1.2 By placing an order for the Services, you consent to us sending to you our regular newsletter. This newsletter is our primary method of communicating with you and will inform you of changes to our web site, notify you of planned outages and updates, and keep you informed about our services generally.
2. Information about us
2.1www.teamvalleyweb.co.uk is a site operated by Team Valley Printers ltd (“we”, “us” and “our”). We are registered in England and Wales under company number 7055099 and have our registered office and trading address at Unit 321h, Mayoral Way, Team Valley Trading Estate, Gateshead, NE110RT, United Kingdom. Our VAT number is 915804327.
3. Your status
3.1 By placing an order with our company, you warrant that:
3.1.1 you are legally capable of entering into binding contracts; and
3.1.2 you are at least 18 years old.
3.2 If you are acting on behalf of a company or other business, you further warrant that you personally have the authority to bind that company or business on whose behalf you are placing an order.
4. Placing an order
4.1 Information that you provide while placing an order with us must be complete and accurate. You agree that we may block access to your account or the Services we supply if we reasonably believe that the information you have supplied is inaccurate
5. How the contract is formed between you and us
5.1 Your order constitutes an offer to us to buy our Services and all orders are subject to acceptance by us. We may decline your order for the Services for any reason, in which case we will tell you so.
5.2 The Contract will relate only to those Services we have stated we will provide as part of your order. We will not be obliged to supply any other Services which may have been part of your order until such Services have been confirmed in a separate Acceptance Confirmation.
6. Our status
6.1 We may provide links on our site to the web sites of other companies, whether affiliated with us or not. We cannot give any undertaking that products or services you purchase from companies to whose web site we have provided a link on our web site will be of satisfactory quality, and any such warranties are DISCLAIMED by us absolutely. This DISCLAIMER does not affect your statutory rights against the third party seller.
7. Consumer rights
7.1 If you are buying as a consumer (i.e., not within the course of your business), ordinarily, the Consumer Protection (Distance Selling) Regulations 2000 allow you to cancel the Contract at any time within seven (7) working days, beginning on the day after you received the Acceptance Confirmation. However, by placing your order for the Services, you agree to us starting supply of those Services before the end of the seven working day cancellation period referred to here. As such, you will not have the right to cancel the Contract under the Consumer Protection (Distance Selling) Regulations 2000.
7.2 This provision does not otherwise affect your statutory rights.
8. Our limited money back guarantee
8.1 Once the Contact has been formed you may, subject to clause 8.2, only cancel the Contract in relation to the Hosting Service you have purchased (unless your Hosting Service includes the use of a dedicated hosting server in which case you may not cancel the Contract). In such cases, you may cancel at any time within thirty (30) days, beginning on the day after you received the Acceptance Confirmation. If you do so, you will receive a full refund of the price paid for the Hosting Service you have cancelled. We will refund the price you have paid to the credit card, debit card or other account you used to make that payment. No other refund will be made.
8.2 To cancel the Contract under clause 8.1, you must inform us in writing at our registered address before the end of the thirty (30) day period mentioned in clause 8.1. As part of our cancellation process, we will respond to you via email to confirm your cancellation request. You must re-confirm your cancellation request via our email or we will continue to supply the Hosting Service and your cancellation under clause 8.1 will be ineffective.
8.3 You will not have any right under clause 8.1 to cancel the Contract for the supply of any other Services other than that noted in clause 8.1. Therefore, the Services which may not be cancelled include (but are not limited to):
8.3.1 Web site design and development Services;
8.3.2 Hosting Services where you request a dedicated hosting server;
8.3.3 Domain Registration and Renewal Services; and
8.3.4 Use of SSL certificates and other ‘add on’ products.
9.1 We warrant that (subject to the other provisions of these terms and conditions) any Services purchased from us will be provided with reasonable care and skill.
9.2 We will not be liable for a breach of the warranty in clause 9.1 unless:
9.2.1 you give written notice of the breach to us; and
9.2.2 we are given a reasonable opportunity after receiving the notice of examining our provision of the Services to you.
9.3 We will not be liable for a breach of the warranty in clause 9.1 if:
9.3.1 the problem arises because you failed to follow our oral or written instructions as to the use of the Services (if there are any); or
9.3.2 you alter the Services without our written consent; or
9.3.3 the problem arises because of misuse.
9.4 Subject to clause 9.2 and clause 9.3, if we are in breach of the warranty in clause 9.1 we will, at our expense, use all reasonable commercial efforts to remedy the breach promptly or refund the price of the Services at the pro rata Contract price. This constitutes your sole and exclusive remedy for any breach of the warranty set out in clause 9.1. Notwithstanding the foregoing, we do not warrant that your use of the Services will be uninterrupted or error-free.
9.5 We reserve the right to modify the Services without notice to you provided such modification does not adversely affect your access to, or use of, the Services or detract from the overall performance of the Services. Any change which may have such adverse effect on you or may detract from the overall performance of the Services will be notified to you at least sixty (60) days prior to the change taking effect.
9.6 You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf which is not set out on our web site or otherwise confirmed in writing by us. Nothing in this clause will exclude or limit our liability to you for fraudulent misrepresentation.
10. Access to the Hosting Service
10.1 You are responsible for making all arrangements necessary for you to have access to our Hosting Services. You are also responsible for ensuring that all persons who access our Services through your Internet connection are aware of these terms and conditions (and in particular our acceptable use policy http://www.teamvalleyweb.co.uk/acceptable-use-policy.php and that they comply with them.
11. Hosting Service, service levels
11.1 We will use our reasonable endeavours to make our servers available to you as part of the Hosting Service you purchase for ninety-nine (99) per cent of each calendar month. We do not warrant access to our servers will be uninterrupted or error free but we shall use reasonable endeavours to keep downtime to a minimum. We shall make all commercially reasonable efforts to provide you with advanced notification of all scheduled and emergency outages.
11.2 Service credits are not given for any form of downtime or service unavailability.
12. IP addresses
12.1 You will have no right, title or interest in any internet protocol address (“IP address”) allocated to you, and any IP address allocated to you is allocated as part of the Hosting Service you purchased and is not portable or otherwise transferable by you in any manner whatsoever.
12.2 If an IP address is re-numbered or re-allocated by us, we shall use our reasonable endeavours to avoid any disruption to you.
12.3 You agree that you shall have no right, title or interest to any IP address upon expiry or termination of the Services, and that the acquisition by you of a new IP address following expiry or termination of the Services shall be solely your responsibility.
13. Back-up of your material and our servers
13.1 It is your responsibility to maintain appropriate and up-to-date back-up copies of any data, information or other material you upload (or permit to be uploaded) onto our servers (“Material”) as part of your use of the Hosting Services. In the event of loss of or damage to your Material, you will not be given access to the server back-up we maintain pursuant to our archiving procedure.
13.2 We will follow our archiving procedures for the data stored on our servers. In the event of any loss or damage to our servers, your sole and exclusive remedy will be for us to use reasonable commercial efforts to restore the data on our servers (including your Material) from the latest back-up we maintained in accordance with our archiving procedure. We will not be responsible for any loss, destruction, alteration or disclosure of your Material caused by you or any third party.
14. Hosting Service usage limitations
14.1 The Hosting Service package you order includes the per calendar month bandwidth allowance applicable to that hosting package set out at the time of your order. The Hosting Service you have ordered will be automatically suspended if this monthly bandwidth allowance is exceeded. If this happens, you have to upgrade your Hosting Service package to one which includes a higher monthly bandwidth allowance, or wait for the Hosting Service to resume at the start of the following calendar month.
14.2 Unless the Hosting Service package you order includes a dedicated server, you will only be allowed to use a maximum of three (3) per cent of our server’s processing capacity when using the Hosting Service package you order.
At our absolute discretion, we may allow your usage to exceed this limitation, and we will speak to you about your hosting requirements if your usage has, or may have, a detrimental effect on our other customers.
15.2 Our support team will help resolve any problems you have with the Services within 1 business day – Monday to Friday, 9.30am to 4.30pm (GMT), excluding public holidays.
16. Domain names
16.1 Where the Contract includes our Domain Registration and Renewal Service:
16.1.1 we will endeavour to procure the registration of the domain name you request;
16.1.2 we will not be liable in the event that the relevant domain name registry refuses to register the domain name you request, or subsequently suspends or revokes any registration for that domain name;
16.1.3 we shall not act as your agent or on your behalf in any dealings with domain name registry;
16.1.4 the registration of the domain name you request and its ongoing use is subject to the relevant domain name registry’s terms and conditions of use;
16.1.5 you are responsible for ensuring that you are aware of the terms referred to in clause 16.1.4 so that you can comply with them;
16.1.6 the domain name you request will only have been successfully registered when you appear as the registrant on the appropriate “whois” database of the top level domain name registrar;
16.1.7 we shall have the absolute discretion to require you to select a replacement domain name to the one you have requested to be registered, and may suspend or terminate our performance of the Domain Registration and Renewal Service, if, in our opinion, there are reasonable grounds for us to believe that your current choice of name is, or is likely to be in bad faith, breach of the provisions of these terms and conditions or any legal or regulatory requirement; and
16.1.8 you confirm and warrant that you are the owner of any trade mark in any domain name (or have the authority of the owner of any trade mark to use such name) that you have requested be registered.
16.2 You confirm and warrant that you are the legal owner of any domain name (or have the authority of the legal owner to use such domain name) supplied by you, or otherwise authorised by you, for use as a domain name in connection with any web site in relation to which the Hosting Service supplied to you is used.
16.3 Once the domain name has been successfully registered, it will need to be renewed periodically to ensure you retain your registration of it. You hereby authorise us to automatically renew the domain name for you unless you have cancelled the Domain Registration and Renewal Service in accordance with clause 19.1.1. The price for the renewal and admin fee will be charged against your account.
17. Website Content
17.1 You acknowledge that you are responsible for all the content on your website including:
17.1.1 Material you or anyone else puts on your site.
17.1.2 Ensuring that all the necessary consent and licences have been obtained.
17.2 You are expected to fully test any software we develop before the site goes live. If any bugs or errors are found after the site is live, we will endeavour to fix these issues, however additional charges may be incurred.
17.3 Your hosing contract will begin once we have finished the development and bug testing has been completed.
17.4 E-commerce Website:
17.4.1 We will not be responsible for adding products onto an e-commerce website, unless agreed before work commences on your website.
17.4.2 It is your responsibility to add and maintain any shipping and delivery costs associated with your website.
17.4.3 We will not be held responsible for any loss incurred due to incorrect information and pricing on your website.
17.5 Content Managed Websites:
17.5.1 We will not be responsible for your site breaking due to a third party plugin being installed on your CMS.
17.6 You are responsible for all usernames and passwords provided by us and must ensure they are kept confidential and secure at all times. If you suspect that they are being used in an unauthorised manner you must notify us immediately.
17.6.1 We will not be responsible for any losses or damage to your website due to unauthorised access to your site via your password.
17.7 If your hosting plan includes monthly support:
17.7.1 Updates are limited to 30 minutes a month and include amends to texts and images.
17.7.2 Any unused time will not be rolled onto the following month.
17.7.3 Updates that are likely to take longer than 30 minutes may be subject to an additional charge. You will be informed of this charge before work begins.
17.7.4 Our monthly support does not include changes to your sites layout, adding new pages, changes to the colour scheme or other significant alterations. Changes of this nature will be subject to an additional charge which you will be informed of before the work begins.
17.7.5 Any stock images required within the monthly support will be charged at cost, you will be informed of the cost before images are purchased.
17.7.6 Any upgrades required to e-commerce or content management software is not included within the monthly support contract and may be subject to an additional charge.
17.8 It will be your responsibility to maintain backups of your website should you hosts your website with a third party hosting company.
17.8.1 We will not make backups of your website when it is hosted with a third party company unless it is requested, this service will be subject to a monthly charge.
17.8.2 We will not be held responsible for any damage to files or loss of information as a result of hosting a website we built with a third party hosting company.
17.9 We will not be responsible for fixing damage caused by a third party company you hire to do work on your website. Any work carried out by us to fix a site damaged by a third party you hired will be subject to an hourly rate.
18. Intellectual property rights
18.1 You, or your licensor, retain all intellectual property rights in your Material, and you grant to us a worldwide, non-exclusive, royalty free licence to use, store and maintain your Material on our servers and publish your Material on the Internet for the purpose of providing the Hosting Service to you. You warrant that your Material does not infringe the intellectual property rights of any third party and you have the authority to grant the licence in this clause 18.1 to us. We may make such copies as may be necessary to perform our obligations, including making back-up copies of your Material.
18.2 You will defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services or of any claim or action that your Material infringes, or allegedly infringes, the intellectual property rights of a third party.
18.3 We will defend you against any claim that the Hosting Services (but not materials stored or maintained on our servers by third parties) infringe any United Kingdom intellectual property rights of a third party (other than infringements referred to in clause 18.2), and shall indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that:
18.3.1 you give prompt notice of any such claim;
18.3.2 you make no admissions or settlements without our prior written consent;
18.3.3 you provide reasonable co-operation to us in the defence and settlement of such claim, at your expense; and
18.3.4 we are given sole authority to defend or settle the claim.
18.4 In the defence or settlement of the claim, we may obtain for you the right to continue using the Hosting Services, replace or modify the Hosting Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Contract with you without liability to you (in which case we will refund to you the price you have paid on a pro-rata basis). We will have no liability to defend or indemnify you if the alleged infringement is based on:
18.4.1 a modification of the Hosting Services by anyone other than us;
18.4.3 your use of the Hosting Services after notice of the alleged or actual infringement from us or any appropriate authority.
18.5 The foregoing states your sole and exclusive rights and remedies, and our entire obligations and liability, for the infringement of any third party’s intellectual property rights by the Hosting Services.
19. Our liability
19.1 We do not monitor and will not have any liability for your Material or any other communication you transmit, or allow to be transmitted, by virtue of the Hosting Services.
19.2 Due to the public nature of the Internet, we shall not be liable for the protection of the privacy of electronic mail or any other information transferred through the Internet or via any network provider and no guarantee or representation is given that the Hosting Services will be free from hackers or unauthorised users. You shall be liable for the content of any emails transmitted by virtue of the Hosting Services, for any material you upload to, or allow to be uploaded to, our servers and for ensuring compliance at all times with all relevant legislation (including, but not limited to the Data Protection Act 1998 and all other privacy laws, regulations and guidance notes made or issued there under).
19.3 All conditions, terms, representations and warranties that are not expressly set out in these terms and conditions (or the documents referred to in them) are hereby expressly excluded.
19.4 We do not exclude or limit in any way our liability:
19.4.1 for death or personal injury caused by our negligence;
19.4.2 under section 2(3) of the Consumer Protection Act 1987;
19.4.3 for fraud or fraudulent misrepresentation; or
19.4.4 for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
19.5 We will not be responsible for the following types of losses (in each case whether direct, indirect or consequential) and whether they are caused by our negligence or otherwise:
19.5.1 loss of income or revenue;
19.5.2 loss of business;
19.5.3 loss of profits or contracts;
19.5.4 loss of anticipated savings;
19.5.5 loss of goodwill;
19.5.6 loss of software or data;
19.5.7 wasted expenditure (such as pay per click advertising costs); or
19.5.8 wasted management or office time.
19.6 Subject to clause 19.4 and clause 19.5, our maximum aggregate liability under or in connection with the performance or contemplated performance of the Contract, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed one hundred (100) per cent of the price you have paid to us for the Services during the twelve (12) months preceding the event giving rise to the liability in question. Accordingly, you are advised to acquire business interruption insurance, or other appropriate insurance, to protect you and your business in the event of interruption of the Services (in particular the Hosting Service).
20. Duration of the Services and cancellation
20.1 That part of the Contract relating to our Domain Registration and Renewal Service will commence on the date we send you our Acceptance Confirmation. It will continue until:
20.1.1 we have registered the domain name you have requested (the “Domain Name”) and you subsequently ask us not to renew the registration of your Domain Name at any time before the renewal date; or
20.1.2 we terminate the supply of our Domain Registration and Renewal Service by notice to you because:
126.96.36.199 the Domain Name is no longer available for registration;
188.8.131.52 clause 16.1.7 applies;
184.108.40.206 you are in breach of clause 16.1.8; or
220.127.116.11 of some other reason preventing the registration of the Domain Name.
20.2 If we terminate the Domain Registration and Renewal Service under clauses 18.104.22.168, 22.214.171.124 or 126.96.36.199, we will refund the price you have paid for the Domain Registration and Renewal Service to the credit card, debit card or other account you used to make the payment.
20.3 That part of the Contract relating to Services other than our Domain Registration and Renewal Service will also commence on the date we send you our Acceptance Confirmation. Unless such Services are terminated as provided in this clause 20.3, they shall continue for the minimum period of time that applies to the Service you have purchased (as these are set out on our web site and subsequently confirmed in the Acceptance Confirmation) (“Minimum Term”). After expiry of the Minimum Term, they will continue on a month to month basis until terminated:
20.3.1 by you giving to us at least thirty (30) days advance written notice. You cannot cancel any of your Services by telephone. You will not receive any refund of the price you have paid for the Services you have cancelled; or
20.3.2 by us giving to you at least thirty (30) days advanced notice in written sent to the then current email address registered against your account.
20.4 The monthly price for Services we supply under Contracts that continue on a month to month basis under clause 20.3 shall be charged monthly via standing order. Such payment will be taken on the same date of the month as on which the Services had originally commenced (“Payment Date”) unless or until you cancel the Services in accordance with clause 20.3.1. We will not provide you with a refund for a cancellation that is part-way through a billing period. Where the Payment Date does not recur in a particular month (e.g., 31 January, but there is no 31 February), you will be charged on the closest preceding date to the Payment Date (e.g., 28 February) for that month.
20.5 Without prejudice to any other right to terminate or suspend the Services we may have under these terms and conditions, we may terminate the Contract at any time by giving you thirty (30) days advance notice by emailing you at the email address registered against your account. If we cancel the Services, we will refund to you the price you have paid for the Services on a pro-rata basis for the unexpired Minimum Term.
20.6 Notwithstanding anything to the contrary in these terms and conditions, if you are in breach of an obligation of these terms and conditions we may terminate the Contract by seven (7) days notice to you and/or, at our absolute discretion, terminate or suspend without notice any individual Services we provide to you from time to time.
20.7 Expiry or termination of the Contract shall be without prejudice to any rights and liability of either of us arising in any way under that Contract as at the date of expiry or termination.
21. Goods & services
21.1 Goods or services supplied by the Company remain the Company’s property until the customer has paid for them and discharged all other debts owing to the Company.
22. Deletion of your data
22.1 If you cancel your Services, any data we hold or host in relation to the Services you have cancelled will be immediately and permanently deleted from our system. Accordingly, you are strongly advised to make appropriate copies of such data before you cancel your Services.
23. Additional terms
23.1 Additional terms and conditions may apply for our offers. If so, you will be advised of them at the relevant point.
24. Written communications
24.1 Applicable laws require that some of the information or communications we send to you should be in writing. When using our web site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our web site. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
25.1 All notices given by you to us must be sent to us via email to email@example.com. We may give notice to you at either the then current e-mail or postal address registered against your account with us.
26. Third party rights and transfer of rights and obligations
26.1 Neither you nor we intend that any term of the Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
26.2 The Contract is binding on you and us and on our respective successors and assigns.
26.3 You may not transfer, assign, charge or otherwise dispose of the Contract, or any of your rights or obligations arising under it, without our prior written consent.
26.4 We may transfer, assign, charge, sub-contract or otherwise dispose of the Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.
27. Events outside our control
27.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by events outside our reasonable control (“Force Majeure Event”).
27.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
27.2.1 misuse, alteration or interference by you or any third party of our servers or systems (including virus and hacker attacks);
27.2.2 strikes, lock-outs or other industrial action;
27.2.3 civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
27.2.4 fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
27.2.5 impossibility of the use of public or private telecommunications networks; and
27.2.6 the acts, decrees, legislation, regulations or restrictions of any government.
27.3 Our performance under the Contract will be deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.
28.1 If we fail, at any time during the Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
28.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
28.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 25.
29.1 If any of these terms and conditions or any provisions of the Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
30. Entire agreement
30.1 These terms and conditions and any document expressly referred to in them represent the entire agreement between us both in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
30.2 We each acknowledge that, in entering into the Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.
30.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these terms and conditions.
31. Our right to vary these terms and conditions
31.1 We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities.
31.2 You will be subject to the policies and terms and conditions in force at the time that you order services from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Acceptance Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven (7) working days of receipt by you of the Acceptance Confirmation).
31.3 No variation of these terms and conditions shall be valid unless it is in writing and signed on our behalf.
32. Law and jurisdiction
32.1 Contracts for the purchase of Services will be governed by English law. Any dispute arising from, or related to, such the Contract shall be subject to the exclusive jurisdiction of the courts of England and Wales. English is the language offered for the conclusion of the contract between us both.
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