Where the context admits:
"We" or "the Company" refers to 21stCenturyVillage.com Ltd, 78 York Street, London, W1H 1DP, UK
"You" or the "Customer" refers to the person purchasing the Company's services or any party acting on behalf of the Customer, or on the customer's instructions.
"The Parties" refers to the Company and the Customer collectively.
In consideration of the mutual covenants herein, the parties agree to the following, which shall apply during the term of this agreement and/or as long as the Customer continues to receive services from the Company.
1.1 "Services" means web site or online marketing, provision of unique information pages, print marketing, web site design, e-commerce site design, web site administration, and any other service or facility provided by the Company to you.
1.2 Unique Information Pages, or allocated web pages, shall mean the web page (or pages) uniquely allocated to the customer's specific information by the Company for purposes of website or online marketing.
1.3 General information pages shall mean the Company's web pages which are part of the 21stCenturyVillage.com network of sites for purposes of online marketing but not exclusively or specifically allocated to any one customer's specific or individual information.
2. Usage by customers
You represent, undertake and warrant to us that you will use the Web Site allocated to you and/or the relevant web pages allocated to you only for lawful purposes. In particular, you represent, warrant and undertake to us that:
2.1 you will not use the website in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will you authorise or permit any other person to do so.
2.2 you will not post, link to or transmit: (a) any material that is unlawful, threatening, abusive, malicious, defamatory, obscene, pornographic, blasphemous, profane or otherwise objectionable in any way. (b) any material containing a virus or other hostile computer program. (c) any material which constitutes, or encourages the commission of, a criminal offence or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction.
2.3 You will not store or include on the website any of the following: (a) Illegal Material - This includes copyrighted works, commercial audio, video, or music files, and any material in violation of any UK, European or Local regulation. (b) Adult Material - Includes all pornography, erotic images, or otherwise lewd or obscene content. The designation of "adult material" is left entirely to the discretion of 21stCenturyVillage. This also includes any sites which provide "links to" information about such material or advertising for such material. (c) Warez - Includes pirated software, ROMS, emulators, phreaking, hacking, password cracking. IP spoofing, etc., and encrypting of any of the above. Also includes any sites which provide "links to" or "how to" information about such material. (d) .EXE files - no unsolicited executable files can be stored on the servers for security and satiability reason.
2.4 You shall keep secure any identification, password and other confidential information relating to your account and shall notify us immediately of any known or suspected unauthorised use of your account or breach of security, including loss, theft or unauthorised disclosure of your password or other security information.
2.5 You shall observe the procedures that we may from time to time prescribe and shall make no use of the website that is detrimental to our other customers.
2.6 Email hosting. Whether you operate a pop 3 email account or email forwarding via our mail server, you shall procure that all mail is sent in accordance with applicable legislation (including data protection legislation) and in a secure manner. You should take all care regarding the acceptance and opening of emails sent to you and immediately delete any suspect mails and attachments, without opening them.
You are not permitted to send emails through our mail server that constitute a bulk email sending, that is, you are forbidden to send an email to more than 10 email addresses at any one time. Evidence of bulk email sends will constitute a suspension of your email service.
2.7 You will keep the Company informed of any change to the Customer's address and contact details and other such information as may effect the payment of charges due;
2.8 You will procure the agreement and understanding of your own customers where the Services are to be sold to third parties and procure that such customers agree in writing to terms and conditions no less onerous than contained in these conditions;
2.9 Any access to other networks connected to 21stCenturyVillage must comply with the rules appropriate for those other networks.
2.10 While we will use every reasonable endeavour to ensure the integrity and security of the website, we do not guarantee that the website will be free from unauthorised users or hackers and we shall be under no liability for non-receipt or misrouting of email or for any other failure of email administration.
2.11 The Company provides a weekly comprehensive back-up of all sites on the server. However, the Company recommends that hosting clients keep a regular back-up of their websites.
3. Content: Unique information pages
3.1 Whilst all due care will be taken by the Company in publishing content relating to the Customer's business and activities, the Company will not be liable for any inaccuracies or errors as may appear in the published materials.
3.2 Concerning the unique information pages, it is the Customer's responsibility to ensure that the information contained in the Customer's allocated web pages or web site(s) is current, accurate and kept up to date. Furthermore, it is the Customer's responsibility to inform us of these updates/amendments as appropriate.
3.3 It is the customer's responsibility to check the accuracy of the content of his allocated web pages and or web site(s), provided as part of the service by the Company and to contact us if any updates, amendments or corrections need to be made, in writing via email or by post.
4. Content: General information pages
4.1 The Company reserves the right, based on its experience and judgment, to market the customer on its general web pages as appropriate, at no extra charge to the customer. The customer in return accepts that the content of these general pages is provided entirely at the discretion of the company. The customer also recognises the general and non- exclusive nature of these pages.
4.2 The Company reserves the right to make amendments to content or to add content to these general pages without requiring the approval of the customer.
4.3 The Company reserves the right to remove customers from one, more or all of the general information pages entirely at its own discretion.
4.4 Whilst all due care will be taken by the Company in publishing content relating to the Customer's business and activities, the Company will not be liable for any inaccuracies or errors as may appear in these published materials.
5. Contact details
You are responsible for keeping the Company informed of your current contact details at all times.
The company policy in relation to featuring advertisements on its 21st Century Village network of sites, and the form, content, object and frequency of the Company's advertising policy in relation to the 21st Century Village network of sites is entirely at the discretion of the Company.
7. Intellectual property rights
7.1 All content of the 21st Century Village network of sites remains in its entirety the intellectual property of the Company, along with all associated copy rights.
7.2 You shall obtain all necessary consents and clearances to enable you lawfully to make use of all such content and intellectual property rights as required for us to provide you with our relevant services.
7.3 The use by the customer of any intellectual property or content of the Company outside of the services explicitly provided by the Company to the Customer, is strictly prohibited unless prior written consent has been obtained from the Company.
7.4 The Company reserves any and all of its copyright, trade marks, trade names, patents, content and other intellectual property rights created, developed, subsisting or used in or in connection with any deliverables, content, website applications, mobile applications, blog themes, services or other specifications which are the sole property of the Company.
8. Acceptance of application
The Company reserves the right to refuse any application for Services.
9. Third party default
No default by your own customers shall in any way affect, modify or limit your obligations under this Agreement.
10. Service availability
10.1 We shall use our reasonable endeavour to make available to you at all times the website and the Services but we shall not, in any event, be liable for interruptions of Service.
10.2 We shall have the right to suspend the Services at any time and for any reason, generally without notice, but if such suspension lasts or is to last for more than 14 days you will be notified of the reason.
10.3 The Services provided to you hereunder and your account with us cannot be transferred or used by anyone other than you. You may use no more than one login session under any one account at any time. If you have multiple accounts, you are limited to one login session per system account at any time; user programs may be run only during login sessions. If your account is found to have been transferred to another party, or shows other activity in breach of this sub-clause, we shall have the right to cancel the account and terminate the Services and/or this Agreement immediately.
11.1 Charges for the Services, as set out in the Invoice, shall be paid by the Customer to the Company in advance annually or monthly by way of standing order unless otherwise agreed in writing between the Company and the Customer in the Invoice, Order Form or in writing.
11.2 The Company reserves the right to vary from time to time all charges with one month's notice to the Customer and any variation shall take effect on the contract renewal date or the anniversary of the contract commencement date.
11.3 All payments (other than payments made Online) must be paid in the currency specified in your invoice If your payment is made by cheque and this cheque is returned by the bank as unpaid for any reason, you will be liable for a "returned cheque" charge of £30.
11.4 All charges payable by you for the Services shall be in accordance with the scale of charges and rates published from time to time by us in our marketing material and shall be due and payable in advance of our service provision.
11.5 Without prejudice to our other rights and remedies under this Agreement, if any sum payable is not paid on or before the due date, we shall be entitled forthwith to suspend the provision of Services to you.
11.6 We reserve the right to charge an administration fee for late payment and / or for reinstating suspended services in the event that late payment is made following a suspension of services.
11.7 Charges and tariffs are quoted exclusive of Value Added Tax.
12. Force Majeure
Should either party be unable to perform any non-monetary obligations required of it pursuant to the Agreement because of any cause beyond that party's reasonable control, including without limitation, industrial disputes of whatever nature, power loss, telecommunications failures, acts of God, or any other force majeure event, then the non-performing party's obligation to perform shall be suspended for such period as that party is unable to perform, provided that written notice of such force majeure event is given within ten (10) days of the party's first recognition of delays arising from the occurrence of such event.
You shall indemnify us and keep us indemnified and hold us harmless from and against any breach by you of these terms of business and any claim brought against us by a third party resulting from the provision of Services by us to you and your use of the Services and the Server including, without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses), howsoever suffered or incurred by us in consequences of your breach or non-observance of this Agreement.
14.1 Termination by the customer is strictly by way of notice in writing via email or post.
14.2 In the event of termination by the customer, the Company will not issue any refunds.
14.3 On termination, customers paying by way of standing order are entirely responsible for instructing their bank to cancel the standing order.
14.4 If, for any reason payments continue to be made, the Company is not responsible for any refunds.
Without in any way limiting our rights under sub-clause 10.3
14.5 if you fail to pay any sums due to us as they fall due, we may suspend the Services and/or terminate this Agreement forthwith without notice to you.
14.6 if you breach any of these terms and conditions and you fail to correct the breach within fourteen (14) days following written notice from us specifying the breach, we may terminate this Agreement forthwith upon written notice.
14.7 if you are a company and you go into insolvent liquidation or suffer the appointment of an administrator or administrative receiver or enter into a voluntary arrangement with your creditors, we shall be entitled to terminate this Agreement forthwith without notice to you.
14.8 Upon termination of this Agreement or suspension of the Services, we shall be entitled immediately to block your Web Site and/or allocated web pages and to remove all data located on it. We shall be entitled to delete all such data but we may, at our discretion, hold such data for such period as we may decide to allow you to collect it at your expense, subject to payment in full of any amounts withstanding and payable to us. We shall further be entitled to post such notice in respect of the non-availability of your Web Site and/or allocated web pages as we think fit.
14.9 Domain name hosting and transfer request for domain name server records must be in writing with the authorised signature of the domain owner. There is no charge for the transfer, but a small charge may be made for administration. Domain name transfers will not be made until all outstanding amounts have been paid by the Customer until this time domain names remain the property of the Company.
15. Rights on termination
15.1 Termination of the Agreement shall not affect any pre-existing liability of the Customer or affect any right of the Company to recover damages or pursue any other remedy in respect of any breach by the Customer of the Agreement.
15.2 On termination of the Agreement the right to the use of the Internet Protocol Address allocated by the Company shall revert to the Company under the European Internet Registry Reseaux IP Europeans ("RIPE") terms or agreement except where specific agreement has been reached in writing between the RIPE and the Customer for the transfer of the Internet Protocol Address and the fee or other payment required by the Company in connection with such transfer has been paid for by the Customer.
15.3 In the event of termination of the Agreement by the Company on account of any breach of these Conditions by the Customer the Company shall be entitled to the balance of all payments which would but for such termination have accrued due up to the earliest date on which the Agreement could have been terminated by the Customer in accordance with the terms hereof.
16. Release of Information
The Company shall not be required to release any User name, domain name or review Internet Protocol Address and may refuse to do so until the Agreement has been lawfully brought to an end and all sums due hereunder have been received by the Company, and the Customer has complied with all its obligations hereunder. Domain names remain the property of the Company until all sums due have been received.
17. Limitation Of Liability
17.1 All conditions, terms, representations and warranties relating to the Services supplied under this Agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded, subject always to sub-clause 16.2.
17.2 Nothing in these terms and conditions shall exclude our liability for death or personal injury resulting from our wilful negligence.
17.3 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 that are the subject of any such claim.
17.4 In any event no claim shall be brought unless you have notified us of the claim within 3 months of it arising.
17.5 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, even if the same was foreseeable by, or the possibility thereof is or has been brought to the attention of the Company.
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 days following the date of posting.
The Company reserves the right to vary these Conditions as a result of changes required by its insurers, operation or administration problems, new legislation, statutory instruments, Government regulations or licences.
This Agreement shall be governed by and construed in accordance with English law and you hereby submit to the non-exclusive jurisdiction of the English courts.
Headings are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.
22. Entire Agreement
These terms and conditions together with any documents expressly referred to in them, contain the entire Agreement between the parties relating to the subject matter covered and supersede any previous Agreements, arrangements, undertakings or proposals, written or oral: between us in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. In agreeing to these terms and conditions, you have not relied on any representation other than those expressly stated in these terms and conditions and you agree that you shall have no remedy in respect of any misrepresentation that has not been made expressly in this Agreement.