1 ”The Provider”: The Online Consultancy of Prestwick Park, Newcastle upon Tyne, NE20 9TU, United Kingdom.
2 “The Customer”:
(A) The Provider is engaged in the business of designing, developing and creating websites and a selection of online services for Customers.
(B) The Customer wishes to engage the Provider to provide certain website design, development and creation services, search engine optimisation as well as hosting and email forwarding services and the Provider agrees to accept the engagement subject to the terms and conditions of this Agreement.
3 “The Developer” as designated by the Provider to develop websites and creation services as well as SEO, hosting and mail forwarding services and any other online services agreed by the Provider with The Developer & The Customer
2 Definitions * ‘Development Fee’ means the fee for the development of the Website.
* ‘Services’ means the website design, search engine optimisation, hosting, email forwarding and other services to be provided by the Developer at such times and at such locations as shall be agreed between the Provider and/or Developer and the Customer.
* ‘Services Fee’ means the fee for the Services.
* ‘SPAM’ means sending messages indiscriminately to multiple mailing lists, individuals, or newsgroups and/or sending unsolicited mail promoting a website or service hosted on the Developer’s servers.
* ‘Website’ means website comprising all pages described.
* ‘Website Specification’ means the specification “The Provider”: The Online Consultancy of 2 Roadside Cottages, Prestwick, Newcastle upon Tyne, NE20 9TU, United Kingdom.
3 Domain Name Registration
3.1. We make no representation that the domain name You wish to register is capable of being registered by or for You or that it will be registered in Your name. You should therefore not assume registration of Your requested domain name(s) until You have been notified that it has or they have been registered. Any action taken by You before such notification is at Your risk.
3.2. The registration and use of your domain name is subject to the terms and conditions of use applied by the relevant Registry; You shall ensure that You are aware of those terms and conditions and that You comply with them.
3.2.1. By registering a .uk domain name, You enter into a contract of registration with Nominet UK on the terms and conditions published at nominet.org.uk.
3.3. You shall have no right to bring any claim against Us in respect of any refusal to register a domain name by the relevant registration authority.
3.4. Any administration charge paid by You to Us shall be non-refundable notwithstanding refusal by the Registry to register Your desired name.
3.5. We shall have no liability in respect of the use by You of any domain name; any dispute between You and any other person must be resolved between the parties concerned in such dispute. If any such dispute arises, We shall be entitled, at our discretion and without giving any reason, to withhold, suspend or cancel the domain name. We shall also be entitled to make representations to the relevant Registry but will not be obliged to take part in any such dispute.
3.6. We shall not release any domain to another provider unless full payment for that domain has been received by Us, this will be, but not limited to £20.00.
3.7. Complaints Procedure; if you should have any complaint or concern regarding your domain please contact a Director The Online Consultancy and escalate your complaint or concern. If you are still unhappy that your complaint has not been dealt with you may contact Nominet (in the case of UK domains) at:
Edmund Halley Road
Oxford Science Park
Fax: 01865 332288
Telephone: 01865 332244
4 Network Connectivity & Bandwidth
The bandwidth (data transfer) available free on your Standard Hosting account each month is 5,000mb. Advanced Hosting accounts have capacity each month is 50,000mb
4.1. We will provide a means to monitor the data transfer usage of the Server. You accept that if the Server exceeds its data transfer quota in any billing period, We will charge You for the additional data transfer at our standard rate.
4.2. Any access to other networks through the Services must comply with the rules appropriate for those other networks.
4.3. We may assign to the Server on a temporary basis a number of Internet Protocol Addresses (‘IP Addresses’) from the address space assigned to Us by the RIPE. You acknowledge that the IP Addresses are the sole property of our Associate Partners, and are assigned to You as part of the Services, and agree that You will have no right to IP Addresses upon termination of this Agreement. We reserve the right to change the IP Address assignments at any time.
4.4. We make no representation and give no warranty as to the accuracy or quality of information received by any person via the Services.
5 Fees and Charges
5.1 In the case where the Development Fee is over £500.00, 50% of the Fee will be due with the order and 50% will be due on completion of the Website or Service, the due date. The Developer reserves the right not to publish the Website to the Web until payment is received in full.
5.2 All charges payable by You for the Services shall be in accordance with the scale of charges and rates published from time to time by Us on our web site, errors and omissions excepted and shall be due and payable in advance of provision of the Services.
5.3 We reserve the right to change pricing at any time although all pricing is guaranteed for the period of pre payment.
5.4 Payment for ongoing services such as Hosting, is due each anniversary year following the date the Services were established unless closure notice is given.
5.5 All payments must be in UK Pounds Sterling.
5.6 If Your cheque is returned by the bank as unpaid for any reason, You will be liable for a ‘returned cheque’ charge of £25.00.
5.7 Without prejudice to our other rights and remedies under this Agreement, if any sum payable is not paid on or within 7 days after the renewal date, we shall be entitled but not obliged forthwith to suspend the provision of Services to You.
Reinstatement of the Services after a period of suspension will be subject but not limited to a service charge of £20.00.
5.8 The Fee shall be exclusive of value added tax for which the Customer shall be additionally liable and may be varied if the Customer’s requirements change at any time during the performance of this Agreement.
5.9 All fees for the Services are non-refundable and non-creditable.
5.10 If the Fee is not received by the due date, the Developer reserves the right to charge interest at the rate of 4% per annum above the base lending rate of Barclays bank from time to time in force from the due date until the date of payment.
6 Intellectual Property Rights
6.1 The Customer acknowledges that any and all of the copyright, trade marks, trade names, patents and other intellectual property rights created, developed, subsisting or used in or in connection with the development of the Website and all rights in any core files created or developed by the Developer in connection with the development of the Website are and shall remain the sole property of the Developer and the Developer hereby grants to the Customer a non-exclusive right to use all such rights in accordance with the Website Specification. The Customer shall not at any time after the completion, expiry or termination of this Agreement in any way question or dispute the ownership by the Developer thereof.
6.2 In the event that new inventions, designs or processes evolve in the performance of or as a result of this Agreement, the Customer acknowledges that the same shall be the property of the The Online Consultancy unless otherwise agreed in writing by the Director.
6.3 The Customer shall indemnify the Provider or nominated Developer fully against all liabilities, costs, damage, damages and expenses which the Developer may incur as a result or work done in accordance with the Customer’s instructions in the development of the Website which infringe any copyright, trade mark or other intellectual property right (including but not limited to framing or linking to third party websites and/or third party proprietary material) of any third party.
7 Warranties and Liability
7.1 The Provider & Developer warrants that the services provided under this Agreement will be provided with reasonable care and skill.
7.2 Save as expressly provided in clause 6.1, the Provider & Developer shall not be liable by reason of any representation (other than fraudulent representations), or any implied warranty, condition or other term or any duty at common law or under the express terms of this Agreement for any indirect, special or consequential loss or damage (whether loss of profit, contracts, business or goodwill or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Provider or Developer, its employees or agents or otherwise) which arise out of or in connection with this Agreement.
7.3 Proofs of all work may be submitted for Customer’s approval and neither the Provider nor Developer shall incur no liability for any errors not corrected and communicated by the Customer in proofs so submitted. Any alterations suggested by the Customer and additional proofs necessitated thereby may result in additional charges.
8 Confidential Information
8.1 All information, drawings, specifications, documents, contracts, design material and all other data which the Provider or Developer may have imparted and may from time to time impart to the Customer relating to its know-how, business, clients, prices, services, software, the Website, contracts (including this Agreement), website design, architecture and content is proprietary and confidential.
8.2 The Customer hereby agrees that it will use such confidential information and all other data solely for the purposes of this Agreement and that it will not at any time during or any time after the completion, expiry or termination of this Agreement use or disclose the same whether directly or indirectly, to any third party without the Provider or Developer’s prior written consent.
8.3 The Customer further agrees that it will not itself or through any subsidiary or agent, use, sell, license, sub-license, create, develop or otherwise deal in any confidential information supplied to it by the Provider and Developer or obtained pursuant to this Agreement.
8.4 The Provider and Developer agrees to keep Customer information confidential and stored securely.
9.1 The Provider or Developer may terminate this Agreement at any time by giving not less than thirty (30) days prior written notice to the Customer.
9.2 Either party may by notice in writing immediately terminate this Agreement if the other shall:
9.2.1 be in breach of any of the terms of this Agreement which, in the case of a breach capable of remedy, shall not have been remedied within 21 days of receipt of a written notice specifying the breach and requiring its remedy
9.2.2 be unable to pay its debts or enter into compulsory or voluntary liquidation or compounds with or convenes a meeting of its creditors or has a receiver or manager appointed or (being an individual or firm) becomes bankrupt or ceases for any reason to carry on business or takes or suffers any similar action.
9.3 Within seven (7) days of the date of termination of this Agreement for whatever reason, the Customer will return or destroy (as the Provider or Developer will instruct) hard copy forms of the Website, the Developer’s designs, graphics and all audio-visual and hard copy material and data relating to the Website and purge all magnetic media forms of the Website and all software and related materials and provide the Provider and Developer with a certificate certifying that the original and all copies of such material (in whole or in part), in any form of media have been so returned or destroyed and/or purged as the case may be and permit the Provider or Developer’s personnel or agents to collect, destroy or purge the same.
9.4 Termination of this Agreement shall be without prejudice to any accrued rights of either party.
9.5 No refunds will be made under any circumstances for Services suspended in accordance with 9.2.
9.6 Without prejudice to Our other rights and remedies, We may at Our sole discretion suspend the provision of the whole or any part of the Services (temporarily or permanently) and will have no liability to provide the Services on the occurrence of any of the following events:
9.6.1 Notified or unscheduled upgrade or maintenance of Our IT systems.
9.6.2 Issue by any competent authority of an order which is binding on Us which affects the Services.
9.6.3 We deem at our sole discretion that the network or system resources used by You in relation to the Services warrants suspension to protect the services provided by Us to all or any of Our other customers.
9.6.4 We reserve the right to suspend the Services and/or terminate this Agreement at any time. In the event of this You will be entitled to a pro rata refund based upon the remaining period of prepayment.
9.5.5 You may cancel the Services at any time. To do so You must request cancellation of the Services in writing. We will cancel the Services within 2 working days of receipt of Your request.
9.6 During the first 7 days of Services, You are entitled to a refund of the Fee should You decide to cancel the Services. No full refunds or pro rata refunds will be made after the first 7 days of service should You decide to cancel the Services.
9.6.1 Domain name registration fees, charges for additional data transfer and charges for optional extras added to Your account are not refundable under any circumstances.
9.6.2 You will not be entitled to a refund on this basis if You have previously held an account with the provider
9.7 Where payment has been made by credit or debit card, any refund will only be issued to the same credit or debit card.
9.8 On termination of this Agreement or suspension of the Services We shall be entitled immediately to stop access to the Server.
10 Force Majeure
None of the parties to this Agreement shall be responsible to the other party for any delay in performance or non-performance due to any causes beyond the reasonable control of the parties hereto (‘Event of Force Majeure’), but the affected party shall promptly upon the occurrence of any such cause so inform the other party in writing, stating that such cause has delayed or prevented its performance hereunder and thereafter such party shall take all action within its power to comply with the terms of this Agreement.
10.2 In the event that the Event of Force Majeure shall continue for a continuous period of 2 months, then the party not in default shall be entitled to terminate this Agreement. Neither party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
11.1 Any notice required by this Agreement to be given by either party to the other shall be in writing and shall be delivered or sent by first class post or by facsimile transmission to the address of the other party set out in this Agreement (or to such other address as may have been notified) and any such notice shall be deemed to have been served, if delivered, at the time of delivery, if sent by post 48 hours after posting and if sent by facsimile, 1 hour after transmission.
12.1 The waiver by either party of a breach or default of any provision of this Agreement by the other shall not be construed as a waiver of any succeeding breach of the same or other provisions of this Agreement.
13.1 The Customer shall not assign, sub-contract or otherwise transfer this Agreement without the prior written consent of the Developer, which consent shall not be unreasonably withheld. For the avoidance of doubt, the provisions of this clause shall not apply to the Developer.
14 Entire Agreement
14.1 This Agreement sets out the entire agreement of the parties and supersedes all prior agreements and understandings relating to its subject matter. This provision shall not apply in the case of fraud.
15 Law and Jurisdiction
15.1 This Agreement shall be governed by English law and the parties shall submit to the exclusive jurisdiction of the English Courts. Signed by the parties on the date set out at the head of this Agreement.
The Online Consultancy of 2 Roadside Cottages, Prestwick, Newcastle upon Tyne, NE20 9TU, United Kingdom.
The Online Consultancy is located at 2 Roadside Cottages, Prestwick, Newcastle upon Tyne, United Kingdom. The Online Consultancy respects your privacy. Your personal data is protected in the UK by the Data Protection Act 1998. Under the Data Protection Act, we have a legal duty to protect any information we collect from you. Any information that you give us is held with the utmost care and security. It will not be used in ways to which you have not consented. We do not and will not pass on your details to any third party or government department unless you give us permission to do so.
Use of Information
We will not collect any information about individuals, except where it is specifically and knowingly provided by them through the completion of enquiry forms or email. Examples of such information include: Name, Address, Telephone number, Email address, Country of abode.
The information collected may be used to send you the information you have requested and to help us develop our website to be more useful to you.
On occasion we may use any information that you supply for direct marketing purposes or to inform you of news and special offers that we think may be of interest to you. If you wish to opt out of the receipt of direct marketing information you may do so by Contacting Us email@example.com with a subject line of “Opt-Out of Direct Marketing”.
Links to Other Sites
We may on occasion provide links to external websites. Whilst we make every effort to provide you with links to high quality, reputable sites, the contents of these sites are not under our control. When you click through to these sites you leave the area controlled by The Online Consultancy. We cannot therefore accept responsibility for any issues arising in connection with either their use of your data, the site content or the services offered to our users by these sites.