Brandpoint Limited: Internet Services Terms and Conditions

OVERVIEW

These Terms and Conditions relate to Brandpoint’s internet based services.

They relate specifically to the design and creation of websites, provision of website hosting services, and other internet services. They extend the Brandpoint Limited General Terms and Conditions, and shall be read in conjunction with that document. The conditions given here prevail over the General Terms and Conditions.

We reserve the right to suspend or cancel a customers’ access to any or all services provided when an account has been inappropriately used or is otherwise in breach of these Terms and Conditions.

We reserve the right to alter these Terms and Conditions from time to time. Current Terms and Conditions are available on request, or may be seen online at http://www.brandpoint.co.uk/legal.html

In using any of our services you agree to be bound by all terms and conditions. You are deemed to have accepted and agreed to these Terms and Conditions by notifying us of your intention to commence/continue with the services provided by us, or by paying or continuing to pay any invoice or regular payment.

All prices given are subject to Vat at the prevailing rate.

Brandpoint, Brandhosts, and Brandweb are trademarks of Brandpoint Limited.

 

DEFINITIONS

In this document, "you" and "your" refer to you the client and means any individual, firm, company or other party with whom we contract business.

And "we", "us" and "our" refers to Brandpoint Limited.

“the Contract” means any contract for the provision of the services howsoever made between you and us.

For the purpose of this document, the “hourly rate” unless agreed otherwise is £80 per hour.

“The Server” means the website hosting server on which websites are situated and/or email services provided.

“Services” include but are not limited to the construction and design of websites, provision of email services, provision of website hosting.

PRICING AND TERMINATION

Where we provide ongoing services we will provide you with 28 days notice of termination or of any changes to relevant prices and conditions.

Cancellation does not absolve you of any outstanding financial obligations or monies owed to us.

We may terminate the agreement to provide services to you at any time:

a. should you fail to make a due payment within 15 days of being notified that a due payment has not been made;

b. should you go into liquidation or have a receiver/administrative receiver appointed over any of your assets;

c. if you are in breach of any term of this agreement and the breach is incapable of remedy or, if the breach is remediable, it continues for a period of 15 days after written notice requiring the breach to be remedied has been given to you;

d. if, in our sole opinion, you are using our services in a way likely to damage or bring disrepute onto us and you do not immediately desist from this use on written notice from us;

e. if an event occurs and we deem it to be appropriate to terminate the service.

In the event of any of the above terminations, we reserve the right to charge you for the time spent on your project at the normal hourly rate plus a project cancellation charge of up to 50% of the remaining fees due under the contract.

In any event you or we may cancel a hosting arrangement with 28 days notice.

A website development project can be terminated at your discretion. In this event, we reserve the right to charge you for the time spent on your project at the normal hourly rate, plus a project cancellation charge of up to 50% of any remaining fees due under the contract.

Following the termination of an agreement the copyright and ownership of the services will remain ours until you have fulfilled the contractual agreement.

No refund of any payments made by you will be made where termination takes place on your instructions.

If this agreement is terminated by either party within the notice period then the full amount outstanding will become payable by you immediately.

We reserve the right to refuse or terminate any service for any reason not prohibited by law.

INDEMNIFICATION AND WARRANTY

We will take every reasonable care to ensure freedom from errors of any work undertaken for you.

Due to the nature of services provided via computer and telecommunication systems you acknowledge the fact that it is not possible to produce computer software products that are absolutely error free, and accept unconditionally that we do not warrant that a website or other software in part or entirety to be error free, or that use of it will be uninterrupted.

You use our services and facilities at your own risk: we rely and depend on third party suppliers and products to provide services, consequently we can make no warranties or representations that any service will be uninterrupted or error-free.

With any problems resulting from the malfunction of any web page, form, script, or other component, or due to the failure or cessation of the web server or service on which the pages are stored, we will make every reasonable effort to correct the problem.

If the website is hosted on a server other than our Brandhosts hosting facility, you will be liable to pay for any time or resource needed to remedy the situation.

We specifically disclaim all warranties of merchantability and fitness for a particular purpose. In no event will we be held liable to you for any direct, indirect or consequential loss or damage whatever (for example but not limited to loss of business, loss of opportunity, loss of profits).

You agree to defend, indemnify, and hold us harmless from any and all demands, liabilities, losses, costs and claims, including legal fees asserted against us and our employees and subcontractors that may arise or result from any service provided or performed or agreed to be performed or any product sold or provided by you.

You agree to indemnify us and will keep us fully indemnified against all loss, damage, costs, claims and expenses arising in any way from any service or product offered or provided via your website and marketing and support programmes and/or any breach of the terms and conditions set out in this document or associated documents.

This extends to but is not limited to the following:

a. any injury to person or property caused by any products sold or otherwise distributed in connection with your business via our services;

b. any material supplied by you infringing or allegedly infringing on the proprietary rights of a third party;

c. copyright infringement;

d. any defective products sold by you from your website.

HOSTING SERVER FAILURE

In the event of an permanent failure of our Brandhosts hosting service, we will arrange to host the website to an alternative web server.

Where a website is not hosted on our server, in the event of an failure of your hosting service, we will arrange re-hosting of the web to an alternative web server of your choice, and you will bear the full cost of this, in terms of paying for our time, and the full cost of transferring a domain name to the new host.

LIMITATION OF LIABILITY

In no event shall we be liable to you for any loss of business, contracts, profits or anticipated savings or any other indirect or consequential or economic loss whatsoever.

If we suspend the hosting or other internet services for the purpose of maintenance, improvement or repair or any other reason, or if there is any failure of or fault in the provision of the internet services for any reason not in the immediate, direct control of us or our agents, we will not be liable for any loss or damage incurred by you, whether direct or indirect (including, without limitation, loss of profit) and whether arising in contract, tort or otherwise.

In relation to links to external sites, we do not accept any responsibility for the content of such sites.

Our liability for any damages arising in contract, tort or otherwise, resulting in any way from this agreement shall be limited in aggregate over the entire period of the agreement, to the total amount paid to us by you.

TERMS RELATING TO OUR HOSTING SERVICE

Our hosting service is provided by a third party, presently PIPEX Communications UK Limited, whose own Terms and Conditions prevail over any and all in this document. It is not within our power to modify PIPEX’s Terms and Conditions, which can be downloaded for inspection from www.brandpoint.co.uk/pipexterms.pdf

Backups

Full backups are scheduled weekly. No guarantees are made of any kind, either expressed or implied, as to the integrity of these backups, which are made for server restoration purposes only.

Other than websites that we have created, it is your responsibility to maintain your own copies of your web content and information. In any event we accept no responsibility for loss of database information, customer information and records, transactions, pricing and for any website content that you or the users of your website have added or amended: it is critically important that you frequently and routinely back-up this information yourself, as this is not part of our service or responsibility.

If loss of data occurs due to an error by us, we will attempt to recover the data at no charge to you.

If data loss occurs due to your negligence in keeping your information secure, or by your actions, we will attempt to recover the data from the latest backup archive, charged at the normal hourly rate.

We strongly recommend that you arrange adequate insurance cover in respect of any loss or damage to data stored on any server

CGI scripts

Each hosting account is provided with its own CGI-bin. You may use any CGI script, other than chat room or similar scripts, without our permission. However we reserve the right to disable any script affecting normal server operation or service to our other clients. You will be given 24 hours to remove any disallowed CGI script.

Bandwidth

The standard allocation is 1 gigabyte a month, and not to exceed 20 gigabytes per year. (This is a generous allocation rarely reached by normal promotional and trading sites.) Additional bandwidth can be provided at extra cost.

Any deliberate attempt to cause damage to our or any other Internet servers will result in immediate account deactivation without prior notice. No refund is given in this case.

Content

All services provided by us may be used for lawful purposes only.

You acknowledge and accept that you bear sole responsibility for the content of all material appearing on the your website whether designed by us or by a third party, and whether hosted by us or on a third party’s server.

In particular you warrant and undertake that:

Transmission, storage, or presentation of any information, data or material in violation of any English Law is prohibited.

You will not use the server in any manner which infringes any law or regulation or which infringes the rights of any third party, nor to authorise or permit any other person to do so. This includes, but is not limited to: copyrighted material, trademark, intellectual property, material we judge to be threatening or obscene, or material protected by trade secret and other statute without proper authorisation. You agree to indemnify and hold us harmless from any claims resulting from the use of the service which damages you or any other party.

You shall not post, link to or transmit any material which is:

a. inappropriate or unlawful, threatening, abusive, malicious, defamatory, obscene, pornographic, sex-related, ‘adult’, blasphemous, profane or otherwise objectionable

b. contains a virus or other hostile computer program

c. constitutes or encourages the commission of a criminal offence

d. infringes any patent, trademark, design right, copyrighted materials including music and music downloads, or other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction worldwide.

Unacceptable content or links also include: Hacker programs; Internet relay chat; Pirated and illegal software; Proxy servers.

Any illegal or disapproved activity, spamming or hacking may result in a site being suspended without warning. A reactivation fee will be imposed where suspension is invoked.

We reserve the right without notice to remove you from our web hosting and email services for any breach of the conditions relating to inappropriate material at any time. We will be the sole arbiter as to what constitutes a violation of these provisions.

Email

We may not be used as the source, intermediary, or destination address involved in the transmission of any unsolicited email (spam), email bombs, abusive email, or any bulk email. Your email account may not be referenced as originator, intermediary, or reply-to address of such email. Bulik email is classified as any email message sent to more than 200 addresses.

Service availability

Services are subject to scheduled maintenance and upgrades, and also unscheduled outages which will impact your ability to use them. We will make every reasonable effort to advise you of planned outages, and restore the service after any unscheduled outages. We shall not, in any event, be liable for interruptions of service or server downtime.

Domain transfers

Where a domain is transferred to another host at your request, this will be subject to an administration fee. This is in addition to any external registrar’s costs that we incur which will be passed on to you. Payment is required before the domain will be released.

Data protection, security, confidentiality

In relation to information stored on our server, or routed via the server, it is solely your responsibility to meet the provisions of the Data Protection Act 1998 and any other relevant laws.

While reasonable endeavour will be made to ensure the integrity and security of information stored on the Brandhosts server, we do not guarantee that it will be free from unauthorised users or hackers, and we will not accept liability for non-receipt, non-delivery or misrouting of email or for any other failure of email.

You shall keep secure any identification, password and other confidential information relating to your website and email service, and notify us immediately of any known or suspected unauthorised use of your account or breach of security, including loss, theft or unauthorised disclosure of your password or other security information

DESIGN, CREATION AND MAINTENANCE OF CLIENT'S WEBSITES

This relates to you commissioning us to design and create a website to meet your agreed business needs, submit the design and completed website for your approval, and upload to the hosting server.

The website design fee or any outstanding part of it will be due in full on completion of the website or agreed stages. You undertake to pay us the agreed design fee promptly on approval of the completed website, or any agreed staged payments on development on the submission of the relevant invoice.

You shall not in any event unreasonably withhold approval of copy, layouts, proofs scripts or proposals. design, stage development or the completed website.

Your approvals are given subject to the conditions in our Standard Approval Terms for Advertising and Other Publicity, available on request.

You may utilise aspects of the website design in other media only with our specific permission, which shall not be unreasonably withheld.

Unless specifically agreed to the contrary you agree that we may use the published website as a reference site for our potential clients and will not unreasonably withhold permission for this.

INTELLECTUAL PROPERTY RIGHTS

Intellectual property rights in materials provided by you remain your property. Otherwise all intellectual property rights in software, design work or any other materials that we provide to you remain our property.

We will assign copyright of any graphic materials, images, photographs or other visual material to you where it is our power to grant this only when payment for website design and amendments is made. Until that point we retain copyright over all such materials.

However any such assigned copyright applies only to the use of these materials on the website created by us. Graphic materials, images, photographs or other visual material may not be used for other purposes without our specific permission.

AMENDMENTS

All amendments to this agreement, as well as any other assurances or arrangements, must be made in writing. Any agreement made on behalf of us by our representatives or agents shall only be binding if agreed in writing by us.

Each provision in this document limiting or excluding liability operates separately and the invalidity or unenforceability of any provision will not affect the validity or enforceability of any other provision.

SEVERANCE

If at any time any one or more of the provisions of these terms becomes invalid, illegal or unenforceable in any respect under any law, the validity and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

LAW APPLICABLE

These Terms and Conditions and all variations thereto shall be governed and construed in accordance with the Laws of England.

 

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Website disclaimer | General terms
Internet services terms | Copy approval terms

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Copy approval terms

Standard approval terms for advertising and other publicity

This is applicable to all material produced by Brandpoint Limited and issued or published on clients’ behalf.

Final Approvals

At Brandpoint Limited we take every reasonable care to ensure that information in your advertisement, literature, packaging, website, press release, or other material is correct. However, final responsibility for publication rests with you, the client. (In the context of these Terms, ‘Publication’ includes printing, publishing, websites, and distribution by means of paper, electronic, or other means.)

Your formal approval is required for the agency to proceed and hand over the artwork or file for publication: this being a condition of our Professional Indemnity Insurance.

In the course of final proof checking it is important to take nothing for granted, and to check everything: Phone numbers, email and website addresses etc merit particular attention.

We will not be held responsible for any undetected errors.

Any further corrections or amendments you require after ‘final approval’ will be chargeable, and this may include printers’ or other costs involved in any rectification.

As client you accept responsibility that the artwork, file or document approved complies with any applicable legislation, and that material is issued on the basis that the Agency shall not be held liable for any claims arising from its publication for whatever reason.

If your approval is given verbally rather than in writing, we will confirm this approval back to you by email, fax or letter.

 

Issue 1/February 26, 2003