These conditions
form part of our agreement to provide services to you the customer.
Please ensure that you read these carefully.
General Terms and
Conditions
These General Terms
& Conditions in association with any Specific Terms and
Conditions for any additional services we may provide to you form the
Agreement between Reach Internet and the Customer. If any of these
General Terms & Conditions are inconsistent with any Specific
Terms and Conditions for your Services, then the Specific Terms &
Conditions shall prevail. By purchasing any of our Services you
expressly agree that you are capable of entering into a binding
contract; or are acting with the express permission of a person or
organisation and that they also agree to be bound by the terms of
this Agreement including all applicable laws and regulations in
relation to this Agreement.
Definitions
"Agreement"
means any agreement to which these General Terms & Conditions
together with any Specific Terms & Conditions for your Services.
"Order"
means a request made by you the Customer for Services to be supplied
in regard to the terms of this Agreement.
"Services"
means the services and or products supplied by Reach Internet
Limited.
"Company"
/ “Us” means Reach Internet Limited, a company registered in
England and Wales under company number 06974831 whose registered
office is Suite 22 Telford Business Centre Halesfield 8 Telford
Shropshire TF7 4QN United Kingdom.
"Customer"
/ “You” means the person or company who purchases Services from
Reach Internet Limited.
1. Commencement of
this Agreement
This
Agreement will only commence when the Company provides the Customer
with written confirmation that your Order has been accepted.
2. Supply of
Services
We will
endeavour to supply the services to the Customer as soon as
reasonably practicable and in the event that we become aware of any
reason for any delay we shall notify you.
3. Duration and
Renewal of Services
Unless
otherwise specified in writing, all Services are provided for a
minimum 12 month contract period and unless cancelled in accordance
with Clause 4 below will automatically be renewed for the billing
period originally specified.
4. Cancellation
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Please note
that by signing up for our Services You expressly agree to us
commencing the supply of your Services. As a result, once started
you will not have the right to cancel this Agreement until the
first anniversary date of said Services, or any fixed shorter
contract period of time where applicable.
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You are
entitled to cancel the Services by contacting Us in writing no less
than 1 working day prior to the renewal date for your Services. Any
request to cancel the Services will be actioned at the end of the
current billing period. Once we accept your cancellation request
You will be provided with written confirmation of cancellation.
Cancellation requests will not be deemed to have been received and
accepted until we have issued our written confirmation to You.
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We reserve
the right to cancel and/or suspend the Services at any time without
prior notice if You breach any of the terms of this Agreement.
5. Registration of
Domain Name(s)
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The Company
does not accept responsibility nor does it make any warranty that
the domain name(s) requested by the Customer will be accepted for
registration in the register of the Naming Organisation nor will it
be liable for any costs the Customer incurs if the application for
Registration is unsuccessful. The Company does not accept
responsibility for any liability to third parties for breach of
their Intellectual Property Rights in relation to the domain
name(s) requested by the Customer.
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Upon the successful Registration the Company will host the
Customer's domain name(s) for the duration of the contract or until
such time as a transfer request is received so long as that
domain(s) remains validly registered to the Customer and complies
with the current rules of the respective Naming Organisation for
that domain(s) which can be found at
http://www.reachinternet.co.uk/Pages/Naming-Organisation-Rules.aspx
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Notwithstanding
Clause 5.2, the Company reserves the right to suspend or to cancel
any application for Registration or refuse to host a domain name(s)
in the circumstances set out in Clause 4.3 of this Agreement.
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Once we
complete your domain order we shall notify you of the successful
registration of the domain name(s). We will host your domain
name(s) for the initial registration/billing periods and for all
future registration/billing periods. Unless terminated in
accordance with Clause 4.2.
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The Customer acknowledges that any disputes arising out of the use
of its domain name(s) requested by the customer will be resolved
for .uk domains in accordance with the Nominet UK Dispute
Resolution Service which can be found at
http://www.nominet.org.uk/disputes/resolving-domain-disputes
alternatively .com, .net, .org, .info, .biz and .name domains will
be resolved in accordance with the ICANN Dispute Resolution Service
which can be found at
https://www.icann.org/resources/pages/tdrp-2012-02-25-en
both of whom may impose restrictions on the registration,
termination or transfer of the domain name(s) with its current host
during or pending the settlement of such a dispute.
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The Customer
shall be permitted to transfer their domain name(s) to another host
other than the Company if they so wish upon termination of this
Agreement in accordance with Clause 4.
6. Invoicing -
Registrations and Renewals
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Payment in
respect of all Services is on demand or as specified on your
invoice.
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We will
automatically generate an invoice in respect of the next period
unless the Services have been cancelled
in accordance with clause 4 above. Invoices are sent by post
approximately one month before the renewal date of your Services. If
your invoice is for domain(s) renewal only then this will always be
on the anniversary of the registration date. If you have Services on
your domain(s) then the invoice will be sent one month before the
anniversary date of when the Services were added, as part of the
Service costs your domain(s) will be renewed by Us when it is due.
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We reserve
the right to change the prices of our Services by giving You 30
day’s written notice of those changes. Notice of changes to
prices of Services will be given by email to the email address we
hold for your account. Any price change will take effect
automatically upon a renewal of Services.
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All fees are
payable in advance and are non-refundable.
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If we choose
to cancel the Services we provide to You for any reason other than
a breach of the terms of this Agreement by You, we will refund You
on a pro rata basis.
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In the event that Services are suspended or temporarily unavailable
or if for any reason processes or programs need to be deactivated
in order to ensure the stable performance of the Services You will
not be entitled to a refund.
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Where a
Service is not provided with unlimited usage as standard, you will
be liable to pay any charges incurred by exceeding the agreed data
use limits in relation to those Services. Any additional charges
will be at the rate set out in your original package.
7. Payments
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All payments
must be made in UK pounds sterling, inclusive of applicable taxes
and charges where applicable. Payments can only be made by Cheque
or Bank Transfer.
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We reserve
the right to suspend all Services until payment is received in full
and all outstanding charges are cleared. Any non-payment of a
recurring invoice may be subject to an administration charge. You
are responsible for all money owed to Us under the terms of this
Agreement until it is terminated. You are also responsible for any
additional costs that may be incurred by Us in taking steps to
recover any sums due by You.
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We reserve
the right if needed to pass your debt onto a third party debt
recovery agent and You accept all liability for the recovery of our
costs from You.
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You may be
asked to pay additional Administration Charges as may be required
by Us for reactivation of any Services due to disconnection or
suspension.
8. Appropriate use
of Services
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We reserve
the right to refuse to provide any and all Services or access to
our servers at any time at our discretion.
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We do not
allow any content to be stored on our servers which contravenes our
Acceptable Use Policy or which is of a malicious or indecent
nature. We reserve the right to; remove such content, suspend or
even cancel the Services immediately if we consider that such
content breaches these rules.
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We shall
notify You if we become aware of any alleged breach by You of the
Acceptable Use Policy.
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Should Your
use of the Services result in an overly high load on Our systems,
then we may suspend Your account at our sole discretion until the
cause of any such overload (legitimate or otherwise) is determined.
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You shall
indemnify Us against all damages, losses and expenses arising as a
result of any action or claim relating to any breach of this
Agreement by You.
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In the event that we remove your data or content or suspend all or
any Services and later reinstate such content or resume the
Services, You shall indemnify Us against all damages, losses and
expenses arising as a result of any action or claim arising out of
your breach of the Acceptable Use Policy.
9. Data
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All data
created or stored by You within our applications and servers are
your property. We make no claim of ownership of any web server
content, email content, or any other type of data contained within
your server space or within applications on servers owned by Us.
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In the event
of loss of or damage to your data relating to a failure in our
systems or servers, we will make reasonable commercial efforts to
assist You with restoring your data. Notwithstanding this, however,
You accept full responsibility for maintaining adequate backup
copies of all your data.
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You shall indemnify Us and hold Us harmless against all damages,
losses and expenses arising out of a third party claim of
intellectual property infringement in respect of your content or
data.
10. Passwords
It is your
responsibility to keep all passwords safe, to ensure they are secure
(with reference to accepted best practices) and to change passwords
regularly. We are not responsible for any data losses or security
compromises arising as a result of compromised passwords or as a
result of You giving a third party access to your password.
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You are
responsible for any and all actions arising out of the use of any
account password that we may issue to you.
11. Scheduled
Maintenance
Services that
are provided through our infrastructure will at some point will be
subject to downtime caused by scheduled or emergency maintenance or
repair. We ensure that any disruption to the Services is kept to a
minimum and any scheduled work usually takes place during off-peak
hours when possible. We will not be liable to You or any third party
for losses whatsoever caused by any such downtime; whether emergency
or scheduled.
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We reserve
the right to deactivate any individual processes or programs as
necessary in the interests of technical progress, or security to
ensure the stable operation and integrity of our systems.
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We shall take
reasonable steps to ensure that any deactivation of individual
processes or programs will not result in changes to the core
function of the Services we provide You and to offer technical
alternatives as and when such alternatives become available.
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In the event
that such changes result in changes to a core function of the
Services we provide You and no viable alternative is available, You
will be entitled to a pro-rated refund in accordance with Clause 6e
above.
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In the event
of changes to processes or programs pursuant to clause 11b above,
You agree to cooperate and be responsible for managing any
adjustments to your Services if requested to do so. We will
communicate any changes to You as soon as is reasonably possible.
12. Your Contact
Details
You warrant
that the contact information You provide to Us is correct, and that
You will notify Us in writing of any changes. You agree that we may
suspend access to your account and the Services if we reasonably
believe that the information You have supplied is inaccurate.
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We will not
divulge your personal information to any third parties without first
obtaining your express permission unless we are required to do so by
law. We may, however, need to provide your name and delivery address
to third parties working in conjunction with Us to deliver specific
Services to You in accordance with our Privacy Policy.
13. Disclaimers and
Warranties
We do not
back up your data for data recovery purposes and whilst we will use
our commercial endeavours to assist You in the event of data loss
arising out of hardware failure, we do not guarantee we will be able
to replace lost data. It is your sole responsibility to ensure your
data is backed up for data recovery purposes.
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The Services
are provided on an "as is" basis. We do not warrant or
represent that any Services will be uninterrupted or error-free. You
accept that all Services are provided warranty-free.
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Insofar as
permitted by law, and with particular regard to the rights of
business customers, all implied conditions, warranties and terms
(whether express or implied by statute, common law, custom or
otherwise) including, but not limited to, those relating to the
exercise of reasonable care and skill, fitness for purpose and
satisfactory quality (where applicable) are hereby excluded in
relation to the Services to the fullest extent permitted by law.
14. Liability
We shall not
be liable for any loss or damage of any nature suffered by You
arising out of or in connection with any breach of this Agreement by
You or any act, misrepresentation, error or omission made by You or
on Your behalf.
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We will not
be liable for any indirect loss, consequential loss, loss of profit,
revenue, data or goodwill howsoever arising suffered by You or for
any wasted management time or failure to make anticipated savings or
liability You incur to any third party arising in any way in
connection with this Agreement or otherwise whether or not such loss
has been discussed by the parties pre-contract or for any account
for profit, costs or expenses arising from such damage or loss.
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No matter how
many claims are made and whatever the basis of such claims, our
maximum aggregate liability to You under or in connection with this
Agreement in respect of any direct loss (or any other loss to the
extent that such loss is not excluded by other provisions in this
Agreement) whether such claim arises in contract or in tort shall
not exceed a sum equal to the fees paid by You for the specific
Services in relation to which Your claim arises during the 6 month
period prior to such claim.
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Neither party
shall be liable to the other under or in connection with this
Agreement or any collateral contract for any:
- loss of revenue;
- loss of reputation;
- loss of business;
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loss of opportunity;
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loss of contracts;
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loss of goodwill;
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loss of actual or anticipated profits;
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loss of, damage to, or corruption of data;
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any indirect or consequential loss, however arising regardless of whether such
loss or damage was foreseeable or in our mutual contemplation and
whether arising in or caused by breach of contract, tort, breach of
statutory duty or otherwise.
15. Force Majeure
We shall not
be responsible for any failure to provide any Services or perform
any obligation under this Agreement because of any act of God,
strike, lock-outs or other industrial disputes (whether our
employees or any other party) or compliance with any law of
governmental or any other order, rule, regulation or direction,
accident, fire, flood, storm or default of suppliers, work stoppage,
war, riot or civil commotion, equipment or facilities shortages
which are being experienced by providers of telecommunication
services generally, or other similar force beyond our reasonable
control.
16. Non-Waiver
Our failure
to require You to perform any of your obligations under this
Agreement shall not affect our right to require such performance at
any time in the future and nor shall the waiver by Us of a breach of
any provision be taken or held to be a waiver of the provision.
17. Notice
You agree
that any notice or communications required or permitted to be
delivered under this Agreement by Us to You shall be deemed to have
been given if delivered by email, in accordance with the contact
information You have provided.
18. Intellectual
Property Rights
You accept that all Intellectual Property Rights belonging to Us
shall at all times during this Agreement remain vested in Reach
Internet Limited. We accept that all Intellectual Property Rights
belonging to the Customer shall at all times during this Agreement
remain vested with that Customer.
19. Governing Law
Except as
otherwise set out in the Domain Dispute Policy, Your rights and
obligations and all contemplated by this Agreement shall be governed
by the law of England and Wales and You submit to the exclusive
jurisdiction of the English courts.
20. Legal Fees
If any legal
action or proceedings, including arbitration, relating to the
performance or the enforcement of any provision of this Agreement is
commenced by either You or Us, the prevailing party shall be
entitled to recover reasonable legal fees, costs and disbursements
from the other party, in addition to any other relief to which the
prevailing party may be entitled.
21. Assignment
You shall not
assign, sub-license or transfer your rights or obligations under
this Agreement to any third party without our prior written consent.
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In the event
that we consent to an assignment, sub-license or transfer, then this
Agreement shall be binding upon both You and Us and our respective
successors and permitted assigns.
22. Amendment in
Writing
We may update
these General Terms and Conditions, any Specific Terms and
Conditions (including any technical specification relating to the
Services), the Acceptable Use Policy, Privacy Policy and any other
information relating to the Services from time to time to comply
with law or to meet our changing business requirements. We shall, as
we deem reasonable, give You prior notice of any significant changes
to the Agreement.
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You further
agree to review the terms and conditions regularly to ensure You are
aware of any modifications and You agree to be bound by such
modifications unconditionally.
23. Joint and
Several Obligations
If You
consist of more than one entity, your obligations under this
Agreement are joint and several.
24. No Third Party
Beneficiaries
This
Agreement does not provide and shall not be interpreted to provide
any third parties, with any remedy, claim, cause of action or
privilege.
25. Entire Agreement
This
Agreement constitutes the entire Agreement between the parties and
agreements are representations or warranties, express or implied,
statutory or otherwise and no agreements collateral here to than as
expressly set or referred to herein. This Agreement supersedes any
prior agreements, representations, statements, negotiations,
understandings, proposals or undertakings, oral or written, with
respect to the subject matter expressly set forth herein.
26. Relationship of
Parties
Nothing in
this Agreement shall be construed as creating an agency
relationship, partnership or joint venture between the parties.
27. Severability
In the event
that any provision of this Agreement is deemed unenforceable or
invalid under any applicable law or pursuant to a court decision,
such decisions or invalidity shall not render this Agreement
unenforceable or invalid as a whole. We will amend or replace such
provisions with one that is valid and enforceable and which
achieves, in our reasonable opinion, to the fullest extent possible,
the original objectives and intent between You and Us.
For more information please contact us or give us a call.