Terms & Conditions
Provision of Services
1. CWD will provide the Service by the date agreed with the Client but the
Client is advised that all dates are estimates and CWD accepts no
liability for any failure to meet any date.
2. The Client agrees to make available to CWD as soon as reasonably
possible all materials required to complete the Web Site to the agreed
standard within the agreed timescale but CWD accepts no liability for
costs incurred, compensation, loss of earnings or any other losses due to
the failure to meet agreed dates.
3. The Service is provided solely for the use of the Client and its
authorised users. The Client is prohibited from selling or attempting to
sell the Service whether whole or in part to any third party.
Web Site Design
4. CWD accepts no liability for any copyright infringements caused by
materials submitted by the Client. We reserve the right to refuse any
material of a copyrighted nature unless adequate proof is given of
permission to use such material.
5. The Client is responsible for checking the content of the Web Site and
CWD accepts no liability for and will not become involved in any disputes
between the Client and their customers and cannot be held responsible for
any wrongdoing on the part of the Client
6. The Service must not be used by the Client or any of their authorised
users in any way that does not comply with the terms of any legislation or
licences applicable to the Client or that is in any way unlawful.
7. The Service must not be used by the Client or any of their authorised
users:
(a) fraudulently or otherwise unlawfully; to send, receive, upload,
download, use or re-use any information images or material that is
offensive, abusive, pornographic, defamatory, obscene or menacing, or in
breach of confidence, copyright, trademark, service mark, patent, privacy
or any other rights;
(b) to cause annoyance, inconvenience or needless anxiety;
(c) to transmit knowingly or recklessly any electronic material through
the Service which shall cause or is likely to cause harm, in any degree,
to computer systems owned by CWD or other internet users;
(d) other than in accordance with the acceptable use policies of any
connected networks.
8. If the Client breaches terms 6 or 7 above in any way CWD reserves the
right to terminate the agreement with the Client immediately without
notice.
Web Site Hosting and Email
9. CWD uses a third party in respect of purchasing domain names/web site
addresses on the Client’s behalf and provides no guarantees that the
address/ domain name requested will be available.
10. No checks are carried out by CWD in respect of whether such domain
names/ web site addresses are trademarked and accepts no liability for any
disputes or losses that may occur if that should prove to be the case.
11. The Client shall have no right to bring any claim against CWD in
respect of any refusal to register a domain name by the relevant
registration authority.
12. No guarantees whatsoever are offered to the Client by CWD in respect
of either listings or positioning in terms of search engine results or
sponsored search results however CWD will submit requests to various
search engines for the Client’s web site to be listed.
13. The Client is bound by the terms and conditions of the third party
host company (currently Donhost but subject to change where necessary) and
has read and understood their terms and conditions of use as set out on
their website at www.donhost.co.uk.
14. The third party host company has the right to terminate the Client’s
use of their services at any time, without notice, if the Client is in
breach of any of their terms and conditions.
15. CWD accepts no liability for any failure by the Client to renew or
register domain names/ web site addresses but will contact the Client
prior to expiry of any term to enquire whether they wish to renew and to
advise of the necessary renewal date.
16. CWD accepts no liability for non-receipt or miss-routing of emails or
for any failure of email, however if any problems of this nature are
brought to our attention by the Client we will use our best endeavours to
resolve the problem as quickly as possible.
17. CWD accepts no liability for any interruption to the Server or
down-time of the Web Site, however if any problems of this nature are
brought to our attention by the Client we will use our best endeavours to
resolve the problem as quickly as possible.
18. CWD accepts no liability for any problems incurred with accessing any
part of the Client’s Web Site caused by the operation of different
browsers and can offer no guarantees of correct function with browser
software.
19. In the event of the host company ceasing trading, CWD will secure the
services of an alternate host provider as quickly as possible but accept
no liability for any loss of business or other financial losses that may
occur whilst the Client’s Web Site is down.
20. Any corruption of the Client’s Web Site that may occur for whatever
reason will be rectified where possible as quickly as possible by CWD once
notified of the same or if detected but CWD accepts no liability for any
loss of business or other financial losses that may occur as a result of
such corruption.
Termination of the Agreement
21. Either the Client or CWD may terminate this agreement on one calendar
month’s written notice to the other.
Breaches of this agreement
22. Either the Client or CWD may terminate this agreement if the other:
(a) commits a material breach of this agreement, which is capable of
remedy, and fails to remedy the breach within a reasonable time of a
written notice to do so;
(b) commits a material breach of this agreement which cannot be remedied;
or
(c) is repeatedly in breach of this agreement.
23. If any of the events detailed in clause 21 above occur because of the
Client or any of its authorised users, CWD may suspend the Service without
prejudice to its right to terminate this agreement. CWD reserves the right
to suspend or terminate any authorised users use of the Service as an
alternate remedy to immediate termination of the agreement. This remedy is
without prejudice to CWD’s right subsequently to suspend or terminate the
agreement. CWD may refuse to restore Service which has been suspended
under this term until it has received assurances satisfactory to CWD from
the Client that the breach has been remedied and will not be repeated.
24. CWD also has the right to terminate this agreement in the event that
the Client fails to pay, or is late by 28 days or more making any payment,
that is due in respect of the Services in accordance with this agreement
Waiver
25. If either the Client or CWD delays in acting upon a breach of this
agreement that delay will not be regarded as a waiver of that breach and
if either the Client or CWD does waive any breach, that waiver is limited
to that particular breach only.
Payment of Fees
26. The Fees due under this agreement are payable every month.
27. The first payment shall become due and shall be made to CWD by the
Client within 7 days of the Client being notified by CWD that the web site
is on-line.
28. Subsequent payments will then become due every month following the
first payment.
Limitation of Liability
29. Nothing in these terms and conditions shall exclude our liability for
death or personal injury resulting from our negligence
30. CWD’s total aggregate liability to you for any claim in contract tort
negligence or otherwise arising out of or in connection with the Service
shall be limited to the charges paid by you in respect of the Service
which are the subject of any such claim.
31. Under no circumstances will CWD 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.
Indemnity
32. You shall indemnify us and keep us indemnified and hold us harmless
from and against any breach by you of these terms of business and any
claim brought against us by a third party resulting from the provision of
Services by us to You and your use of the Services and the Server
including, without limitation, all claims, actions, proceedings, losses,
liabilities, damages, costs, expenses (including reasonable legal costs
and expenses), howsoever suffered or incurred by us in consequences of
your breach or non-observance of any of the terms of this Agreement.
Notices
33. Any notice to be given under this agreement shall be in writing and
delivered either by first class post or by e-mail.
34. All notices will be deemed to have been served and effective three
days after the date it is sent.
Changes to this agreement
35. CWD can change the terms and conditions under this agreement at any
time on 14 days notice to the Client.
36. Any changes the Client wishes to make to this agreement will only take
effect if agreed in writing by CWD.
Assignment
37. The Client may not assign or transfer any of its rights or obligations
under this agreement without the prior written consent of CWD.
38. CWD may assign or transfer its rights and obligations under this
agreement but must notify the Client of the same in writing within 14 days
of the transfer or assignment.
Force Majeure
39. Neither CWD nor the Client shall be liable under or deemed to be in
breach of this agreement for any delays or failures in performance of this
agreement which results from circumstances beyond the reasonable control
of that party.
Agency / Partnership
40. For the avoidance of doubt this agreement shall not constitute or
imply any partnership, joint venture, agency, fiduciary relationship or
other relationship between the CWD and the Client other than the
contractual relationship expressly provided for in this agreement. Neither
CWD nor the Client shall have, nor represent that it has, any authority to
make any commitments on the others behalf.
Entire Agreement
41. This agreement contains the whole agreement between CWD and the Client
and supersedes and replaces all previous written or oral agreements,
representations or understandings between CWD and the Client.
42. CWD and the Client confirm that they have not entered into this
agreement on the basis of any representation that is not expressly
incorporated into this agreement but nothing in this agreement excludes
liability for fraud.
Severance
43. If any provision of this agreement is prohibited by law or judged by a
court to be unlawful, void or unenforceable, the provision shall, to the
extent required, be severed from this Agreement and rendered ineffective
as far as possible without modifying the remaining provisions of this
agreement, and shall not in any way affect any other circumstances of or
the validity or enforcement of this Agreement
Law and Jurisdiction
44. The validity, construction and performance of this agreement shall be
governed by English law and shall be subject to the exclusive jurisdiction
of the English courts to which CWD and the Client submit.