This document constitutes and agreement between you and Invent Partners Ltd for provision of the dotAdmin Service (also referred to as "the Service").
1.1. The dotAdmin Service, including, without limitation, your content, is provided on an "as is", "as available" and "with all faults" basis. Whilst all efforts will be made to ensure that we provide you with excellent service, Invent Partners do not warrant that the service will be error-free or uninterrupted.
1.2 We specifically exclude any warranty as to the accuracy or quality of information received by any person via your dotAdmin service and in no event will we be liable for any loss or damage to any data stored using the dotAdmin service. You are responsible for maintaining insurance cover in respect of any loss or damage to data stored using the dotAdmin service.
1.3. You warrant to us that you will only use your dotAdmin service for lawful purposes. In particular, you further warrant and undertake to us that:
1.4. You warrant, undertake and agree that you will keep secure any identification, password and other confidential information relating to your account and you will notify us immediately of any known or suspected unauthorised use of your account, or any known or suspected breach of security, including loss, theft or unauthorised disclosure of your password information.
1.5. Whilst we shall use reasonable endeavours to ensure the integrity and security of the dotAdmin service, we do not guarantee that the dotAdmin service will be free from unauthorised users or hackers.
1.6. Data transfer usage on your service will be limited according to the dotAdmin service package which you are currently subscribed to. Additional data transfer usage will be charged at the current rate, available on request from Invent Partners.
1.7. In cases where Invent Partners have designed a website or webpage, we reserve the right to use said designs in our portfolio, at our sole discretion.
2.1. We do not warrant or guarantee that the domain name applied for will be registered in your name or is capable of being registered by you. Accordingly, you should take no action in respect of your requested domain name(s) until you have been notified that your requested domain name has been registered.
2.2. The registration of the domain name and its ongoing use is subject to the relevant naming authority's terms and conditions of use and you are responsible for ensuring that you are aware of those terms and conditions and can and do comply with them. You irrevocably waive any claims you may have against us in respect of the decision of a naming authority to refuse to register a domain name and, without limitation agree that the administration charge paid by you to us shall be non-refundable in any event.
2.3. We accept no responsibility in respect of the use of a domain name by you and any dispute between you and any other individual or organisation regarding a domain name must be resolved between the parties concerned and we will take no part in any such dispute. We reserve the right, on our becoming aware of such a dispute, at our sole discretion and without giving any reason, to either suspend or cancel the domain name, and/or to make appropriate representations to the relevant naming authority.
2.4. Invent Partners will not action any domain transfer requests unless any outstanding amounts are satisfied.
2.5. Once a domain is moved from our DNS the services on that domain will be cancelled. If at some future time the domain is restored to our dns the services will need to be re-purchased.
3.1 Where we have undertaken to do design work for you, we will provide a design for the look-and-feel, layout and functionality of your web site. Our typical agreement covers one main design plus the opportunity for you to make up to two rounds of revisions. If you’re not happy with the designs at this stage, you will pay us in full for all of the work that we have produced until that point and you may either cancel this contract or continue to commission us to make further design revisions at our usual daily rate for design work.
4.1. Invent Partners do not tolerate spam. If you use our systems to relay unsolicited email, or if a service hosted on our systems for you is advertised or linked to in unsolicited email, we may suspend your service immediately without prior notification.
5.1. We shall use reasonable endeavours to provide continuing availability of the Server and the Services but we shall not, in any event, be liable for Service interruptions or down time of the dotAdmin service.
6.1. You are solely responsible for obtaining any and all necessary intellectual property rights clearances and/or other consents and authorisations in respect of the Services, including without limitation, clearance and/or consents in respect of your proposed domain name and merchant services agreements between you and the relevant banks in respect of your operation of an Online Store.
6.2 You guarantee to us that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide us for inclusion in the design of web site or which are uplaode by you to the dotAdmin service are either owned by you, or that you have the applicable license to use them.
7.1. You agree to indemnify and keep indemnified and hold us on demand harmless from and against any claim brought against us by a third party resulting from the provision of Services by us to you and your use of the dotAdmin service, and in respect of all losses, costs, actions, proceedings, claims, damages, expenses (including reasonable legal costs and expenses), or liabilities, whatsoever suffered and howsoever incurred by us in consequence of your breach or non-observance of these terms of business.
8.1 This Agreement starts when we accept your application.
8.2 At the end of any Minimum Period this Agreement will continue until it's ended by you or us in line with paragraph 8.3 below. This Agreement may end before the end of any Minimum Period if you or we end it in line with paragraphs 9.1 or under any Related Agreement.
8.3 If you upgrade with us you agree that a new agreement and (if relevant) a new Minimum Period will apply. This will start if we accept your application for an upgrade.
9.1. This Agreement can be ended by either you or by us giving at least 30 days' notice. You must pay us any outstanding Charges.
9.2. We may terminate this agreement forthwith if you fail to pay any sums due to us as they fall due.
9.3. We may terminate this agreement upon written notice if you breach any of these terms and conditions and you fail to correct the breach within seven (7) days following written notice from us specifying the breach, or if you are a company you go into insolvent liquidation, or if you are a person you are declared bankrupt.
9.4. On termination of the agreement we shall be entitled immediately to block your dotAdmin service and to remove all data located on it. We will hold such data for a period of seven (7) days and allow you to collect it at your expense, failing which we shall be entitled to delete all such data. We shall further be entitled to post such notice in respect of the non-availability of your dotAdmin service as we think fit.
9.5. We may terminate or suspend any dotAdmin service which is deemed to be causing a disruptive service to our clients as a whole.
10.1. All charges payable by you to us for the Services shall be in accordance with the relevant scale of charges and rates published from time to time by us on our web site and are exclusive of Value Added Tax which shall be paid by you at the rate and in the manner for the time being prescribed by law and shall be due as indicated on the invoice and under no circumstances payable later than seven (7) days of receipt of our invoice therefor.
10.2. The provision by us of the Services is contingent upon our having received payment in full from you in respect of the relevant Services. Without prejudice to our other rights and remedies under this agreement, if any sum payable is not paid on or before the due date, we reserve the right, forthwith and at our sole discretion, to suspend the provision of Services to you.
11.1. We hereby exclude all conditions, terms, representations (other than fraudulent representations) and warranties relating to the Services supplied under this agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose.
11.2. Nothing in these terms and conditions shall exclude our liability for death or personal injury resulting from our negligence.
11.3. Our total aggregate liability to you for any claim in contract, tort, negligence or otherwise arising out of or in connection with the provision of the Services shall be limited to the charges paid by you in respect of the Services which are the subject of any such claim and provided that you notify us of any such claim within one year of it arising.
11.4. In no event shall we be liable to you for any loss of business, contracts, profits or anticipated savings or for any other indirect or consequential or economic loss whatsoever.
Any notice to be given by either party to the other may be sent by either email, fax or recorded delivery to the address of the other party as appearing in this agreement or ancillary application forms or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by fax shall be deemed to be served on receipt of an error free transmission report, or if sent by recorded delivery shall be deemed to be served two days following the date of posting.
These terms and conditions shall be governed by and construed in accordance with English law and you hereby submit to the non-exclusive jurisdiction of the English Courts.
These terms and conditions together with any document 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. You confirm that, in agreeing to these terms and conditions, you have not relied on any representation save insofar as the same has expressly in these terms and conditions been made a representation and you agree that you shall have no remedy in respect of any misrepresentation (other than a fraudulent misrepresentation) which has not become a term of this agreement. Invent Partners reserves the right at any time to modify this Agreement and to impose new or additional terms or conditions on your use of the dotAdmin Service. Such modifications and additional terms and conditions will be effective immediately and incorporated into this Agreement. Your continued use of the dotAdmin Service will be deemed acceptance thereof.