The following terms of business apply to any or all of the design, development, domain name registration, website hosting, email services (together "Services" and individually "Service") to be provided by us to you from time to time. "Server" means the computer server equipment operated by Titan Internet in connection with the provision of the Services. "Website" means the area on the Server allocated by us to you for use by you as a site on the Internet.
Payment for services
All invoices will be sent electronically via email to our clients. Invoices will either be contained in the email as plain text or as PDF attachments. We are able to accept direct bank transfer or by sending a cheque made payable to "PI-Online Ltd" to the address shown on your invoice.
All services payable by you to us shall be due and payable within 30 days of receipt of our invoice therefore.
The provision by us of the Services is contingent upon our having received payment in full from you in respect of the relevant Services. 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 reserve the right, forthwith and at our sole discretion, to suspend the provision of Services to you.
Terms for website design, development and support is 50% of quoted price invoiced on commencement of project and 50% on availability of the website.
Terms for both website and other projects will be stated clearly in any proposals given.
Invoices are deemed to be accepted by a client, as fair and accurate unless notification to the contrary is received in writing within 14-days of invoice date.
All work undertaken for a client (including design rights) belongs to that client when payment (as cleared funds) is received in full.
In the event of late payment, PI-Online Ltd reserves the right to add reasonable interest to the outstanding amount.
In the event of non-payment, PI-Online Ltd reserves the right to engage a professional debt collection agency to act on its behalf. Any additional administrative or agency costs incurred in this action will be added to the original invoice. PI-Online Ltd, at its sole discretion, may also remove a website from its server and/or place a notice on the domain name stating the reason for non-availability of the website. If payment is late for domain name re-registrations or email boxes, then these may not be renewed.
Domain name renewal and registration fees. If we (PI-Online Ltd) register a domain name on behalf of a client, all domain renewal fees shall be payable within 30 days of our invoice date. If any domain name renewal fee is not cleared within this period your domain name will not be renewed and will automatically lapse and after a set period will become available for any third party to register for their own use. The loss of your domain name will result in the complete loss of both your website and email services for your domain name. Please ensure prompt payment to ensure the continued service of your domain name.
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 we 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.
We have an Enterprise Hosting account with Titan Internet and their Terms and Conditions should also be noted.
Titan Internet Limited
West of Scotland Science park
Tel: 0845 625 1000
Titan Internet Ltd is a UK company registered at Companies House, Registration no: 4258039 and with HMRC VAT ID: 751 5372 35.
You warrant to us that you will only use your assigned website for lawful purposes. In particular, you further warrant and undertake to us that:
you will not, nor will you authorise or permit any other party to, use the Server in violation of any law or regulation;
you will not knowingly or recklessly post, link to or transmit:
i) any material that is unlawful, threatening, abusive, harmful, malicious, libelous, defamatory, obscene, pornographic, profane or otherwise objectionable in any way; or
ii) any material containing a virus or other hostile computer program;
iii) you will not post, link to or transmit 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
iv) you will conform to the standards made available by us from time to time and will not yourself, and will ensure that none of your end users, make excessive or wasteful use of the Server to our detriment or that of our other customers.
You are responsible for sending email correspondence 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 misrouting or any other failure of email.
You will keep secure any identification, password and other confidential information relating to your account and you will notify us 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.
Whilst we shall use reasonable endeavours to ensure the integrity and security of the Server, we do not guarantee that the Server will be free from unauthorised users or hackers.
Domain name registration
We do 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.
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 us 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 us shall be non-refundable in any event.
We accept 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 we will take no part in any such dispute. We reserve the right, on our becoming aware of such a dispute, at our 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.
Hosting and Services agreements
Hosting and Services agreements by PI-Online Ltd are annual (12 month) agreements running from January to December. Hosting and Services agreement fees are invoiced on the 30th of each month and payable within 30 days of receipt of our invoice. PI-Online Ltd will agree an amount of time allocated each month to each client for Hosting and Services, if updates requested exceed the allocated time allowance PI-Online Ltd will provide a proposal of additional costs to be agreed by the client. Minor changes and updates can be requested Monday-Friday, 09.00-17.00 and we will endeavour to complete these within 2 working days or sooner. Larger changes will be estimated and timescales advised. Changes identified as urgent will normally be done immediately on request during normal working hours. Website Support hours can be banked up and used in bulk for major website updates. There is no annual roll-over for any Website Support hours unused by the end of December, PI-Online Ltd may at their discretion carry through up to one quarters worth of unused time into the following year.
Website updates (including text changes and image uploads) made to your website on your behalf as part of your Services agreement by PI-Online Ltd will be sent to you to check and approve once live. It is the clients responsibility to ensure that these changes are correct. If in the event that a mistake has been made please email firstname.lastname@example.org with clear instruction of what is to be corrected and we will rectify the error as soon as reasonably possible. PI-Online Ltd endeavour to ensure that all changes are accurate however it is the clients responsibility to check all changes. 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.
We may terminate this agreement forthwith if you fail to pay any sums due to us as they fall due.
We may terminate this agreement upon written notice if you breach any of these Terms and Conditions, or if the use of your website compromises the integrity of our servers, or if you are a company you go into insolvent liquidation, or if you are a person you are declared bankrupt.
On termination of the agreement we shall be entitled immediately to block your website and to remove all data located on it. We will hold such data for a period of 14 days and allow you to collect it at your expense, failing which we shall be entitled to delete all such data. We shall further be entitled to post such notice in respect of the non-availability of your website as we think fit.
Clients may request the transfer of websites, domain names, email addresses or other work to an alternative supplier by providing 60-days notice in writing. In this event, the site will be transferred on a mutually agreed date within the 60-day period, provided all outstanding payments have been made in full. A copy of the website will be made at date of transfer and archived. A copy of the website (and any related data), normally on CD/DVD will also be provided on request, at cost.
Your access to and use of PI-Online Ltd ("the website") is subject exclusively to these Terms and Conditions. You will not use the Website for any purpose that is unlawful or prohibited by these Terms and Conditions. By using the website you are fully accepting the terms, conditions and disclaimers contained in this notice. If you do not accept these Terms and Conditions you must immediately stop using the website.
The contents of the website do not constitute advice and should not be relied upon in making or refraining from making, any decision.
Changes to website
PI-Online Ltd reserves the right to:
change or remove (temporarily or permanently) the website or any part of it without notice and you confirm that PI-Online Ltd shall not be liable to you for any such change or removal
change these Terms and Conditions at any time, and your continued use of the website following any changes shall be deemed to be your acceptance of such change
Links to third party websites
The website may include links to third party websites that are controlled and maintained by others. Any link to other websites is not an endorsement of such websites and you acknowledge and agree that we are not responsible for the content or availability of any such websites.
All copyright, trade marks and all other intellectual property rights in the website and its content (including without limitation the website design, text, graphics and all software and source codes connected with the website) are owned by or licensed to PI-Online Ltd or otherwise used by PI-Online Ltd as permitted by law.
In accessing the website you agree that you will access the content solely for your personal, non-commercial use. None of the content may be downloaded, copied, reproduced, transmitted, stored, sold or distributed without the prior written consent of the copyright holder. This excludes the downloading, copying and/or printing of pages of the website for personal, non-commercial home use only.
Disclaimer and limitation of liabilty
The website is provided on an "AS IS" and "AS AVAILABLE" basis without any representation or endorsement made and without warranty of any kind whether express or implied, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.
To the extent permitted by law, PI-Online Ltd will not be liable for any indirect or consequential loss or damage whatever (including without limitation loss of business, opportunity, data, profits) arising out of or in connection with the use of the website.
PI-Online Ltd makes no warranty that the functionality of the website will be uninterrupted or error free, that defects will be corrected or that the website or the server that makes it available are free of viruses or anything else which may be harmful or destructive.
Nothing in these Terms and Conditions shall be construed so as to exclude or limit the liability of PI-Online Ltd for death or personal injury as a result of the negligence of PI-Online Ltd or that of its employees or agents.
Information on the website is for guidance only and is not intended to form any part of a contract and can be subject to change without notice.
You agree to indemnify and hold PI-Online Ltd and its employees and agents harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against PI-Online Ltd arising out of any breach by you of these Terms and Conditions or other liabilities arising out of your use of this website.
If any of these Terms and Conditions should be determined to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction then such Term or Condition shall be severed and the remaining Terms and Conditions shall survive and remain in full force and effect and continue to be binding and enforceable.
These Terms and Conditions shall be governed by and construed in accordance with the law of England and you hereby submit to the exclusive jurisdiction of the English courts.
We shall use reasonable endeavours to provide continuing availability of the Server and the Services but we shall not, in any event, be liable for Service interruptions or down time of the Server. Please visit Titan Internet for service updates: http://www.titaninternet.co.uk
Intellectual property rights and other consents
You are solely responsible for obtaining any and all necessary intellectual property rights clearances and/or other consents and authorisation's in respect of the Services, including without limitation, clearance and/or consents in respect of your proposed domain name and merchant services agreements between you and the relevant banks in respect of your operation of an Online Store.
You agree to indemnify and keep indemnified and hold us on demand harmless from and against any claim brought against us by a third party resulting from the provision of Services by us to you and your use of the Server, 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 us in consequence of your breach or non-observance of these terms of business.
Limitation of liabilty
We hereby exclude all conditions, terms, representations (other than fraudulent 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.
Nothing in these Terms and Conditions shall exclude our liability for death or personal injury resulting from our negligence.
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.
Any notice to be given by either party to the other may be sent by either email or postal 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 postal delivery shall be deemed to be served two days following the date of posting.
These terms and conditions shall be governed by and construed in accordance with English law and you hereby submit to the non-exclusive jurisdiction of the English Courts.
These Terms and Conditions together with any document expressly referred to in them, contain the entire agreement between us 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.
You confirm that, in agreeing to these Terms and Conditions, you have not relied on any representation save insofar as the same has expressly in these terms and conditions 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.
© PI-Online Ltd