Terms & Conditions

 
Terms And Conditions of Agreements

These Terms and Conditions shall apply to all Agreements made between us Rivergrid Limited (“the Company”) and you (“the Client”) where we are supplying Services to you and should be read in conjunction with the Order Confirmation. By ordering our Services, logging into or updating your Account you are deemed to have read and agreed to these Terms and Conditions and made such an Agreement with us.

DEFINITION OF TERMS
"Agreement" is the Agreement between the Company and the Client for the provision of Services by the Company to the Client.
“Business Address” is the normal trading address for the Company
"Business Days" are days which do not include Saturday or Sunday or public holidays or bank holidays in England and Wales
"Business Hours" are 9am to 5pm on each Business Day
“Client Account” is the Account identified by an Order ID Number setup and maintained on the Company’s server to provide Services to the Client under the Agreement
"Client Materials" are any text, images, data that the Client provides to the Company for use by the Company in providing the Services subject to the Agreement
"Client’s System" is any software and any hardware used by the Client in respect of the Services
"Intellectual Property Rights" are any and all patents, trade marks, service marks, copyright, moral rights, rights in design, know-how, confidential information and any or all other intellectual property rights whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world together with all or any goodwill relating to the same
“Order Confirmation” is the e-mail the Client will receive on receipt of the Client order and full payment in cleared funds
“Order ID Number” is the number assigned to the Client to identify the Client Account on the Company’s Server
"Services" are any consultancy, hosting, support, domain or any other Services provided by the Company to the Client under the Agreement
“Services Period” is for a period of one year from the date of commencement of the Services
"Support Services" are the Support and maintenance services provided to the Client as specified in the Agreement

1. THE COMPANY’S OBLIGATIONS

1.1 THE SERVICES
The Company and the Client have agreed that the Company will supply to the Client the Services described on the Order Confirmation.

1.2 ACCEPTANCE OF ORDERS
The Client’s order through the Company’s web site will only be accepted by the Company when the Company sends to the Client the Order Confirmation. Until the Client receives the Order Confirmation there will not be a binding contract between the Client and the Company. Any information on the Company’s web site or the Client filling in details or clicking any button or icon indicating the Client is making an order does not, and is not intended to, constitute a binding contract between the Client and the Company.

1.3 PROVIDING THE SERVICES
1.3.1 The Services are described or referred to on the Order Confirmation. The Company will use all reasonable endeavours to provide the Services in accordance with any timescale set out on the Order Confirmation, but will not be liable to the Client where it fails to meet any timescale set out despite using all reasonable endeavours.
1.3.2 The Company may at any time modify any or all of the Services and will endeavour to give the Client reasonable notice of any such modification, where reasonably practicable.
1.3.3 The Company may without prejudice to other rights and remedies and at its own discretion suspend any part or all of the Services either temporarily or permanently without liability on the occurrence of any or all of the following events:
1.3.3.1 notified, or in an emergency unscheduled, upgrade or maintenance of the Company’s IT systems;
1.3.3.2 issue of an order which is binding on the Company and which affects the Services;
1.3.3.3 if the Client fails to pay any or all sums owing to the Company when they fall due;
1.3.3.4 if any event occurs where the Company deems it appropriate to terminate the Agreement;
1.3.3.5 if the bandwidth used by the Client in relation to the Services exceeds the agreed or stipulated level and the Company must suspend the Services to protect any or all Services provided to Clients;
1.3.3.6 if the size of an e-mail or mailing list used by the Client exceeds the agreed or stipulated size, level or frequency and the Company must suspend the Services to protect any or all Services provided to Clients;
1.3.3.7 failure or deficiencies in the Client’s System including but not limited to hardware, server corruption and security breaches.
1.3.4 If the Company suspends provision of the Services in accordance with clause 1.3.3.3, it will only be obliged to recommence provision of the Services during Business Hours and once the Client has paid all relevant outstanding sums in cleared funds.
1.3.5 The Company will endeavour to carry out the Services with reasonable care and skill. If any part of the Services is performed negligently or in breach of the provisions of these Terms and Conditions then, on the Client’s request, the Company will re-perform the relevant part of the Services. The Company will not be liable to re-perform any part of the Services which has been performed negligently or in breach of these Terms and Conditions unless the Client notifies the Company by e-mail through the support service or by post to the Company’s business address.

1.4 SUPPORT SERVICES
1.4.1 The Company will provide Support Services to the Client upon the terms and conditions set out in part 1.4 of these Terms and Conditions.
1.4.2 Any obligation to provide Support Services will not extend to:
1.4.2.1 rectification of lost or corrupted data;
1.4.2.2 faults arising from the Client's failure to comply with the Company’s instructions regarding the use of the Services;
1.4.2.3 faults attributable to the use or interaction of other systems or software which are not compatible with the Company’s systems or software.
1.4.3 The Company reserves the right to charge its standard charge out rates (as published from time to time) for the carrying out any remedial work required by the Client.
1.4.4 The Company will use all reasonable endeavours to provide Support Services in accordance with the Agreement.
1.4.5 Scope of Support Services:
1.4.5.1 The Company operates a help service to assist the Client in relation to the Client's use of the Services and for the identification and correction of defects. Assistance via this service may be requested by the Client and provided by the Company by e-mail through the support service. The help service will be obtained by e-mailing such support service as is notified by the Company from time to time.
1.4.6 If a defect occurs, the following procedure will be followed:
1.4.6.1 the Client will notify the Company of the defect as described under clause 1.4.5;
1.4.6.2 the Client will receive an automated e-mail from the Company acknowledging the Client’s notification of the defect;
1.4.6.3 the Client will provide such information and assistance as the Company reasonably requires in connection with such defect;
1.4.6.4 the Company will analyse the defect and use its reasonable endeavours to rectify the defect in question or propose a solution in connection with the same, within a reasonable period of time of being notified of the same under clause 1.4.5.

1.5 LIABILITY
Except to the extent permitted by law, the Company will not be liable to the Client for any indirect or consequential loss, damage or expenses (including loss of profits, business or goodwill) howsoever arising out of any negligence or breach of the contract on the Company’s part and the Company shall have no liability to pay any money to the Client by way of compensation other than to refund to the Client the price the Client has paid to the Company.

2. THE CLIENT’S OBLIGATIONS

2.1 PRICE
The price for the items is as stated on the Order Confirmation.

2.2 WHEN AND HOW PAYMENT IS TO BE MADE
2.2.1 The Client must make payment at the time of placing their order. The Company will not be able to perform the services until it has received payment in cleared funds into its bank account.
2.2.2 The Company does not provide credit facilities.

2.3 PROVISION OF CLIENT MATERIALS
2.3.1 The Client will provide the Company with those Client Materials identified on the Order Confirmation within a reasonable time period taking account of the Company’s obligations under the Agreement. The Client warrants that the Client Materials will be accurate in all material respects and will not knowingly include material which is illegal, the accessing, holding, transmitting or supplying of which would be a criminal offence or which is otherwise unlawful or in breach of any applicable law or code of practice applying to such materials. In particular, the Client warrants that all necessary licences, consents and waivers (including those from rights owners, performers and other contributors) are obtained and paid for by the Client. Without prejudice to the foregoing, the Company may decline to use any Client Materials on any reasonable grounds.
2.3.2 The Client will supply in a timely manner all information, instructions, review and feedback reasonably required by the Company in connection with the performance of its obligations under the Agreement or will appoint a representative who is fully empowered and authorised to provide the same.

2.4 TRIAL PERIOD AND CANCELLATION
2.4.1 The Client can cancel the Agreement within 30 calendar days of the date on which payment was made for the Services. The Client can only cancel the Agreement by e-mail through the support service or by post to the Company’s business address.
2.4.2 Orders for Domain names may not be cancelled.

2.5 AUTOMATIC RENEWAL
Except in the case of domain services the Company operates automatic renewal of subscription to Services. The Client will receive automated e-mail reminders of the automatic renewal of their subscription to the Services at periods of 30 calendar days and 7 calendar days before the end of the Services Period. If the Client does not terminate the Agreement by 7 calendar days before the end of the Services Period the Services will be automatically renewed on the first day after the end of the Services Period.

2.6 TERMINATION
The Client can terminate the Agreement at any time by giving the Company 30 calendar days notice. The Client can only cancel the Agreement by e-mail through the support service or by post to the Company’s business address. If the Client terminates the contract orally the Client will need to confirm the oral cancellation in writing and send it to the Company by one of the means just specified.

2.7 INDEMNITY
The Client will fully indemnify the Company against all actions, demands, costs (on a full indemnity basis), losses, penalties, damages, liability, claims and expenses (including legal fees) whatsoever incurred by it and arising from any of the following:
2.7.1 breach of the Agreement, negligence or other default by the Client or the Client’s employees, agents or subcontractors;
2.7.2 the operation or break down of any IT systems owned or used by the Client including the Client’s System;
2.7.3 breach of Intellectual Property Rights by the Client or the Client’s employees, agents or subcontractors
2.7.4 the Client’s use or misuse of the Services.

2.8 BACKUP OF CLIENT’S WEBSITE
The Client is responsible for maintaining and keeping a backup of their website. While the Company will undertake backups to the server from time to time it is the Client’s responsibility to ensure they hold a full backup of their website on the Client’s system at all times.

3. GENERAL TERMS

3.1 INTERPRETATION, LAW AND JURISDICTION
3.1.1 The headings used in these Terms and Conditions are inserted for convenience only and are not intended to be part of or to affect the meaning or interpretation of any of the Agreement.
3.1.2 The use of masculine includes the feminine and the neuter, the use of the singular includes the plural, and vice versa.
3.1.3 The Agreement and any variation of the Agreement will supersede all previous Agreements, understandings and negotiations between the parties to the Agreement.
3.1.4 References in these Terms and Conditions to the provisions of statutes or statutory instruments are deemed to include those provisions as amended or substituted.
3.1.5 To the extent that the Client is deemed a consumer as defined by the Unfair Contract Terms Act 1977 these Terms and Conditions will not affect the Client’s rights as a consumer and will apply to the extent that applicable law allows.
3.1.6 For the purposes of the Contracts (Rights of Third Parties) Act 1999 and notwithstanding any other provision of the Agreement, these Terms and Conditions are not intended to, and do not, give any person who is not a party to it any right to enforce any of its provisions.
3.1.7 The validity, constructions and performance of the Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English Courts to which the parties submit.

3.2 DATA PROTECTION
3.2.1 Neither party shall disclose or allow access to any personal data provided or acquired by the other during the course of executing its obligations under the Contract, other than to a person employed or engaged by the party or its sub-contractor or where specifically instructed to do so in writing by the other party’s representative and the same shall apply to any personal data provided by one party to the other.
3.2.2 Any disclosure of or access allowed to personal data shall be made in confidence and shall extend only so far as is necessary for the purpose of carrying out the Services.
3.2.3 Each party shall fully indemnify the other in respect of all losses, liabilities, claims, actions, proceedings, demands, costs, charges or expenses arising out of or in connection with any civil claim made in respect of information subject to the Data Protection Act 1998, which claims would not have arisen but for some act, omission or negligence in breach of this Condition on the part of the party in default, its employees, agents or any sub-contractor or anyone acting on its or their behalf.

3.3 AMENDMENT
The Agreement may only be amended in writing signed by duly authorised representatives of the parties.

3.4 ASSIGNMENT
Subject to the following sentence, neither party may assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under the Agreement without the prior written agreement of the other party. A party may, however, assign and transfer all its rights and obligations under the Agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other party to be bound by the obligations of the assignor under the Agreement.

3.5 SEVERANCE
If any part of these Terms and Conditions is prohibited by law or judged by a court to be unlawful, void or unenforceable (including any provision in which we exclude our liability to the Client) the validity and enforceability of any other part of these Terms and Conditions will not be affected.

3.6 FORCE MAJEURE
The Company shall not have any liability under or be deemed to be in breach of the Agreement for any delays or failures in performance of the Agreement which result from circumstances beyond its reasonable control. The Company if affected by such circumstances shall promptly notify the Client in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than three months, either party may terminate the Agreement by written notice to the other party.

3.7 ENTIRE AGREEMENT
These Terms and Conditions together with our current web site set out the whole Agreement between the parties in respect of the Services and supersedes and replaces any prior written or oral agreements, representations or understandings between them relating to the Services. The parties confirm that they have not entered into the Agreement on the basis of any representation that is not expressly incorporated into the Agreement. Nothing in the Agreement excludes liability for fraud.

3.8 CONTACT ADDRESSES
Business Address: Rivergrid Limited, Rivergrid House, 13 Lawson Road, Poole, BH12 3EH, England. Email here
Registered Office: As above - Company Registration No: 5857149. Registered in England and Wales.

4. DOMAIN NAME SERVICES
UK Domains
When registering a .uk domain name the Client is entering into a contract with Nominet and the Client agrees to their terms and conditions. This is a separate contract to any the Client may have with Rivergrid Hosting Limited for the provision of internet services. The Client must read and agree to Nominet’s terms and conditions before the Client can register its domain name.

Other Domains (.com, .net, .org etc)
When registering a .com, .net, .org or other Top Level Domain (TLD) (NOT Including .uk) with the Company, the Client is registering it with IRRP, for whom the Company acts as a reseller. If the Client purchases one of these TLDs from Rivergrid Limited they are subject to Rivergrid Limited terms and conditions and to IRRP’s terms and conditions. The Client must read and agree to IRRP’s terms and conditions before the Client can register its domain name.

Version: 04 15th June 2009
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