterWeb is a reseller of an accredited registrar with ICANN
for .com, .net, org, .biz and .info top level domains and other top level
domains ("TLD"s) under the terms of ICANN's Registrar Accreditation
Agreement. Your use of a domain name, once registered, may be challenged by a
third party; if so, ICANN's Uniform Domain Name Dispute Resolution Policy (the
"UDRP") as amended from time to time shall apply to all .com, .net
and .org registrations or renewals. The terms of the UDRP are available at
http://www.icann.org/udrp/udrp.htm
3.2 MasterWeb does not warrant or guarantee that the domain name
applied for will be registered in Your name or is capable of being registered
by You. Accordingly, You should take no action in respect of Your requested
domain name(s) until You have been notified that Your requested domain name has
been registered.
3.3 The registration of the domain name and its ongoing use is
subject to the relevant naming authority's terms and conditions of use and You
are responsible for ensuring that You are aware of those terms and conditions
and can and do comply with them. You irrevocably waive any claims You may have
against MasterWeb in respect of the decision of a naming authority to refuse to
register a domain name and, without limitation, agree that the administration
charge paid by You to MasterWeb shall be non-refundable in any event.
3.4 MasterWeb accepts no responsibility in respect of the use of a
domain name by You and any dispute between You and any other individual or organisation regarding a domain name must be resolved between the parties
concerned and MasterWeb will take no part in any such dispute. MasterWeb
reserve the right, on MasterWeb becoming aware of such a dispute, at
MasterWeb's sole discretion and without giving any reason, to either suspend or
cancel the domain name, and/or to make appropriate representations to the
relevant naming authority. You warrant and undertake that to the best of Your
knowledge and belief neither the registration of the domain name nor the manner
in which it is directly or indirectly used by You or and any licensee directly
or indirectly infringes the legal rights of a third party.
3.5 You are solely responsible for providing MasterWeb with
accurate and up-to-date contact information and MasterWeb shall not accept any
responsibility for any cancellation or refusal to renew a domain name by the
relevant naming authority due to any failure to provide such information. Any
changes made by You to Your details are Your own responsibility. MasterWeb are
not responsible for the renewals of any domain name registrations and You
should make Your own arrangements for reminding Yourself when any name is due
for renewal.
3.6 Where MasterWeb is acting as is a reseller of a registrar, the
ICANN-adopted consensus policies on transfer of sponsorship of registrations
between registrars shall apply. MasterWeb reserves the right to charge an
administrative fee in respect of any transfers to another web hosting or domain
name registration company in accordance with MasterWeb's Standard Price List
from time to time.
3.7 Special terms and conditions apply additionally to
registrations of Multilingual Domain Names (MDNs).
Information You are required to submit
3.8 As part of the registration process, You are required to
provide certain information and to promptly update this information as needed
to keep it current, complete and accurate. This information will be used by
MasterWeb in accordance with its Privacy Policy and the provisions of the Data
Protection Act 1998. The information You are obliged to provide in connection
with the domain name You are registering is the following:
a.
Your name and postal address (or if different, that of the domain
name holder);
b.
the domain name being registered;
3.9 You agree and acknowledge that when You renew Your domain name
registration, the type of information You are required to provide may have
changed. If You do not wish to provide the new required information, Your
registration may not be renewed.
3.10 All other information which MasterWeb may request from You at
registration is voluntary. However, not providing this information may prevent
You from obtaining all products and services made available to domain name
registrants by MasterWeb, other than registration of the domain name.
3.11 If You intend to license use of a domain name to a third
party You are still responsible for providing the contact information specified
above. You accept liability for any wrongful use of the domain name unless You
promptly discuss the identity of the license to any party providing reasonable
evidence of actionable harm.
3.12 If You licence a domain name to a third
party You will remain responsible for payment of the relevant Fees and
performance of all other obligations under this Agreement.
Additional information maintained about Your registration
3.13 In addition to the information You provide, as a reseller of
a registrar MasterWeb maintains records relating to Your domain name
registration. These records may include:
a.
the original creation date of the registration;
b.
the submission date and time of the registration application to
MasterWeb and by MasterWeb to the proper registry;
c.
communications (electronic or paper form) constituting
registration orders, modifications, or terminations and related correspondence
between You and MasterWeb;
d.
records of account for Your domain name registration, including
dates and amounts of all payments and refunds
e.
the IP addresses of the primary nameserver and any secondary
nameservers for the domain name;
f.
the corresponding names of those nameservers;
g.
the name, postal address, e-mail address, voice telephone number,
and where available, fax number of the technical contact for the domain name;
h.
the name, postal address, e-mail address, voice telephone number,
and where available, fax number of the zone contact for the domain name;
i.
the expiration date of the registration;
j.
information regarding all other activity between You and MasterWeb
regarding Your domain name registration and related services.
Obligations relating to provided data
3.14 In the event that, in registering the domain name, You are
providing information about a third party, You hereby represent that You have
a.
provided notice to that third party of the disclosure and use of
that party's information as set forth in this Agreement, and
b.
that You have obtained that third party's express consent to the
disclosure and use of that party's information as set forth in these Terms.
3.15 You acknowledge that wilfully providing inaccurate
information or wilfully failing to update information promptly, or failure to
respond for over fifteen (15) days to inquiries by MasterWeb concerning the
accuracy of contact details associated with Your registration will constitute a
material breach of these Terms and will be sufficient basis for cancellation of
Your domain name registration.
3.16 MasterWeb will not process data about any identified or
identifiable natural person that MasterWeb obtains from You in a way
incompatible with the purposes and other limitations which MasterWeb describes
in this Agreement or in connection with its duties under the Data Protection
Act 1998.
3.17 MasterWeb will take reasonable precautions to protect the
information it obtains from You from MasterWeb's loss, misuse, unauthorised access or disclosure or use, or alteration or destruction, of
that information. MasterWeb will have no liability to You or any third party to
the extent that such reasonable precautions are taken.
Disclosure and use of registration information
3.18 You agree and acknowledge that MasterWeb will make available
domain name registration information You provide or that MasterWeb otherwise
maintains to ICANN, to the registry administrator(s), and to other third
parties as ICANN and applicable laws may require or permit. You further agree
and acknowledge that MasterWeb may make publicly available, or directly available
to third party vendors, some, or all, of the domain name registration
information You provide, for the purposes of inspection or for targeted
marketing and other purposes as required or permitted by ICANN and applicable
laws.
3.19 Additionally, You acknowledge that ICANN may establish
guidelines, limits and/or requirements that relate to the amount and type of
information that MasterWeb may or must make available to the public or to
private entities and the manner in which such information is made available.
3.20 You hereby consent to any and all such disclosures and use
of, and guidelines, limits and restrictions on disclosure or use of,
information provided by You in connection with the registration of a domain
name (including any updates to such information), whether during or after the
term of Your registration of the domain name. You hereby irrevocably waive any
and all claims and causes of action You may have arising from such disclosure
or use of Your domain name registration information by MasterWeb.
Ownership of data
3.21 You agree and acknowledge that MasterWeb owns all databases,
compilation, collective and similar rights, title and interests worldwide in
MasterWeb's domain name database, and all information and derivative works
generated from the domain name database. You further agree and acknowledge that
MasterWeb owns the following information for those registrations for which
MasterWeb is the registrar:
a.
the original creation date of the registration,
b.
the expiration date of the registration,
c.
the name, postal address, e-mail address, voice telephone number,
and where available fax number of the technical contact, administrative
contact, zone contact and billing contact for the domain name registration,
d.
any remarks concerning the registered domain name that appear or
should appear in the WHOIS or similar database, and
e.
any other information MasterWeb generates or obtain in connection
with the provision of domain name registration services, other than the domain
name being registered, the IP addresses of the primary nameserver and any
secondary nameservers for the domain name, and the corresponding names of those
nameservers.
Domain Registrar Transfers
3.22 You agree that You can change registrar for an existing
domain name only in accordance with the policy of the relevant registry. You
agree You may not change registrar for a period of sixty (60) days after
initial registration of the domain name with MasterWeb. Only the
"Authoritative Holder" (the entity listed as the registrant in the
current domain name registration) of the domain name registration may initiate
a request to transfer that domain name registration from another registrar to
MasterWeb. You hereby represent that You have the full and complete authority
as the holder of the domain name registration to initiate such a transfer, or
that You have been given full and complete authority by the Authoritative
Holder of the domain name registration to initiate such a transfer. MasterWeb,
at its sole discretion, may require You to provide documentation that proves
that the Authoritative Holder of the domain name initiated this transfer
request. The request to transfer a domain name registration from another
registrar to MasterWeb may be denied:
a.
during the first sixty (60) days after initial registration of the
domain name with the original registrar;
b.
in accordance with circumstances described in the Domain Name
Dispute Policy;
c.
if there is a pending bankruptcy of the domain name holder;
d.
where there is a dispute over the identity of the domain name
holder;
e.
by operation of law; or
f.
at the discretion of the then-current registrar.
It is the responsibility of the Authoritative
Holder to ensure that the request to transfer will not be denied for any of the
above reasons prior to initiating and paying for the registrar transfer
services. Fees are not refundable, but can be applied to subsequent transfer
requests at MasterWeb's sole discretion.
Upon successful completion of the registrar transfer request,
MasterWeb’s preferred domain registrar shall immediately become the registrar
of record. You will be required to extend Your existing registration term for
one (1) year from the date Your existing registration is set to expire,
provided that the total unexpired term of a registration does not exceed ten
(10) years.
4. MASTERWEB SERVICES
4.0 MasterWeb will resell various services. These services will
vary depending on commercial conditions.
4.1 MasterWeb specifically excludes any warranty as to the
accuracy or quality of information received by any person via the Server and in
no event will MasterWeb be liable for any loss or damage to any data stored on
the Server. You are responsible for maintaining insurance cover in respect of
any loss or damage to data stored on the Server.
4.2 You warrant to MasterWeb that You will only use Your assigned
Web Site for lawful purposes, and accept sole responsibility for all content
that is published on the server. In particular, You further warrant and
undertake to MasterWeb that:
a.
You will not, nor will You authorise or permit any other party to,
use the Server in violation of any law or regulation;
b.
You will not knowingly or recklessly post, link to or transmit:
i.
any material that is unlawful, threatening, abusive, harmful,
malicious, libellous, defamatory, obscene, pornographic,
profane or otherwise objectionable in any way; or
ii.
any material containing a virus or other hostile computer program;
iii.
any material that shall constitute or encourage a criminal
offence, give rise to civil liability or that violates or infringes any trade
mark, copyright, other intellectual property rights or similar rights of any
person, firm or company under the laws of any jurisdiction; and
c.
You will conform to the standards and acceptable use policies of
MasterWeb, as defined in this clause 4, and You will ensure that neither You
nor any of Your end users make excessive or wasteful use of the Server to
MasterWeb's detriment or that of MasterWeb's other customers. Specifically:
i.
If the total storage space that is occupied on MasterWeb's server
by the contents of Your website exceeds the amount of allocated storage space
by more than 10% over a one month period, as measured in megabytes, and based
on the total amount of space designated for a given web service level, MasterWeb
shall issue a warning to You by email requesting You remove the contents or
upgrade to a higher capacity product. If You do not comply with the request,
MasterWeb can upgrade You to a more suitable server level without obtaining
Your consent or alternatively may elect to close down the service without
further notice. You shall then comply with the terms and conditions specified
for the new product if applicable.
ii.
With regards to data traffic on Active Shared Hosting services, a
Fair Use policy will apply. If the contents of Your website regularly generates
more server traffic than is deemed acceptable by MasterWeb, being to the
detriment of other MasterWeb customers, MasterWeb shall issue a warning by
email to You in which MasterWeb requests that You remove the contents or
upgrade to a more suitable package. Overloading may be caused by abnormally
high traffic on Your web pages or by powerful software solutions, which You
have installed on the web site. The warning will also contain the terms and
conditions for the appropriate solution, which is capable of handling Your
prevailing level of traffic. If You do no comply with this warning within
10-business days, MasterWeb reserves the right to close down Your website.
iii.
Dedicated Hosting and Enterprise Hosting product ranges have a set
bandwidth allocation applicable to each product, defined in Mbps or GB for
which a fee is payable. If in any calendar month, You obtain any bandwidth or
disk space usage over that basic allocation then MasterWeb will charge You its
standard over-usage charge, which will be invoiced one (1) calendar month in
arrears and payable in accordance with clause 7.
MasterWeb and its suppliers can routinely carry out searches in
Your database for information that is unlawful or in some other way conflict
with our commercial profile as a family-friendly corporate entity. MasterWeb
shall implement adequate internal procedures so as to ensure that information
of this nature is kept confidential and is only being accessed by MasterWeb
personnel.
In the event that MasterWeb has reason to believe that You are
publishing or distributing illegal contents or in some other ways contributing
to illegal activity using MasterWeb's servers, MasterWeb can access and copy
Your stored information. MasterWeb shall delete the copied contents as soon as
suspicion has been refuted, or when the need for a copy can no longer be
justified. Under no circumstances will MasterWeb grant access to the contents
retrieved to other parties, unless You have given consent or an order for
compulsory disclosure is served on MasterWeb by governing authorities.
4.3 MasterWeb may suspend the Service immediately in its sole
discretion if it receives any complaint that material on the Server may be
unlawful, harmful or defamatory or if it believes its standards or acceptable
use policy have been breached
4.4 You are responsible for obtaining any licenses or permissions
from public authorities that are required due to the contents uploaded by, or
the web activity undertaken by You.
4.5 MasterWeb may disclose Your name and address to a complaining
individual or naming authority if in its reasonable discretion, it is necessary
or appropriate to do so.
4.6 You are responsible for sending mail in accordance with any
relevant legislation (including data protection legislation) and for sending
the same in a secure manner. MasterWeb will take all reasonable steps to ensure
accurate and prompt routing of messages but it will not accept any liability
for non-receipt or misrouting or any other failure of email.
4.7 You warrant, undertake and agree that:
a.
all transactions within any online store system operated by You
will be contracts for the sale of goods between You as the merchant and Your
end-user customer and You agree that MasterWeb may include an exclusion of its
liability in respect of such purchases and transactions in such form as it
deems appropriate;
b.
the information contained within any online store system complies
with all applicable law, including, without limitation, any distance selling
regulations and data protection regulations in force from time to time;
c.
You will keep secure any identification, password and other
confidential information relating to Your account and You will notify MasterWeb
immediately of any known or suspected unauthorised use of Your account, or any
known or suspected breach of security, including loss, theft or unauthorised
disclosure of Your password information.
4.8 While MasterWeb will use reasonable endeavours to ensure the
integrity and security of the Server, it does not guarantee that the Server
will be free from unauthorised users or hackers.
4.9 You will receive a password, which is used as a safety
mechanism when logging into your Control Panel and/or server. MasterWeb and its
suppliers have the right to run software that verifies the user name and
password. You have sole responsibility for any passwords that are allotted to
You, and You shall keep all such passwords confidential and take all security
measures to prevent any unauthorised person from gaining access to any
password.
4.10 Shared Hosting services and Dedicated Server are provided on
the basis of an initial term of twelve (12) months. Thereafter the Services
will automatically continue until You terminate the Services giving 90 days
notice in writing to MasterWeb. Any such termination or cancellation will be
subject to the payment of any outstanding charges.
4.11 The Service Level Agreements of MasterWeb’s suppliers set out
the hosting performance You can expect and Your right to credits in the event
of non-performance of Your server.
4.12 MasterWeb and its suppliers retain the exclusive ownership
and proprietary rights to all equipment to which You are granted access under
this agreement, unless this agreement relates to co-located servers supplied by
You in which case the server box itself remains the property of You and all
network and ancillary equipment remains the property of MasterWeb and its
suppliers .
5. RESELLER TERMS AND
CONDITIONS
5.1 Resale of web space or functionality on any product is not
permitted without approval and written agreement from MasterWeb.
5.2 If You are or become a reseller of MasterWeb's Services You
must ensure that You continue to comply with these Terms by making Your
customers bound to no less comprehensive and protective Terms than these.
5.3 You agree that in Your capacity as reseller of MasterWeb's
Services You will not incur any liability on MasterWeb's part nor in any way
pledge or purport to pledge its credit or purport to make any contract binding
on MasterWeb.
5.4 MasterWeb does not accept liability or default of Your own
customers as affecting or limiting Your obligations under this Agreement and
suggests that You require Your customers to sign a form of this Agreement.
5.5 As a reseller You shall hold MasterWeb and shall procure that
Your customers hold MasterWeb harmless in respect of any act or omission by You
or Your customers and to indemnify MasterWeb in respect of any claims that may
be made directly against MasterWeb.
GENERAL TERMS AND CONDITIONS
6. ORDERS
6.1 Each Order for Services by You shall be deemed to be an offer
by You to buy the Services from MasterWeb subject to these Terms. No Order
shall be deemed to be accepted by MasterWeb until MasterWeb issues a written
acknowledgement or (if earlier) the Services are provided.
6.2 MasterWeb shall be under no obligation to deliver any Services
in addition to those identified in the Order without the prior written consent
of a duly authorised representative of MasterWeb.
6.3 You shall provide to MasterWeb, at Your cost, any information,
resources or facilities reasonably requested by MasterWeb for the delivery of
the Services and, where necessary, ensure that Your employees, contractors and
other suppliers co-operate fully and promptly with MasterWeb.
6.4 Any instructions supplied by You to MasterWeb in relation to
the Services must be complete, accurate and clearly legible. MasterWeb reserves
the right to make a charge for any costs and any additional work incurred by
MasterWeb from any failure by You to comply with this provision and shall not
be liable for any errors caused by such failure.
6.5 You acknowledge and agree that the Services commence upon the
sending of MasterWeb's notice of confirmation, pursuant to clause 6.1 above,
and that there is no right to cancel this Agreement under the Council Directive
97/7/EC on the protection of consumers in respect of distance contracts or
associated local laws.
7. PAYMENT
7.1 MasterWeb will take payment under its direct debit or
alternative arrangements annually in advance unless otherwise agreed. The first
payment will cover the set-up and twelve (12) months' hosting for shared
hosting, the set-up and three (3) months hosting for dedicated hosting, and as
directed in the MasterWeb sales proposal for enterprise hosting.
7.2 Without prejudice to MasterWeb's other rights and remedies
under this Agreement, if any sum payable is not paid on or before the due date,
MasterWeb reserves the right, forthwith and at its sole discretion, to suspend
the provision of Services to You.
7.3 Subject to an increase in third party costs such as Local
Administration Costs, the Fee for the Services shall be in accordance with the
relevant scale of charges and rates published from time to time on
www.masterweb.co.uk. MasterWeb reserves the right to alter the Fees payable for
Services at any time and any new Order for Services after such time shall be
deemed to have been made in acceptance of such new Fees. Such alterations will
not affect any previously accepted Order or quotation given under 7.4 below.
7.4 You acknowledge that Local Administration Costs may differ
from the amount or amounts (if any) previously indicated by MasterWeb as a
result of changes in pricing by the relevant domain authority and/or changes in
the exchange rate and associated bank charges and You agree to pay the actual
Local Administration Costs incurred by MasterWeb on Your behalf if higher than
those set out in the Order.
7.5 You acknowledge that the Fee may represent only the initial
costs of a domain name registration and that continued use of the name will
require You to pay recurring charges and renewal fees in accordance with Clause
7.1.
7.6 Unless otherwise expressly specified in the Order, and subject
to clause 3.2, all quotations given by MasterWeb for MasterWeb's Fees are valid
for a period of fourteen (14) days only from the date upon which they are
given, after which time the quotation shall automatically expire.
7.7 The price of the Services is exclusive of VAT or its
equivalent and all other tax or duty which, if applicable, shall be payable by
You in addition at the appropriate rate.
7.8 MasterWeb reserves the right to demand payment on account in
advance of providing any Services and unless otherwise specified in the Order
may invoice in respect of work completed or to be carried out, before, during
and after completion of such work as it sees fit.
7.9 You will provide MasterWeb with the details requested in
Clause 3 and the relevant subscription details, including details of Your preferred
payment method and confirmation that MasterWeb may process Your details in
order to renew Your Subscription.
7.10 MasterWeb will automatically renew Your Subscription for a
further twelve (12) months unless You advise it otherwise with at least 90 days
written notice for Shared, Dedicated and Enterprise Hosting Customers. Payment
for such renewal will be taken in accordance with this Clause 7.11. On receipt
of the funds by MasterWeb, MasterWeb shall send a receipted invoice to You.
7.11 Invoices are payable within fourteen (14) days of the date of
the invoice without deduction or set-off. Unpaid invoices shall attract
interest at a rate of 4% above the base rate of Barclays Bank plc per annum
without prior notice (such interest being payable both before and after any
judgment may be obtained) and MasterWeb reserves the right to suspend the
Services until payment is made. Time for payment is of the essence. With regard
to Fees that relate to the relevant fee for a domain name registration, You
must make payment in full before Your application can be accepted.
7.12 MasterWeb will not transfer domain names or release hosting
details, website content and design, software or any other pertinent product or
service until Your account (including interest attracted subject to clause
7.11) is paid in full.
7.13 Where You do not re-register Your domain name(s), MasterWeb
may choose to register the title in and ownership to these domain names, and if
such Fees are overdue MasterWeb may deal with such names without restriction as
if the full legal and beneficial owner.
8. INTELLECTUAL
PROPERTY RIGHTS AND OTHER CONSENTS
8.1 MasterWeb retains ownership of all intellectual property
rights in the Materials. MasterWeb grants to You a limited licence to store and
view the Materials delivered to You on Your internal computer network. Unless
done so strictly for Your internal business use, the Materials may not be
otherwise reproduced, transmitted, broadcast or displayed in public without
MasterWeb's prior written consent. MasterWeb is the proprietor of the MasterWeb
trade mark in the UK
and other countries. All other trade marks, product names and company names or
logos used in MasterWeb's site are MasterWeb property or that of their
respective owners. No permission is given by MasterWeb in respect of the use of
any such trade marks, get-up, product names, company names, logos or titles and
You acknowledge that such use may constitute an infringement of the holder's
rights.
8.2 You are solely responsible for obtaining all intellectual
property rights clearances and/or other consents and authorisations necessary
in respect of the names, marks or other materials which are the object of the
Services and You warrant that MasterWeb use of such Objects shall not infringe
any third party's intellectual property rights or be otherwise unlawful or
illegal.
On becoming aware of any dispute between You and any other
individual or organisation regarding the Objects, MasterWeb reserves the right,
at its sole discretion and without notice or liability to You, to cease any
further use of such Objects including, without limitation, deleting or
suspending them from its computer systems and/or to make appropriate
representations or provide information to any relevant authority or interested
party.
Use of the MasterWeb Website
8.3 MasterWeb provides the information on its website, including www.masterweb.co.uk , and encourages you
to print copies of the information for your personal use, store the files on
your computer, and establish inks with this website from your own documents.
However, there are legal limitations and restrictions that are imposed on all
visitors to this and related sites.
8.4 These sites contain information which is the proprietary
property of MasterWeb. MasterWeb has invested money, time and effort to develop
this site and the information contained herein. Such property includes but is
not limited to copyrights, trademarks, and information about technology. These
may be provided in the form of text, graphic, audio, and video downloads,
links, games or source codes ('Services and Materials'). MasterWeb retains the
rights to such Services and Materials.
8.5 Services and Materials are intended only for MasterWeb's
customers and are provided only for your convenience. MasterWeb grants you no
license or property rights to any such Services and Materials.
8.6 MasterWeb does not warranty the accuracy, completeness or
reliability of Services and Materials and other items contained on this server
or any other server. Therefore, you are not to rely on any Services and
Materials provided in this site unless we expressly advise you in writing that
you may do so.
8.7 The Services and Materials are provided by MasterWeb on an as
is basis, and MasterWeb expressly disclaims any and all warranties, expressed
or implied, including without limitation warranties of merchantability and
fitness for a particular purpose, with respect to any services or materials. In
no event shall MasterWeb be liable for any direct, indirect, incidental,
punitive, or consequential damages of any kind whatsoever with respect to the
services and materials.
8.8 Please do not rely upon or utilise the Services and Materials
to purchase, sell, trade or transact in any securities. Note that information
provided herein does not meet disclosure requirements or regulatory bodies as
may be required in different countries, including but not limited to the UK
Financial Securities Authority (FSA). Investment decisions should not be made
based upon Services and Materials provided herein.
8.9 The information regarding the stocks and any information
contained within these websites do not constitute an offer by MasterWeb of any
of its securities nor does it constitute a request for an offer to buy any
securities.
9. LIABILITY
9.1 Whilst MasterWeb shall use reasonable skill and care in the
delivery of the Services You acknowledge that the delivery of the Services:
a.
is subject to the inherent technical and operational limitations
of the Internet, including, but not limited to, the lack of security and
unreliability of its communications, the evolving nature of its organisational,
legal and regulatory framework, and the potential inaccuracy and variable
standards of its relevant data repositories, such as national domain name
registries, and is therefore made without guarantee as to accuracy or
completeness for which MasterWeb shall have no liability to You or any third
party;
b.
may, in whole or in part, be prohibited, restricted or otherwise
subject to relevant third party contractual provisions, such as the terms and
conditions of Internet naming authorities, for which MasterWeb shall have no
liability to You and You warrant that You shall ensure that You are made aware
of, and comply with, such provisions.
9.2 MasterWeb and its suppliers shall use reasonable endeavours to
provide continuing availability of the Server and the Services but shall not,
in any event, be liable for Service interruptions or down time of the Server,
except to the extent set out in the Service Level Agreement applicable to the
Services You have ordered.
9.3 MasterWeb shall not be liable for any delay or failure to
perform its obligations under this Agreement where such delay or failure is due
to circumstances beyond its reasonable control including, without limitation,
any act or omission by You or providers of internet connectivity and other
events of force majeure. Any time deadlines set out in the Order or otherwise
agreed are estimates only.
9.4 All conditions, terms, representations (other than fraudulent
representations) and warranties relating to the Services, whether implied by
law or otherwise, which are not expressly stated in this Agreement including,
without limitation, the implied warranty of satisfactory quality and fitness
for a particular purpose are excluded to the fullest extent possible by law.
9.5 MasterWeb's total aggregate liability to You for any claim in
contract, tort, negligence or otherwise arising out of or in connection with
this Agreement and the provision of the Services shall be limited to the price
paid by You, in respect of the Services which are the subject of any such claim
and provided that You notify MasterWeb of any such claim within one (1) year of
it arising. In no event shall MasterWeb be liable to You for any loss of
business, contracts, profits or anticipated savings, goodwill or for any other
indirect or consequential or economic loss whatsoever.
9.6 Nothing in this Agreement shall limit or exclude MasterWeb's
liability for death or personal injury resulting from MasterWeb's negligence or
any other liability, the limitation or restriction of which is prohibited by
law.
9.7 The Services are provided by MasterWeb for Your exclusive use.
MasterWeb does not accept any liability or obligation towards any third party
or generally towards any person and the Contract (Rights of Third Parties) Act
1999 shall not apply to the relationship between You and MasterWeb.
10. INDEMNITY
You agree to indemnify and keep indemnified and hold MasterWeb and
its directors, officers, employees and agents and the registry operator for domain
names, on demand harmless from and against any claim brought against MasterWeb
or the Domain registry by a third party resulting from the provision of
Services by MasterWeb to You and/or Your use of the Server and/or any domain
name registered, and in respect of all losses, costs, actions, proceedings,
claims, damages, expenses (including reasonable legal costs and expenses), or
liabilities, whatsoever suffered and howsoever incurred by MasterWeb in
consequence of Your breach or non-observance of these terms of business.
11. CONFIDENTIALITY
AND PUBLICITY
11.1 Both You and MasterWeb undertake not to disclose to a third
party any confidential information which You or MasterWeb receives relating to
the contents or performance of this Agreement or the other's business in
general, and shall procure that each of its directors and employees shall not
do so, except with the prior consent in writing of the other, as required by
law, or to the extent to which that information is publicly available or
already known to the receiving party at the date of receipt other than through
any unauthorised disclosure by any person.
11.2 Without prejudice to clause 12.1, MasterWeb shall be entitled
to mention Your name as a client of MasterWeb and the name(s) of products in
respect of which MasterWeb provides Services in publicity and promotional
material on and off-line without Your prior consent unless You send notice in
writing to MasterWeb (by post) referencing this clause and requesting no
publicity. Any request will only apply to publicity material to be prepared
after such notice is given and MasterWeb will be under no obligation to cease
using material printed or published prior to such notice.
12. CREDIT CARD
SECURITY
12.1 MasterWeb use Cardnet or Netbanx for credit card processing.
12.2 If You discover that goods or services have been ordered from
a supplier over MasterWeb's site using Your credit card details in
circumstances where You had not agreed to or authorised this, then (provided
You have not, through failure to take reasonable care, allowed an unauthorised
person to gain access to Your credit card details, purchaser ID or password)
MasterWeb's suppliers are required to refund to You the money they receive
provided that: (a) You inform Your credit card company and MasterWeb of the
unauthorised purchase as soon as You discover it; and (b) You co-operate with
Your credit card company, the supplier, MasterWeb and, if necessary, the police
in relation to the unauthorised use.
13. TERMINATION &
CANCELLATION
Termination by MasterWeb
13.1 MasterWeb may terminate this Agreement forthwith if You fail
to pay any sums due to MasterWeb as they fall due or if, in its reasonable
opinion, You do not have sufficient technical expertise to use the Service
without excessive ongoing technical support.
13.2 MasterWeb may terminate this Agreement upon written notice if
You breach any of these Terms and You fail to correct the breach within thirty
(30) days following written notice from MasterWeb specifying the breach, or if
You are a company and You go into insolvent liquidation, or if You are a person
and You are declared bankrupt.
13.3 You acknowledge and agree that Your domain name registration
is subject to suspension, cancellation, transfer or modification pursuant to
the terms of any rules or policies applicable to Your domain name registration,
including, but not limited to
i.
the UDRP,
ii.
any ICANN adopted policy,
iii.
any registrar or registry administrator procedures, or (iv) any
other ccTLD registry administrator procedures.
13.4 On termination of the Agreement MasterWeb shall be entitled
immediately to block Your Web Site and to remove all data located on it.
MasterWeb will hold such data for a period of fourteen (14) days and allow You
to collect it at Your expense, failing which MasterWeb shall be entitled to
delete all such data. MasterWeb shall further be entitled to post a notice in
respect of the non-availability of Your Web Site as MasterWeb thinks fit.
13.5 MasterWeb may close down this account forthwith without
compensation to You and Your duty to pay shall be in force until the expiry
date of the contract:
a.
In the event that an encumbrance takes possession of, or an
examiner or a receiver is appointed over, any or Your property or assets;
b.
If You make any voluntary arrangement with Your creditors, or
(being a company) go into liquidation save for purposes of reconstruction and
amalgamation.
Cancellation by You the Customer
13.6 Your right to cancel a pending order can be invoked if You
are a consumer however orders placed by an organisation or company entity, as a
general rule can not invoke the right to cancel. If You invoke the right to
cancel in accordance with this Agreement or mandatory law, You must do so in
writing within 14 days from the date of order and MasterWeb will accept return
of performance.
13.7 Where your request for cancellation is made within 14 days of
placing your order and in the event that your request of order cancellation has
been accepted by MasterWeb, You may get payments previously made refunded.
MasterWeb may, as a condition of such acknowledgement, or otherwise on early
termination in accordance with clause 14, impose such reasonable charge for
cancellation as it shall consider appropriate including a charge for any costs
(including Local Administration Costs) and for any work incurred by MasterWeb
at the date cancellation is acknowledged.
13.8 In order for a Your request for cancellation to be considered
for approval, it must be submitted in writing, marked to the attention of
MasterWeb Accounts, and be received within 14 days from the date of order,
ensuring that Your request is postmarked or in some other way received by
MasterWeb priory to the expiry of the said 14 days, at:
MasterWeb Accounts
Lake House
Great Saxham
Bury St Edmunds
Suffolk
IP29 5JN
United Kingdom
13.9 Requests to cancel Shared Hosting and Dedicated Hosting after
the initial 14 days after Your order has been placed can only be made by giving
90 days notice in writing to MasterWeb. Should You request the cancellation of
your account with MasterWeb prior to the expiry of the relevant 12 month
subscription period, MasterWeb may, as a condition of such acknowledgement, or
otherwise on early termination in accordance with clause 14, impose such
reasonable charge for cancellation as it shall consider appropriate including a
charge for any costs (including Local Administration Costs) and for any work
incurred by MasterWeb at the date cancellation is acknowledged. No monies
previously received will be refunded as a result of cancellation under this
clause. This clause 13.9 does not apply to Active Enterprise Hosting Customers.
13.10 Enterprise Hosting services are provided on the basis of an
initial fixed term of twelve (12) months which, subject always to Your right to
cancel the services on payment of any outstanding charges and a cancellation
fee equivalent to the remainder of the Services, will automatically continue
for additional twelve (12) month periods thereafter unless and until terminated
in writing on ninety (90) days notice.
13.11 No purported cancellation of any Order or part of an Order
will be effective unless and until MasterWeb gives written acknowledgement of
cancellation.
14. NOTICES
14.1 Any notice to be given by either party to the other may be
sent by either email or recorded delivery to the address of the other party as
appearing in this Agreement or ancillary application forms or such other
address as such party may from time to time have communicated to the other in
writing, and if sent by email shall unless the contrary is proved be deemed to
be received on the day it was sent or if sent by fax shall be deemed to be
served on receipt of an error free transmission report, or if sent by recorded
delivery shall be deemed to be served two (2) days following the date of
posting.
15. LAW
15.1 For the adjudication of disputes concerning or arising from
use of the domain name, the domain name holder shall submit, without prejudice
to other potentially applicable jurisdictions, to the jurisdiction of the
courts of the place of business of MasterWeb, Bury St
Edmunds,
England.
15.2 Subject to clause 16.1 above:-
a.
the Agreement (and any dispute, controversy, proceedings or claim
of whatever nature arising out of or in any way relating to this Agreement or
its promotion) shall be governed by and construed in accordance with English
law.
b.
each of the parties to this Agreement irrevocably agrees that the
courts of the place of business of MasterWeb, Bury St Edmunds, England shall have exclusive jurisdiction to
hear and decide any suit, action or proceedings and/or to settle any disputes
which may arise out of or in connection with this Agreement and, for these
purposes, each party irrevocably submits to the jurisdiction of the courts of
the place of business of MasterWeb, Bury St Edmunds, England.
16. MISCELLANEOUS
16.1 If any provision of this Agreement or part thereof shall be
void for whatever reason, the offending words shall be deemed deleted and the
remaining provisions shall continue in full force and effect.
16.2 Your rights and obligations under this Agreement are personal
to You and You undertake that You shall not nor purport to: assign, lease,
charge, sub-license, or otherwise transfer such rights and obligations in whole
or in part.
16.3 MasterWeb reserves the right to sub-contract any of the work
required to fulfil the Services and to assign this Agreement upon notice to
You.
16.4 Neither party shall be liable for any loss suffered by the
other party or be deemed to be in default for any delays or failures in
performance hereunder (other than in relation to payment) resulting from acts
or causes beyond its reasonable control or from any acts of God, acts or
regulations of any governmental or supra-national authority.
16.5 Any delay or forbearance by either party in enforcing any
provisions of this Agreement or any of its rights hereunder shall not be
construed as a waiver of such provision or right thereafter to enforce the
same.
16.6 Clause headings have been included in this Agreement for
convenience only and shall not be considered part of, or be used in
interpreting, this Agreement.
16.7 No person who is not a party to this Agreement shall have any
right under the Contracts (Rights of Third Parties) Act 1999 to enforce any
term of this Agreement.
