STANDARD CONDITIONS OF SALE
1 DEFINITIONS
1.1 “Buyer” means the person who buys or agrees to buy the Product/Service, from the Seller.
1.2 “Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller
“Delivery date” means the date specified by the Seller when the products are ready for use.
1.4 “Products” means those goods specified.
1.5 “Price” means the price for the Products/Service excluding carriage, packing, insurance and VAT.
1.6 “Seller” means LnK Web Design
1.7 “Consumer” shall bear the meaning ascribed in Section 9 Unfair Contract Terms Act 1977.
1.8 The Client in this document refers to all customers using any services of LnK Web Design INCLUDING Email forwarding and POP Email, Internet Web Hosting, FTP Hosting, Domain Name Registration, Internet Web Site Design solutions, Server Co Location services and such other services as the Company may from time to time provide.
1.9 Servers refers to all Software Processing Units (SPU) used by the Company that are connected to the Internet.
1.10 Internet Solution can consist of Email Forwarding, Email POP accounts, Internet Web Site Hosting, FTP hosting, Domain Name Registration and any services that the Company offers to clients connected with the Internet business.
2. CONDITIONS APPLICABLE
2.1 The Seller shall sell and the Buyer shall purchase the product/services in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these conditions, which shall govern the contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or is purported to be made, by the Buyer.
2.2 Any variations in these conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller, acting by it’s Managing Director or some other person authorised in writing by him.
2.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
2.4 If any provision of these conditions is adjudged invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of those provisions in question shall not be affected.
2.5 The Client is deemed to be fully conversant with the Internet and the Company gives no warranties expressed or implied except as expressly stated in these conditions.
2.6 The Client shall at all time comply with the terms and conditions (from time to time subsisting) for the registration of Domain Names published by the relevant naming authority and generally to the terms and conditions of any such authority having similar force and to which the client may become subject as a result of services provided by the Company
2.7 The Client agrees to indemnify the Company its employees and agents and shall hold them harmless from and against all loss penalties damages liability claims or expenses whatsoever arising from any claims by third parties as to ownership or other rights to use a Domain Name where one has been registered by or transferred to the Company or arising in any way by the Client infringing (whether innocently or knowingly) third party rights.
2.8 The Company reserves the right to monitor the Client's monthly bandwidth usage and reserves the right to implement restrictions on available bandwidth in order to protect all Internet Solutions using the Servers from time to time when necessary. Your subscription covers permitted bandwidth (monthly transfer limit) as stated on your Customer Information Sheet (CIS). The Company reserves the right to make additional charges for usage above the limit at the prevailing charge rate as stated on the Company's web site.
2.9 The Client shall not permit any third party to use and/or access any of the Servers for any purpose without prior written consent of the Company given in accordance with Clause 2.28.1
2.10 Where applicable, the Company shall at all time take reasonable steps to safeguard the Servers and the data contained therein from damage accident fire theft and unauthorised use.
2.11 The Company shall have no liability to the Client for loss arising from any material, data or instructions supplied whether digitally or otherwise by the Client or on its behalf which is incomplete inaccurate illegible out of sequence or in the wrong form or arising from late arrival or non‑arrival or any other fault by the Client or on its behalf.
2.12 The Client shall notify the Company immediately in accordance with Clause 2.28.1 if it becomes aware of any unauthorised use of all or any of the Internet Solutions by any person.
2.13 The Client acknowledges that it has independently determined that the Internet Solutions supplied by the Company meets its requirements. Package configurations of Internet Solutions are subject to change without notice.
2.14 The Company shall be entitled to vary its prices from time to time without prior notice and the current prices shall be published at all times at the Company's Internet Site.
2.15. In respect of Domain Name registration the Company will raise an invoice for payment to the appropriate naming authority and for the hosting that name specifying the date by which payment by the Client must be made. Failure for any reason by the Client to make payment before the specified date will entitle the Company to release the Client's Domain Name without any liability for loss suffered by the Client howsoever arising.
2.16 The Company is not responsible for any delay malfunction non performance and/or other degradation of performance of any of the Client's Internet Solutions caused by or resulting from any alteration and/or modifications and/or amendments due to changes and specifications requested or implemented by the Client whether or not beyond the Internet Solutions already supplied. The Company reserves the right to raise additional charges for any work arising out of the provisions of this clause.
2.17 In the event of total systems failure resulting in the disruption of service to the Internet from the Servers the Company will endeavour to repair and reinstate the service within 24 hours of detection depending on the severity of the failure. If failure is caused by the Client or any agent of the Client to whom access to the Servers was given the Client shall pay all costs to reinstate and/or repair the client server.
2.18 The Client is not allowed to serve information in the form of text or graphics from the Servers which may indirectly or directly lead to a contravention of the laws or regulations of the United Kingdom and in Parliament applicable to the export supply or use of goods or technology or publication of material which is prohibited such as pornography warez or serve such information either knowingly or unknowingly which in the absolute discretion of the Company may bring the Company into disrepute or may call into question any action taken by the Company on the Client's behalf. The Company reserves the right to terminate the services indefinitely to the Client until such contravention is corrected and/or rectified.
2.19 All confidential information of the Client or of the Client's customers disclosed to the Company shall be regarded as disclosed in confidence and shall be used in connection with the affairs of the Client and not be passed on to third party and/or in any way be made use of by the Company at any time either during or after the termination of this agreement save with consent or which comes into the public domain (otherwise than through the unauthorized disclosure by the Company).
2.20 The Client shall promptly notify in accordance with Clause 2.28.1 the Company if it becomes aware of a breach of confidence and shall give the Company all reasonable assistance in connection with any proceedings the Company may institute against a third party at the Company's expense.
2.21 The Client shall treat as confidential the Internet Solutions supplied by the Company and either designated as confidential by the Company or confidential by its nature (information). Information shall not include information which is lawfully in the possession of the Client otherwise than through disclosure by the Company or which is in the public domain (otherwise than through unauthorized disclosure by the Client)
2.22 The company reserves the right to suspend all services without refund of any costs and without notice to our Client who uses servers to send bulk unsolicited E‑mail (spamming).
2.23 The Client will not provide any technical information obtained from the Company to any person Company firm or government entity when the Client knows or has reason to believe that the supply of information may indirectly or directly lead to a contravention of the laws or regulations of the United Kingdom applicable to the export supply or use of goods or technology.
2.24 WITHOUT PREJUDICE TO ANY OTHER CONDITIONS THE COMPANY RESERVE THE RIGHT TO SUSPEND SERVICES TO A CLIENT WHO USES THE SERVERS INDEFINITELY IN THE EVENT THAT ANY OF THESE CONDITIONS ARE BREACHED AND SUSPENSION OF SERVICES WILL CONTINUE UNTIL THE CAUSE OF THE BREACH IS RECTIFIED OR UNTIL OTHERWISE AGREED. THE COMPANY ENFORCES "GOOD NETIQUETTE" PRACTICE AND ALL CLIENTS USING THE FACILITIES AND SERVICES ARE OBLIGED TO COMPLY TO THIS CODE OF PRACTICE.
2.25 Any failure or delay by either party in exercising any rights or remedy will not constitute a waiver.
2.26 If either the Company or the Client is unable or if it is impracticable, to perform any of its obligations under these conditions due to circumstances beyond its control it shall immediately give notice to the other party in writing and indicate what steps (if any) are being taken to remedial.
2.27 The minimum contractual period for the provision of services by the company is 24 months from the first day that the services are made available to the Client. This agreement should be deemed to expire only in the event that the Client sends one month's written notice no later than the 23rd month after the supply of services stating its intention to terminate this agreement otherwise the following years annual fee for the services supplied to the Client shall become applicable and a liability of the Client.
2.28.1 Any notice or other communication to be given by a party under this Agreement must be in writing and must be given by delivery at or sending by first class post or other faster postal E‑mail service or telex facsimile transmission or other means of telecommunication in permanent written form (provided the addressee has his or its own facilities for receiving such transmission) to the last known postal or E‑mail address or relevant telecommunications number of the other party. Where notice is given by sending in a prescribed manner it shall be deemed to have been received when in the ordinary course of the means of transmission it would be received by the addressee. To prove the giving of a notice it shall be sufficient to show it was despatched. A notice shall have been effect from the sooner of its actual or deemed receipt by the addressee.
2.28.2 At all times the Client must specify a communications address in a recognised form to which the Company may all send all notices or other forms of communication, (particular in an emergency). Should the Client fail to notify the Company immediately of any change in particulars then the Company shall not be liable for any loss to the Client arising from any such failure.
3 THE PRICE AND PAYMENT
3.1 Save as provided otherwise herein the Price shall be that as stipulated in the Seller’s quotation at date of the acceptance for the Products/Services. VAT shall be due at the rate ruling the date of the Seller's invoice other than where the Buyer acts as a Consumer. Any event of any increase in the cost to the Seller of resources, labour, overheads, or any increase in taxes or duties, or any variation in exchange rate the Seller may increase the price payable under the contract upon written notice.
3.2 Payment of the price and VAT shall be due on the delivery of the Products/Services. Time for payment shall be of the essence. If the Buyer does not pay the Price on delivery the Seller may bring an action for the price even though property in the Products/Services has not passed to the Buyer. The Buyer will pay the price in full without discount (except any discount allowed by these terms) deductions, set off or abatement on any ground.
Interest on overdue invoices shall accrue from the date when payment become, due from day to day until the date of payment at a rate of 2% above Midland Bank plc’s base rate from time to time in force and shall accrue at such a rate after as well as before judgement.
4. THE PRODUCTS/SERVICES
4.1 The quantity and description of the Products/Services shall be set out in the Seller's quotation.
4.2 The Seller may make any changes in the specification of the Products/Services which do not materially affect their quality or performance required to conform with any applicable statutory requirements where the Products/Services are supplied to the Seller’s specification.
No order has been accepted by the Seller may be cancelled by the buyer save with the agreement in writing of the Seller and in terms that the buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of labour and resources used), damages, charges and expenses reasonably incurred by the Seller as a result of cancellation.
5 DELIVERY OF THE PRODUCTS/SERVICES
5.1 Delivery of the Products/Services shall be made by the Seller notifying the Buyer that the Product/Service is available for use.
5.2 The Seller shall use its reasonable endeavours to meet any date stated for delivery.
In any event time of delivery shall not be of the essence.
The Seller shall not be liable for any delay in delivery howsoever caused.
6 ACCEPTANCE OF THE PRODUCTS/SERVICES
Other than where the Buyer acts as a consumer the Buyer shall be deemed to have accepted the Products/Services 5 working days of delivery to the Buyer.
After acceptance the Buyer shall not be entitled to reject Products/Services which are not in accordance with the contract.
7 INSOLVENCY OF BUYER
7.1 This clause applies if:
7.1.1 The Buyer makes any voluntary arrangements with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt, or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or
7.1.2 An encombrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer, or
7.1.3 The Buyer ceases, or threatens to cease, to carry on business, or
7.1.4 The Seller reasonably apprehends, that any, of the events mentioned above is to occur in relation to the Buyer and notifies the Buyer accordingly.
7.2 If the Clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Buyer, and if the Products/Services have been delivered but not paid for the price shall become, immediately due and payable that despite any previous arrangement or agreement to the contrary.
8 GENERAL
8.1 Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control and the party shall be entitled to a reasonable extension of time for the performance of its obligations.
8.2 Any notice required or permitted to be given by either party to the other under the conditions shall be in writing addressed to the other party at its registered office or principle place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.
8.3 Each party agrees to treat as conditional and not to divulge to any third party without prior written consent of the other, details of the other’s business operations, proprietary rights and techniques, contemplated new products/services and customer lists. This obligation does not relate to information which is or becomes public knowledge through no fault of either party or has been properly obtained from a third party lawfully entitled to possess the information.
9 HEADINGS
9.1 The headings of the Clauses in these conditions are intended for reference and will not affect the construction of these conditions.
9.2 PAYMENTS
If the Buyer fails to make any payments in accordance with the terms and provisions hereof the Seller, in addition to its other rights and remedies but not in limitation thereof at its opinion may defer deliveries hereunder or under any other Contract with the Buyer except upon receipt of satisfactory security or of cash before such deliveries resume.
9.3 CONSEQUENTIAL LOSS
The Seller shall not be liable for any cost claims damages or expenses arising out of any tortuous act or omission or any breach of Contract or statutory duty calculated by reference to profits income or accrual or loss of such Profits income production or accruals or by reference to accrual of such cost claims damages or expenses on a time basis, to the fullest extent of the law.
9.4 REPRESENTATIONS
No statement, description, warranty condition or recommendation contained in any catalogue, price list or advertisement or communication or made verbally by any of the Agents or employees of the Seller shall be construed to enlarge, vary or override in any way thereof any of these conditions.
9.5 FORCE MAJEURE
The Seller shall be intituled to delay or cancel delivery or to reduce the amount delivered if it is prevented from or hindered in or delayed in production, obtaining or delivering the products/services by normal routes or means of delivery through circumstances beyond its control including but not limited to strikes, lock outs, accidents, war, fire, reduction in or availability of power at the Sellers premises or breakdown of equipment or computer downtime or server availability or communication links or unavailability of resources.
9.6 ADDITIONAL COSTS
The Buyer agrees to pay for any loss or extra cost incurred by the Seller through the Buyers instructions or lack of instructions or through failure or delay in taking delivery or through any acts or default on the part of the Buyer, its servants, agents or employees.
9.7 RIGHT OF PARTIAL REJECTION LIMITED
Section 35 (A) of the Sale of Goods Act 1979 (as amended) shall not apply (there shall be no right to partial rejection.)
9.8 TERMS TO BE APPLIED WHERE THE BUYER DOES NOT ACT AS A CONSUMER
Where the Buyer acts other than as a consumer, for the purposes of Section 35 (2) of the Sale of Goods Act 1979 (as amended) the reasonable opportunity of examining the product/service delivered under the Contract shall be five days upon delivery and section 15 (A) of the Sale of Goods Act 1979 (as amended) shall apply.
10 PROPER LAW OF CONTRACT
This Contract shall be governed by the law of England and Wales and any dispute, question or remedy howsoever arising shall be determined by the courts of England and Wales.