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| 1 |
DEFINITION
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| 2 |
GENERAL |
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| 3 |
FEES AND PAYMENT |
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| 4 |
CLIENT'S OBLIGATIONS |
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| 5 |
ALTERATIONS TO THE SERVICE SPECIFICATION |
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| 6 |
REGISTRATION OF DOMAIN NAME |
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| 7 |
RENEWAL OF DOMAIN REGISTRATION |
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| 8 |
TRANSFER IN AND OUT OF A DOMAIN NAME |
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| 9 |
SERVICES |
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| 10 |
bShop |
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| 11 |
flexiSites |
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| 12 |
RankBuilder SERVICES |
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| 13 |
WebClinic |
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| 14 |
WARRANTY |
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| 15 |
INDEMNIFICATION |
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| 16 |
LIMITATION OF LIABILITY |
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| 17 |
TERMINATION |
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| 18 |
CONTINUATION OF AGREEMENT |
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| 19 |
INTELLECTUAL PROPERTY RIGHTS |
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| 20 |
FORCE MAJEURE |
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| 21 |
DATA PROTECTION |
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| 22 |
INDEPENDENT CONTRACTORS |
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| 23 |
ASSIGNMENT |
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| 24 |
SEVERABILITY |
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| 25 |
WAIVER |
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| 26 |
NOTICES |
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| 27 |
ENTIRE AGREEMENT |
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| 28 |
NO THIRD PARTIES |
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| 29 |
GOVERNING LAW AND JURISDICTION |
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| 30 |
TERMS OF TELEPHONE SERVICE |
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| 31 |
SUSPENSION AND CANCELATION OF SERVICES |
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| 32 |
COMPLAINTS PROCEDURE |
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1 DEFINITIONS |
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In this document the following words shall have the following meanings: |
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1.1 |
"Agreement" means these Terms and Conditions together with the terms of any applicable Service Specification. In the event of any conflict between these Terms and Conditions and any other document or communication, these Terms and Conditions shall prevail. |
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1.2 |
"Application" means an application for the provision of an account with Vector7 Ltd. Limited and for the written brief submitted by the Client to Vector7 Ltd. Limited. |
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1.3 |
"Client" means the organisation or person who purchases services from Vector7 Ltd. Limited. |
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1.4 |
"Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable; |
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1.5 |
"Service Specification" means a statement of work, quotation or other similar document describing the services to be provided by Vector7 Ltd. Limited. |
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1.6 |
"Vector7 Ltd. Limited or Vector7 Ltd. "means supplier; Vector7 Ltd. Limited, 109 High Street, Honiton, Devon EX14 1PE, Registered in England & Wales number 4830854 |
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1.7 |
A person who is not a party to a Contract has no rights under the Contract (Rights of Third Parties) Act 1999 to enforce any Term of these Terms and Conditions. |
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1.8 |
Clause headings are for ease of reference and do not form part of nor shall they affect the interpretation of these Terms and Conditions. |
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1.9 |
Where the context so admits or requires words denoting the singular includes the plural and vice versa and words denoting any gender include all genders. |
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1.10 |
References to each party include its permitted assigns and successors by operation of law. |
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1.11 |
"Enforceable" means these Terms and Conditions form the binding legal agreement between Vector7 Ltd. Limited and the Client..
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2 GENERAL |
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2.1 |
These Terms and Conditions shall apply to all Applications for the supply of services by Vector7 Ltd. Limited to the Client. |
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2.2 |
The Client shall notify Vector7 Ltd. immediately if the Client changes or alters the brief. All production of services shall be subject to these Terms and Conditions. No cancellation or cooling off period is provided in the event where the Client has received a visit from a Vector7 Ltd. representative. Cooling off periods of 7 working days are provided only for services purchased over the telephone, internet or fax and no visit from Vector7 Ltd. has been necessary. |
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2.3 |
Vector7 Ltd. shall use all reasonable endeavours to complete the services within estimated time frames but time shall not be of the essence in the performance of any services. |
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2.4 |
The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to these Terms and Conditions does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party's right later to enforce or to exercise it. |
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2.5 |
If any term of these Terms and Conditions is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from these Terms and Conditions and shall in no way affect the legality, validity or enforceability of the remaining terms. |
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2.6 |
These Terms and Conditions contain all the terms agreed between the parties regarding its subject matter and supersede any prior agreement, understanding or arrangement between the parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to any agreement governed by these Terms and Conditions except as expressly stated in these Terms and Conditions. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into any Agreement (unless such untrue statement was made fraudulently) and that party's only remedies shall be for breach of contract as provided in these Terms and Conditions. |
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2.7 |
The relationship of the parties is that of independent contractors dealing at arm's length. Except as otherwise stated in these Terms and Conditions, nothing in these Terms and Conditions shall constitute the parties as partners, joint ventures or co-owners, or constitute either party as the agent, employee or representative of the other, or empower either party to act for, bind or otherwise create or assume any obligation on behalf of the other, and neither party shall hold itself out as having authority to do the same. |
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2.8 |
Any valid alteration to or variation of these Terms and Conditions must be in writing and signed on behalf of each of the parties by a duly authorised officer. |
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3 FEES AND PAYMENT |
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3.1 |
The fees for the performance of the services are as set out in either a verbal or written quote. Vector7 Ltd. shall invoice the Client for the services based on the verbal or written figures. If these fees remain unpaid for a period of 30 days or more, Vector7 Ltd. reserve the right to take down any web pages relating to the client until the outstanding amount is settled. |
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3.2 |
Invoiced amounts shall be due and payable within 14 days of receipt of invoice. Vector7 Ltd. shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 5% per annum above the base rate of the Bank of England from time to time. In the event that the Client's procedures require that an invoice be submitted against a purchase order to payment, the Client shall be responsible for issuing such purchase order. |
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3.3 |
All charges are exclusive of VAT and any other applicable purchase tax, import and all other duties. Any failure by the Client to pay any fees due under these Terms and Conditions on the date specified shall be deemed to be a "material breach" of these Terms and Conditions. |
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3.4 |
Additional payments terms are only applicable to a point where the client is not in breach of any other terms specified here. In the event where clients are in breach of any terms stated here, all additional payment terms will be voided and all outstanding balances will be demanded in full. |
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3.5 |
Should the Client purchase services where subscription fees are payable by direct debit or standing order, the completed direct debit or standing order form must be returned to Vector7 Ltd. within 7 days. In the event of the Client failing to return a completed direct debit standing order mandate, Vector7 Ltd. reserves the right to withdraw offer of monthly payment and invoice for the terms of the agreement immediately. This invoice will be payable within 7 days. |
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3.6 |
Clients who pay by Credit card at time of order will not be charged the 3% admin fee. All other credit card payments will be charged 3%. By providing credit card details for purchase of any of our services you are accepting all terms and conditions of sale. |
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3.7 |
The Client accepts that any credit card details or registered payment forms may be used to charge the Client for any fees that may be applicable during the term of the agreement if the Client fails to issue payment once an invoice has been issued. The Client acknowledges that Vector7 Ltd. may do this without providing any notice. |
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3.8 |
The Client acknowledges that any remittance sent will be allocated to all overdue invoices first. The Client may not purchase any additional services without first providing remittance for outstanding liabilities.
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3.9 |
Where payment is made by submission of card details, this information will be held on a secure system for future payments. |
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4 CLIENT'S OBLIGATIONS |
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4.1 |
To enable Vector7 Ltd. to perform its obligations under this Agreement the Client shall: |
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4.1.a |
co-operate with Vector7 Ltd.; |
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4.1.b |
provide Vector7 Ltd. with any information required and requested by Vector7 Ltd.; |
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4.1.c |
adhere to all timeframes and procedures set by Vector7 Ltd. in these terms and conditions and in any correspondence from Vector7 Ltd.; |
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4.1.d |
obtain all necessary permissions and consents which may be required before the commencement of the services; and |
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4.1.e |
comply with such other requirements as may be set out in the brief or otherwise agreed between the parties. |
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4.2 |
The Client shall be liable to compensate Vector7 Ltd. for any expenses incurred by Vector7 Ltd. as a result of the Client's failure to comply with Clause 4.1. |
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4.3 |
Without prejudice to any other rights to which Vector7 Ltd. may be entitled, in the event that the Client unlawfully terminates or cancels the services agreed, the Client shall be required to pay to Vector7 Ltd. as agreed damages and not as a penalty the full amount of any third party costs to which Vector7 Ltd. has committed and in respect of cancellations on less than five working days' written notice the full amount of the services contracted for as set out in the Service Specification, and the Client agrees this is a genuine pre-estimate of the Vector7 Ltd.'s losses in such a case. For the avoidance of doubt, the Client's failure to comply with any obligations under Clause 4.1 shall be deemed to be a cancellation of the services and subject to the payment of the damages set out in this Clause. |
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4.4 |
In the event that the Client or any third party, not being a sub-contractor of Vector7 Ltd., shall omit or commit anything which prevents or delays Vector7 Ltd. from undertaking or complying with any of its obligations under this Agreement, then Vector7 Ltd. shall notify the Client as soon as possible and: |
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4.4.a |
Vector7 Ltd. shall have no liability in respect of any delay to the completion of any project; |
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4.4.b |
if applicable, the timetable for the project will be modified accordingly; |
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4.4.c |
Vector7 Ltd. shall notify the Client at the same time if it intends to make any claim for additional costs. |
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5 ALTERATIONS TO THE SERVICE SPECIFICATION |
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5.1 |
The parties may at any time mutually agree upon and execute new Service specifications. Any alterations in the scope of services to be provided under this Agreement shall be set out, which shall reflect the changed services and fees and any other terms agreed between the parties. |
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5.2 |
The Client may at any time request alterations to the Services by notice in writing to Vector7 Ltd.. On receipt of the request for alterations Vector7 Ltd. shall, within 5 working days or such other period as may be agreed between the parties, advise the Client by notice in writing of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties. |
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5.3 |
Where Vector7 Ltd. gives written notice to the Client agreeing to perform any alterations on terms different to those already agreed between the parties, the Client shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise Vector7 Ltd. by notice in writing whether or not it wishes the alterations to proceed. |
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5.4 |
Where Vector7 Ltd. gives written notice to the Client agreeing to perform alterations on terms different to those already agreed between the parties, and the Client confirms in writing that it wishes the alterations to proceed on those terms, the brief shall be amended to reflect such alterations and thereafter Vector7 Ltd. shall perform this Agreement upon the basis of such amended terms. |
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5.5 |
Vector7 Ltd. may, at it's sole discretion, employ a third party to perform the brief. |
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5.5a |
The Client may object to assignment to the third party of the Service Specification by providing written notice to Vector7 Ltd. Limited within [7] days of the notice from Vector7 Ltd.. |
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6 REGISTRATION OF DOMAIN NAME |
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6.1 |
These terms are not applicable to domain names registered as part of any other subscription based service where only use of the domain name is granted. |
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6.2 |
The client agrees that all domain names carry a minimum of twenty-four months contractual bond on payment of fees, agreed by both parties. |
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6.2.a |
The Client agrees that all domain names are registered under the property of Vector7 Ltd. Domains of a generic nature ie. a domain name that says what you do where, rather than who you are, are owned by Vector7 Ltd. Payments for the use of these domains by the client are made that they may use the domain within a marketing strategy produced by Vector7 Ltd. As experts in web marketing we link to these domains from our own client base and buy them in accordance with our own marketing knowledge. |
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6.2.b |
In the event where either party cancels services specified in Clause 9.1a, where use of domain names is granted, all intellectual property rights and ownership of domain names remain the property of Vector7 Ltd. Limited. This includes registered domain names that have been re-registered by Vector7 Ltd. Limited after the initial registration period has elapsed. The Client agrees that any re-registration fee paid by Vector7 Ltd. Limited grants Vector7 Ltd. Limited ownership rights to the domain name. The Client is only granted use of the domain name for the term of the agreement. |
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6.3 |
The Client acknowledges that the registration of the domain name will be dependent on the terms and conditions of various naming authorities/registration agents. |
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6.3.a |
The client agrees that Vector7 Ltd. is not held accountable for errors made on the part of the naming authorities/registration agents. |
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6.3.b |
The client acknowledges that s(he) cannot cancel any domain names once registered |
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6.4 |
The Client Acknowledges that s(he) will be required to pay an annual pointing fee and biennial renewal fee per domain unless the domain name is inclusive of any other paid packaged service |
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6.5 |
Should the domain name become ineffective, the client agrees that Vector7 Ltd. shall not be held responsible for the registration. However, in the event of the domain name becoming unavailable during the registration and authorisation period, Vector7 Ltd. will propose a new domain name for registration. The new domain name will not affect the present contractual agreements made and the client agrees that s(he) is still subject to the same fees and charges. |
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6.6 |
The client understands that Vector7 Ltd. Limited has the right to cancel/suspend any domain names in the event of any legal issues or disputes |
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6.7 |
Vector7 Ltd. Limited shall not be liable for any delay in activating the Domain Name on the Server nor for any cost incurred by the Client as a result of such delay and the Client's obligation to pay the fees set out in Clause 3.2 shall not be affected by any such delay. |
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6.8 |
The Client warrants that the Domain Name does not infringe any intellectual property rights of any third party, including but not limited to trade marks registered or otherwise used by any third party and the Client shall indemnify and keep Vector7 Ltd. Limited indemnified in respect of any loss, damages, costs or other expenses arising out of or in connection with any breach by the Client of this Clause. |
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6.9 |
The Client agrees, as a condition of any Agreement, to be bound by the dispute policy used from time to time by the relevant naming authority or registration agent, which policy can be found in the terms referred to in Clause 6.3 |
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6.10 |
The Client acknowledges that Vector7 Ltd. Limited shall have the right to cancel, suspend or transfer the Domain Name at any time upon receipt of a court order or arbitration award requiring such cancellation, suspension or transfer. |
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6.11 |
Country code domain names can only be registered in Restrictive countries if the relevant documentation is provided in order to perform the registration. Vector7 Ltd. Limited does not hold liability for non-registration of CCTLD's due to negligence by the Client. The Client also recognises that a refund of deposits cannot be issued if this is the case. |
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6.12 |
Where emails are being provided with the domain, the client is responsible for checking that they are regularly receiving mail. |
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7 RENEWAL OF DOMAIN REGISTRATION |
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7.1 |
These terms are not applicable to domain names registered as part of any other service where only use of the domain name is granted. |
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7.2 |
Vector7 Ltd. assures the Client that the best effort will be made to renew all domain names automatically after the twenty-four month registration period, however the Client acknowledges that Vector7 Ltd. will not be held accountable for the failure to do so. |
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7.3 |
The Client agrees that prior to the renewal of any domain names, the renewal fee will be made payable to Vector7 Ltd.. |
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7.4 |
The Client understands that s(he) will be informed about the renewal. |
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7.5 |
The Client agrees that neglect to pay any outstanding fees will defer the registration/renewal of any domain names. This action will not yield any refunds. |
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7.6 |
The Client agrees that they are to provide 30 days notice before the cancellation of any domain names. Neglect to provide this will result in the continuous renewal process of the domain registration and consequent payment. |
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7.7 |
The Client understands that Vector7 Ltd. is not responsible for any materials lost due to clients neglect to pay renewal domain registration. |
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7.8 |
As stated in clause 6.8, should the domain become ineffective, Vector7 Ltd. shall provide and register a new domain name, with no refunds given. |
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7.9 |
Clients may transfer any domain names registered in the Clients name to a different ISP if they pay the domain name release fee, have provided at least a months notice before the next renewal payment and if their account has been settled. The Client agrees that neglect to provide this notice will result in the payment of the renewal fee, outstanding balance and release fee specified on Vector7 Ltd.'s Price list. |
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8 TRANSFER IN AND OUT OF A DOMAIN NAME |
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8.1 |
The Client acknowledges that should they request Vector7 Ltd. to host an existing domain name, they are fully responsible for the transfer to the server on the day or after the start of any agreements made are responsible for any fees paid to other parties involved in connection to the transfer. In order to affect the transfer the client shall request his/her existing ISP or any other relevant third party:- |
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8.1.a |
in the case of UK TLD's to modify the IPS Tag as required by Vector7 Ltd. |
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8.1.b |
in the case of international TLD's to replace the name servers, admin, technical and billing contact with the relevant details received from Vector7 Ltd.. |
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8.2 |
Once the agreement has been cancelled or terminated, the client has the right to transfer any domain names registered in their name to a third party server except where the domain name expires and is re-registered or renewed by Vector7 Ltd. Vector7 Ltd. in this case retains domains. The transfer is dependent on a transfer form being completed and all fees on the account being settled first in full in accordance to the Price List. If as a result of a Domain name transfer out other contracted services will become ineffective then all contracted fees relating to other services must be settled in full prior to a transfer out taking place. Domain names cannot be permitted transfer out if requested within 60 days of the expiration date being due. Renewal fees must be paid before a transfer can be initiated. |
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8.3 |
The Client acknowledges that Vector7 Ltd. will not be held accountable for any obstructions in the transfer and that all fees should be paid according to the Application signed.
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8.4 |
The Client acknowledges that Vector7 Ltd. has the capability to hinder the release of any domain names, should the client be in breach of any agreements or payments.. |
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8.5 |
The Client agrees that they are fully responsible for the transfer of the website. Vector7 Ltd. will not be held accountable for the transfer of any existing sites hosted within the appropriate domain names. |
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8.6 |
The client acknowledges that there may be a release fee or full payment of contract when submitting transfer request form. This is sometimes demanded by an ISP and is not the responsibility of Vector7 Ltd.. |
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8.7 |
The client agrees that should an ISP deny the release of a domain name, Vector7 Ltd. are not held accountable and are not permitted to interfere with the ordeal. Should Vector7 Ltd. choose to intervene, the client understands that there will be a domain name-handling fee chargeable. This fee is not refundable should the transfer still be unsuccessful. |
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8.8 |
The Client agrees that services affected by the unsuccessful transfer will not be refunded. Should this occur, Vector7 Ltd. will offer a .co.uk domain name to replace the unsuccessful transfer of the previous domain name. |
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8.9 |
Domain name transfers to Vector7 Ltd., occurring within 2 months of the renewal date, will take longer than initial transfer requests. |
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| 9.SERVICES |
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9.1 |
Vector7 Ltd. shall upon receiving payment as agreed between both the client and Vector7 Ltd. |
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9.1.a |
provide a service for the relevant packages stated below:
. bshop v3.0 :bshop v3.0 Pro , bshop v3.0 Premier, bshop v3.0 Platinum, bshop features
. flexiSites : Static Website and Content Management System, flexiSite features
. RankBuilder: Internet Marketing Package and RankBuilder statistics package
. WebClinic: WebClinic 20, WebClinic 30, WebClinic 50, WebClinic Custom, WebClinic Statistics package
. CAD: Custom Application Development Service
. Web Hosting: Provision of website hosting and email services
The services listed above are subject to the Client providing the relevant information needed and follow all service procedures as highlighted here in order to complete service specification. If the client fails to provide Vector7 Ltd. with any information or fails to follow the service procedures stated in these Terms And Conditions for the completion of any of these services then Vector7 Ltd. hold the right to void all services with no refunds issued and in cases where further fees would be payable subject to delivery of service, the Client will be liable for the fees for the full contractual term.
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9.2 |
Client agrees and accepts to the working, processes and limitations of all services at time of purchase including all features and components used as part of the service. |
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9.3 |
Vector7 Ltd. reserves the right to modify the manner in which features work within any service. This may include removal of features and modification of features. |
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10 bShop |
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10.1 |
The Client understands that bshop is a service that will be started by the signing of the relevant contractual agreement. The program is a subscription based service that requires specific information from the Client in order to run the program fully. The Client understands that bshop solutions are provided on the basis of a revolving 12 month subscription service and are based around a number of individual services that are combined to provide a full working solution. The individual services provided are: |
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10.1.a |
License to use up to 2 domain names for the term of the agreement. |
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10.1.b |
Email facility for one domain name |
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10.1.c |
12-month bshop user license based on service level stated on Application. |
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10.1.d |
Basic website design service based around choosing existing templates available within the bshop and subject to all terms stated here. |
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10.1.e |
Secure website hosting facility for bshop v3.0 website with maximum 2.5GB bandwidth usage allowance. |
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10.1.f |
Telephone and email support during the working hours of 9am - 5.30pm, Monday till Friday, excluding public holidays and two weeks Christmas shut down. |
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10.2 |
Vector7 Ltd. requires all information requested for the bshop website via the bshop setup wizard. This includes website layout choice, colour scheme, website settings and website content. Vector7 Ltd. will not enter content on behalf of the Client. The setup wizard must be completed within 14 consecutive working days from the date of receiving the necessary access details from Vector7 Ltd. Limited. The neglect to provide all relevant information or data will result in the Client being invoiced for all subscription fees payable for the term of the service. |
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10.3 |
Vector7 Ltd. are aware of the difficulties that clients may have sending information via a web interface, so aid will be given voluntarily. However, the client must understand that a fee will be charged for the provision of this aid. Vector7 Ltd. Limited will make these charges clear to the Client before aid is provided. |
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10.4 |
Once the set-up wizard has been completed, the Client understands that all other information and images are to be provided as requested by Vector7 Ltd. Limited. The Client understands that once all information has been given, the design operation will begin. |
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10.5 |
The Client understands that bshop websites will be aimed to be set-up within a six working week period. Vector7 Ltd. accepts no liability for its failure to do so.. |
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10.6 |
The Client acknowledges that all standard bshop websites are designed using existing templates available to the Client. These templates are fixed in layout and as part of the design service included within the package the Client will have flexibility over the colour scheme, logo and images used on the website. The Client will not have the right to modify the layout and structure of the website without incurring additional fees. |
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10.7 |
In the event where the Client does not wish to use any of the available templates included within the bshop, the Client can opt to have a new theme designed for an additional cost, which will be priced at the time of request. This service is regarded as a Custom Application Development Service and will be provided subject to the details on the Application form. |
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10.8 |
The Client acknowledges that s(he) is notified about the location of their website and is informed about what information is required in order to make the website complete. The Client understands that any changes to the website, for example, colour/images/etc, will not warrant any extra charges. However, any re-structuring or reprogramming of features will require extra work and extra charges. |
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10.9 |
The Client is completely responsible for the design format of their website. The client agrees that they are held accountable to any future changes to the website once it has been given a location or published. |
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10.10 |
The Client acknowledges that the website is required to connect to a payment gateway for the collection of payments. An additional fee payable to the chosen payment gateway provider is necessary for the system to work. The Client acknowledges that s(he) is liable for all services with respect to payment processing on the website. Vector7 Ltd. reserves the right to remove connectivity with any third party payment service provider throughout the term of this agreement. In the event of this happening your obligations under this agreement are not affected. |
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10.11 |
The Client understands that s(he) are responsible for any modifications to the website information, using the management console. |
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10.12 |
There are monthly fees made payable to Vector7 Ltd. for such services as the maintaining of the website and renewing of the user license. The Client understands that any extra work or upgrades will result in additional charges or annual or monthly renewal fees. |
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10.13 |
The Client agrees to pay the monthly subscription fee prior to the website going live on the Internet. In situations where Client is in breach of any of the terms listed, Vector7 Ltd. reserves the right to begin the monthly subscription billing cycle at any time. This fee carries a revolving 12-month contractual bond except where Vector7 Ltd. Limited cancels the agreement. Cancellations from Clients must be received within the 12th month of each revolving 12-month term. |
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10.14 |
The client acknowledges that by cancelling the service, the client will not be able to retain a copy of the website and host it elsewhere. The Client can retain all images provided by the Client. |
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10.15 |
The Client acknowledges the bshop service operates as a content management system and therefore the client cannot have FTP access to the website at any time. |
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10.16 |
All bshop websites are provided a maximum usage limit of 2.5GB bandwidth usage every month. In the event where any website is above this limit in a particular month, additional charges are payable for the excess bandwidth used. The client will be notified of the total bandwidth usage for a particular month and will be provided with two options. |
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10.17 |
The client can choose to pay a flat rate fee of £20.00 + VAT for every 1 gigabyte above the limit for a particular month. |
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10.17.a |
The Client can choose to pay a monthly fee to increase the bandwidth limit. The charges are as follows:
Increase by 10 Gigabyte per month @ £10.00 per GB per month
Increase by 25 Gigabyte per month @ £8.00 per GB per month
Increase by 50 Gigabyte per month @ £6.00 per GB per month
All monthly bandwidth packages are payable monthly or annually and carry a minimum term of 12 months. Fees are non refundable in the event where bshop v3.0 service is terminated prior to the 12 month term finishing and may also go up after the initial 12 month term. The client will be required to choose the option they wish to proceed with within 3 working days. Failure to do so will result in additional charges being raised based on a calculation using option stated in 10.18. All invoices are payable within 7 days. Failure to do so will result in suspension of the service. |
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10.18 |
Vector7 Ltd. will supply a Customer Service Team that is readily available to offer aid to the client with regards to the bshop service. The opening times are Monday to Friday, 9.00 - 17.30 excluding public holidays and a two week office shutdown during the Christmas period. |
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10.19 |
Vector7 Ltd. Limited make no representations to maintain 100% availability of the website on the Internet and the Client acknowledges that at certain times the service may be disrupted due to unforeseen circumstances. Vector7 Ltd. limited will aim to minimise downtime but cannot guarantee 100% uptime. |
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10.20 |
Vector7 Ltd. Limited is only responsible for maintaining a connection to the relevant payment gateway used by the client and is not responsible in the event where payment processing is non functional on the website. Any work undertaken by Vector7 Ltd. Limited in respect to this kind of problem will be charged as non-contracted work. |
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10.21 |
The bshop v3.0 service is designed to provide a complete service for organisations requiring a catalogue based website with credit card or enquiry facilities. Clients purchasing the bshop v3.0 are fully aware of this and all the features available with the package at time of purchase by reviewing the feature list on all documentation provided by Vector7 Ltd. Limited. |
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10.22 |
All intellectual property rights to the websites designed and maintained by Vector7 Ltd. using the software solution provided by Vector7 Ltd. belong to Vector7 Ltd. Limited at all times including after termination of any service subscription. |
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10.23 |
Clients understand and agree that all solutions supplied by Vector7 Ltd. may involve a link exchange, system which exchanges links to other websites using the same system. Clients acknowledge that Vector7 Ltd. reserve the right to create hidden links to any website using the same software system in order to enhance the performance of all sites using the same software system. |
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10.24 |
Vector7 Ltd. Limited reserves the right to remove or change the software features within a package level at anytime with a different version. Vector7 Ltd. Limited also reserves the right to replace the entire software service with a new upgraded version. The Client is obligated to upgrade to a package offered by Vector7 Ltd. Limited in order to maintain services. The Client acknowledges and accepts that the fees payable for an upgraded version may be higher than that paid by the Client already. Refusal to upgrade can result in total withdrawal of services including removal of the website and all related services. In the event of an upgrade Vector7 Ltd. Limited will be responsible for any modifications required to be made to the Clients website to ensure compatibility with any new software features or version introduced. |
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11 FLEXI SITES |
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11.1 |
The Client understands that the FlexiSites package is a service that will be started by the signing of the relevant contractual agreement. The program is a subscription based service that requires specific information from the Client in order to run the program fully. The Client understands that FlexiSites solutions are provided on the basis of a revolving 12 month subscription service and are based around a number of individual services and software features that are combined to provide a full working solution. The individual services provided are: |
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11.1.a |
License to use up to 2 domain names for the term of the agreement. |
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11.1.b |
Email facility for one domain name. |
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11.1.c |
12-month FlexiSites user license based on service level stated on Application. |
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11.1.d |
Basic website design service based around choosing existing templates available within the FlexiSites Software and subject to all terms stated here. |
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11.1.e |
Secure website hosting facility for bshop v3.0 website with maximum 2.5GB bandwidth usage allowance. |
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11.1.f |
Telephone and email support during the working hours of 9am - 5.30pm, Monday till Friday, excluding public holidays and two weeks Christmas shut down. |
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11.2 |
Vector7 Ltd. requires all information requested for the FlexiSite website via the FlexiSite setup wizard. This includes website layout choice, colour scheme, website settings and website content. Vector7 Ltd. will not enter content on behalf of the Client. The setup wizard must be completed within 14 consecutive working days from the date of receiving the necessary access details from Vector7 Ltd. Limited. The neglect to provide all relevant information or data will result in the Client being invoiced for all subscription fees payable for the term of the service. |
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11.3 |
Vector7 Ltd. are aware of the difficulties that clients may have sending information via a web interface, so aid will be given voluntarily. However, the Client must understand that a fee will be charged for the provision of this aid. Vector7 Ltd. Limited will make these charges clear to the Client before aid is provided. |
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11.4 |
Once the set-up wizard has been completed, the Client understands that all other information and images are to be provided as requested by Vector7 Ltd. Limited. The Client understands that once all information has been given, the design operation will begin. |
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11.5 |
The Client understands that FlexiSites websites will be aimed to be set-up within a six working week period. Vector7 Ltd. accepts no liability for its failure to do so. |
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11.6 |
The Client acknowledges that all FlexiSites websites are designed using existing templates available to the Client. These templates are fixed in layout and as part of the design service included within the package the Client will have flexibility over the colour scheme, logo and images used on the website. The Client will not have the right to modify the layout and structure of the website without incurring additional fees. |
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11.7 |
In the event where the Client does not wish to use any of the available templates included within the FlexiSites set up, the Client can opt to have a new theme designed for an additional cost, which will be priced at the time of request. This service is regarded as a Custom Application Development Service and will be provided subject to the details on the Application form. |
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11.8 |
The Client acknowledges that s(he) is notified about the location of their website and is informed about what information is required in order to make the website complete. The Client understands that any changes to the website, for example, colour/images/etc, will not warrant any extra charges. However, any re-structuring or reprogramming of features will require extra work and extra charges. |
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11.9 |
The Client is completely responsible for the design format of their website. The Client agrees that they are held accountable to any future changes to the website once it has been given a location or published. |
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11.10 |
The Client understands that s(he) are responsible for any modifications to the website information, using the management console. |
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11.11 |
There are monthly fees made payable to Vector7 Ltd. for such services as the maintaining of the website and renewing of the user licence. The Client understands that any extra work or upgrades will result in additional charges or annual or monthly renewal fees. |
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11.12 |
The Client agrees to pay the monthly subscription fee prior to the website going live on the Internet. In situations where Client is in breach of any of the terms listed, Vector7 Ltd. reserves the right to begin the monthly subscription billing cycle at any time. This fee carries a revolving 12-month contractual bond except where Vector7 Ltd. Limited cancels the agreement. Cancellations from Clients must be received within the 12th month of each revolving 12-month term. |
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11.13 |
The Client acknowledges that by cancelling the service, the client will not be able to retain a copy of the website and host it elsewhere. The Client can retain all images provided by the Client. |
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11.14 |
The Client acknowledges the FlexiSites service operates as a content management system and therefore the client cannot have FTP access to the website at any time. |
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11.15 |
All FlexiSites websites are provided a maximum usage limit of 2.5GB bandwidth usage every month. In the event where any website is above this limit in a particular month, additional charges are payable for the excess bandwidth used. The client will be notified of the total bandwidth usage for a particular month and will be provided with two options. |
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11.15.a |
The client can choose to pay a flat rate fee of £20.00 + VAT for every 1 gigabyte above the limit for a particular month. |
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11.15.b |
The Client can choose to pay a monthly fee to increase the bandwidth limit. The charges are as follows:
Increase by 10 Gigabyte per month @ £10.00 per GB per month
Increase by 25 Gigabyte per month @ £8.00 per GB per month
Increase by 50 Gigabyte per month @ £6.00 per GB per month
All monthly bandwidth packages are payable monthly or annually and carry a minimum term of 12 months. Fees are non refundable in the event where FlexiSites service is terminated prior to the 12 month term finishing and may also go up after the initial 12 month term. The client will be required to choose the option they wish to proceed with within 3 working days. Failure to do so will result in additional charges being raised based on a calculation using option stated under clause 10.15a. All invoices are payable within 7 days. Failure to do so will result in suspension of the service. |
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11.16 |
Vector7 Ltd. will supply a Customer Service Team that is readily available to offer aid to the client with regards to the bshop v3.0 service. The opening times are Monday to Friday, 9.00 - 17.30 excluding public holidays and a two week office shutdown during the Christmas period. |
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11.17 |
Vector7 Ltd. Limited make no representations to maintain 100% availability of the website on the Internet and the Client acknowledges that at certain times the service may be disrupted due to unforeseen circumstances. Vector7 Ltd. Llimited will aim to minimise downtime but cannot guarantee 100% uptime. |
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11.18 |
The FlexiSites service is designed to provide a complete service for organisations requiring a non catalogue based updateable website with enquiry and survey facilities. Clients purchasing the FlexiSites are fully aware of this and all the features available with the package at time of purchase by reviewing the feature list on all documentation provided by Vector7 Ltd. Limited. |
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11.19 |
All intellectual property rights to the websites designed and maintained by Vector7 Ltd. using the software solution provided by Vector7 Ltd. belong to Vector7 Ltd. Limited at all times including after termination of any service subscription.
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11.20 |
Clients understand and agree that all solutions supplied by Vector7 Ltd. may involve a link exchange, system which exchanges links to other websites using the same system. Clients acknowledge that Vector7 Ltd. reserve the right to create hidden links to any website using the same software system in order to enhance the performance of all sites using the same software system. |
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11.21 |
Vector7 Ltd. Limited reserves the right to replace the software service at anytime with an advanced version. The Client is obligated to upgrade to a package offered by Vector7 Ltd. Limited in order to maintain services. The Client acknowledges and accepts that the fees payable for an upgraded version may be higher than that paid by the Client already. Refusal to upgrade can result in total withdrawal of services including removal of the website and all related services. In the event of an upgrade Vector7 Ltd. Limited will be responsible for any modifications required to be made to the Clients website to ensure compatibility with any new software features or version introduced. |
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12 RankBuilder SERVICES |
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12.1 |
The Client understands that the RankBuilder package is a prepaid service that requires specific information in order to run the program. The Client understands that RankBuilder packages are provided on the basis of 12 month licensed packages and are based around a number of individual services and software features that are combined to provide a full working solution. The individual services provided are: |
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12.1.a |
License to use 1 domain name for the term of the agreement. |
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12.1.b |
12-month RankBuilder user license based on service level stated on Application. |
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12.1.c |
Basic website design service based around choosing existing templates available within the RankBuilder Software and input of content for up to twenty keyword industry related keyphrases and subject to all terms stated here. |
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12.1.d |
website hosting facility for RankBuilder website with maximum 2.5GB bandwidth usage allowance. |
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12.1.e |
Telephone and email support during the working hours of 9am - 5.30pm, Monday till Friday, excluding public holidays and two weeks Christmas shut down. |
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12.2 |
The Client acknowledges that full payment of the set up fee is required before the service can be provided. |
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12.3 |
Vector7 Ltd. requires all information requested for the RankBuilder website via the RankBuilder setup wizard. This includes website layout choice, colour scheme, website settings and website content. The setup wizard must be completed within 14 consecutive working days from the date of receiving the necessary access details from Vector7 Ltd. Limited. The neglect to provide all relevant information or data will result in the Client being invoiced for all subscription fees payable for the term of the service. |
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12.4 |
Vector7 Ltd. are aware of the difficulties that clients may have sending information via a web interface, so aid will be given voluntarily. However, the Client must understand that a fee will be charged for the provision of this aid. Vector7 Ltd. Limited will make these charges clear to the Client before aid is provided. |
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12.5 |
Once the set-up wizard has been completed, the Client understands that all other information and images are to be provided as requested by Vector7 Ltd. Limited. The Client understands that once all information has been given, the design operation will begin. |
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12.6 |
The Client understands that RankBuilder websites will be aimed to be set-up within a six working week period. Vector7 Ltd. accepts no liability for its failure to do so. |
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12.7 |
The Client acknowledges that all RankBuilder websites are designed using existing templates available to the Client. These templates are fixed in layout and as part of the design service included within the package the Client will have flexibility over the colour scheme, logo and images used on the website. The Client will not have the right to modify the layout and structure of the website without incurring additional fees. |
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12.8 |
The Client acknowledges that s(he) is notified about the location of their website and is informed about what information is required in order to make the website complete. The Client understands that any changes to the website, for example, colour/images/etc, will not warrant any extra charges. However, any re-structuring or reprogramming of features will require extra work and extra charges. |
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12.9 |
The Client understands that s(he) are responsible for any modifications to the website information, using the management console provided within the RankBuilder software. |
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12.10 |
There are monthly fees made payable to Vector7 Ltd. for such services as the maintaining of the website and renewing of the user licence. The Client understands that any extra work or upgrades will result in additional charges or annual or monthly renewal fees. |
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12.11 |
The Client agrees to pay the monthly subscription fee prior to the website going live on the Internet. In situations where Client is in breach of any of the terms listed, Vector7 Ltd. reserves the right to begin the monthly subscription billing cycle at any time. This fee carries a revolving 12-month contractual bond except where Vector7 Ltd. Limited cancels the agreement. Cancellations from Clients must be received within the 12th month of each revolving 12-month term. |
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12.12 |
The Client acknowledges that by cancelling the service, the client will not be able to retain a copy of the website and host it elsewhere. The Client can retain all images provided by the Client. |
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12.13 |
The Client acknowledges the RankBuilder service operates as a content management system and therefore the client cannot have FTP access to the website at any time. |
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12.14 |
All RankBuilder websites are provided a maximum usage limit of 2.5GB bandwidth usage every month. In the event where any website is above this limit in a particular month, additional charges are payable for the excess bandwidth used. The client will be notified of the total bandwidth usage for a particular month and will be provided with two options. |
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12.14.a |
The client can choose to pay a flat rate fee of £20.00 + VAT for every 1 gigabyte above the limit for a particular month. |
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12.14.b |
The Client can choose to pay a monthly fee to increase the bandwidth limit. The charges are as follows:
Increase by 10 Gigabyte per month @ £10.00 per GB per month
Increase by 25 Gigabyte per month @ £8.00 per GB per month
Increase by 50 Gigabyte per month @ £6.00 per GB per month
All monthly bandwidth packages are payable monthly or annually and carry a minimum term of 12 months. Fees are non refundable in the event where RankBuilder service is terminated prior to the 12 month term finishing and may also go up after the initial 12 month term. The client will be required to choose the option they wish to proceed with within 3 working days. Failure to do so will result in additional charges being raised based on a calculation using option stated under clause 10.15a. All invoices are payable within 7 days. Failure to do so will result in suspension of the service. |
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12.15 |
Vector7 Ltd. will supply a Customer Service Team that is readily available to offer aid to the client with regards to the bshop v3.0 service. The opening times are Monday to Friday, 9.00 - 17.30 excluding public holidays and a two week office shutdown during the Christmas period. |
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12.16 |