Terms and Conditions

1. Definitions

The following words have these meanings:

"Agreement Form" means the form signed by you (entitled "Agreement Form") at the commencement of our agreement with you. It details the type of service required and the length of the contract between you and Internet Strategies (UK) Ltd.

"Commencement Date" means the date you complete the Service registration process by signing the Internet Strategies (UK) Ltd Agreement Form;

"Content" means text, graphics, logos, photographs, images, moving images, sound, illustrations and any other web site content;

"Contract Term" means the contract period agreed between you and Internet Strategies (UK) Ltd for the duration of the Service, as specified on the Agreement Form.

"Month" means a calendar month and Monthly shall be construed in this context;

"Website Package" means either Bronze, Silver or Gold Website Package as appropriate and as described in clause 7;

"E-Commerce Package" means either Bronze, Silver or Gold E-Commerce Package as appropriate and as described in clause 8;

"Service" means either the Website Package or the E-Commerce Package, as agreed between you and us.

"our" or "we" or "us" means Internet Strategies (UK) Ltd (UK) Ltd whose registered office is Innovation Centre , Exploration Drive, Aberdeen, AB23 8GX .

"Renewal Term" has the meaning given in clause 2;

"you" or "your" means your business, and "your business" means any business with whom you are associated and on behalf of which you are using the Service.

"Software" means any software supplied to you as part of the Service.

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2. Commencement

This Agreement commences on the Commencement Date and shall continue for the Contract Term and thereafter shall automatically continue indefinitely (the "Renewal Term") unless and until terminated in accordance with this Agreement.

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3. The Service

Subject to payment by you of the applicable charges and provided that you supply us with the information we request when we request it in relation to each element of the Service, then we will:

(a) use all reasonable efforts to provide the Service to you with reasonable skill and care;
(b) use any personal information you give to us in accordance with the terms of our Privacy Policy, the details of which are provided on our website www.internetstrategiesuk.com.

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4. Domain Name Registration

4.1 What We Do
We will seek registration of a domain name requested by you. If available, and subject to the other terms of this Agreement, we will procure for you your requested domain name. You will be listed as the registered owner and we or a person acting on our behalf will be listed as the administrative and billing point of contact. Please note that on termination or expiry of this Agreement if you wish to continue to use the domain name (for example by transferring the administration to another internet service provider) you must pay an administration fee to us. You hereby acknowledge that we will have incurred on your behalf certain costs in relation to registration and upkeep of your domain name and that because it takes time and effort to effect the transfer it is reasonable for us to charge a transfer administration fee in these circumstances. We may elect to accept or reject your application to use a domain name for any reason at our sole discretion, such rejection including, but not limited to, rejection due to a request for registration of a prohibited domain name.

We engage on your behalf the services of accredited registrars for the generic top level domains ("gTLDs") and the various country code top level domains (ccTLDs) which we make available. All domain name registrations we register for the TLDs are not effective until we have delivered the domain name registration information you provide us to the registry administrator for the TLDs, as applicable, and the registry administrator puts into effect your domain name registration.

For the ccTLDs the registry administrator varies by individual country code. By agreeing to the terms and conditions set forth in this Agreement, you are also agreeing to be bound by the rules and regulations set forth by these registry administrators for their respective registries only.

After we have had confirmation that you will continue with your subscription for the Website Service we will renew registration of your domain name accordingly. If you cancel your subscription with us, but want to continue to use your domain name, then on receipt from you of the applicable charges, we will transfer the administration of the domain name to you after which you will be directly responsible for all renewals subject to the registrar's terms and conditions.

You agree and acknowledge that we are not liable or responsible in any way for any errors, omissions or any other actions by the registry administrators arising out of or related to your application and receipt of, or failure to receive, a domain name registration.

You further agree to indemnify, defend and hold harmless Internet Strategies (UK) Ltd and its directors, officers, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees and expenses) arising out of, or related to, your domain name registration.

4.2 Your Obligations
You warrant that:

(a) you are (or are authorised by) the owner of any trade mark or name you wish to use in your domain name;
(b) you will notify us not less than 60 days prior to expiry of your domain name registration whether you wish to renew that registration. and you agree to indemnify, defend and hold harmless Internet Strategies (UK) Ltd in respect of any breach of the foregoing warranty.

4.3 Ownership of Domain Names and Data
You agree and acknowledge that we or our sub-contractors own all database, copyright, and similar rights, title and interests worldwide in our domain name database, and all information and derivative works generated from the domain name database.

4.4 Dispute Policy
You agree to be bound by the Domain Name Dispute Policy ("Dispute Policy") applicable to your type of domain name, which is hereby incorporated and made a part of this Agreement by reference. We will provide you with details of the Dispute Policy on request. Certain disputes, as specified in the Dispute Policy, are subject to that Policy. You agree that you will be subject to the provisions specified in the Dispute Policy in effect at the time your domain name registration is disputed by a third party, in the event such dispute arises. You also agree that, in the event a domain name dispute arises with any third party, you will indemnify and hold us harmless pursuant to the terms and conditions contained in the Dispute Policy.

Changes to Registration Agreement and Dispute Policy
You acknowledge that the domain name system and the practice of registering and administering domain names are evolving, and therefore you agree that we may modify this Agreement and the Dispute Policy if necessary to comply with relevant internet regulation, and any other agreements that we are currently bound by or will be bound by in the future, as well as to adjust to changing business circumstances. Your continued use of the domain name registered to you shall constitute your acceptance of this Agreement and the Dispute Policy with the new modifications. If you do not agree to any of such changes, you may request that your domain name registration be cancelled or transferred to a different domain name registrar. You agree that such cancellation or request for transfer will be your exclusive remedy if you do not wish to abide by any changes to this Agreement or the Dispute Policy.

4.5 Obligations Relating to Provided Data
In the event that, in registering the domain name, you are providing information about a third party, you hereby warrant that you have (a) provided notice to that third party of the disclosure and use of that party's information as set forth in this Agreement, and (b) that you have obtained that third party's express consent to the disclosure and use of that party's information as set forth in this Agreement (c) you agree to indemnify , defend and hold harmless Internet Strategies (UK) Ltd in respect of any breach of the foregoing warranty. You acknowledge that wilfully providing inaccurate information or wilfully failing to update information promptly will constitute a material breach of this Agreement and will be sufficient basis for cancellation of your domain name registration. You further agree that your failure to respond for over fifteen (15) calendar days to inquiries by us concerning the accuracy of contact details associated with your registration shall constitute a material breach of this Agreement and will be sufficient basis for cancellation of your domain name registration.

4.6 Additional Right to Suspend
You acknowledge and agree that your registration of a domain name is subject to suspension, cancellation or transfer by any ICANN procedure, by any registrar or registry administrator procedures approved by an ICANN-adopted policy, or by any other ccTLD registry administrator procedures as the case may be, (a) to correct mistakes by us, our sub-contractors, another registrar or the registry administrator in administering the name or (b) for the resolution of disputes concerning the domain name. You also agree that we shall have the right in our sole discretion to suspend, cancel, transfer or otherwise modify a domain name registration upon seven (7) calendar days prior written notice, or at such time as we receive a properly authenticated order from a court of competent jurisdiction, or arbitration award, requiring the suspension, cancellation transfer or modification of the domain name registration.

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5. E-mail

We will provide to you email facilities with the degree of reasonable skill and care expected of a reseller of Internet services. However, you acknowledge that the internet is a global decentralised network of computer systems over which no one person has control, and we cannot guarantee uninterrupted, continuous use of the internet.

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6. Search Engine Submission

For Website and E-Commerce Packages we will submit information provided by you to search engines (if you have requested this option). There are two levels of search engine submission as follows:

(a) we will by means of an automated process submit information about a single web page of your website on one occasion within 24 hours of request and the supply of the information by you. You will be entitled to repeat the submission process on further occasion(s) yourself provided that you complete the submission process then in force.

(b) we will automatically submit on one occasion (in accordance with 6(a) above) information about a single web page of your website and then re-submit that information on 12 occasions (exclusive of the initial submission referred to in 6(a) above), chosen by us at our sole discretion, within the calendar year commencing on the Commencement Date.

The submission service described above is subject to the submission rules, policies and methods of the search engines to whom the submissions are made. Submission of information does not guarantee that a valid entry will be made on any database. We do not promise that any submission will appear in a search engine database to which it has been submitted in the form in which it was submitted or at all.

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7. Website Packages

The website packages available are Bronze, Silver and Gold. In addition it is also possible to have a custom designed website package. The contents of the website packages will vary from time to time.

Included within all the packages are limited changes to the pages on the website. For these purposes a "change" means any change to your existing website pages but excludes a change which we deem to be a material re-design or material functionality change (which work we reserve the right to refuse to carry out or to make a charge).

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8. E-Commerce Packages

The E-Commerce Packages are available Bronze, Silver and Gold. In addition it is also possible to have a custom designed E-Commerce package. The contents of the E-Commerce packages will vary from time to time. The E-Commerce packages allow you to have a "shopping basket" system for your customers to use to select your goods and/or services and an order and payment system to enable your customers to place orders and make payment in respect of them (if required). As part of the E-Commerce package you may also be introduced to a third party merchant account provider who provides a service to enable you to accept credit card transactions via your website. If your application for a merchant account is successful, the merchant account will be made available at no additional cost to you whilst you are using and paying for the E-Commerce package. However, please note that:

the merchant account service is provided by a third party and not by us;
your application for a merchant account will be subject to any terms and conditions imposed by the merchant account provider;
your application for a merchant account is subject to acceptance by the merchant account provider and may be rejected;
if you transfer your merchant account during the term of this Agreement to an alternative host you must pay us a fee to cover the costs we have incurred in facilitating the set up of your merchant account. You may also be subject to a further charge from the merchant account provider.
Note that Internet Strategies (UK) Ltd expressly disclaims any liability resulting from the acts or omissions of the merchant account provider.
Included within all the packages are limited changes to the pages on the E-Commerce website. For these purposes a "change" means any change to your existing website pages but excludes a change which we deem to be a material re-design or material functionality change (which work we reserve the right to refuse to carry out or to make a change).

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9. Support Services

We will provide for your use a technical support and customer information help desk 9am to 5pm Monday to Friday.

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10. Upgrade

You may at any time during the term of this Agreement (a) upgrade to a higher level either within the Website packages or the E-Commerce packages or from Website package to E-Commerce package; (b) obtain an additional Web Service, in either case subject to your agreement to the then current standard terms and conditions for that service and payment of any upgrade fee.

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11. Your obligations

11.1 Charges
(a) You will pay us the applicable charges for the Service. Monthly or other recurring fees are payable in advance. Payment may be made by authorised credit card or by standing order and shall be due as set out below.

(i) Credit Card The first payment is due within 10 days of the Commencement Date and subsequent payments are due Monthly on the same date of each Month as the first payment.

(ii) Standing Order The first payment is due within 10 days of the Commencement Date and subsequent payments are due Monthly on the same date of each Month as the first payment.

(b) You will pay us the applicable fee if you wish to transfer the administration of your domain name (to yourself or a third party);
(c) In the event of termination of this Agreement within the Contract Term, you will pay us the applicable fee if you wish to transfer your merchant account to an alternative online shop host;
(d) In the event of termination of this Agreement within the Contract Term, you will pay us an amount equivalent to the balance of your monthly payments within the Contract Term;
(e) We reserve the right to charge you interest in respect of late payment of any sums due under this Agreement at a rate of one and one-half percent (1.5%) per month above the base rate of Royal bank of Scotland plc (or the assignee or successor in title of substantially the whole of its undertaking) from the due date until payment has been received. You will also be liable for any fees incurred by us in collecting unpaid sums.

11.2 Equipment and ancillary costs
You shall be responsible for:
(a) Providing suitable computer hardware, software (other than the software we provide to you to allow you to access and use the Service) and the telecommunications equipment necessary to use the Service; and
(b) Paying the cost of telephone charges for the use of the Service.

11.3 Security and information
(a) You shall provide us with accurate and current information during the sign-up process. You shall immediately notify us of changes to this information or if you believe that an unauthorised person knows or has access to your password.
(b) You shall take responsibility for the security and proper use of user names and passwords used in connection with the Service and take all necessary steps to ensure that they are kept confidential and secure and are not disclosed to any unauthorised persons.

11.4 Your use of the Service
(a) This Service is directed at use by businesses located in England, Scotland, Wales and Northern Ireland. You represent and warrant to us that you will use the Service only in connection with, and in the ordinary course of, your business and not as a consumer.
(b) You shall comply with all laws, regulations and licences applicable to you.
(c) You shall not:

(i) take any action that may result in impairment to the Service or render the Service less functional or effective;
(ii) re-sell the Service;
(iii) use the Service to:

transmit, store or knowingly or recklessly receive a computer virus and you shall check regularly for viruses;
send, produce, distribute, receive, upload, download, use or store any material, Content or communication which is illegal or unlawful, including without limitation, material which is defamatory or in breach of any rights of any person, including copyrights, trademarks, and rights of confidence or privacy, or any material or content which we believe is offensive, pornographic, abusive, obscene or menacing or may cause inconvenience to others;
do anything which is contrary to the acceptable use policies of other networks and generally accepted internet standards and rules, including chat room rules;
annoy or provoke others;
process personal information in contravention of the Data Protection Act 1998.
send unsolicited advertising, known as "spam";
(iv) use a user name or domain name that infringes upon the rights of any other person in statute, common law or in a copyright, trademark or name or otherwise in using the Service infringe the intellectual property rights of a third person;
(v) permit any third party to do any of the above.

(d) You shall take personal responsibility and accept liability for use of the Service in breach of this Agreement by any person you allow to use the Service or who we reasonably consider to be using the Service with your authority, and you will make all staff members or persons likely to use the Service familiar with the terms of this Agreement.
(e) You understand and accept that your use of the internet is at your own risk.

11.5 Assistance
You shall give us all reasonable assistance and such documentation as we may, without limitation, require, in connection with any proceedings brought against us, and, without limitation to the generality of the foregoing, agree to be joined as plaintiff or defendant in any proceedings at our request.

11.6 Indemnity
You shall indemnify us and our associated companies (as defined in sections 416 et seq. of the Income and Corporation Taxes Act 1988) for all and any losses, claims, proceedings, damages, costs, charges, expenses and other liabilities ("claims") which we may sustain or incur or which may be brought or established against us by any person arising out of or in connection with (a) your use of the Service; or (b) your provision of Content as part of the Service or (c) the use of any person you allow to use the Service or who we reasonably consider to be using the Service with your authority (whether or not such use is expressly prohibited by this Agreement); or (d) any breach by you of this Agreement, including, without limitation, any claims arising from a claim of infringement of any intellectual property rights of any third party.

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12. Our rights

12.1 We reserve the right (but do not assume the obligation) to monitor your use of the Service (including your use of chat rooms and bulletin boards and any communication, content or material accessed or created by you) and may remove, or modify any communication, content or material at any time for any reason, without your consent. We do not endorse the content of any communication you make irrespective of whether we have monitored it.

We reserve the right to require you to change your username or password or to suspend your access to your username or password if we consider that there is the possibility of a breach of security or an infringement of a third person's intellectual property rights or we consider that your user name is defamatory or offensive.

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13. Warranty

13.1 Other than as specified in these Terms and Conditions, we give no warranties, terms, conditions, guarantees or representations as to the accuracy, quality, suitability or fitness for any purpose, non-infringement of third party rights or completeness of the Service or that the Service is fault free, reliable, secure, uninterrupted, and will meet your requirements, and we disclaim any such warranties, terms, conditions, guaranties or representations, express or implied, statutory or otherwise.

13.2 Without prejudice to clause 13.1, we give no warranties, terms, conditions, guarantees or representations and disclaim all responsibility in relation to: (a) the information, software, advice or material obtained or accessed, or goods or services purchased or transactions entered, through the internet; or (b) the acts or omissions or faults or failures in the equipment of other providers of telecommunications or internet services.

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14. Liability

14.1 The following provisions set out the entire liability of each party (including any liability for the acts and omissions of its employees, agents and sub-contractors) to the other in respect of:
(a) any breach of its contractual obligations arising under this Agreement; and
(b) any representation, statement or tortuous act or omission, including negligence, arising under or in connection with this Agreement
AND YOUR ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THIS CLAUSE 14.
Any act or omission on the part of either party or its employees, agents or sub-contractors falling within clause 14.1 above shall for the purposes of this clause 14 be known as an "Event of Default".
Neither party excludes or limits any liability to each other for death or injury resulting from its own or that of its employees, agents or sub-contractors' negligence.

14.2 Our entire liability under this Agreement shall be limited to direct damages of an amount equal to the charges paid by you in the 12 months immediately preceding the Event of Default.

14.3 Subject to clause 14.2 above, neither party shall be liable to the other in respect of any Event of Default howsoever caused for any loss of data, cost of cover or indirect, special or consequential loss including damages for loss of profits, revenue, business, loss of goodwill interruption in use or availability of data or stoppage of other work arising out of this Agreement, the Service, breach of contract or any express or implied warranty or indemnity under this Agreement or otherwise, misrepresentation (other than fraudulent misrepresentation), negligence, strict liability or other tort. The limitation will apply even where we have been advised or are aware of the possibility of such losses.

14.4 If a number of Events of Default give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under this Agreement.

14.5 The provisions of this clause 14 shall survive the termination of this Agreement for whatever reason.

Without prejudice to clause 14.5, we exclude all liability for loss or the failure to perform or delay in performing any obligation under this Agreement if and to the extent that the failure or delay is attributable to an event or circumstance beyond our reasonable control, including (without limitation) any act of God, inclement weather, failure or shortage of power supplies, flood, drought, lightning or fire, strike, lock-out, trade dispute or labour disturbance, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any internet service provider, or delay or failure in production or supply by third parties of services or equipment, or the introduction of any computer virus (commonly referred to as a "worm" or "trojan horse") by a third party.

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15. Term and Termination

15.1 Either party may terminate this Agreement at any time after the Contract Term by giving to the other party not less than 30 days' prior written notice such notice to expire no earlier than the end of the Contract Term.

15.2 In addition to the right of termination in clause 15.1, we may terminate or suspend the Service and/or this Agreement by immediate notice if:

(a) you breach any term of this Agreement; or
(b) you use the Service in a manner which we reasonably believe is illegal, offensive or is an abusive use of the Service, or is otherwise contrary to this Agreement; or
(c) you either (i) become insolvent; (ii) become bankrupt; (iii) have a winding-up order made against you; (iv) pass a resolution for your winding-up; or (v) have a receiver appointed.

15.3 On termination: (a) your right to use the Software and the Service shall cease immediately; (b) we may delete from our servers any Content, material or communication associated with the terminated Service including any Content provided by you. It is your responsibility to maintain copies of any Content provided by you to the Service. Termination shall operate without prejudice to the accrued rights of either party.

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16. Suspension or alteration of Service

16.1 We may at any time, without explanation, immediately suspend part or in an emergency all of the Service for the purposes of maintaining or upgrading the Service.

16.2 We may at any time, without explanation, change the services comprising the Service if this is needed to comply with any applicable safety licence or regulatory obligation or other statutory requirements or where the change does not materially detract from the quality or performance of the Service.

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17. Intellectual property

17.1 All intellectual property rights we or our licensors hold in the Software and any material, accompanying documentation or Content we provide to you for the purpose of using the Service or in connection with the Service will remain our property or that of our licensors.

17.2 Other than as permitted by section 50B of the Copyright Designs and Patents Act 1988, you shall not:
(a) Modify, adapt, translate, reverse engineer or disassemble the Software or any material, accompanying documentation or content provided to you; or
(b) Copy, publish, re-transmit or distribute or otherwise reproduce the Software or any material, accompanying documentation or content provided to you; or
(c) Alter or remove any trade or identification mark on the Software or any material, accompanying documentation or content provided to you.

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18. Your consent

(a) By submitting your personal information to us you consent to our use of that personal information as set out in the Privacy Policy described on the Internet Strategies (UK) Ltd website (www.internetstrategiesuk.com).
(b) If we change our use of your personal information we will post the changes on our web site, so that you may be aware of the personal information we collect and how we use it at all times.
(c) We will e-mail you should we make any changes so that you may withdraw your consent to our use of your personal information in that way.
(d) Continued use of the Service will signify that you agree to any such changes in our use of your personal information.

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19. General

19.1 If any provision of this Agreement is or becomes (whether or not pursuant to any judgment or otherwise) invalid, illegal or unenforceable in any respect under the law of any UK jurisdiction:
(a) The validity, legality and enforceability under the law of that jurisdiction of any other provision; and
(b) The validity, legality and enforceability under the law of any other jurisdiction of that or any other provision, shall not be affected or impaired in any way thereby. No waiver of any right under this Agreement at any time shall affect any party's right to claim any future entitlement to the same.

19.2 You may not assign or transfer any of your rights or obligations under this Agreement without our written consent.

19.3 Any dispute, controversy, proceedings or claim of whatever nature arising out of or relating to, or breach of, this Agreement shall be governed by and this Agreement shall be construed in all respects in accordance with Scottish law and the parties agree to submit to the exclusive jurisdiction of the courts of Scotland.

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20. Notices

At the address supplied by you on the Agreement Form, or subsequently for this purpose, we will give notice to you by e-mail or by post. You may notify us by writing to us at Internet Strategies (UK) Ltd, Innovation Centre, Exploration Drive, Aberdeen, AB23 8GX.

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21. Variation

We may at any time change the Terms and Conditions of this Agreement on 30 days' notice to you. Continued use of the Service will signify that you agree to any such changes.

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22. Entire agreement

Save in the case of fraudulent misrepresentation, this Agreement contains the entire agreement and understanding between the parties and supersedes all previous written or oral agreements relating to its subject matter.

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