All and any business undertaken by Internet Assist Ltd. is accepted subject to these terms and conditions, all of which shall be incorporated into any agreement between Internet Assist Ltd. and the Customer. Additional terms and conditions may apply to certain services provided by IA.
In the event of any conflict between these terms and conditions and any other terms and conditions, these terms and conditions shall prevail unless expressly noted in writing.
In these terms and conditions, and the Agreement, the following definitions shall apply:
- “Agreement” means the agreement that incorporates these terms and conditions, between IA and the Customer, for the provision of products or services.
- The “Customer”is any person, firm or corporation who places an order with IA for the supply of products or services.
- “Connectivity Services” means any Internet access or hosting services provided by IA including, without limitation, Web hosting, e-mail services, DNS hosting and database hosting.
- “Copy” means any materials provided by the Customer for incorporation in a Web site or for other public display including, but not limited to, any images, photographs, illustrations, graphics, audio clips, video clips or text.
- “Design/Development Services” means any services provided by IA in relation to design or development including, without limitation, Web design, visual identity development and software development.
- “IA” means Internet Assist Ltd.
In these terms and conditions, and the Agreement
- Words importing the singular shall include the plural and vice versa, words importing any gender include every gender and words importing persons include bodies corporate and unincorporate; and (in each case) vice versa;
- Any reference to a party to the Agreement includes a reference to his successors in title and permitted assigns;
- he headings to clauses are for ease of reference only and shall not affect the interpretation or construction of the Agreement or the terms and conditions.
2. Obligations of the Customer
- The Customer represents and warrants that the Customer has the power and authority to enter into and perform its obligations under the Agreement.
- The Customer agrees to indemnify, defend, and hold harmless IA, its directors, officers, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable legal fees, to the extent that such action is based upon a claim that:
- if true, would constitute a breach of any of the Customer’s representations, warranties, or agreements hereunder; or
- arises out of the negligence or wilful misconduct of the Customer; or
- any Copy provided by the Customer to IA hereunder or other material on any Web site belonging to the Customer infringes or violates any laws or rights of third parties including, without limitation, rights of publicity, rights of privacy, patents, copyrights, trademarks, database rights, trade secrets, export laws and/or licences.
- The Customer is responsible for ensuring that any Copy is provided to IA in accordance with IA’s Copy Guidelines and/or any other agreed specifications. IA reserves the right to levy additional fees for any work caused by non-compliance with this clause.
- The Customer and IA agree to keep confidential all information furnished by one party to the other where this is clearly indicated in advance.
- The Customer agrees to keep confidential any authentication details provided by IA in relation to IA’s services and takes full responsibility for any and all use of IA services by any third party that the Customer allows (intentionally or unintentionally) to access any authentication details.
4. Usage and suspension of Connectivity Services
- In addition to these and any other agreed terms and conditions, all Connectivity Services provided by IA must be used in accordance with IA’s Acceptable Usage Policy (AUP), the latest version of which will always be available at http://www.i-a.co.uk/aup.phtml.
- Failure to comply with the AUP or any agreed terms and conditions may result in immediate suspension of services, and a written undertaking by the Customer not to cause further breaches may be required before resumption of service, and
- Any further breach(es) of the AUP shall constitute Cause for termination of the Agreement by IA.
- Notwithstanding the ‘one-warning’ policy described in section 4.1, if a severe AUP violation occurs where no previous violation has taken place, this will, at IA’s sole discretion, constitute Cause for termination of the Agreement.
- IA reserves the right to change the AUP without notice.
- IA’s decision on any and all matters relating to the AUP will be final.
- In the event of early termination of the Agreement without Cause, then the Customer shall not be entitled to any return of monies paid or reduction of outstanding fees.
- Fees shall continue to accrue during any period of service suspension due to breach of the AUP or any terms or conditions by Customer.
- In the event that IA terminates the Agreement for Cause, then all outstanding fees shall immediately become due.
- In the event that the Customer terminates the Agreement for Cause, then the Customer shall be liable for all fees due up to the date of termination.
6. Limitation of liability
- IA will at all times endeavour to provide an uninterrupted and error-free service. However, IA has no obligation, duty, liability or otherwise beyond that of a duty to exercise reasonable skill or care.
- IA shall indemnify the Customer and keep the Customer fully and effectively indemnified on demand against any loss of or damage to any property or injury to or death of any person caused by any negligent act or omission or wilful misconduct of IA, its employees, agents or sub-contractors or by any defect in the design or workmanship or supply of services.
- The Customer shall indemnify IA and keep IA fully and effectively indemnified on demand against any loss of or damage to any property or injury to or death of any person caused by any negligent act or omission or wilful misconduct of the Customer, its employees, agents or sub-contractors.
- Except in respect of injury to or death of any person (for which no limit applies) the respective liability of IA and the Customer under sub-clauses 6.2 and 6.3 in respect of each event or series of connected events shall not exceed the total value of fees payable under this Agreement for the services to be supplied if the contract was performed in full.
- Notwithstanding anything else contained in these terms and conditions or the Agreement, IA shall not be liable to the Customer for loss of profits or contracts or other indirect or consequential loss whether arising from negligence, breach of contract or howsoever.
7. Payment Terms
- Unless otherwise specified, payment of all invoices shall be made in full within 28 days. Any breach of this condition shall entitle IA to terminate the Agreement without prior notice.
- All prices given by IA exclude VAT and therefore IA shall add VAT as and where appropriate at the point of invoice.
- IA reserves the right to levy a late-payment charge equivalent to five (5) per cent per annum above base rate, as defined from time to time by Barclays Bank plc.
- Recurring fees are subject to review as and when they fall due for renewal. A minimum of 28 days advance notice shall be provided of any change.
- Fees for Design/Development services are levied against achievement of milestones. All other services are invoiced in advance.
- In the case of Design/Development Services, should the development be delayed causing milestones to be missed through fault of the Customer, then IA reserves the right to levy staged payments as if the milestones had been achieved. Specifically, if the Customer fails to fulfil a specific request for Copy or other materials within a period of 30 days, then IA will have the right to levy the fee due at the next milestone. If the Customer fails to fulfil the aforementioned request within 60 days, then IA shall have the right to terminate the Agreement for Cause.
- In the case of software licenses with an agreed recurring fee, IA shall have the right to increase the fee in line with inflation as published from time to time by the Bank of England.
8. Price/Quote/Tender validity
- All prices for Design/Development Services will be estimates until both parties have agreed to a set of specifications, at which time a fixed-price quotation for the remainder of the project will be agreed,
- Tenders and quotes are valid for 30 days from the date of issue unless otherwise stated.
The Customer hereby agrees to permit IA to publish details describing services provided to the Customer by IA. On request, the Customer shall have the right to review and amend all such publicity materials.
10. Copyright ownership and licensing
- Copyright ownership of any and all design materials (for example, the graphical design of a Web site) created by IA for the Customer shall reside with IA until payment is received in full, at which point IA shall assign copyright ownership to the Customer.
- Copyright ownership of all programmatic work performed by IA for the Customer and any software developed by IA shall reside with IA. IA will however provide the Customer with a licence to use the programmatic work/software subject to certain conditions.
11. Domain Transfer
We reserve the right to charge a fee of £60 for transferring a domain name to another ISP in respect of the time taken to perform the move and administration.
Failure or neglect by IA to enforce at any time any of its rights under the Agreement will not be construed nor will be deemed to be a waiver of those rights nor in any way affect the validity of the whole or any part of the Agreement nor prejudice IA’s rights to take subsequent action.
If any provision in the Agreement or these terms and conditions is judged to be illegal or unenforceable, the remainder will not be prejudiced and will remain valid and in force.
The Agreement shall be governed by and construed in accordance with the laws of England. The English Courts shall determine any dispute that may arise between the parties concerning the Agreement and the parties hereby submit to the exclusive jurisdiction of the English Courts for such purpose.