Origin Digital Ltd.
These terms and conditions shall apply to the agreement between "Origin Digital Ltd" and the "Client" applying for the provision of services by Origin Digital Ltd.
These terms and conditions together with any documents expressly referred to in them, contain the entire Agreement between us relating to the subject matter covered and supersede any previous Agreements, arrangements, undertakings or proposals, written or oral between us in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions.
In agreeing to these terms and conditions, you have not relied on any representation other than those expressly stated in these terms and conditions and you agree that you shall have no remedy in respect of any misrepresentation which has not been made expressly in this Agreement.
DEFINITIONS
In this Agreement, the following expressions shall mean:-
Origin Digital Ltd, its employees, consultants or agents.
Client individual, business, partnership, company or charity obtaining or proposing to obtain goods or services from Origin Digital Ltd.
"Intellectual Property Rights" - copyrights, patents, registered and unregistered design rights, topography rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world.
"Inappropriate Material" - material that under the laws of any jurisdiction where the material can be accessed is or may be any of the following:- abusive, defamatory, harmful, libellous, malicious, obscene, pornographic, profane, threatening, unlawful, infringes any Intellectual Property Rights, constitutes or encourages a criminal offence or contains a virus, worm, trojan horse or other harmful code.
"Relevant Legislation" - such laws of England and the Client's country as relate to data protection and any laws of England and the Client's country governing Inappropriate Material.
"Services" - the services identified to be provided by Origin Digital Ltd to the Client on any letter of confirmation, quotation or other correspondence from Origin Digital Ltd to the Client.
DOMAIN NAME REGISTRATION AND TRANSFER OUT
The registration and use of the Client's domain name is subject to the terms and conditions of use applied by the relevant naming authority. Origin Digital Ltd will not be liable to any claim in respect of refusal to register a domain name.
Origin Digital Ltd normally holds domain name(s) in trust of its Client. If the Client wishes, we will transfer the domain name(s) to the Client at any time without charge, provided full payment for the service has been received by us.
We accept no liability in respect of the use by you of any domain name; any dispute between you and any other person must be resolved between the parties concerned in such dispute. If any such dispute arises, we shall be entitled, at our discretion, to suspend or cancel the hosting of the website with the disputed domain name. We shall also be entitled to make representations to the relevant naming authority but will not be obliged to take any part in any such dispute.
Should the Client request transfer out of any domain name from Origin Digital Ltd's control, then an administration fee based on the charge levied by our suppliers, plus £15, will be payable. No guarantee, warranty or liability can be given or accepted in respect of timescale or accuracy as this is reliant on third party involvement.
PAYMENT & SERVICES
Origin Digital Ltd will carry out work for Clients in accordance with their instructions, as agreed between Origin Digital Ltd and the Client.
A deposit of purchase order of the agreed initial project cost is normally required or email communicating an authority to proceed from the Client.
Origin Digital Ltd will invoice the Client on completion of the agreed work. The Client then has a period of up to 7 working days to approve our work.
Origin Digital Ltd will carry out, free of charge, minor modifications as suggested by Clients, subject to the condition that the changes suggested by the Client are not unreasonable and do not involve substantial deviation from the original contract between Origin Digital Ltd and the Client.
Non-delivery or non-performance of services by any third party shall not give the Client any right to delay any payment to Origin Digital Ltd or to make any claim whatsoever against Origin Digital Ltd.
Any additional services requested, at any time, will be charged at the current standard rates.
The Client agrees to make payment for the Services by payment of invoice within 28 days of the invoice date. All payments shall be made by cash or cheque. Payment is not accepted by credit or debit card. If any monies become overdue for payment, Origin Digital Ltd may remove, or not remove, the Client’s website from the hosting service, without prejudice to Origin Digital Ltd's rights to claim for the first monies owed, interest and costs of collection. Should the site be hosted on an external supplier's server Origin Digital Ltd reserves the right to request payment in advance to placing the website on said server without prejudice to Origin Digital Ltd's rights to claim.
If payment is not made on the due date Origin Digital Ltd shall be entitled without limiting any other rights it may have to charge interest on the outstanding amount (both before and after any judgment) at the rate of 5% above the base rate from time to time of the four major clearing banks from the due date until the outstanding amount is paid.
INDEMNITY
The Client hereby agrees fully to indemnify and keep indemnified and hold harmless Origin Digital Ltd, its employees and agents from and against any and all claims, costs, damages, losses or liability (whether civil or criminal) and expenses (including, but not limited to, legal fees) sustained or incurred by Origin Digital Ltd or any of its employees and agents directly or indirectly and any claim brought against us by a third party resulting from the provision of Services by us to you and/or your use of the Services and the Server and in any jurisdiction as a result of:-
i) the provision by Origin Digital Ltd to the Client of any Service; or
ii) any breach by the Client of any of its warranties contained in this Agreement; or
iii) any content material or required mode of operation supplied or specified by the Client for any Service; or
iv) any breach by the Client of any of its obligations in this Agreement.
The Client undertakes that it will not transmit Inappropriate Material, infringe the Intellectual Property Rights of any third party, or transmit bulk email (spamming).
The Client acknowledges that it is responsible for complying with any Relevant Legislation.
The Client acknowledges and agrees that Origin Digital Ltd is not responsible for the security of the contents of email sent or received by the Client, and that Origin Digital Ltd are not responsible for non-receipt, non-delivery or misrouting of email or any failure of the email system.
We do not guarantee that the Server will be free from unauthorised users or hackers.
Where products or services supplied by Origin Digital Ltd to a Client are supplied to Origin Digital Ltd by third parties, the Client agrees to be bound by any terms and conditions of that supplier and any licence agreements and fully indemnifies Origin Digital Ltd in every respect.
FORCE MAJEURE
Origin Digital Ltd shall bear no liability for loss, damage or delay howsoever arising caused by circumstances outside its control.
WARRANTY
Origin Digital Ltd relies on third party suppliers to provide uninterrupted Services and to the extent that Services are reliant on third parties’ products and services, Origin Digital Ltd makes no warranties or representations that any Service will be uninterrupted or error-free, due to the nature of the Services being provided by means of computer and telecommunication systems.
If a problem occurs subsequent to launch due to 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, Origin Digital Ltd will make every reasonable endeavour to correct the problem. If the failure cannot be corrected within 2 hours of labour, the Client will be liable to pay for any extra time/labour or other resource needed to correct the site. If the failure is due to our hosting companies’ failure then with the Client’s agreement we will try to arrange re-hosting of the web to an alternative web server but the Client will need to bear the full cost of this at our prevailing hourly rate and the full cost of problems with the domain name and the full cost of the new web hosting business to host the site for the Client.
As the original domain name purchase and web hosting facility was arranged through a third party without any recourse to Origin Digital Ltd on behalf of the Client, then Origin Digital Ltd, its employees, consultants and agents in no event will be liable to the Client for any direct or indirect or consequential loss or damage whatever (for example but not limited to loss of business, loss of opportunity, loss of profits). No refund by Origin Digital Ltd will therefore be due to the Client for any unused portion at the time the third parties’ services gave problems or ceased.
In no event will Origin Digital Ltd be liable to the Client for any indirect or consequential loss or damage whatever (for example but not limited to loss of business, loss of opportunity, loss of profits).
WEB DESIGN & WEB HOSTING
The Client acknowledges and accepts that it bears sole responsibility, legal and otherwise, for the content of all material appearing on the Client’s website designed or hosted by Origin Digital Ltd, or third parties.
We make no representation and give no warranty as to the accuracy or quality of information received by any person via the Server and we shall have no liability for any loss or damage to any data stored on the Server;
You shall effect and maintain adequate insurance cover in respect of any loss or damage to data stored on the Server;
You represent, undertake and warrant to us that you will use the website allocated to you only for lawful purposes. In particular, you represent, warrant and undertake to us that:
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 will you authorise or permit any other person to do so;
You will not post, link to or transmit
(a) any material which is inappropriate or unlawful, threatening, abusive, malicious, defamatory, obscene, pornographic, blasphemous, profane or otherwise objectionable in any way;
(b) any material containing a virus or other hostile computer program;
(c) any material which constitutes, or encourages the commission of a criminal offence, or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction;
You shall keep secure any identification, password and other confidential information relating to your account and shall 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;
You shall observe the procedures which we may from time to time prescribe and shall make no use of the Server which is detrimental to our other Customers;
You shall procure [?] that all mail is sent in accordance with applicable legislation (including data protection legislation) and in a secure manner;
In the case of an individual User, you warrant that you are at least 18 years of age and if the User is a company, you warrant that the Services will not be used by anyone under the age of 18 years;
Any access to other networks connected to through Origin must comply with the rules appropriate for those other networks. While we will use every reasonable endeavour to ensure the integrity and security of the Server, we do not guarantee that the Server will be free from unauthorised users or hackers and we shall be under no liability for non-receipt or misrouting of email, or for any other failure of email.
External supplier's hosting: Please refer to PAYMENT & SERVICES
LIMITATION OF LIABILITY
In no event shall we be liable to the Client for any loss of business, contracts, profits or anticipated savings or any other indirect or consequential or economic loss whatsoever.
TERMINATION
Termination of this Agreement can be effected as follows:-
a) Either party may terminate this Agreement by giving one month's notice subject to condition (b).
b) Origin Digital Ltd may terminate this Agreement at anytime by giving 7 days’ written notice to the Customer if the Customer commits any breach of this Agreement including but not limited to non-payment of any amount on the due date.
Following the termination of this Agreement, the copyright and ownership of the Services will remain that of Origin Digital Ltd until the Customer has fulfilled the contractual agreement.
No refund of any payments made by the Customer will be made by Origin Digital Ltd where termination takes place.
If this Agreement is terminated by either party within the period stated in condition (b) then the full amount outstanding will become payable by the Customer to Origin Digital Ltd forthwith.
GENERAL
Origin Digital Ltd reserve the right at anytime without notice to remove any Client from its Services, and web hosts, for breach of Inappropriate Material, or for linking to Inappropriate Material.
The Client is deemed to have accepted and agreed to these Terms and Conditions by notifying Origin Digital Ltd of their intention to commence/continue with the Services provided by Origin Digital Ltd, or by paying or continuing to pay any order, invoice or regular payment.
NOTICES
Any notice to be given by either party to the other may be sent by either email or by post to the address of the other party or such other address as such party may from time to time have communicated to the other in writing. If the notice is sent by email, it will be assumed to be received on the day, or if sent by fax shall be deemed to be served on receipt of an error free transmission report. If post mailing was used, it shall be deemed to be served three days following the date of posting
LAW
English Law shall govern this Agreement and the parties submit to the exclusive jurisdiction of the English courts.
HEADINGS
Headings are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.
END
Last Revised January 18 2003
Name & Registered Office:
Origin Digital LIMITED
GSuite 6 Burley House,
15 High Street,
Rayleigh,
Essex, SS6 7EW
Company No. 09363010
