Terms & Conditions

Contract for the provision of services

 

By and between V8Media Ltd., a UK Limited company and the purchaser of the service

 

  1. DEFINITIONS:

 

  • V8 Media Ltd. is known as “the Company”.
  • The Purchaser is known as “the Customer”.
  • “Plans" means proposals for offering various Products/Services to be provided by V8Media Ltd.
  • “Product/Service” means the service to be provided by the Company to the Customer.
  • "Customer" means an end user who is utilising a Product and or Service provided by the Company.
  • “Acceptance” means any use of the Company’s Product and or Service or payment made for such Product and or Service constitutes Acceptance of these terms and conditions.
  • “Input Copy” means information provided by the Customer relating to the Product and or Service.
  • “Output Copy” means any documents or Copy, and or any data or other information provided by the Company relating to the Product and or Service.
  • “Marketing” means only marketing adverts and or written representations and or offers for relevant periods form part of the contract.
  • “Representations” means that only representations in written format from a Director of the Company will form part of this contract.
  • “Director” means a Director of the Company as made known in the contract and Marketing brochures current for the relevant period.
  • “Retained and or Obtainable Information” means the Company own the Intellectual Property rights to the following:-
    • Acms,
    • AcmsLite
    • Outbox
    • (For the avoidance of doubt the Customer may take content and design images (if agreed by the Company) but do not own the rights to any solutions and or platforms which the web solutions are built on and or in. All programming Intellectual Property belongs to the Company.

 

  • “Acceptance” means the Company confirms the order as acceptable in writing (for the avoidance of doubt in writing means by email and or post and or facsimile transmission).
  • “Order” means confirmation of offered service.
  • “Must” is a strict term of this contract and means that the party being directed must undertake that direction as a major term of the contract.
  • “Parties” means the Company and the Customer.

 

  1. ORDER/RENEWAL ACCEPTANCE

 

  • All Orders are subject to Acceptance by the Company.
  • An Order will be deemed accepted by the Company when confirmation of the Order is sent to Customer.
  • The Company may refuse to accept any Order or renewal, or delay Acceptance pending fulfilment of conditions the Company may choose to impose.
  • Such refusal or such conditions may not be unreasonable.
  • The Company agrees to provide the Customer with reasonable notice via Email or facsimile transmission of any intent to delay or decline the Acceptance of any Order or renewal.
  • The Company reserve the right to refuse an application for internet domain name, web hosting account, or other service provided by the Company if it is considered such application could result in the Company’s involvement in legal and or other proceedings.
  • If a Customer is unreasonable in providing the Company with content or other necessary information to complete the contract which delays a project the Company may invoice forthwith the remaining project costs.

 

  • PAYMENT AND TERMS

 

  • All prices for Plans provided by the Company to the Customer are UK pounds Sterling, unless stated otherwise in writing.
  • The Customer shall be responsible for paying all taxes and VAT which become due with regard to the Company’s Services.
  • Payment shall be made in UK pounds Sterling to the Company into the account designated by the Company, or as may otherwise be agreed in writing by the parties. Payments are due upon plan activation and renewal.
  • All charges will be made known to the Customer who must ensure all charges are discharged at the time of the invoice being discharged.
  • In the event that any amount remains unpaid for fourteen (14) days after date of renewal or new Order invoice, the Company becomes entitled to discontinue the contract, withhold, or suspend services to the Customer and or its Customer(s) to whom unpaid amounts relate.
  • If payment is not made on the due date, the Company shall be entitled as of contract, not withstanding alternative provisions of this contract, to charge interest on the outstanding at the rate of 8% per annum above HSBC plc base rate, from time to time, from the due date until the outstanding amount is paid in full. Or an amount provided for under the Late Payment of Commercial debts ( Interest ) Act 1998.
  • Data transfer overage invoices are due on presentation. The Company reserves the right to withhold or suspend Services to any Customer and or its customer(s) to which unpaid data transfer overage amounts relate.
  • The Company reserve the right to suspend without notice any account that exceeds twice the transfer allowance for that plan without prior arrangement from the Customer.

 

  • RULES AND REGULATIONS

 

  • The Company may impose reasonable rules and regulations regarding the use of its Services from time to time.
  • Customers must impose such rules and regulations on its Customers to the extent necessary to ensure compliance
  • Domains
    • If you are purchasing a .co.uk domain name please ensure you have clearly read the terms and conditions of Nominet by clicking this link to Nominet. By signing this contract you agree to adhere by these Terms and conditions.

 

  • LIMITATION OF THE COMPANY’S OBLIGATIONS AND LIABILITY

 

  • The Company may discontinue servicing any Plan, or may require fulfilment of conditions the Company may choose to impose as a prerequisite for continuing to service any Plan.
  • Such discontinuation or requirement may not be unreasonable
  • Reasonable notice via Email or facsimile with be provided of any such intent to discontinue or impose conditions.
  • The Company’s liability to Customers and any end user of any Plan or other company provided Services is limited to the amount paid to and received by the Company for such Services.
  • In no event shall the Company be liable to its Customers, or any end user or any other entity for any special, consequential, or other damages, however caused, whether for breach of contract.
  • Only one month’s support is provided as standard for all solutions (additional support is outlined in main sales proposals).
  • The Company is not bound to rectify solutions unless a support contract is in place.

 

  • TERMINATION

 

  • One months notice must be provided in writing to terminate any contract that is not a fixed term contract
  • Provided notice of termination can be served, upon receipt of the termination notice the Company will list what the Customer can and cannot have according to their individual contract.

 

  • PROPERTY RIGHTS

 

  • The Company owns all rights, title and interest in the Company’s trade names, service marks, inventions, copyrights, trade secrets, patents, and know-how relating to the design, function, or operation of Plans and of the hardware and software systems and resources necessary to provide the individual service elements of which they consist.
  • This agreement does not constitute a license to the Customer to use the Company’s trade names or service marks.
  • The property and any copyright or other intellectual property rights in any Input Copy shall belong to the Customer and in any Output Copy shall belong to the Company, subject only to the right of the Customer to use the Output Copy for the purposes of utilising the Service.
  • The Customer warrants that any Input Copy and its use by the Company for the purpose of providing the Service will not infringe the copyright or other rights of any third party and the Customer shall indemnify the Company against any loss, damages, costs, expenses or other claims arising from any such infringement.

 

  • CONFIDENTIALITY

 

  • Customer acknowledges that any information that comes under the Customers knowledge or control, by reason of its relationship with the Company, namely; business, plans, customers, software technology, and marketing strategies that is confidential and of substantial value to the Company, which value would be impaired if such information were disclosed to third parties must remain confidential to the Customer.
  • The Customer agrees that it will not use in any way for its own account nor for the account of any third party, nor disclose to any third party, any such information revealed to it by the Company.
  • The Customer agrees that any breach of 8.1 and or 8.2 above may result in a claim for damages being made against the customer.

 

  • RELATIONSHIP OF THE PARTIES

 

  • The relationship between the Company and the Customer is that of vendor and vendee. They shall not be construed as being joint ventures, partnerships, franchiser/franchisee, or employer/employee.
  • This agreement is a commercial agreement between businesses, not a consumer agreement. Customer has no authority, apparent or otherwise, to contract for or on behalf of the Company, or in any other way legally bind the Company in any fashion, nor shall the Customer be authorised to make any representations on behalf of the Company or its services other than to set forth the Company’s responsibilities as outlined in this agreement.

 

  • DISPUTES

 

  • The Parties shall attempt to resolve all disputes arising out of this agreement in a spirit of cooperation without formal proceedings.
  • Any dispute which cannot be as resolved as provided above in 10.1 will be resolved under the law of England and Wales.

 

  • TERM, TERMINATION:

 

  • The Terms and Conditions herein provided remain enforceable for the terms of any contract between the Parties.
  • Any amendment to the Terms and Condition will be made known to the Customer prior to any contract period either commencing or being renewed.

 

  • NON-ASSIGNABILITY

 

  • Customer's rights and obligations under this agreement may not be transferred or assigned directly or indirectly without the prior written consent of the Company.

 

  • PARTIAL INVALIDITY

 

  • If any provision of these Terms and Conditions is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect.
  • NOTICES

 

  • All notices may be sent by email, facsimile, or mail to the email address, facsimile number, or address most recently provided and will be effective upon transmission.

 

  • ENTIRE AGREEMENT; MODIFICATIONS

 

  • This agreement sets forth the entire agreement and understanding between the parties and merges all prior discussion between them.
  • The Company may make changes to this agreement upon thirty (30) days' written notice to Customer, advising of the change and the effective date thereof. Utilisation of the Company’s Services by the Customer and or its Customers following the effective date of such change shall constitute Acceptance by Customer of such change(s).

 

  • CONTENT LIABILITY

 

  • The Customer will be totally responsible for ensuring the legality of any internet site, including but not limited to the following:-
    • , issues of copyright,
    • accuracy of statements and
    • appropriate suitability of use.

 

  • Any legal infringements howsoever caused, will be the liability of the Customer, not the Company.

 

  • The Customer agrees to indemnify the Company against any loss incurred through the Customers breaches of this agreement or the law or any other agreement that Customer has with any other parties.

 

  • DESIGN SERVICE ADDITIONAL TERMS
    • OBLIGATIONS OF CUSTOMER
      • The Customer agrees to the incorporation of names or logos of v8Media and or solution name (such as acms) to be displayed prominently within the design of the product, both of which may be hyperlinks.

 

  • BROWSER COMPATIBILITY
    • The Company’s designed sites will be:
      • Compatible with all browser types and versions which are specified in the proposal as outlined by the Company.
      • Due to rendering differences between browsers, some minor alignment issues may occur, however these will be kept to a minimum wherever possible.

 

  • PAYMENT PROFILE
    • 90% of full project price will become due after 3 months of contract award in the event that the Company is awaiting content or direction from the Customer

 

  • STATUTORY RIGHTS
    • These terms and Conditions do not affect your statutory rights as a consumer.

 

  • LEGAL COSTS
    • The Customer agrees that all legal costs are recoverable as contract regardless of the amount being pursued or the track of court allocated to deal with the claim

 

  • REGISTRATION

 

  • While the Company shall make every effort to ensure successful registration of an Internet domain name on behalf of the Customer; the Company cannot guarantee the availability or successful registration of any domain name or acceptance of domain name registration by the relevant domain registry.
  • The Company shall not be liable for any direct, indirect or consequential loss, damage, cost or expense arising from a failure to register a domain name registration.

 

  • FORCE MAJOUR
    • Neither party shall be liable for any failure or delay in performance of this agreement which is caused by circumstances beyond the reasonable control of a party [including without limitation any labour disputes between a party and its employees]