Terms & Conditions of Business
All work carried out on web sites on behalf of our clients is subject to our standard Terms and Conditions of business which are set out below.
IMPORTANT – PLEASE READ : This agreement sets out the terms upon which Exelwebs.com is prepared to provide services to you, the Client.
- “the Company” means Exelwebs.com
- "the Client” means any private individual, sole trader, partnership, limited company, public limited company or incorporation.
- “fees” means the charge for the provision of services as set out in the proposal (if any) or any such charge as is otherwise agreed from time to time between the parties.
- “intellectual property” means all copyrights, moral and related rights, database rights, rights to domain names, and any other similar intellectual property rights (whether registered or not) and applications for such rights as may exist anywhere in the world whether in relation to the design of the site, its construction, any logos, banners, graphics, images or artwork or any software or source codes originated by the Company.
- “materials” means all software, manuals and any other such documentation (where the content allows) developed or supplied in relation to the agreement in each and every case in machine and/or human form.
- “proposal” means any document(s) provided by the Company (if any) setting out the proposal for the services to be provided by the Company to the Client.
- “services” means the concept, design, build; delivery and publishing of the site in accordance with the specifications set out in the proposal (if any) or as otherwise agreed by the parties from time to time.
- “timetable” means the timetable site out in the proposal (if any) or as otherwise agreed from time to time between the parties.
- Any words denoting the masculine gender include the female and neuter and vice versa. Words denoting the singular include the plural and vice versa.
- The headings in this Agreement are for information and ease of use and shall not affect any interpretation.
- The Company will deliver Services and Materials and will also provide the Client any other such services agreed in writing from time to time between the parties and use its best efforts to ensure that these are delivered and provided in accordance with the Timetable.
- The Client shall pay the Company the Fees.
- Any and all sums due shall be paid within 30 days of the invoice date (on condition that, where applicable, a valid invoice has been delivered).
- Within 7 days of the acceptance of the Proposal (if any) by the Client, the Client shall pay the Company a non-refundable deposit of 50% of the total estimated cost of the completed web site. Where in the case that the final cost(s) have not been estimated, the Client shall pay the Company, £250.00 or any other sum(s) agreed between the parties from time to time.
- The Company will not undertake any work on the Services until it has received the deposit required under the above clause.
- The Company reserves the right to increase the Fees if changes to the Service(s) are required by the Client which departs from the original Proposal or in the case of any instruction by the Client given to the Company.
- If the Client cancels this agreement at any time before completion of the Services, the Client shall pay any fees that would have been charged to the Client to that date, and, any payments that the Company has made on behalf of the Client, or is contracted to make, and/or any liabilities incurred to any third parties in relation to the Site or Client.
- The Company reserves the right to charge interest on all overdue accounts, from the date on which payment is due from day to day until the date of payment at a rate of 2% above the LloydsTSB plc base rate from time to time in force and shall accrue at such a rate after as well as before any court judgment.
- The Company will use its best efforts to produce designs and software that substantially meet the Clients instructions. If the Client rejects the designs produced according to the Clients instructions, for aesthetic reasons, or if the Client changes their original instructions in light of the designs produced, the Company reserves the right to charge an extra fee or fees for changing or amending the design(s).
- The Company and the Client, any employees of either party, that may at any time be employed, or sub-contracted, by the Company or Client, agrees to use its best endeavors to keep all information about the others business at all times strictly confidential, not to use or copy confidential information except as agreed by both parties in writing, with any third party, and in that case, to ensure that all parties that it discloses information to, are bound by terms of confidentiality at least similar to this.
- Clause 4 shall not apply to either party in relation to information about the others business (other than by breach of any duty of confidence) that has become public knowledge, is obtained from any third party or was previously known to that party before the Agreement, or is required to be disclosed by any legal obligation or order of any court of competent jurisdiction.
- Intellectual Property Rights
- The Client will have sole title and ownership of all intellectual property rights held previously by the Client and intellectual property rights made or developed by them. The Company shall have sole title and ownership of all intellectual property rights made or developed by the Company in the provision of the Services or contained in the Materials, save in the case of any stock materials held by the Company which may at any time be used by the Company in producing a web site for another Client or Clients, of which the Client will have due notice.
- The Company, on payment of all due fees, will grant to the Client, a non-exclusive royalty free licence to the use the intellectual property in connection to the site. This licence will be exclusive to the Client and may not, without written permission of the Company, be assigned or transferred to any third party, including any group, parent, and sister company or associate of the Client.
- The Client hereby irrevocably and unconditionally indemnifies and shall hold fully indemnified the Company from and against any and all actions, proceedings, losses, damages, liabilities, obligations, costs, claims, charges and expenses suffered by the Company of whatsoever nature arising out of or in connection with the Company's use of any materials supplied to it by the Client in the course of its performance of its obligations relating to the design of the Site (including but not limited to any related copyrights, trade secrets, trade names, patents, intellectual property rights or obscenity laws in any country of jurisdiction in which the content of the site can be reviewed or retrieved).
- The Company hereby grants to the Client an irrevocable licence to use images or extracts of the site for the Company’s marketing or promotional purposes and on its own web site together with a link to the Clients own web site, save in exception to clause (i) above.
- It shall be a condition to this Agreement, and which has been considered in assessing the level of fees due to the Company by the Client, that the Company will be credited on the Clients web site as the creator of the site.
- In the case of a Web Development and Hosting package,The Company will retain the Intellectual Property Rights to the website until the expiration of the initial contract.
- Either party to this Agreement may terminate their obligations under the Agreement if the other is in breach of a material term or condition and fails to remedy a remediable breach within 30 days of receipt of a written notice to do so, which specifies the nature of the breach.
- Either party may terminate this Agreement in the event that the other convenes a meeting of its creditors (or if a proposal is made for any composition, scheme or arrangement for the benefit of creditors); becomes unable to pay its debts as and when they fall due determined; commits an act of bankruptcy or if a trustee, receiver or administrative receiver is appointed in respect of all or part of its business or assets; or has a petition presented against it for the purpose of considering a resolution or other steps are taken for the winding up of the other party (other than for the purposes of solvent amalgamation or reconstruction).
- The rights and obligations of the Company and the Customer contained in clauses 4 and 5 shall survive any termination of this Agreement. Termination of this Agreement shall be without prejudice to any rights which have accrued to either party prior to termination.
- Limitation of Liability
- Notwithstanding any other provision of this agreement, neither party hereby seeks to limit or exclude any liability which cannot by law be excluded or limited, including without limitation for (i) death or personal injury resulting from negligence, or (ii) fraudulent misrepresentation.
- Subject to Sections 7.1 above and 7.3 below, EACH PARTY'S ENTIRE LIABILITY RESULTING FROM ITS FAILURE TO PERFORM ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT SHALL BE LIMITED AS follows:
- for physical damage to tangible property resulting from negligence, the sum of £100000.00 pounds in aggregate for all events giving rise to such liability;
- for all loss not within (a) above, 110% of the total fees made or due to the Company under this Agreement in relation to the twelve month period immediately preceding the most recent event giving rise to such liability (or, if greater, £10000.00).
- Subject always to Section (i) above, IN NO EVENT SHALL EITHER PARTY BE LIABLE, REGARDLESS OF THE FORM OF CLAIM OR ACTION, FOR (i) LOST PROFITS, BUSINESS, OPPORTUNITIES, OR REVENUES OF ANY KIND, (ii) LOST SAVINGS; (iii) LOST SOFTWARE OR DATA; (iv) LOSS OF USE OF HARDWARE, SOFTWARE, SYSTEMS OR DATA; OR (v) ANY INDIRECT OR CONSEQUENTIAL LOSS; HOWSOEVER CAUSED AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Force Majeure
- Though every effort will be made to carry out the contract the Company shall be under no liability if it shall be unable to carry out any provision of the Agreement for any reason beyond its control including (without limiting the foregoing) Act of God, war, strike, lockout or any other labour dispute, fire, flood, drought, failure of power supply, legislation, failure of third parties to supply software, design work or other materials or facilities or other cause beyond the control of the Company. During the continuance of such a contingency the Customer may by written notice to the Company elect to terminate the Agreement and pay for Services rendered and Materials used, but subject thereto shall otherwise accept delivery when available.
- If any provision of the Agreement is held invalid, illegal or unenforceable for any reason, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had been executed with the invalid provision eliminated. In the event of there being any invalidity so fundamental as to prevent the accomplishment of the purpose of this Agreement, the parties shall immediately commence good faith negotiation to remedy such invalidity.
- The registration or obtaining of any domain name for the Client shall be subject always to the relevant terms and conditions of the relevant registrar and shall be subject to any third party claims there may be in respect of trademark, copyright, and/or passing off and the Client acknowledges and warrants that it has made all investigations and considered any competing claim there may be to or in respect of the name by third parties whether in the UK or elsewhere.
- The Client undertakes that it will not during the term of this agreement and for 12 months after completion of the Services or earlier termination of this agreement in accordance with clause 6 hereof (whichever is the later) either alone or in conjunction with or on behalf of any other person, directly or indirectly seek to entice away, solicit or engage any person who was during the term of this agreement an employee or consultant of the Company or was otherwise engaged by the Company and was involved in any way in the provision of the Services. Whilst both the Client and the Company agree that this restriction is reasonable in all the circumstances it is agreed that if a court of competent jurisdiction considers that the restriction is invalid but would have been valid if either the period or its scope were reduced then the restriction will continue to apply with such limitation or limitations necessary to enable its validity.
- The failure by either party to enforce at any time or for any period any one or more of the terms and conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.
- This Agreement is subject to English law and to the exclusive jurisdiction of the English courts.
- Special conditions
- Any domain name acquired for free with any of out promotions or payment options remains the property of the Company until the initial registration period expired.
- An invoice will be generated and sent to you for the renewal of the domain where after the domain will be transferred to you.
- The responsibility remains with you to ensure the domain is renewed and all outstanding payments are done.
- The Company can not be held liable if your domain name expires and becomes unavailable for renewal or re-registration.
- Any errors in the site due to work carried out under this agreement will be corrected immediately during 30 days after the site is published.
- After the 30 day warranty period the Client may expect to receive basic technical support by phone or email. If the level of support required is high the Company reserves the right to charge for it.
- The Company reserves the right to sub-contract hosting services and may change this sub-contractor without giving notice. The Company does not guarantee continuous service and will accept no liability for loss of service, whatever the cause. The Company may change the type of hosting account used for clients whose site uses an unusually high level of bandwidth. If additional fees become payable, the Company will give the client 30 days notice. The Company will not guarantee to sub-contract any site that causes detriment to the operation of any other sites or systems.
- The Client agrees that he or she has the necessary knowledge to create Customer's Webspace and email accounts. The Client agrees that it is not the responsibility of the Company to provide this knowledge or Client support outside of the defined service of Exelwebs hosting
Exelwebs.com Hosting Agreement
The use of services from Exelwebs.com, hereafter referred to as "the Company" constitutes agreement to these terms.
- Account Setup / Email on file
We will setup your account after we have received payment and we and/or our payment partner(s) have screened the order(s) incase of fraud. It is your responsibility to provide us with an email address which is not @ the domain(s) you are signing up under. If there is ever an abuse issue or we need to contact you, the primary email address on file will be used for this purpose. It is your responsibility to ensure the email address on file is current or up to date at all times. Providing false contact information of any kind may result in the termination of your account. In dedicated server purchases or high risk transactions, it will be necessary to provide government issued identification and possibly a scan of the credit card used for the purchase. If you fail to meet these requirements, the order may be considered fraudulent in nature and be denied.
All services provided by the Company may only be used for lawful purposes. The laws of the European Union and United Kingdom will apply.
- Copyright and Trademarks
- Use of our services to infringe upon any copyright or trademark is prohibited. This includes but is not limited to unauthorised copying of music, books, photographs, or any other copyrighted work. The offer of sale of any counterfeit merchandise of a trademark holder will result in the immediate termination of your account. If you believe that your copyright or trademark is being infringed upon, please email email@example.com with the information required.
- Copyright infringement claim
To file a copyright infringement claim, please email firstname.lastname@example.org after following the steps below in an email:
- Identify in sufficient detail the copyrighted work that you are submitting a claim upon. You can include the original URL, the ISBN and title, or proof of the work (screen shots, titles, names)
- Identify the material that you claim is infringing upon the rights of the IP OWNER
- Include examples whenever possible of both works, whether this be a print out attached in PDF, or a screen shot
- Provide all necessary contact information for the IP OWNER [or both, you and the IP OWNER, if you are an agent of the IP OWNER]
- Include a formal declaration and electronic or physical signature.
I hereby state that [IP OWNER] is the owner of the exclusive rights referenced above and that I am authorised to act on its behalf. On behalf of [IP OWNER], I hereby state that I have a good faith belief that use of the content in the manner complained of is not authorised by [domain name], its agents, or the law.
I, [NAME], hereby digitally sign this e-mail message under penalty of perjury under the laws of the United Kingdom with the additional statement under penalty of perjury that the information in the notice is accurate.
- If the request is of a licencing issue, we may require further documentation.
- Unacceptable Material
- Examples of unacceptable material include:
IRC Bots, Proxy Scripts / Anonymizers, Pirated Software / Warez, ".img" / image hosting only sites that do not host an actual domain name, Escrow, High-Yield Interest Programs(HYIP) or related sites, Investment sites (FOREX, egold exchange), AutoSurf sites, Bank Debentures, Bank Debenture Trading Programs, Prime Banks Programs, lottery sites, muds / rpg's, hate sites, hacker focused sites/archives/programs, or sites promoting illegal activities
- We reserve the right to refuse service to anyone. Any material that, in our judgment, is obscene or threatening is prohibited and will be removed from our servers with or without notice.
- Failure to respond to email from our abuse department within 48 hours may result in the suspension or termination of your services. All abuse issues must be dealt with via trouble ticket/email and will have a response within 48 hours.
- If in doubt regarding the acceptability of your site or service, please contact us at email@example.com and we will be happy to assist you.
- Potential harm to minors is strictly forbidden, including but not limited to child pornography or content perceived to be child pornography (Lolita):
- Any site found to host child pornography or linking to child pornography will be suspended immediately without notice.
- Violations will be reported to the appropriate law enforcement agency.
- It is your responsibility to ensure that scripts/programs installed under your account are secure and permissions of directories are set properly, regardless of installation method. When at all possible, set permissions on most directories to 755 or as restrictive as possible. Users are ultimately responsible for all actions taken under their account. This includes the compromise of credentials such as username and password. It is required that you use a secure password. If a weak password is used, your account may be suspended until you agree to use a more secure password. Audits may be done to prevent weak passwords from being used. If an audit is performed, and your password is found to be weak, we will notify you and allow time for you to change/update your password.
- E-Mail Policy
We take a zero tolerance stance against sending of unsolicited e-mail, bulk emailing, and spam. "Safe lists" and "double opt-in" will be treated as spam. Any user who sends out spam will have their account terminated with or without notice.
- There is a 500 hourly email limit per domain this limit is also applied towards mailman. If you send over this amount in any hour most of the e-mails will bounce back with a undeliverable error. You are welcome to contact us if you need this limit relaxed for your account. The company retain the right to adjust this limit at it’s own discretion.
- Many of our servers have a 60 pop checks per hour limit per domain. If you go over this you're likely to get a wrong password error message saying login incorrect. Just wait an hour and it will automatically unlock you. to prevent this from happening again make sure to set your auto checking to something reasonable such as 10 minutes.
- Any mailing list larger than 5,000 will require a VPS or dedicated hosting solution from us. Note: dividing one large list into smaller lists to get below this limit is not allowed.
- Mailing Lists Rules
- Anytime you're sending a message no matter how large your e-mail list is you must throttle it. We recommend you throttle it to at the very least sending 1 email every 6 seconds. If the mailing list software you're using does not allow you to throttle you must switch to something else. We recommend phplist which can be found in your control panel under fantastico. If you do not throttle and you try sending let's say 500 emails the server will try sending all 500 in 1 second which is not possible. This will cause the server load to go very high and for the entire server to be sluggish until this process is completed. It is our job to keep the server up and running without being sluggish. Anyone who causes the servers load to go high will be suspended and the process will be terminated. If you choose not to throttle you will most likely be suspended for crashing the server.
- Any mailing list over 900 emails is only allowed to be sent to during off-peak times to prevent high server loads. Off peak times qualify as all day Saturday and Sunday, and 1am - 8 am GMT.
- You are not allowed to mail to a mailing list you were given or purchased. This is spamming because the recipient never agreed to you personally sending them mail. We do not care how you justify it. This is spam and will result in termination of the offending account.
- Any unsolicited e-mail being sent will result in termination of the offending account. We take a zero tolerance stance against sending of unsolicited e-mail.
- Any mailing list MUST comply with all guidelines set forth by the United Kingdom and European Union.
- No Direct SMTP mailers are allowed. An example of this is DarkMailer. Any mail should be relayed through the local MTA (localhost:25) for further delivery by the server and not done directly by scripts.
- Sites advertised via SPAM (Spamvertised) may not be hosted on our servers. This provision includes, but is not limited to SPAM sent via fax, email, instant messaging, or usenet/newsgroups. No organization or entity listed in the ROKSO may be hosted on our servers. Any account which results in our IP space being blacklisted will be immediately suspended and/or terminated.
- the Company reserves the right to require changes or disable as necessary any web site, account, database, or other component that does not comply with its established policies, or to make any such modifications in an emergency at its sole discretion.
- the Company reserves the right to charge the holder of the account used to send any unsolicited e-mail a clean up fee. This cost of the clean up fee is entirely at the discretion of the Company.
- Payment Information
- You agree to supply appropriate payment for the services received from the Company, in advance of the time period during which such services are provided. You agree that until and unless you notify the Company of your desire to cancel any or all services received, those services will be billed on a recurring basis. Cancellations must be done in writing via the cancellation form provided. Invoices that have been paid more than once with multiple Paypal Subscriptions can only be added as credit towards the account and cannot be refunded via Paypal. If you require assistance with this provision, please contact firstname.lastname@example.org
- the Company reserves the right to change the monthly payment amount and any other charges at anytime.
- The amount billed every cycle will be in Pounds Sterling.
- Backups and Data Loss
Your use of the service is at your sole risk. the Company is not responsible for files and/or data residing on your account. You agree to take full responsibility for files and data transferred and to maintain all appropriate backup of files and data stored on the Company servers.
- Cancellations and Refunds
- the Company reserves the right to cancel the account at any time with or without notice.
- Any abuse of our staff in any medium or format will result in the suspension or termination of your services.
- Customers may cancel at any time via a cancellation form. the Company gives you an unconditional 30 day money back guarantee on managed shared hosting. There are no refunds on Virtual Private and dedicated servers, administrative fees, instal fees for custom software, or domain name purchases. Refund requests after 30 days will be refunded on a prorated basis of any unused time.
- Only first-time accounts are eligible for a refund. For example, if you've had an account with us before, cancelled and signed up again, you will not be eligible for a refund or if you have opened a second account with us.
- Violations of the Terms of Service will waive the refund policy.
- Resource Usage
- User may not:
- Use 25% or more of system resources for longer then 90 seconds. There are numerous activities that could cause such problems; these include: CGI scripts, FTP, PHP, HTTP, etc.
- Run any type of interactive real-time chat applications that require server resources. Remotely-hosted services are fully allowed.
- Run stand-alone, unattended server-side processes at any point in time on the server. This includes any and all daemons, such as IRCD.
- Run any software that interfaces with an IRC (Internet Relay Chat) network.
- Run any bit torrent application, tracker, or client.
- Participate in any file-sharing/peer-to-peer activities
- Run any gaming servers such as counter-strike, half-life, battlefield1492, etc
- Run cron entries with intervals of less than 15 minutes
- When using PHP include functions for including a local file, include the local file rather than the URL. Instead of include("http://yourdomain.com/include.php") use include("include.php")
- INODES The use of more then 50,000 INODES will result in account suspension. Accounts found exceeding 50,000 INODES will not be backed up on our backup servers. A INODE is the actual file or directory and not the size of that file or directory. For example your index.html file is 1 INODE. A directory called homework is counted as 1 INODE as well.
- Bandwidth Usage
You are allocated a monthly bandwidth allowance. This allowance varies depending on the hosting package you purchase. Should your account pass the allocated amount we reserve the right to suspend the account until the start of the next allocation, suspend the account until more bandwidth is purchased at an additional fee, suspend the account until you upgrade to a higher level of package, terminate the account and/or charge you an additional fee for the overages. Unused transfer in one month cannot be carried over to the next month.
- Uptime Guarantee
If your shared server has a physical downtime that is not within the 99.9% uptime you may receive one month of credit on your account. Approval of the credit is at the discretion of the Company dependant upon justification provided. Third party monitoring service reports may not be used for justification due to a variety of factors including the monitor's network capacity/transit availability. The uptime of the server is defined as the reported uptime from the operating system of the server which may differ from the uptime reported by individual services. To request a credit, please contact email@example.com with justification. All requests must be made in writing via email. Uptime guarantees only apply to shared solutions. Dedicated servers are covered by a network guarantee in which the credit is prorated for the amount of time the server is down which is not related to our uptime guarantee. (See our article on "Uptime")
- Client Responsibility and Support
- The Company sells a hosting service to the client and the client takes responsibility for the general maintenance of the hosting account including the associated email accounts created and maintained by the client.
- Only support requests initiated via the companies client portal will be responded to. The Company might at it's own discretion take or refuse to take action on a direct email support request from a client. This is to ensure that no support requests will be acted upon coming from unauthorised persons as there is no sure way of verifying the email request comes from the actual client.
- Directing all support requests via the client portal will leave a record of issues that will assist the Company and the Client in identifying recurring issues and improve the quality of service.
- Although the Company make automated backups of your complete account everyday we do suggest that you use the backup facility in your cPanel to make a backup of your data
- A fee will be payable for every instance that you need information restored to your web site, database or email accounts
Submit a support ticket with complete information on what folder needs to be restored
- the Company can not guarantee that the latest information will be restored. Restored data might be up to 24 hours old
Shared accounts may not resell web hosting to other people, if you wish to resell hosting you must use a VPS account.
- Price Change
The amount you pay for hosting will never increase from the date of purchase. We reserve the right to change prices listed on the Company, and the right to increase the amount of resources given to plans at any time.
- Automated Billing and Hosting Management System
- New Accounts
- New accounts will only be approved when the payment is received and cleared by the bank.
- A 5 day grace period is allowed after initial registration for your payment to be received.
- If you need to mail your payment and you expect it to arrive later than the 5 day grace period you are expected to contact exelwebs and notify us of this.
- Hosting set-up and domain registration will only be done after your payment has been received and confirmed. Payment by cheque, postal order and money-grams will only be deemed as paid after the funds are cleared by the issuing institute.
- The Company does not take any responsibility for domain names not being available by the time payments are received and funds cleared.
- Existing accounts
- Invoices will be generated 1 day before renewal becomes due - Hosting and e-mail accounts
- Overdue invoices will get reminders 1,3,5 days - Hosting and web development invoices
- 10% fee will be added on all overdue invoices after the 5 day grace period - Hosting and web development invoices
- When the invoice is 5 days overdue, the hosting account will be suspended without notice and a fee of £10.00 will be charged for re-activation
- Re-activation will only occur after your payment has been received and cleared.
- You will have an additional 10 days to pay your overdue account. Failure to do so will result in your account will being terminated and deleted from the server.
- If you have a valid reason for not being able to fulfil your commitments, you need to submit the reasons in writing with a schedule of how you plan to pay the outstanding fees.
- All applications will be considered on a merit basis with no guarantees that your account will not be suspended
- In the event of not keeping to your repayment schedule your account will be terminated and outstanding fees will be recovered via normal means as applicable in your country of residence.
- Once you account is suspended you will not be able to retrieve any stored information from your hosting account unless you make a full payment for at least 1 month.
- This payment includes the 10% late payment fee as well as the £10.00 re-activation fee.
- After termination you will not be able to retrieve any information as your account is removed from our servers and the backups destroyed.
- Domain Renewals
- It is not the responsibility of Exelwebs to ensure your domain is renewed
- Renewal invoices will be generated 30 before domain expires
- Reminders will be send 30, 15, 7 and 1 day before domain expires
- If no payment is received on the day of expiration you domain will become available for anyone to register. There is no grace period.
- Unfortunately Exelwebs can not do anything on your behalf if you fail to renew your domain and it is registered by someone else.
- There are no grace periods for refunds on new registrations or renewals, and we do not delete unwanted domain names. Once you clicked "Submit Order" this is your indication that you have authorise the charge and agree to purchase the items in your shopping cart.
This includes fraudulent registrations, misspellings, or simply changing one's mind. Please verify spelling and number of years on new registrations and renewals once in the cart and again on the next page prior to purchase.
- Any information supplied to The Company during the course of commercial transactions will solely be used for the purpose of designing a web site and necessary administration, and will not be knowingly disclosed to third parties other than with your express permission.
- The Company will ensure that all possible steps are taken to avoid disclosure of information to third parties.
- The Company will disclose information held where it has grounds to believe that such disclosure is required as a legal requirement.
- It is not the policy of The Company to send unsolicited commercial e-mails.
- This web site does not allow visitors to communicate with other web site users, or to share or post information which is accessible by others.
XMS Systems Content Management System
In the event that the Client opted to use XMS Systems for their website the following terms and conditions will apply to both The Company and the Client. This do not in any way cancels any of the above terms and conditions but serves as an extension to protect both parties.
XMS Systems, the Software, is licenced, not sold. This agreement only gives you some rights to use the software. The Company reserves all other rights. You may use the software only as expressly permitted in this agreement. In doing so you must comply with any technical limitations in the software that only allows you to use it in certain ways.
The Licence give you the right to use it on 1 (one) hosting account. The Company does not guarantee the operation of the software if it is installed on any other server / hosting account other than those provided by the Company.
A licence number will be issued that will be locked in to the IP address and domain name of the website where it will be used. The software will verify this licence number, IP address and Domain Name combination from time to time by accessing a remote database.
The licence will be automatically re-issued on a month-to-month basis as long as the monthly invoices are paid.
- You may not
- work around any technical limitations in the software
- reverse engineer, decompile or disassemble the software
- publish the software for others to copy
- rent, lease or lend the software or
- instal the software on any other hosting account or hosting services
- Free Domain
- If the client qualified for a free domain (quarterly payments), the company will retain ownership of the domain until after the minimum contract period expired. The domain will then be transferred to the rightful owner, the client. Upon transfer it becomes the responsibility of the client to ensure the domain is renewed and paid for as and when required.
- Minimum contract for a free domain is 12 months uninterrupted payments on a quarterly basis. These payments must reach the company on or before the due date as stipulated on the invoice.
- In the event that the client cancels the account or fails to make a payment on time the company retains the ownership of the domain and my use, sell or allow the domain to become expired. In such an event the company can not be held liable for loss of income or any other loss as a result of the domain name not being available.
- The Company retains the right to decide if it will give any credit or discount if the client does not want a new domain at the time of purchasing the software licence. If any discount is given it will be to the value of the cheapest domain tld at the time.
- The following domain tld's are included in this offer.
.com, .co.uk, .net, .biz and .info
The company retains the right to amend this list at any time.
- The Company does not guarantee that XMS Systems will be suitable in all circumstances. Nor does the Company guarantee the software is entirely bug free.
- After initial consultation and demonstration the client will usually be invited to test the Software by registering an account at a given URL that will be supplied to the client.
- Alternatively a copy of the software might be installed for the client to access and further test the suitability of the software.The URL for this will be supplied to the client.
The Client may use the test installation to
- test the suitability of the software
- register additional accounts for staff member within the organisation to test the software
- use this installation to populate the new website until such time as the website is ready for publication or replacing the clients current website
- It is the Clients responsibility to evaluate the software for suitability before a copy is installed on the hosting account or the domain Name Servers are updated for an existing domain. The Company does not take responsibility for lost information if the software needs to replace an existing website.
- The Development team attempts to ensure all pages work and look as intended on all available Internet browsers. How ever with the vast list of available browsers it is not always possible to achieve this. It is recommended that the administrators uses the latest stable release of Google Chrome as the browser of choice when working in the Administration section.
- Quality Control
- In our quest to make the software user friendly and totally bug free we have build in some functionality to report all errors generated and displayed by the website via email. That includes mistakes made by users that generates an error. No personal information is included in this report other than what page the user was on when the error was generated and a summary of the error generated.
- Initially with a new installation we will monitor all log-in's and emails sent from the website to ensure everything works as intended.
- This will be reduced to email reports being sent to the company only when someone with administration access logs on to the website. This is purely to assist you with security management and to ensure integrity of the security is maintained.
- Minor customisation can be made to the software on request. This will usually be suggested by the Company during or after the initial consultation or shortly thereafter.
- The Company retains the right to refuse any customisation that it thinks will jeopardise the security or functionality of the software. To maintain integrity and functionality of the software it might not be possible to customise certain pages or sections of the software.
- This customisation is usually covered by the initial payment for your XMS Systems Licence
- The Company retains the Intellectual Property Rights to any customisation and may include this in future upgrades to the software that will be distributed to all installations of the Software.
- Custom Development
- Custom development can be undertaken by the development team and is payable at £40.00 GBP per hour. At the discretion of the developers of the software this fee might be waived if the custom developed module can be used by other users of the software and or will enhance the functionality of the software.
- The Company retains the Intellectual Property Rights to any custom development that integrates with the software and may include this in future upgrades to the software that will be distributed to all installations of the Software.
- Using this approach the Software will always have new features and functionality. The Company retains the right to charge existing users for new modules that becomes available. Development and testing takes time and resources.
- Provision of content / information
- In the event where the Company requires information or content that needs to be supplied by the Client to complete a phase or move on to the next phase the client undertakes to supply said content or information as soon as possible and in the event of any delay in supplying this content or information will not withheld any payment or fees payable to the Company.
- The Client takes full responsibility for the supplied content and the Company will not be held responsible by any party if the supplied content is copyrighted by any other party. The Company assumes that the Client is the holder of any copyright that exist or may exist in the future on any supplied content.
- Content may include but is not limited to the following; email lists, text, photos, images, member lists, Invention description(s), technical and business information relating to proprietary ideas and inventions, ideas, patentable ideas, trade secrets, drawings and/or illustrations, patent searches, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models.
- Further Development
The development team are continuously seeking new ideas to incorporate into future releases of the software. Any ideas or suggestions made by the client and or software users might be included in future development on the discretion of the developers. No company / user of the Software will have any claim to Intellectual Property Right on any ideas or suggestion that is / might be incorporated into the Software.
- Periodically the software will connect to a central database to check for new upgrades and patches to the software. The Client will be notified in the Administration Home Page if any upgrades are available. Installation of these upgrades would usually take the form of the Administrator having to click a button. The company endeavours to have these upgrades totally bug free, but because of the complexity and variables outside of our control (different browsers) it is not always possible. The quality control should alert us if anything goes wrong.
- If the client is unsure or not comfortable doing these upgrades themselves the company undertakes to implement the upgrade on the clients behalf.
- With complex upgrades the company will always to these upgrades on the clients behalf.
- The company retains the right to remove any module from future upgrades if it deems such module to be at the "end of live" or if there is a possibility that such module may compromise security or integrity of the software.
- It remains the clients responsibility to always read the upgrade notes BEFORE upgrading their software installation as any customisation the clients software might be overwritten by an upgrade.
Although the company holds weekly backups of all websites and software installed on the servers it is the clients responsibility to ensure they have current backups in place. These backups can be made from the hosting control panel and needs to be downloaded and stored on the clients computer. The client should never rely on the company to maintain current backups.
- Support and Training
- As with any new software there will be a period of uncertainty for the user. To ensure your website looks good and functions as intended the Company will, from time to time review your website pages and suggest changes. The company might from time to time log in and correct any formatting and layout mistakes.
- Support and training is given via email, skype and teamviewer as it is not always practically possible to travel to the client. These software are registered and licences are governed by their respective owners and the Company will not be able to give support or training on how to use these products.
- Users manuals
are under development and can be found on the XMS Systems Website here.
Because of the re-development the manual is being rewritten.
- Additional Services included
As part of your XMS Systems Installation the company will provide you with the following:
- Setup of Site template (colour scheme and background images)
- Setup of Menu template (colour scheme)
- Setup of the initial menu items (the client needs to supply the company with the menu layout)
- Graphic design for one banner
- we will submit up to 3 choices for you to choose one from. Any additional work will be invoiced at £40.00 GBP per hour.
- Reasonable ongoing support, training and assistance to get your website to work as you intended.
- Confidentiality Agreement
It is understood and agreed to that the client may provide certain information that is and must be kept confidential. To ensure the protection of such information, and to preserve any confidentiality necessary under patent and/or trade secret laws.
- it is agreed that the Confidential Information to be disclosed can be described as and includes:
Invention description(s), technical and business information relating to proprietary ideas and inventions, ideas, patentable ideas, trade secrets, drawings and/or illustrations, patent searches, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure.
- The Company agrees not to disclose the confidential information obtained from the client to anyone unless required to do so by law.
- This Agreement states the entire agreement between the parties concerning the disclosure of Confidential Information.
- 4. If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole.
Customer agrees that it shall defend, indemnify, save and hold the Company harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney's fees asserted against the Company, its agents, its customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by customer, its agents, employees or assigns. Customer agrees to defend, indemnify and hold harmless the Company against liabilities arising out of; (1) any injury to person or property caused by any products sold or otherwise distributed in connection with the Company; (2) any material supplied by customer infringing or allegedly infringing on the proprietary rights of a third party; (3) copyright infringement and (4) any defective products sold to customers from the Company's server.
By using any the Company services, you agree to binding arbitration. If any disputes or claims arise against the Company or its subsidiaries, such disputes will be handled by an arbitrator of the Company's choice. All decisions rendered by that arbitrator will be binding and final. You are also responsible for any and all costs related to such arbitration.
the Company shall not be responsible for any damages your business may suffer. the Company makes no warranties of any kind, expressed or implied for services we provide. the Company disclaims any warranty or merchantability or fitness for a particular purpose. This includes loss of data resulting from delays, no deliveries, wrong delivery, and any and all service interruptions caused by the Company and its employees.
- Disclosure to law enforcement
the Company may disclose any subscriber information to law enforcement agencies without further consent or notification to the subscriber upon lawful request from such agencies.
We will cooperate fully with law enforcement agencies.
- Changes to the TOS
the Company reserves the right to revise its policies at any time without notice.