Please find our terms and conditions below. If you are ordering,
once you have read the terms please confirm that you agree, using the form below
(click here) we would advise that you print these for your records.
1.1 In these Terms and Conditions the following meanings apply:
'we', 'our ', 'us' and 'the Company' mean East Midlands Internet. 'you' and yours'
mean the client with whom we make this contract, including any person reasonably
appearing to us to act with that client's authority. 'commencement date' means
the date set out on the quotation. 'pre-contractual statements' includes pre-contractual
statements or agreements, representations, warranties, inducements or promises
whether or not made innocently or negligently. 'domain name' means an Internet
address that has been registered with the central authorities on the Internet
on your behalf. 'web site', 'site', 'web space' mean the body of work, including
text, images, thumbnails, photos and other media, that we develop for you and
which is published on the Internet against your domain name. 'host' and 'hosting'
mean publishing your web site on the Internet and connecting your name to that
site. 'web hit counters' means an Internet connected service that records the
number of approaches made to a site.
'down time' means any time span when any service is unavailable causing loss of
access to the Internet by anyone. ISP means Internet Service Provider. 'intellectual
property rights' means any and all patents, trade marks, rights in domain names,
rights in designs, copyrights and database rights (whether registered or not and
any applications to register or rights to apply for registration of any of the
foregoing) rights in confidential information and all other intellectual property
rights of a similar or corresponding character which may subsist now or in the
future in any part of the world. 'the price' means the sums to be paid by the
you to us in consideration of the provision of the services. 'the terms of payment'
means the terms of payment of the price specified in the quotation 'the quotation'
our written statement to you specifying the charge for our services. 'the service'
means the design, development, supply of a website, hosting facilities and promotion
of the website as specified in the quotation 'the timetable' means the timetable
of the provision of the Services as modified from time to time in accordance with
the terms of this agreement.
2. Confidentiality and Data transmission
2.1 In the process of completing your work, we will hold personal information
about you. This information is used only in the course of running our business.
We do not make that information available to third parties, unless required to
do so by law.
2.2 Both during this agreement and after its termination,
the parties shall treat as confidential (and shall procure that its personnel
and each of them treat as confidential) and shall not (and shall procure that
their personnel and each of them does not) other than in the proper performance
of this agreement, use or disclose to any person, firm or company, any confidential
information belonging to the other party or its customers, unless required to
do so by law.
2.3 The provisions of this clause shall survive the termination
of this agreement but the restrictions contained in clause 2.2 shall cease to
apply to any information which may come into the public domain otherwise than
through unauthorised disclosure.
2.4 We may collect, hold, control, use and transmit data obtained
from and about you and visitors to the website in the course of providing the
Web Hosting Services and the website. By accepting the Web Hosting Services agreement
you agree to such data being so used and further agrees that it may be transmitted
to others in accordance with the Data Protection Act 1998.
2.5 If your web site collects personal information from visitors,
you must deal with that information ethically and you are responsible for registering
the appropriate details with the Data Protection Register.
3.1 We shall ensure that all of our personnel engaged in the project have the
necessary skills, expertise and diligence to undertake such work and will conform
to the professional standards generally observed in the computer industry for
3.2 Comply with the provisions in this agreement relating
to Confidential information and Data transmission.
4. Intellectual property rights
4.1 By supplying text, materials, logos and pictures for inclusion on your web
site you declare that you hold all the appropriate intellectual property licences
and permissions. We accept no liability for any errors or omissions in respect
of such permissions. You will indemnify us in respect of these matters and agree
that liability in respect of any errors and omissions is your sole responsibility.
4.2 You will provide us with all the necessary intellectual
property notices and licences for use on the site, on request.
4.3 If we use any text, materials logos and pictures believing
it to be free of copyright and royalty, and which subsequently is found to have
limitations as to copyright or royalty usage, we reserve the right to remove and/or
replace it from the site.
5. Provision of Goods and Services
5.1 In agreeing to the provision of any services by us, you are deemed to have
read and understood these Terms and Conditions and agree to be bound by the whole
of the agreement.
5.2 Written quotations are supplied in good faith and remain
valid for 30 days from the date of quotation. The quotation forms part of this
5.3 The quotation is supplied on the basis of best prices
for software, hardware and services at the time of quotation and it may vary from
time to time.
5.4 Quotations must be confirmed to you in writing in order
to be valid. We require confirmation from you that you agree with the quote provided
in writing together with the terms and conditions before the order is accepted
5.5 We reserve the right of accepting or rejecting the order,
however we will communicate our decision in writing within reasonable time.
5.6 Prices on contracts may rise from time to time. We reserve
the right to annually review our prices in the contract of services. In June of
each year we will review our charges and you will be notified of any changes,
by notice in writing, which will take effect by 1st July of each year.
5.7 If the company supplies goods and services which are accepted
by the client any further work or changes required will be seperate to any original
agreement and may be charged as such.
5.8 If the company is attempting to complete the supply of
products and services but you are unable to complete for whatever reason, the
company will be entitled to either charge for all costs to date or the balance
of any monies outstanding to that date.
6. Production of Web Sites
6.1 On receipt of your order and suitable material for the production of your
web site, a draft website will be provided. Time frame for work are usually laid
out in the quotation where possible. Once a final draft has been agreed we will
endeavour to complete the site within a reasonable time frame depending upon the
amount of work remaining.
6.2 These time periods are subject to available time, taking
account of other scheduled work. Time estimates should be discussed at the time
of order. We accept no liability should the agreed period be exceeded for any
6.3 When placing an order for a web site you will provide
us with ideas of the layout as you may require. If no layout is provided by you,
we will produce a draft website to our specification.
6.4 Once you are in receipt of the first draft, you will provide
details of any changes of layout and design to be taken into consideration for
incorporation in the final design within 10 days from the delivery of the draft
website. These agreed alterations will then be applied to the design so far as
6.5 Any further alterations to the layout whether of a major
change or a series of smaller changes may result in further charges and we reserve
the right to make any such charges as we deem to be appropriate.
6.6 We will not include in your website any text, images or
other data that we feel to be immoral, offensive, obscene or illegal. All advertising
material must conform to standards laid down by all relevant advertising standards
authorities. We reserve the right to refuse to include submitted material without
6.7.1 Upon request we can provide your web site with e-commerce facilities by
designing the catalogue, which is used as the operative shopping cart within the
6.7.2 It is our obligation to provide within the shopping
service back up facility for the products and categories. FTP is also provided
to enable you to back up images and thumbnails used.
6.7.3 It is your responsibility to back up products and categories
as well as category descriptions within your web site shopping facility. Category
descriptions must be cut and pasted by hand from the site. It is your responsibility
to have back up of these images.
6.7.4 We accept no liability for loss of data, downtime or
loss of income resulting from deletion of products, categories or failure of the
system and you will indemnify us against such an event.
6.8 E-commerce facilities provided rely upon the third parties
for online transactions. We have no control over the operation of these third
parties whether it is in respect of their operating procedure, terms and conditions
or faults and failures or loss of system.
6.9 We will not be liable for any loss of orders/income or
perceived as a result of one of these third parties downtime, operating procedure
or ceasing to function.
6.10 If at any the third parties cease to operate these facilities,
which will cause problems in the use of our system. In such an event, we will
use our best endeavours to produce and/or offer an alternative.
7. Provision of web hosting facilities
7.1 You represent, undertake and warrant to us that you will use the website allocated
to you only for lawful purposes. You will not upload, post, link to or transmit
any material, which is unlawful, threatening, abusive, malicious, defamatory,
obscene, pornographic, blasphemous, profane or otherwise objectionable in any
7.2 We reserve the right to remove any material which we deem
inappropriate from your website without notice to you.
7.3 In the event that you experience any difficulties collecting
e-mail, we will use our best endeavours to rectify and resolve the situation.
7.4 We have no control over the operation of the third party.
We make no representation and give no warranty as to the accuracy or quality of
information received by any person via the server and we shall have no liability
for any loss or damage to any data stored on the server.
7.5 If we find that the web hosting service has fallen below
our required standards we may take action to move your site or sites to a new
hosting facility. Any change of host will be carried out with the minimum of disruption
7.6 If we deem this to be necessary, we will inform you of
any alteration of charges, before taking action.
7.7 In the event that you do not accept such alteration of
charges, then you may move your site to a third party host of your choice. In
this event, we will make files available to you but will not carry out the change
unless contracted to do so (charges may apply and this is at our discretion).
8. Registering Domain names
8.1 When we register a domain on your behalf, you will be the named owner where
possible. Any such registration will be carried out upon request by you and are
within the terms as set out in these Terms and Conditions.
8.2 We will use our company as the contact for administration
of the domain name in the event that we take over the hosting and registration
or where you require us to register the domain name.
8.3 If we fail to register a domain name before another hosting
company group or individual we will not be liable for any costs or charges in
relation to purchase of this domain name from a third party.
8.4 Any quoted charges either written or verbal for the purchase
and renewal may change without notice if the registration or hosting company change
8.5 We make every effort to renew domain names but should
a domain name not be renewed for any reason, we accept no liability for any resulting
9. Search Engine Optimisation Terms
9.1 We use our expertise and further advices to apply our perception of best practice
in order to raise the profile of your site within the search engines.
9.2 By accepting the optimisation agreement you give us permission
to access your website and alter pages as necessary in order to 'optimise' the
site for the purpose of the search engines, if we are not granted access to your
web site hosting we may where possible to work with third parties who do have
access, this will be done at our discretion.
9.3 If you or your in house web developers alter the site
in any way, you must notify us of this beforehand in writing, to prevent the removal
or alteration of optimisation that has been carried out on the site or pages therein.
9.4 You shall indemnify us and keep us indemnified and hold
us harmless from and against any breach by you of these terms and conditions.
9.5 We cannot guarantee that your site will be indexed by
a particular search engine or directory. We do not guarantee that your site will
be ranked in the top ten sites.
9.6 We are unable to correlate the time between promotional
work and site visitors and make no guarantees in respect of the same. We are unable
to guarantee the number of visitors to any site and make no guarantee in respect
of the same.
9.7 We offer no guarantee as to the visitor response to the
site and any subsequent turn around into orders or other response. It is your
responsibilities to keep yourself informed and monitor the number of visitors
to your site and the quality of the visitors.
9.8 Under these terms and conditions time will not be the
essence of this contract and we accept no responsibility for time critical projects.
9.9 If you promote the web site by using other parties or
web sites of the same design without our written authorisation, not to be unreasonably
withheld, it will constitute a breach of this agreement.
9.10 Your failure to request written authorisation from us
to promote the website using other parties, such as third party promotion company,
individual or method will amount to a material breach of the agreement.
9.11 Clause 9.9 includes registration of the site or duplicate
site with search engines, web directory or shopping sites, link exchanges or other
web site registration or optimisation or addition of site pages for the purpose
of site promotion, unless otherwise agreed in writing.
9.12 Should we elect to terminate the contract, our initial
set up and any costs accrued will still be due or the full product payment, whichever
9.13 Where any site is found to be a duplicate or similar,
through no fault of your own, it may be necessary to significantly alter the content
of the site in order to gain ranking and/ or avoid being de-listed or blocked
from any search engine. The costs of such alteration will be met by you and you
will aid us in provision of other original material and text as appropriate.
9.14 We accept no liability for any consequence arising from
the blocking, de-listing or similar by any search engine or directory due to duplication
(or similar) of the site.
10. Telephone support
10.1 We offer telephone support from one year from the date of purchase via incoming
calls on our landline number 0870 750 1179 for installation, web site or site
promotion problems or questions.
10.2 This support is limited to a maximum of 1 hour per week,
which expires if unused. It applies to problems and questions relating to warranty
10.3 If a customer should at any point be deemed to be offensive
to the representative of the company, the company retains the right to withdraw
all telephone support.
11.1 Charges for the services and goods to be provided are as per the written
quotation, which is part of this agreement.
11.2 If you wish to use an alternative ISP to the ISP configured
on your site, we will provide a quotation for any reconfiguration work necessary.
11.3 All rights remain the property of East Midlands Internet until
settlement of all outstanding invoices with regard to the work. If invoices remain
outstanding this will amount to a material breach of the contract.
11.4 It is hereby agreed between the parties that where we
withdrawn our services pursuant to clause 11.3 hereof, we reserve the right to
remove pages that we have supplied from the site subject to two weeks notice.
We shall not be liable for any loss of profit or income you may incur.
11.5 Payment will remain due regardless of whether pages have
been removed due to late payment.
11.6 You will not be entitled to reinstate any page removed
by us pursuant to clause 11.3, unless you pay the outstanding invoice and pay
installation charge of £75, payable before reinstallation.
11.7 Our standard rate of charge for on site installation is £100 for the first hour and £45 thereafter with a maximum of £500 for an 8 hour day. Any work carried out beyond 8 hours will be charged
at an hourly rate of £45.
11.8 If an on site call out is required under the terms of
the warranty, we reserve the right to try to resolve the matter by telephone conference
in which we will offer assessment of the cause and potential solution.
11.9 If you request on site call out under the terms of the
warranty and it is discovered to be a non-warranty issue, charges will apply as
set out in paragraph 11.7 of these Terms and Conditions for the period of time
11.10 Non warranty issues include but are not limited to alteration
of functionality by physical alteration of the equipment, upgrades, installation
of software not supplied at the time of configuration, viruses, user error and
11.11 We will not accept responsibility for any third party
charges whatsoever in respect of reconfiguration. set up or alteration of any
equipment of any software, web site or service.
11.12 It is your responsibility to monitor and make payment
for telephone connection to the Internet for single user and the networks connection
to the ISP.
11.13 Where reconfiguration. of Network proxy software is
necessary, after the initial set up of individual stations or servers and or Internet
access devises, charges will apply as set out in paragraph 11 of these Terms and
12. Payment terms
12.1 Unless otherwise stated in the quotation, payment for hardware, software,
design work or marketing and promotional work is payable by cheque or debit/credit
card with the order or upon delivery.
12.2 Web site set up charges are payable in 2 instalments
and in accordance with the charge quoted. The first payment is due placement of
the order. The balance is due upon completion of the site. Completion includes
all agreed alterations and corrections.
12.3 Final alterations to the draft web site must be notified
to us within 10 working days of production of the draft site in order that completion
of the site can take place. This will be within ten working days of receipt of
the notice. If no notice of alteration is received the balance will become due
in accordance with the invoice for the balance. This will be strictly payable
according to the invoice as set out in paragraph 12.2 whether any alterations
are required or not.
12.4 Web site promotion set up charge in accordance with the
charge quoted is payable in advance of the commencement of any design optimisation
work or promotional work to the search engines.
12.5 If payment is not received in accordance with the terms
and conditions, we reserve the right to charge interest at the rate of 8% (eight
per cent) per month, compound.
12.6 If web site or promotion work has been carried out and
payment is overdue, we reserve the right to take any action necessary to recover
the sum due. This reserved right applies whether or not the resource has been
removed from public display.
13.1 We shall be entitled to suspend the Services and/or terminate this agreement
forthwith without notice to you if you fail to pay any sums due to us as they
fall due or you breach any of these terms and conditions.
13.1.1 All charges accrued are payable until the end of the
13.2 Hosting facility and domain name
13.2.1 We can terminate the hosting facility contract by giving you one-month
notice before hosting is due for renewal.
13.2.2 You may terminate the hosting facility contract by
giving one month notice before hosting is due for renewal.
13.2.3 Only the person who is the authorised owner of the
domain name may cancel the renewal process or request transfer. We require a minimum
of 3 months notice before the renewal date is due to expire.
13.3 Termination of the Promotion Contract
13.3.1 A promotion contract can be terminated by us if you should make the companies
working conditions unsuitable in the way of offensive remarks or abusive language
etc. Also ongoing service may be withheld if payments made are later withdrawn
for any reason, in the case of credit card dispute or fraud your acceptance of
these terms and conditions waive your right to apply for chargeback on any grounds
that are based on a results based performance.
13.3.2 A promotion contract can be terminated by you by giving
one months notice in writing.
13.3.3 Where the contract is less than 6 months from the date
of commencement and we have decided to terminate the contract, we will refund
any set up charge in full.
13.3.4 On termination of the contract, we will remove all
alterations, extra pages and web addresses that we may have added as part of the
promotion. We will return your site to the same condition that it was before the
promotion was commenced.
13.3.5 On termination of the promotion contract we will have
irrevocable right to access any sites promoted in order to remove optimisation.
13.3.6 After removal of optimisation you shall not implement
it back by using our methods, unless we agree in writing authorising you to retain
optimisation at a cost of £75 per optimised page on your website.
14. Free Services within Web Sites Provided
14.1 We make use of several free services. Included in these are web hit counters,
search facilities and E-commerce secure servers. If, at any stage, any of the
free service providers used by us become a 'pay for' service. You will be given
14.2 You will be required to confirm whether you wish to be
transferred to an alternative free service (subject to availability) or to pay
for the service in accordance with the terms of the service provider.
14.3 In the alternative you can instruct us to have the service
removed from your website.
15. Entire Agreement
15.1 You acknowledge that you have been told that if there is any pre-contractual
statement(s), which you consider has have induced you to enter into this agreement
you are obliged to submit particulars of them to us so that any misconceptions
or misunderstanding can be resolved. You having been given the opportunity to
provide us with particulars of such pre-contractual statements, which you consider
to have been made which so induced you to enter into this agreement, shall be
deemed not to have relied upon any pre-contractual statements made or given or
purportedly given to you.
15.2 This agreement therefore contains the entire agreement
between the parties and accordingly no pre-contractual statements shall add to
or vary this agreement or be of any force or effect and unless such pre-contractual
statement is either contained in this agreement or annex to it, you waive any
rights you may have to sue for damages and/or rescind this agreement.
15.3 Nothing in this document shall be construed as creating
any agency, partnership or other form of joint venture between the parties.
15.4 This Agreement supersedes all prior agreements, arrangements
and undertakings between the parties and constitute the entire agreement between
the parties relating to the subject matter of this agreement and can only be modified
or waived by a subsequent written agreement signed by both parties. The parties
confirm that they have not entered into this agreement on the basis of any representation
that is not expressly incorporated into this agreement.
15.5 No addition to or variation of these Terms and Conditions
will bind the parties, unless it is specifically agreed in writing and signed
by a director of the Company.
15.6 Only the Director of the Company has the authority to
alter or vary these Terms and Conditions in any way.
15.7 The parties confirm their intent to not to confer any
rights on any third parties by virtue of this agreement and accordingly the Contracts
(Rights of Third Parties) Act 1999 shall not apply to this agreement..
16.1.1 We have no control over the operation of the third parties whether it is
in respect of their operating procedures, terms and conditions or faults failures
or loss of systems. We therefore accept no liability for any problems losses arising
from any such matters, whatever the cause.
16.2 Links and variations on key words used by visitors to
search engines are outside our control and we accept no responsibility for their
use and the effect of their use.
16.3 You will indemnify us against any loss or expenses sustained
by us by reason of breach of this contract and any actions, proceedings, claims
or demands in any way connected with contract brought on or threatened against
us by a third party, which are caused by or arise from any action we carried out
pursuant to your instructions.
16.4 All conditions, terms, representations and warranties
relating to the service 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 the purpose are hereby excluded to the extent applicable
under UK law.
16.5 Our entire liability to you in respect of any breach
of our contractual obligations, any breach of warranty, any representation, statement
or tortious act or omission including negligence arising under or in connection
with this agreement shall, except in respect of personal injury, be limited to
the charges paid by you in respect of the Services which are the subject of any
17.1 All notice under this agreement shall be in writing.
17.2 Notices shall be deemed to have been duly given by either
party when sent to an e-mail address or fax number provided by the parties for
18.1 Failure by us to enforce a contractual provision to which you are subject
shall not affect our right to require such performance at any subsequent time.
19. Force Majeure
19.1 We do not accept liability for any breach of this contract if the breach
was caused by an act of God, insurrection or civil disorder, war or military operations,
terrorism, national or local emergency, acts of government, highway authority.
Our compliance with any statutory obligation, industrial disputes of any kind
(whether or not involving employees of East Midlands Internet), flood. Fire lighting,
explosion, subsidence, weather of exceptional severity, acts or omission of persons
for whom East Midlands Internet is not responsible (including other telecommunication
service providers), or any other cause that is outside our control.
20.1 The applicable law of this agreement is English Law.
20.2 The parties submit to the exclusive jurisdiction of the
20.3 If any terms or any part of the Terms and Conditions
are found to be invalid under English Law than all other terms and any part of
the term that are not invalid shall remain in force.
21.1 If any term or provision or any part of this Agreement shall be declared
or become unenforceable invalid or illegal for any reason whatsoever the other
terms and provisions of this agreement shall remain in full force and effect.
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