We’ll always do our best to fulfil your needs and meet your expectations, but it’s important to have things written down so that we both know what’s what, who should do what and when, and what will happen if something goes wrong. In this contract you won’t find any complicated legal terms or long passages of unreadable text.
We’ve no desire to trick you into agreeing to something that you might later regret. What we do want is what’s best for both parties, now and in the future.So in short;(“You”) are hiring us Up North Web Design (“We or Us”) to:
Design and develop a web site
For the estimated total price of £0 - Of course it’s a little more complicated, but we’ll get to that.
What do both parties agree to?
You have the authority to enter into this contract on behalf of yourself, your company or your organisation.
You’ll give us the assets and information we tell you we need to complete the project.
You’ll do this when we ask and provide it in the formats we ask for.
You’ll review our work, provide feedback and approval in a timely manner too. Deadlines work two ways, so you’ll also be bound by dates we set together or 30 days maximum.
You also agree to stick to the payment schedule set out at the end of this contract.
We have the experience and ability to do everything we’ve agreed with you and we’ll do it all in a professional and timely manner. We’ll endeavour to meet every deadline that’s set and on top of that we'll maintain the confidentiality of everything you give us. Getting down to the nitty gritty
We create designs that adapt to the capabilities of many devices and screen sizes. We create them iteratively and use predominantly HTML and CSS so we won’t waste time mocking up every template as a static visual. We may use visuals to indicate a creative direction (colour, texture and typography.) We call that ‘atmosphere.’ You’ll have plenty of opportunities to review our work and provide feedback. We’ll either share a Dropbox, Google Drive folder, Cloud Software or development site with you and we’ll have regular, possibly daily contact by our support centre - This ensures a log of everything is kept should you need to refer to it. If—at any stage—you change your mind about what you want delivered or aren’t happy with the direction our work is taking, you’ll pay us in full for the time we’ve spent working until that point and may terminate this contract.
Unless agreed separately, we’re not responsible for inputting text or images into your content management system or creating every page on your website. We provide professional copywriting and editing services, so if you’d like us to create new content or input content for you, we’ll provide a separate estimate.
Graphics and photographs
You should supply graphic files in an editable, vector digital format. You should supply photographs in a high resolution digital format. If you choose to buy stock photographs, we can suggest stock libraries. If you’d like us to search for photographs for you, we can provide a separate estimate.
Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device.We test our work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Edge), Mozilla Firefox and Opera. We won’t test in other older browsers unless we agreed separately. If you need an enhanced design for an older browser, we can provide a separate estimate for that.
Mobile browser testing
Testing using popular smaller screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using. We test our designs in:
iOS: Safari and Google Chrome
Android: Google Chrome
We won’t test in Opera Mini/Mobile, specific Android devices, or other mobile browsers unless we agreed separately. If you need us to test using these, we can provide a separate estimate.
You agree that we can set up your site on our server, plus any statistics software such as Google Analytics which is included in the free design offer. Then, the updates to, and management of that hosting will be up to you. Once your site is live, further support is available through our support centre for an additinal cost which we can provide a clear and upfront estimate for.
Search engine optimisation (SEO)
We don’t guarantee improvements to your website’s search engine ranking, but the pages that we develop are accessible to search engines.
Changes and revisions
We don’t want to limit your ability to change your mind. The price at the beginning of this contract is based on the number of days/weeks that we estimate we’ll need to accomplish everything you’ve told us you want to achieve, but we’re happy to be flexible. If you want to change your mind or add anything new, that won’t be a problem as we’ll provide a separate estimate for those additional weeks.
We’ll carry out our work in accordance with good industry practice and at the standard expected from a suitably qualified person with relevant experience. That said, we can’t guarantee that our work will be error-free and so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them. Your liability to us will also be limited to the amount of fees payable under this contract and you won’t be liable to us or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if we’ve advised you of them. Finally, if any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.
Intellectual property rights
Just to be clear, “Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.
First, you guarantee that all elements of text, images or other artwork you provide are either owned by your good selves, or that you’ve permission to use them. When you provide text, images or other artwork to us, you agree to protect us from any claim by a third party that we’re using their intellectual property.
Provided you’ve paid for the work in line with the agreed conditions and that this contract hasn’t been terminated, we’ll assign all intellectual property rights to you as follows:
You’ll own the website we design for you plus the visual elements that we create for it. We’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all intellectual property rights of text, images, site specification and data you provided, unless someone else owns them. We’ll own any intellectual property rights we’ve developed prior to, or developed separately from this project and not paid for by you.
We’ll own the unique combination of these elements that constitutes a complete design and we’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.
Move of hosting or Early termination
As we've made this website for absolutely no design fee - You agree that should you wish to move your website to another hosting provider that this will be done only after 12 months have elapsed from the date of signup - for clarity, 12 months is from the date we took our first payment to create your account; this is to ensure any costs incurred by ourselves are covered.
Should you move sooner than this we reserve the right to charge you at the rate of two times the hourly real living wage rate for employess in England multiplied by the number of hours hours worked by your developer to develop your website or £200 GBP - whichever is the greater. This rate is defined on defined on https://www.livingwage.org.uk/what-real-living-wage and for this purpose will use the rate for over 25's.
Of course, should you wish to end this contract before the 12 months, either by none payment of our hosting service or self ancellation via your customer account, the above paragraph shall not be invoked and all intellectual property rights previously afforded to you for content produced shall be returned to Up North Web Design.
Following none payment or cancellation your content/files and anything stored on your webspace will be managed in line with our hosting terms and conditions; this may include irreversable deletion in order to recover server resources.
We accept no responsibiity for loss of data due to terminatin of service.
If within 12 months of signup, your account is cancelled. Any Free domain names provided by us will be retained as our property to dispose of as we see fit - there will be an option to retain your free domain for a transfer or retention fee of £20.
All other paid services will terminate at the end of the current billing period.
Displaying our work
We love to show off our work, so we reserve the right to display all aspects of our creative work, including sketches, work-in-progress designs and the completed project on our portfolio and in articles on websites, in magazine articles and in books.
We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. As we’re also sure you’ll want to stay friends, you agree to stick tight to the payment schedule for your hosting package.
We issue invoices electronically. Our payment terms are 7 days from the date of invoice by Debit / Credit Card, or the BACS or SWIFT international payments system. All proposals are quoted in Pounds Sterling and payments will be made at the equivalent conversion rate at the date the transfer is made.
You agree to pay all charges associated with international transfers of funds. The appropriate details will be printed on our electronic invoice. We reserve the right to charge interest on all overdue debts at the rate of 10% per month or part of a month.
But where’s all the horrible small print?
Just like a parking ticket, neither of us can transfer this contract to anyone else without the other’s permission.
We both agree that we’ll adhere to all relevant laws and regulations in relation to our activities under this contract and not cause the other to breach any relevant laws or regulations. Should we need to change these terms and conditions, you will be notified via our website with 30 days notice.
This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.
Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction of English and Welsh courts.
Oh and don’t forget those men with big dogs.
You agree that by confirming you agree to our terms and conditions, you agree to the above.
Up North Web Design (“we”, “us” and “our”)
First Floor, Swan Buildings
These terms and conditions cover our web hosting services only. By ordering or using any of our Services, you agree to be bound by these terms and conditions. If you refuse to accept these terms and conditions, you will not be able to order or use any of our Services.
2.1 By placing an order through our website, you warrant that:
2.1.1 you are legally capable of entering into binding contracts; and
2.1.2 you are at least 18 years old.
2.2 If you are acting on behalf of a company or other business, you warrant that you personally have the authority to bind that company or business on whose behalf you are placing an order.
3.1 You can only place an order for the Services once you have registered a customer account with us. Information that you provide while registering an account must be complete and accurate.
3.2 You agree that we may block access to your account and the Services we supply if we reasonably believe that the information you have supplied is inaccurate or false.
3.3 You must keep your username and password secret at all times and not allow anyone else to use it. You must contact us immediately if you believe your user name and password has become known to someone else.
3.4 During the process of ordering the Services we will allow you to register a credit or debit card with our payment processing partner, Stripe. This sets up an agreement between Stripe and you to automatically debit your card periodically to pay for the Services.
3.5 After placing an order for the Services we will send you details of the Services you have ordered by email, together with an invoice, to the email address you provided when you registered your account with us.
3.6 You can view the invoices we have sent you and details of what you have purchased from our website by logging into your account and clicking “Invoices”.
4.1 After placing an order, you will receive an email from us accepting your order and, if appropriate, letting you know that the Service you have purchased has been activated (“Acceptance Confirmation”). Your order constitutes an offer to us to buy our Services and all orders are subject to acceptance by us. The contract between us (“Contract”) will only be formed when we send you the Acceptance Confirmation. We may also decline your order for the Services for any reason, in which case we will refund any monies paid.
4.2 The Contract will relate only to those Services we have confirmed in the Acceptance Confirmation. 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.
5.1 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 fourteen (14) 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. As such, you will not have the right to cancel the Contract under the Consumer Protection (Distance Selling) Regulations 2000.
5.2 This provision does not otherwise affect your statutory rights.
6.1 To cancel the Contract you must inform us in writing via email, support centre or our contact page.
6.2 The Services which may not be cancelled include (but are not limited to):
6.2.1 Hosting Services where you request a dedicated hosting server;
6.2.2 Domain Registration and Renewal Services; and
6.2.3 Use of SSL certificates, additional email space and other ‘add on’ products.
6.3 If any Free services have been provided with your package either by special offer or as a bundle, such as a Including a Free domain name, the ownership of these services will be transferred to us should you be within the first 12 months of service and you waive any right to ownership unless previously agreed by us in writing. This may include us disposing of or selling the free service to recoup costs. Contact us via our support centre should you wish to retain any free service and an individual price can be provided.
7.1 The price of any Services will be as quoted on our website from time to time, except in cases of obvious error. Prices exclude VAT except where explicitly stated.
7.2 The total cost of your order including VAT of the Services will be shown in your Shopping Basket before you submit your order for the Services.
7.3 Prices are liable to change at any time. If you do not agree to such price changes, please cancel your Services. If you do not cancel you will be deemed to have accepted the new prices, and they will be charged to the credit card, debit card or other payment method registered to your account.
7.4 Despite our best efforts, it is possible that some of the Services listed on our website may be incorrectly priced. Where a Service’s correct price is less than our stated price, we will charge the lower amount when accepting your order. If a Service’s correct price is higher than the price stated on our website, we will either contact you for instructions before accepting your order, or reject your order and notify you.
7.5 We are under no obligation to provide the Services to you at the incorrect (lower) price, even after we have sent you an Acceptance Confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mispricing.
7.6 You must register a payment method for the Services you have ordered before submitting your order. You may pay by credit or debit card. We will take payment from the payment method you have registered against your account immediately upon sending you our Acceptance Confirmation or shortly thereafter. If we subsequently reject your order, we will refund the payment you have made to the credit card, debit card or other account you used to make the payment.
7.7 Please note that when purchasing a Service, you are obliged to pay for that Service for the whole of the Minimum Term that applies to it even though you may pay by monthly direct debit payments. Consequently, you must not cancel your direct debit payments without first cancelling your Services under clause 6.
7.8 We reserve the right to seek to recover any outstanding amounts due by you by other means, including referring the debt to an external debt recovery agent and/or by taking appropriate legal action. If your outstanding payment is referred to our external debt recovery agent then you may become liable for additional fees and charges and you agree to pay such charges in addition to the outstanding amount owed to us.
7.9 No payment shall be deemed to have been received until we have received cleared funds. If your chosen method of payment is not authorised by your credit card provider or bank, you hereby authorise us to seek payment from any other credit card, debit card or direct debit registered against your account. Further, if your payment is still not authorised we may, at our discretion, suspend or terminate any Services we provide to you from time to time, even if payment in respect of such Services is not outstanding.
7.10 We reserve the right to add additional late payment interest and recovery compensation to your account up to the limits in table 7.11 and interest at 8% above the Bank of England official dealing rate.
|Amount of debt||Maximum Late payment Fee Per Month|
|Up to £999.99||£40|
|£1,000 to £9,999.99||£70|
8.1 We warrant that (subject to the other provisions of these terms and conditions) any Services purchased from us through our website will be provided with reasonable care and skill.
8.2 We will not be liable for a breach of the warranty in clause 8.1 unless:
8.2.1 you give written notice of the breach to us through our contact page and
8.2.2 we are given a reasonable opportunity after receiving the notice of examining our provision of the Services to you.
8.3 We will not be liable for a breach of the warranty in clause 8.1 if:
8.3.1 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
8.3.2 you alter the Services without our written consent; or
8.3.3 the problem arises because of misuse.
8.4 Subject to clause 8.2 and clause 8.3, if we are in breach of the warranty in clause 8.1 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 8.1. Notwithstanding the foregoing, we do not warrant that your use of the Services will be uninterrupted or error-free.
8.5 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 thirty (30) days prior to the change taking effect.
8.6 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 website or otherwise confirmed in writing by us. Nothing in this clause will exclude or limit our liability to you for fraudulent misrepresentation.
9.1 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
10.1 We will use our reasonable endeavours to make our servers available to you as part of the Hosting Service you purchase for ninety-five 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 via email.
10.2 Service credits are not given for any form of downtime or service unavailability.
10.3 Back-up of your material and our servers
10.4 It is your responsibility to maintain 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. This includes any data created by us as part of an offer, promotion or paid service.
10.5 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.
11.1 Usage of our Hosting Service is subject to the following conditions:
11.1.1 your Material is linked into web pages;
11.1.2 you may not use the Hosting Service as a backup of, or repository for, your Material;
11.1.3 you comply with our acceptable use policy
11.2 The Hosting Service package you order includes the number of mailboxes applicable to that hosting package as this is set out on our website at the time of your order. However, any mailboxes that have not been accessed for one hundred (100) clear days will be automatically deleted from our system.11.3 When using the Services, you must comply with our acceptable use policy and these are incorporated into the Contract by reference. Any conflict between our terms of website use and these terms and conditions, will be resolved in favour of these terms and conditions.
11.4 We shall be entitled to terminate the Contract, or suspend or terminate the provision of any individual Services, if you are in breach of our terms of website use acceptable use policy
12.1 If a problem has arisen with regard to the Services or your registered account, you can access support through our contact page.
12.2 Our support team will help resolve any problems you have with the Services you are receiving. We will not provide programming support to you, but, as part of our Hosting Services, our servers are compatible with many programming languages.
12.3 We do not currently offer a support time service level guarantee but we will always use our best efforts to resolve support issues in a timely way.
13.1 Where the Contract includes our Domain Registration and Renewal Service:
13.1.1 we will endeavour to procure the registration of the domain name you request;
13.1.2 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;
13.1.3 we shall not act as your agent or on your behalf in any dealings with domain name registry;
13.1.4 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 which you should obtain;
13.1.5 you are responsible for ensuring that you are aware of the terms referred to in clause 13.1.4 so that you can comply with them;
13.1.6 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;
13.1.7 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, may or is likely to be in bad faith, breach of the provisions of these terms and conditions or any legal or regulatory requirement; and
13.1.8 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.
13.2 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 website in relation to which the Hosting Service supplied to you is used.
13.2.1 Should you be provided with a Free domain name and cancel within 12 months of signup, ownership shall fully and irrevocablly be transferred to us unless previously agreed in writing.
13.3 Once the domain name has been successfully registered, it will need to be renewed periodically to ensure you retain your registration of it. We will use our best endeavours to send you renewal notices thirty (30) days and seven (7) days before the renewal date of your registered domain name. These notices will be sent to the email address then registered against your account. You must act upon the notices if you wish to renew, otherwise the domain names will not be renewed by us.
13.4 You acknowledge and agree that that it is your responsibility to renew your domain names and we accept no liability in the event of failure to renew a domain name.
13.5 You acknowledge and agree that we may place a number of locks on any domain registered with us either at the time of registration or at any time thereafter and without further notice to you. The locks that we may place on a domain include ‘clientDeleteProhibited’, ‘clientTransferProhibited’ and ‘clientUpdateProhibited’.
14.1 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 to us. We may make such copies as may be necessary to perform our obligations, including making back-up copies of your Material.
14.2 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.
14.3 If you download software we own from our website, we grant you a non-exclusive, non-transferable royalty free licence to use that software for the purpose set out on our website in relation to that software. Such licence will automatically terminate when we stop providing the Hosting Services to you.
14.4 Any third party software that you download from our website shall be licensed to you on the standard software licence terms of the owner of the intellectual property rights in that third party software as those licence terms are notified to you at the time you download such software.
15.1 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.
15.2 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 thereunder).
15.3 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.15.4 We do not exclude or limit in any way our liability:
15.4.1 for death or personal injury caused by our negligence;
15.4.2 under section 2(3) of the Consumer Protection Act 1987;
15.4.3 for fraud or fraudulent misrepresentation; or
15.4.4 for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
15.5 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:
15.5.1 loss of income or revenue;
15.5.2 loss of business;
15.5.3 loss of profits or contracts;
15.5.4 loss of anticipated savings;
15.5.5 loss of goodwill;
15.5.6 loss of software or data;
15.5.7 wasted expenditure (such as pay per click advertising costs); or
15.5.8 wasted management or office time.
15.6 Subject to clause 15.4 and clause 15.5, 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 and ten (110%) 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).15.7 Where you buy any product or service from a third party seller through following a link on our website to such third party’s website, the seller’s individual liability will be set out in the seller’s terms and conditions. You should consult such terms and conditions.
16.1 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:
16.1.1 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 by logging into your domains control panel and setting the Domain Name renewal option to “cancel” before the renewal date; or16.1.2 we terminate the supply of our Domain Registration and Renewal Service by notice to you because:
184.108.40.206 the Domain Name is no longer available for registration;
220.127.116.11 clause 14.1.7 applies;
18.104.22.168 you are in breach of clause 17.1.8; or
22.214.171.124 or some other reason preventing the registration of the Domain Name.
16.2 If we terminate the Domain Registration and Renewal Service 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.
16.3 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, they shall continue for the minimum period of time that applies to the Service you have purchased (as these are set out on our website 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:
16.3.1 by you, as a Consumer, informing us of your decision to cancel the Contract by a clear statement (e.g. a letter sent by post, fax, e-mail, through our contact page and providing thirty (30) days’ notice.
16.3.2 by you, as a Business customer, informing us of your decision to cancel the Contract by contacting our customer support department via our contact page.
16.3.3 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; or
16.3.4 by exercising your right as a Consumer, to cancel the Contract(s) within the “cooling off period” i.e. within 30 (calendar) days of purchase. To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired. Please note that the Cooling Off period only applies to Consumers, not Business Customers. If you are unsure whether you are a Business Customer or a Consumer, you can view the definitions of these terms in the Definitions section of our Terms and Conditions.
16.3.5 As part of our cancellation process, we will respond to you by email. 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;16.3.6 The monthly price for Services we supply under Contracts that continue on a month to month basis shall be charged monthly in advance directly to a credit card, debit card or other payment method registered against your account. 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. We will not provide you with a refund for a cancellation that is part-way through a billing period.
16.3.7 Without prejudice to any other right to terminate or suspend the Services we may have under these terms and conditions or our acceptable use policy, 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.
16.3.8 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.
16.3.9 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.
17 Deletion of your data
17.1 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.
17.2 If you have purchased a Hosting Service aimed at resellers, your package will allow multiple accounts to be set up for your customers. If you disable any of these accounts and they remain disabled for fifty (50) clear days, we will immediately and permanently delete those disabled accounts (and all the data hosted in relation to them) from our system.
18.1 Applicable laws require that some of the information or communications we send to you should be in writing. When using our website, 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 website. 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.
19.1 All notices given by you to us must be given via our contact page or support center. We may give notice to you at either the then current e-mail or postal address registered against your account with us.
19.2 Third party rights and transfer of rights and obligations
19.3 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.
19.4 The Contract is binding on you and us and on our respective successors and assigns.
19.5 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.
19.6 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.
20.1 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”).
20.2 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:
20.2.1 misuse, alteration or interference by you or any third party of our servers or systems (including virus and hacker attacks);
20.2.2 strikes, lock-outs or other industrial action;
20.2.3 civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
20.2.4 fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
20.2.5 impossibility of the use of public or private telecommunications networks; and
20.2.6 the acts, decrees, legislation, regulations or restrictions of any government.
20.2.7 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.
21.1 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.
21.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
21.3 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
22.1 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.
23.1 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.
23.2 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.
23.3 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.
24.1 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.
24.2 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).
25 Law and jurisdiction
25.1 Contracts for the purchase of Services through our site 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.
These terms and conditions form a legally binding agreement between you and Up North Web, the supplier of the Service. Your statutory rights are not affected.
Up North Web will use its best endeavours to effect the successful registration of a domain name itself or through its agents as requested by the Customer. Up North Web does not accept any liability whatsoever in failing to register such domain names requested by the Customer.
It is the Customer’s responsibility to ensure that the details provided for whom a new domain is to be registered are correct and valid at the time of submitting a new domain name registration to Up North Web . Details must include the registrant’s name, company or individual’s name, full address, post code, country, a valid email address and international telephone number.
Up North Web does not operate a cancellation process for new domain name registrations or refund any charges in respect of the domain name registration.
Transfers to or from Up North Web are completed free of charge where Up North Web holds an account with a recognised registrar or naming authority and the domain name is older than 12 months in the case of a Free registration offer. When requested to transfer a domain to another host Up North Web will endeavour to complete its obligation within 5 working days.
Where Up North Web is not the administration contact of a domain name Up North Web gives no warranties for the completion of any transfer.
Exception: No domain name can be transferred to an alternative host if a Customer’s account is in arrears whether the domain is owned by the Customer or not.
Where Up North Web acts as the billing contact with a recognised registrar or naming authority Up North Web will via make every effort to advise the Customer of the due renewal of a domain name. If the Customer fails to receive or respond to renewal notices the domain name shall not be renewed. In no circumstances will Up North Web be liable in the event of failure to renew a domain name, whether or not reminders have been sent or received.
If Up North Web is the administration contact for a domain name the Customer will when appropriate request Up North Web to amend registrant’s details accordingly. These changes will be effected by Up North Web free of charge except where a change of ownership is applicable.
Naming authority/registrar charges
Domain name registration/renewal fees will be paid by Up North Web on behalf of the Customer.
The registration and use of domain names on the internet are subject to the relevant naming authority/registrar with whom the domain name have been registered.
All work done for our customers is subject to our standard Terms and Conditions, which are outlined below. IMPORTANT: This agreement sets out the terms on which Up North Web(“the Company”) will provide services to you (“the Customer”)
1.1 In this agreement unless the context otherwise requires the following terms shall have the following meanings:
“Fees” means the charge for the provision of the Services as set out in the Statement of Work or such other charge or additional charges as the parties may agree in writing from time to time.
“Intellectual Property” means all intellectual property rights including without limitation all copyrights, moral rights, patents, trade marks, trade names, service marks, design rights, database rights, rights to domain names, and other similar intellectual property rights (whether registered or not) and applications for such rights as may exist anywhere in the world whether in relation to the design of the Site, its architecture, any logos or artwork or any software or source codes originated by the Company.
“Materials” means all Software, designs, artwork, graphics, manuals and other documentation (where the content allows) developed or supplied pursuant to this agreement in each case in machine and/or human readable form.
“Statement of Work” means the document provided by the Company (if any) setting out the Services to be provided to the Customer by the Company.
“Services” means the concept, design, build, delivery and hosting ofthe Site in accordance with the specifications set out in the Statement of Work (if provided) or as otherwise agreed from time to time between the parties in writing.
“Site” means the Customer’s web site or part thereof.
“Timetable” means the timetable set out in the Statement of Work or as otherwise agreed from time to time between the parties in writing.
1.2 The headings in this agreement are for convenience only and shall not affect interpretation.
1.3 Unless otherwise stated references to clauses and sub-clauses relate to this agreement.
1.4 References to statutory provisions shall be construed as references to those provisions as amended or re-enacted or as their application is modified by other provisions from time to time and shall include references to any provisions of which they are re-enactments.
1.5 Where the context so provides references to Company and Customer shall include their respective employees, agents and sub-contractors.
2.1 The Company will deliver the Services and Materials to the Customer and provide to the Customer any other services agreed in writing from time to time between the parties and use all reasonable endeavours to ensure that these are delivered and provided in accordance with the Timetable.
2.2 Customers are prohibited from transmitting on or through any of the Company’s services, any material that is, in the Company’s sole discretion, unlawful, obscene, threatening, abusive, libellous, or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any local, state, national or international law. The Company’s services may only be used for lawful purposes.
2.3 Transmission, distribution, or storage of any information, data or material in violation of UK, European, US, or other International regulation or law, or by the common law, is prohibited. This includes, but is not limited to, material protected by copyright, trademark, trade secret, or any other statute. The Company reserves the right to remove such illegal material from its servers.
2.4 Customers may not use the Company’s services as to attempt to circumvent user authentication or security of any host, network, or account.
2.5 This includes, but is not limited to, accessing data not intended for the Customer, logging into a server or account the Customer is not expressly authorised to access, password cracking, probing the security of other networks in search of weakness, or violation of any other organisation’s security policy.
2.6 Customers may not attempt to interfere or deny service to any user, host, or network. This includes, but is not limited to, flooding, mailbombing, or other deliberate attempts to overload or crash a host or network.
3.1 The Customer shall pay the Fees to the Company.
3.2 The Customer shall pay all sums due within 30 days of the date of invoice (on condition that, where applicable, a valid invoice has been delivered).
3.3 Within 14 days of acceptance of the Statement of Work (or as otherwise evidenced in writing) by the Customer the Customer shall pay to the Company a non-refundable deposit of 50% of the total quoted cost of the project provided that if no such estimate has been given the Customer shall pay the sum of £250 to the Company.
3.4 The Company will not commence carrying out the Services until it has received the deposit required under clause 3.3 above.
3.5 The Company reserves the right to increase the Fees if changes to the Services are required by the Customer which depart from the original Statement of Work or any instruction given by the Customer to the Company.
3.6 If the Customer cancels this agreement at any time before the completion of the Services the Customer shall pay:
3.6.1 any fees that would have been charged by the Company to the date of such cancellation; and
3.6.2 any payments the Company has made or has contracted to make or liabilities incurred to any third parties in relation to the Site or the Customer.
3.7 Interest on overdue invoices shall accrue on a daily basis from the date when payment becomes due until the date of payment at a rate of 3% above Lloyds Bank base rate from time to time in force and shall accrue at such a rate after as well as before any judgement. Failure to raise an invoice in respect of interest shall not be deemed to constitute a waiver of the Company’s rights to recover interest.
3.8 The Company will use all reasonable endeavours to produce designs and software that substantially meet the Customer’s specifications. If the Customer rejects designs produced according to those specifications for aesthetic reasons or if the Customer changes their original specifications in light of the work produced, the Company reserves the right to charge additional fees for making any alterations required.
4.1 Each party agrees:
4.1.1 to keep all information about the other’s business (“Confidential Information”) strictly confidential;
4.1.2 not to use or copy Confidential Information save as agreed in writing with the other party;
4.1.3 and to procure that all persons to whom it discloses Confidential Information are bound by the terms of confidentiality at least equivalent to this.
4.2 This clause 4 shall not apply to either party in relation to information (other than by breach of any duty of confidence) that
4.2.1 has come into the public domain;
4.2.2 is obtained from a third party or was already known to that party before the Agreement; or is required to be disclosed by order of a court of competent jurisdiction.
5.1 The Company shall have sole title and ownership of all Intellectual Property Rights created or developed by the Company in the provision of the Services including but not limited to all Intellectual Property Rights in the Materials.
5.2 On completion of the Materials the Company shall grant to the Customer, provided that the Customer has paid all Fees invoiced to it by the Company, a perpetual, non-exclusive, royalty free licence to use the Materials (“Licence”).
5.3 The Customer hereby irrevocably and unconditionally indemnifies and shall hold fully indemnified the Company from and against any and all actions, proceedings, losses, damages, liabilities, obligations, costs, claims, charges and expenses suffered by the Company of whatsoever nature arising out of or in connection with the Company’s use of any materials supplied to it by the Customer in the course of its performance of its obligations relating to the design of the Site (including but not limited to any related copyrights, trade secrets, trade names, patents, or other intellectual property rights or obscenity laws in any country of jurisdiction in which the content of the Site can be reviewed or retrieved).
5.4 The Customer hereby grants the Company a licence to use images or extracts from the Site for promotional purposes for the Company and on its own website together with a link to the Site.
5.5 It is a condition of this agreement (and has been taken into account in assessing the Fees) that the Company will be credited on the Site as its creator).
6.1 Either party may terminate this agreement without notice if the other is in breach of a material term or condition of this agreement and fails to remedy a remediable breach within 30 days of receipt of a written notice from the other party to do so specifying the nature of the breach.
6.2 Either party may terminate this agreement in the event that the other convenes a meeting of its creditors (or if a proposal is made for any composition, scheme or arrangement for the benefit of creditors); becomes unable to pay its debts as and when they fall due (within the meaning of section 123 of the Insolvency Act 1986); commits an act of bankruptcy or if a trustee, receiver or administrative receiver is appointed in respect of all or part of its business or assets; or has a petition presented against it for the purpose of considering a resolution or other steps are taken for the winding up of the other party (other than for the purposes of solvent amalgamation or reconstruction).
6.3 The rights and obligations of the Company and the Customer contained in clauses 4 and 5 shall survive any termination of this agreement. Termination of this agreement shall be without prejudice to any rights which have accrued to either party prior to termination.
7.1 The Company will correct any errors in the Materials as a result of work carried out under this agreement for a period of 60 days from date of completion of the Site.
7.2 After the 60 day period specified in clause 7.1 above the Company shall offer basic technical support by phone or email provided that if the level of support required is high the Company reserves the right to charge for it.
7.3 Notwithstanding any other provision of this agreement, the Company does not hereby seek to limit or exclude any liability for (i) death or personal injury resulting from negligence, or (ii) fraudulent misrepresentation.
7.4 Subject to clause 7.3 above and save as otherwise expressly provided in this agreement:
7.4.1 all conditions, warranties, and representations express or implied, statutory or otherwise in respect of the Materials and the provision of the Services are hereby excluded;
7.4.2 in no event shall the company be liable to the Customer, regardless of the form of claim or action, for any losses whatsoever, howsoever caused, including without limitation:
7.4.3 lost profits, goodwill, business opportunities, or revenues of any kind;
7.4.4 lost software or data or loss of use of hardware, software, systems or data; and any indirect or consequential loss.
7.5 The Company will not be liable to the Customer for any unauthorised intrusion into the Site.
7.6 The Company will use all reasonable endeavours to back up the Customer’s data but does not give any guarantee that lost data can be restored.
7.7 The Customer agrees that it shall defend, indemnify, save and hold harmless the Company from any and all demands, liabilities, losses, costs and claims, including all reasonable legal fees, that may arise or result from any service provided.
8.1 The Company shall use all reasonable endeavours to provide the Services but shall be under no liability to the Customer if it shall be unable to carry out any provision of this agreement for any reason beyond its control including (without prejudice to the generality of the foregoing) an Act of God, war, strike, lockout or any other labour dispute, fire, flood, drought, failure of power supply, legislation, failure of third parties to supply software, design work or other materials or facilities or other cause beyond the control of the Company (“an Event of Force Majeure”).
8.2 During the continuance of an Event of Force Majeure the Customer may by written notice to the Company elect to terminate this agreement and pay for Services rendered up to the date of such written notice and any materials used, but subject thereto shall otherwise accept delivery of the Materials when available.
9.1 If any provision of the Agreement is held invalid, illegal or unenforceable for any reason, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this agreement had been executed with the invalid provision eliminated.
9.2 In the event of there being any invalidity so fundamental as to prevent the accomplishment of the purpose of this agreement, the parties shall immediately commence good faith negotiation to remedy
9.3 The registration or obtaining of any domain name for the Customer shall be subject always to the relevant terms and conditions of the relevant registrar and shall be subject to any third party claims there may be in respect of trademark, copyright, and/or passing off and the Customer acknowledges and warrants that it has made all investigations and considered any competing claim there may be to or in respect of the name by third parties whether in the UK or elsewhere.
9.4 The Customer undertakes that it will not during the term of this agreement and for 12 months after completion of the Services or earlier termination of this agreement in accordance with clause 6 hereof (whichever is the later) either alone or in conjunction with or on behalf of any other person, directly or indirectly seek to entice away, solicit or engage any person who was during the term of this agreement an employee or consultant of the Company or was otherwise engaged by the Company and was involved in any way in the provision of the Services. Whilst both the Customer and the Company agree that this restriction is reasonable in all the circumstances it is agreed that if a court of competent jurisdiction considers that the restriction is invalid but would have been valid if either the period or its scope were reduced then the restriction will continue to apply with such limitation or limitations necessary to enable its validity.
9.5 The failure by either party to enforce at any time or for any period any one or more of the terms and conditions of this agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this agreement.
9.6 Except as otherwise expressly stated in this agreement neither party shall be entitled to assign this agreement nor all or any of their rights and obligations hereunder without the prior written consent of the other.
9.7 Any notice, request instruction or other document to be given hereunder shall be:
9.7.1 delivered or sent by first class post, by facsimile transmission or other electronic media (notices sent by facsimile transmission or other electronic media to be confirmed by letter posted within 12 hours);
9.7.2 to the address of the other party set out in this agreement (or such other address as may have been notified) or to the facsimile number or other electronic media address notified by one party to the other;
9.7.3 and any such notice or other document shall be deemed to have been served (if delivered) at the time of delivery (if sent by post) upon the expiration of 48 hours after posting and (if sent by facsimile transmission or other electronic media) upon the expiration of 12 hours after dispatch.
This agreement is subject to English law and to the exclusive jurisdiction of the English courts.