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INTERPRETATION
In this Contract:
"Authorised User" means anyone the Customer allows to use the Service.
"We", "Us","Ourselves" means Mirata Ltd
"Contract" means, in order of precedence, this Service Agreement and the Order Form.
"Customer" or "Client" means the person named on the Order Form and anyone reasonably appearing to Us to be acting with that person's authority or permission.
"Helpdesk" means the e-mail / on-line helpdesk support facility provided by Mirata Ltd to handle enquiries and administration for the Service.
"Internet" means the global data network comprising interconnected networks using the TCP/IP protocol suite.
"Service" means the domain name registration service, the web hosting service, the e-mail service, and any other related or ancillary services provided by Us in conjunction therewith.
"Account" means to the combination of services and users related to one customer organisation.
"Customer Administrator" means the single user per account who has authority to access the administration functions, order, amend or cancel services.
2. DURATION & PAYMENT
2.1 This Contract begins on the date that the Customer signs (or agrees verbally) the contract and will continue for a period of 12 months, or until terminated in accordance with this Contract.
2.2 Unless otherwise agreed, invoices relating to web design, web development and web projects, require a 60% down payment with the balance (40%) being payable on completion (or go-live date) of the project. Invoices relating to the registration of domains or installation of any hosting should be paid in full in advance.
2.3 Invoices not paid within 30 days will incur a 10% handling charge to cover delayed payment. Contracts are payable monthly in advance by Direct Debit / BACS or Yearly in advance.
2.4 Prices are shown in UK Sterling unless otherwise stated. All prices throughout our web site(s) exclude VAT unless otherwise stated. VAT is charged at the current UK rate (VAT Registration No. GB 936 2858 89).
3. PROVISION OF THE SERVICE
3.1 We will provide the Customer with the Service on the terms of this Contract.
3.2 We will use reasonable endeavors to provide the Service by any date agreed with the Customer but all dates are estimates and we have no liability for any failure to meet any date.
3.3 We will provide the Service with the reasonable skill and care of a competent provider of services which are the same or similar to the Services.
3.4 It is technically impracticable to provide a fault free Service and we do not undertake to do so.
3.5 We will however use our best efforts to procure the repair any reported faults as soon as it reasonably can.
3.6 Occasionally we may: (a) change the technical specification of the Service; (b) suspend the Service for operational reasons such as repair, maintenance or improvement of the Service or because of an emergency.
3.7 The Customer is responsible for providing suitable computer hardware, software and telecommunications equipment and services necessary to access and use the Service. This Contract does not include the provision of telecommunications services necessary to connect to the Service or to obtain access to the Internet.
3.8 The Customer is responsible for the acts and omissions of all Authorised Users in connection with the Service and is liable for any failure by any Authorised User to perform or observe the terms and conditions of this Contract.
3.9 If you want to contact us about any of our services or any issue related to a service, there are a number of ways you can do so. Full details of how you can contact us are shown on our website. Every contact you make with us, is logged on our system so that we can respond to you in the most appropriate way. Our response times vary according to the nature of your enquiry, however we aim to respond within at least 24 hours.
4. SECURITY
4.1 The Customer is responsible for the security and proper use of all user names and passwords used in connection with the Service (including changing passwords on a regular basis) and must take all necessary steps to ensure that they are kept confidential, secure, used properly and not disclosed to unauthorised people.
4.2 The Customer must immediately inform us if there is any reason to believe that a user name or password has or is likely to become known to someone not authorised to use it or is being or is likely to be used in an unauthorised way.
4.3 We reserve the right to suspend user name and password access to the Service if at any time we consider that there is or is likely to be a breach of security.
4.4 We reserves the right (at our sole discretion) to require the Customer to change any or all of the passwords used by the Customer in connection with the Service
4.5 The Customer must immediately inform us of any changes to the information the Customer supplied when registering for the Service.
5. ACCEPTABLE USE OF THE SERVICE
5.1 The Service must not be used by the Customer or any Authorised User:
(a) fraudulently, in connection with a criminal offence, or otherwise unlawfully;
(b) to send, receive, upload, download, use or re-use any information or material which is illegal, offensive, abusive, libellous, indecent, defamatory, obscene or menacing, or in breach of confidence, copyright, trademark, service mark, patent, privacy or any other rights;
(c) to cause annoyance, inconvenience or needless anxiety;
(d) to transmit knowingly or recklessly any electronic material (including viruses) through the Service which shall cause or is likely to cause detriment or harm, in any degree, to computer systems owned by Us or other Internet users;
(e) to store adult or pornographic material;
(f) to store warez, hacking tools or reverse engineering tools or advice;
(g) to send or provide unsolicited advertising or promotional material or to receive responses to any unsolicited advertising or promotional material sent or provided using the Service by any third party;
5.2 The Customer must not use a user name or alias which infringes the rights of any person in a corresponding trade mark or name. We reserves the right to require the Customer to select a replacement user name or alias and may either refuse to provide or may suspend Service if, in Our opinion, there are reasonable grounds for Us to believe that the user name or alias is, or is likely to be, used for a dishonest purpose, offensive, abusive, defamatory, obscene, or in violation of any person's intellectual property or similar rights.
5.3 If the Customer, an Authorised User or anyone else, with or without the Customer's knowledge or approval, uses the Service in contravention of paragraphs 5.1 and 5.2 We may treat the contravention as a material breach of this Contract which cannot be remedied for the purposes of paragraph 13.
5.4 Support Contracts are provided in a flexible way such that organisations have ownership of the support mechanisms as well as the benefit of hassle free development. In the interests of fair-usage (and because the level of service is negotiable), we reserve the right to review or suspend specific elements within any of our Support contracts.
5.5 Support Packages are provided to help clients access very specific pre-booked support. In the interests of fair-usage, we reserve the right to review or suspend specific elements within any of our Support Packages.
6. BANDWIDTH
6.1 In any one month period the Service must not consume more than 5GB bandwidth unless by prior arrangement with Us. Exceeding your bandwidth may result in increased charges.
6.2 If the Customer, an Authorised User or anyone else, with or without the Customer's knowledge or approval, uses the Service in contravention of 6.1 We may treat the contravention as a material breach of this Contract which cannot be remedied for the purposes of paragraph 13.
7. INTERNET
7.1 The Service does not provide or include access to the Internet. The Customer's use of the Internet is solely at the Customer's risk and subject to all applicable laws, and We have no responsibility for any information, software, services or other materials accessed or obtained by the Customer using the Internet.
8. INDEMNIFICATION
8.1 The Customer hereby agrees to indemnify and to hold Us harmless from and against any claim brought by a third party resulting from the use of the Service or by the Customer and in respect of all losses, costs, actions, proceedings, claims, damages, expenses (including reasonable legal costs and expenses), or liabilities, whatsoever suffered or incurred by Us in consequence of the Customer's breach or non-observance of the Contract.
8.2 The Customer shall defend and pay all costs, damages, awards, fees (including any reasonable legal fees) and judgements awarded against Us arising from the above claims and shall provide Us with notice of such claims, full authority to defend, compromise or settle such claims and reasonable assistance necessary to defend such claims, at the Customer's sole expense.
8.3 This paragraph 8 shall remain in effect for three years after the termination of this Contract.
9. CONFIDENTIALITY
9.1 We will keep in confidence any information provided to us by the Customer when registering for the Service or otherwise under this Contract and will not disclose that information to any person without the Customer's consent.
9.2 This paragraph 9 will remain in effect for 2 years after the termination of this Contract.
10. LIMITATION OF LIABILITY
10.1 We are not liable to the Customer, either in contract, tort (including negligence) or otherwise for direct or indirect loss of profits, business or anticipated savings, nor for any indirect or consequential loss or damage or for any destruction of data.
10.2 Our liability to the Customer in contract, tort (including negligence) or otherwise in relation to this Contract is limited to amount paid by the Customer for Service in any twelve month period.
10.3 We exclude all liability of any kind in respect of any material on the Internet which can be accessed using the Service and is not responsible in any way for any goods (including software) or services provided by third parties advertised, sold or otherwise made available by means of the Service or on the Internet.
10.4 We are not liable to the Customer either in contract, tort (including negligence) or otherwise for the acts or omissions of other providers of telecommunications or Internet services (including domain name registration authorities) or for faults in or failures of their equipment.
10.5 Each provision of this Contract, excluding or limiting liability, operates separately. If any part is held by a court to be unreasonable or inapplicable, the other parts shall continue to apply.
11. MATTERS BEYOND REASONABLE CONTROL
11.1 If we are unable to perform any obligation under this Contract because of a matter beyond our reasonable control such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving its employees), or acts of local or central Government or other competent authorities, or events beyond the reasonable control of its suppliers, it will have no liability for that failure to perform.
12. DOMAIN NAMES
12.1 The Customer confirms and warrants that it is the owner of, or that the Customer has been and is duly authorised by the owner to use, any trade mark or name requested or allocated as its Name.
12.2 We accept no responsibility in respect of the use of a domain name by the Customer and any dispute between the Customer and any other individual or organisation regarding a domain name must be resolved between the parties concerned and we will take no part in any such dispute.
12.3 We reserves the right, on becoming aware of such a dispute concerning a domain name, at its sole discretion and without giving any reason, to either suspend or cancel the relevant service associated with the domain name, and/or to make such representations to the relevant naming authority as it deems appropriate. No refund in respect of registration fees or management services will be given.
13. TERMINATION OF THIS CONTRACT BY NOTICE
13.1 Either party may terminate this Contract on 30 days' notice to the other, without prejudice to any rights that may have accrued before termination. Upon termination (for whatever reason), we may re-allocate any user names and aliases associated with the terminated Service.
13.2 We may terminate our contract with you and the provision of the Service(s) at any time by written notice if you are in material breach of any of these terms and conditions including, without limitation, as a result of your failure to make payments of the Fees on the due date, your failure to comply with the policies applicable to your use of the Service(s), or if your use of the Service(s) is in breach of legal requirements or the requirements for acceptable use set out in these terms and conditions and the relevant policies applicable to the Service(s). If we terminate the contract in these circumstances, we shall be entitled to retain any Fees paid in advance by you.
13.3 If the Customer wishes to terminate this agreement for any reason other than as a result of specific changes in these Terms & Conditions prior to the end of the Initial Term or Renewed Term (whichever is applicable), We shall not refund to the Customer any fees paid in advance of such termination, and the client may be required to pay 100% of any remaining charges.
13.4 If We terminate this agreement or if the Customer terminates this agreement as a result of specific changes in the Terms and Conditions contained herein, which should be identified in writing, We shall refund to the Customer the pro-rata portion of the Pre-paid hosting fees attributable to Services not yet rendered as of the Termination Date. Fees already incurred for setting up the Service and bespoke development work will not be refunded to the Customer.
13.5 Monthly contracts are specifically designed to avoid large capital costs, defaulting on, or terminating a regular contract payment may mean that any development or support work done prior to default, will be charged at the normal project cost. In the case of early termination, all services will be immediately suspended pending a review of the client project costs incurred to date.
13.6 On the rare occasion that a client should wish to end their service with us, and transfer to a new host, all web site content and associated data (subject to any outstanding payments) will be returned to the account holder on appropriate portable media such as CDRW or DVD. Any associated domain names owned by the client, will be transferred to the new host on receipt of an appropriate TAG from the client. In the absence of a replacement TAG, or should a transfer not be requested, domain names will we pointed to www.mirata.ltd.uk until they lapse.
14. CHANGES TO THIS CONTRACT
14.1 We can change the Conditions of this Contract at any time on 30 days' notice to the Customer.
14.2 Its is the customers responsibility to check updated versions of this contract via this web site.
15. ASSIGNMENT
15.1 Either party may assign or transfer any of its rights or obligations under this Contract, without the written consent of the other.
16. ENTIRE AGREEMENT
16.1 This Contract contains the whole agreement between the parties and supersedes all previous written or oral agreements relating to its subject matter.
17. NOTICES
17.1 Notices given under this Contract may be delivered on-line or by e-mail. Additionally, we may publish notices to the Customer via our website; notices will be deemed effective on the date of publication, or otherwise as notified to the Customer. A notice from us which is sent by e-mail to the Customer's e-mail address will be deemed effective 3 days after the date it is sent. A notice from the Customer to Us will be deemed effective when received by us at the e-mail address notified by Us to the Customer.
18. DATA PROTECTION CONSENT
18.1 By accepting the terms and conditions of this Contract, the Customer grants Us and its agents processing data on our behalf, permission, in accordance with the Data Protection Acts 1984 and 1998, to send the Customer unsolicited advertising and promotional material pertaining to other products and services and to third-party products and services selected by Ourselves.
18.2 The Customer may revoke permission to Ourselves and its agents to send the Customer unsolicited advertising and promotional material pertaining either to other Our products and services or to third party products and services, or both, by notifying Ourselves by e-mail of said revocation.
19. LAW
19.1 This Contract is governed by the law of England, and the Customer submits to the exclusive jurisdiction of the Courts of England.
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