Embossed Internet Limited
Standard Terms and Conditions of Business
This document contains our Standard Terms and
Conditions of Business which will apply unless alternatives are specified within
our written quotation.
Unless otherwise stated, services listed on
this site, or specified in quotations, are provided to you by Embossed Internet
Ltd, a company registered in England and Wales (company number 04469083) whose
registered office is located at 108 Mell Road, Tollesbury, Essex, CM9 8SR
Embossed Internet Ltd reserves the right to
amend and/or update these Conditions from time to time.
If there is anything in this document that you
do not understand then please contact us by calling 07954 428772.
Definitions
- The Supplier means ‘Embossed Internet
Limited’’. References to the Supplier in this document are to
"we", "our" and "us".
- The Client means the person or organisation
that agrees to buy goods or services from the Supplier. References to the
Client in this document are to "you".
- Conditions means the terms and conditions of
business set out in this document and any special conditions contained in
the Supplier’s written quotation.
- Goods means any goods, services or computer
applications offered
for sale by the Supplier from time to time.
- services shall mean any services such as web
hosting, email, design and coding, support or other services provided by the
company.
- Server means the computer server equipment
operated by us or by our contractors for the purpose of storing and
delivering web pages or the storage and delivery of emails.
- Website means an area on the server
allocated by us for use as a site on the Internet.
Conditions
- These Conditions shall apply to all contracts for the sale of goods or
services by the Supplier to the Client to the exclusion of all other terms
and conditions including any which the Client may purport to apply under any
purchase order, confirmation of order or similar document.
- No variation or addition to these conditions shall be effective unless
agreed in writing by the Supplier.
- Nothing in these conditions shall affect the statutory rights of any
consumer.
- Except as defined in the particular contract, the Company may modify this
agreement or prices, and may discontinue or revise any or all other aspects
of the Service at its sole discretion. The Client reserves the right to
cancel the services or goods before the new terms are effected.
Prices
- The price for goods or services shall be the price contained in the
Supplier's written quotation.
- The Supplier reserves the right to revise prices prior to delivery of
goods to reflect any direct or indirect increase in costs to the Supplier
but if the price has been paid in full prior to delivery no price revision
may take place without the prior written agreement of the Client.
Payment
- Payment for goods is due as detailed in the Supplier’s
quotation.
- All invoices will be submitted in pounds sterling. Payment may be made by
cheque in pounds sterling drawn on a UK bank or by bank transfer.
- All invoices shall be paid in full not more than 30 days from the date of
invoice. Time for payment shall be of the essence and any failure to pay
shall entitle the Supplier at its option to treat the contract as repudiated
by the Client or to delay delivery or further work until paid (in addition
to any other remedy).
- If any action or proceedings shall be commenced in which the Client’s
solvency is concerned, all monies under any transaction covered by these
Conditions shall become immediately due and payable.
- Interest on overdue invoices shall accrue from the date when payment
becomes due from day to day until the date of payment at 2% above bank base
rate per calendar month both before and after judgement.
- All invoices shall be paid in full free from any deduction for any set
off, counterclaim or otherwise howsoever arising.
Warranty and Liability
- The Supplier warrants that the goods will at the time of delivery
correspond to the description given by the Supplier. Except where the Client
is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977,
section 12) all other warranties, conditions or terms relating to fitness
for purpose, merchantability or condition of the goods, whether implied by
statute, common law or otherwise are excluded and the Client warrants that
he is satisfied as to the suitability of the goods for his purpose.
- Our total aggregate liability to you for any
claim in contract, tort, negligence or otherwise arising out of or in
connection with the provision of the Services shall be limited to the
charges paid by you in respect of the Services which are the subject of any
such claim and provided that you notify us of any such claim within one year
of it arising.
- In no event shall we be liable to you for
any loss of business, contracts, profits or anticipated savings or for any
other indirect or consequential or economic loss whatsoever.
- Whilst
Embossed Internet Ltd will endeavour to ensure that any goods or services
supplied will meet all legal requirements, it is the Client's
responsibility to ensure that pages and images are not libellous and do not
infringe copyright or other intellectual property rights.
- The
Client hereby agrees to indemnify and hold Embossed Internet Ltd harmless
from any legal actions which result from the content of Client pages.
-
The
Client shall defend and pay all costs, damages, awards, fees (including
reasonable legal fees) and judgments finally awarded against Embossed Internet
Ltd arising from such claims and shall provide Embossed Internet Ltd with
notice of such claims, full authority to defend, compromise or settle such
claims and reasonable assistance necessary to defend such claims at the Client's sole expense.
- We shall not be liable to you in contract, tort (including negligence) or
otherwise for:
- any damage or loss arising from the consequences of viruses received
by you via our email services.
- any economic losses (including loss of business, contracts, profits,
revenues, capital or anticipated savings), any indirect, special or
consequential loss, loss of data, goodwill or reputation or for any
wasted expense including but not limited to losses caused by viruses.
- Due to the nature of the Internet, all email/data to be sent outside of
the company’s internal infrastructure network is at the responsibility of
the User Organisation. The Company is not liable for protection or privacy
of electronic mail and information transferred through the Internet.
Delivery and Provision of Services
- The Company reserves the right to refuse any
application for subscription or service.
- The Service is described in the Quotation
and/or Order Form.
- Delivery of goods shall be made to Client's address and the Client
shall make all arrangements necessary to take delivery of the goods whenever
they are tendered for delivery.
- In the case of web sites or pages on the Internet, delivery shall be
deemed to be when the pages become publicly visible on the Internet.
- Whilst every reasonable effort shall be made to keep to any delivery date,
time of delivery shall not be of the essence and the Supplier shall not be
liable for any losses, costs, damages or expenses incurred by the Client or
any other person or company arising directly or indirectly out at any
failure to meet any estimated delivery date.
- Failure by the Client to pay for any instalment or delivery when due shall
entitle the Supplier to withhold further deliveries and the Client shall be
liable for any costs incurred by the Supplier relating to such goods which
the Supplier is then entitled to withhold.
Termination
- We may terminate any agreement we may have
with you forthwith if you fail to pay any sums due to us as they fall due.
- We may terminate any agreement we may have
with you upon written notice if you breach any of these terms and conditions
and you fail to correct the breach within 30 days following written notice
from us specifying the breach.
- We may terminate any agreement we may have
with you if you are a company and go into insolvent liquidation, or if you
are a person who is declared bankrupt.
- On termination of any agreement we may have
with you we shall be entitled immediately to block Internet and other access
to your website and remove any data from the server as we see fit. We will
hold your data for one calendar month and allow you to collect it at your
expense, failing which we shall be entitled to delete all such data.
Ownership and Risk
- The risk in goods shall pass to the Client when a contract is made even
though the goods are kept at the Supplier's premises at the Client's
request.
- Whilst the Supplier will take all reasonable care of materials supplied or
loaned by the Client in order to complete the contract, the Supplier does
not accept responsibility for any failure by the Client to maintain master
copies or adequate backups of such material.
- The Supplier remains the owner of the goods affected by the contract until
the Supplier has been paid in full for such goods.
- Once the Client has accepted delivery of the goods or any maintenance
agreement has expired, whichever is the later date, the Supplier shall be
under no obligation to retain backup or archive copies of the goods.
- If any payment due under these conditions is overdue in whole or in part,
the Supplier may without prejudice to any of its other rights recover and/or
re-sell the goods or any of them and may enter the Client's premises, with
his permission hereby confirmed as a condition at contract, by its servants
or agents to recover the goods and the Client shall be liable for all the
Supplier's costs of so doing.
- If the Client is a consumer and properly rejects any of the goods which
are not in accordance with the contract, the Client shall nonetheless pay
the full price for such goods unless the Client promptly gives notice of
rejection to the Supplier and at the Client's cost return such goods to the
Supplier in good condition.
- In the case of any other sale the Client shall inspect the goods
immediately upon delivery and shall notify the Supplier within seven days of
delivery if the goods are damaged or do not comply with the contract. If the
Client fails to do this, he is deemed to have accepted the goods.
Non Disclosure
- The Supplier undertakes to keep confidential
all information provided to them by the Client in order to supply the goods
ordered.
- The Client undertakes not to disclose the
Supplier’s prices or other details of the contract to any third party
without the written permission of the Supplier.
Copyright
In respect of contracts involving publication
of material supplied by the Client
- The Client undertakes to be responsible for
all matters pertaining to compliance with the Copyright Design & Patents
Act 1988, subsequent amendments and any other regulations in respect of the
use of copyright material passed to the Supplier.
- The Client shall be responsible for the
payment of any fees required by copyright holders or their agents.
In respect of contracts involving development
of goods or material supplied to the Client
- Copyright
of front-end web pages and images produced by Embossed Internet Ltd for Clients remains with the
Client providing full payment has been made.
- Copyright of software and programming code
developed by Embossed Internet Ltd remains with the Supplier; Provided
payment for the software or code has been made, the Supplier grants to the
client the non-exclusive right to use the software.
- The Supplier retains the right to adapt or
re-use the software for any other purpose.
- The Client may modify, adapt, reverse
engineer or re-use the software for any other purpose, but only with prior
notice to the Supplier. Making any modification or re-use of any code or
software shall halt any liability the Supplier has with regard to the code
or software.
Web Site Publication
- We will provide the Client with an
opportunity to review the appearance and content of the Web site during the
design and once they are completed. At the completion of the project, such
materials will be deemed to be accepted and approved unless the Client
notifies Embossed Internet Ltd otherwise within ten (10) days of the date
the materials are made available to the Client.
- It is the responsibility of the Client to
ensure that the content of web pages published on their behalf meets the
requirements of any current legislation in any jurisdiction and will
indemnify the Supplier against all and any claims made in the event of any
default.
- In no event will the company be liable for
any loss, damage or corruption to any data stored on the server. You are
responsible for maintaining backups and insurance cover in respect of any
loss or damage to data stored by yourself or on your behalf on the server.
Website Hosting
- Unless expressly specified in the Supplier’s
written quotation, the choice of Internet Service Provider (ISP) for hosting
the page(s) shall be at the sole discretion of the Supplier.
- The Supplier reserves the right to change
ISP should business conditions or technical considerations require it.
- Whilst reasonable effort will be made to
ensure that the material remains visible on the Internet, continuous service
cannot be guaranteed. The company is not liable for any loss of business or
other consequential loss resulting from web server down time or other
situation preventing a web site from being available on the Internet.
- Whilst we shall try to ensure the integrity
and security of the server, we do not guarantee that the server will be free
from un-authorised users or hackers.
Third Party Hosting
- If the Client's Web site is to be installed
on a third-party server, we will not be in any way responsible or liable for
that hosting, nor responsible for any level of support or maintenance, nor
can we accept responsibility for any alterations caused by a third party
occurring to the Customer's pages once installed. Such alterations include,
but are not limited to additions, modifications or deletions.
- We must be granted temporary read/write
access to the Client's storage directories, and those directories must be
accessible via FTP. Depending on the specific nature of the project, other
resources might also need to be configured on the server.
Email Services
- Mailbox size is typically 20Mb. The email
storage facility is not intended as long-term storage space and the company
recommend that email is deleted from the server after collection.
Maintenance, administration or support which results from exceeding this
limit may incur an administration charge at the discretion of the company
- The company does not accept any
responsibility for loss of any kind resulting from any failure of the email
services provided.
- 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. We will take all
reasonable steps to ensure accurate and prompt routing of messages but we
will not accept any liability for non-receipt or mis-quoting or any other
failure of e-mail.
- You agree to use all reasonable endeavours
to keep secure any identification, password and other confidential
information relating to your account and you will notify us immediately of
any known or suspected unauthorized disclosure.
- Whilst we shall try to ensure the integrity
and security of the server, we do not guarantee that the server will be free
from un-authorised users or hackers.
- Transmission of viruses. The company does
not accept any responsibility for loss of any kind caused by the
transmission of software viruses or worms transmitted via the email services
provided. It is the responsibility of the user to maintain anti-virus
software.
- The company does not accept any
responsibility for the nature of any incoming or outgoing email using the
email facilities supplied to its Clients.
- We specifically exclude any warranty as to
the accuracy or quality of information received by any person via the server
and in no event will the company 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 any data stored on the server
- You will not knowingly or recklessly post,
link to or transmit:
- Any material that is unlawful,
threatening, harmful, malicious, libellous, defamatory, obscene,
pornographic, profane or otherwise objectionable in any way
- Any material which will constitute or
encourage criminal offence, gives rise to civil liberty or that violates
or infringes any trademark, copyright, other intellectual property or
similar rights of any person, firm or company under the laws of any
jurisdiction
Domain Name Registration
-
Title
to any domain name registered on the Client’s behalf shall remain with the
Client.
-
We make no representation that the domain name you wish to
register is capable of being registered by or for you or that it will be
registered in your name. You should therefore not assume registration of
your requested domain name(s) until you have been notified that it has or
they have been registered. Any action taken by you before such notification
is at your own risk.
-
The registration and use of your domain name is subject to
the terms and conditions of use applied by the relevant naming authority;
you shall ensure that you are aware of those terms and conditions and that
you comply with them. For UK domain registrations you shall ensure that you
are aware of the terms and conditions of Nominet UK, the UK naming
authority, that can be found at http://www.nominet.org.uk/nominet-terms.html
and that you comply with them. You shall have no right to bring any claim
against us in respect of refusal to register a domain name or cancellation
of the domain name by the relevant naming authority. Any administration
charge paid by you to us shall be non-refundable notwithstanding refusal by
the naming authority to register your desired name.
-
We shall have no liability in respect of the use by you of
any domain name; any dispute between you and any other person must be
resolved between the parties concerned in such dispute. If any such dispute
arises, we shall be entitled, at our discretion and without giving any
reason, to withhold, suspend or cancel the domain name. We shall also be
entitled to make representations to the relevant naming authority but will
not be obliged to take part in any such dispute.
-
We give no warranty or representation that your domain name
is or will continue to be available for your use or that no domain name is
or will be registered which conflicts with your domain name or which
otherwise affects your use of your domain name.
-
You may request deletion of a UK domain name registered
with Nominet UK only within 7 days of the application date for that domain
name. There will be a standard "deletion charge" of £25. Deletion
requests after these 7 days will not be accepted.
Support
- The company makes every effort to ensure
that support and advice given to its clients is accurate and appropriate.
However, any advise, suggestion or recommendation offered by the company,
whether as part of a service / support contract or given free of charge,
cannot be guaranteed as accurate or appropriate.
- We do not guarantee any level of
support, response time or availability, unless specified
within a separate support contract or service level agreement which has been
agreed by both Client and Supplier.
Search engine placement
- The company shall endeavour to make search
engine and site directory submissions as contracted, but cannot guarantee
that a given search engine or site directory will list or continue to list
the site(s) submitted.
Cancellation Returns
- No contract shall be cancelled without the
prior written approval of the Supplier and on terms to be determined at the
absolute discretion at the Supplier.
- Where goods are in accordance with the
contract, they shall not be returned without the prior written approval of
the Supplier and on terms to be determined at the absolute discretion at the
Supplier.
- Goods which are in accordance with the
contract and are returned without our prior written approval may at our
absolute discretion be returned to you or stored at your cost without
prejudice to any other rights or remedies we may have.
- If you properly reject any of the goods
which are not in accordance with the contract you shall nonetheless pay the
full price for such goods unless you return such goods to us at your cost
before the date when payment of the price is due.
Force Majeure
- The Supplier will not be under any liability
whatsoever in the event that the Supplier is prevented or delayed from
supplying or making delivery of any goods by any reason or cause beyond the
Supplier's control.
Data Protection
Expenses
- The Customer shall pay to the Company all
costs and expenses (so that any legal fees shall be based on an indemnity
basis) incurred by the Company in enforcing any of these Conditions, or
exercising any of its other rights and remedies under the Agreement,
including (without prejudice to the generality) all costs incurred in
tracing the Customer in the event that legal processes cannot be enforced at
the address last notified to the Company.
Non-Waiver
- The allowance of time to pay or any other
indulgence by the Company in respect of payments due to it shall in no
manner affect or prejudice his right to payment together with interest
provided under these Conditions.
Dispute
- In the event of a dispute between the Supplier and the Client, should the
Supplier request in writing, the Client agrees to submit the dispute to
arbitration in accordance with the Arbitration Acts for the time being in
force as a legally binding alternative to court action.
Notices
- Any notice given by the company may be sent
by either postal letter, e-mail, fax to an address that you have supplied
and which we have reason to believe to be correct and valid at the time of
sending.
Law
- These conditions shall be construed in accordance with English law.
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