Any User of Unidahouse.co.uk must accept to the Terms of Use of Unidahouse.co.uk this includes the Acceptable User Policy (AUP) & Agreement for the provision of Web hosting services. These can be found below:
Acceptable Use Policy (AUP) – Unidahouse.co.uk – The Student Property Search Engine
1 Introduction
1.1 Unidahouse.co.uk - The Student Property Search Engine has created this Acceptable Use Policy (AUP) to protect our resources, with a view of ensuring the integrity, security, reliability and privacy of Unidahouse.co.uk - The Student Property Search Engine’s network, systems, products, services, server hosting facilities and data contained therein (collectively, the " Unidahouse.co.uk - The Student Property Search Engine Network") and to ensure that Unidahouse.co.uk - The Student Property Search Engine complies with all relevant UK laws. This AUP must be read in conjunction with the Conditions set out in this Agreement.
1.2 For the purposes of this policy, a Customer is defined as any party who purchases or uses a Service from Unidahouse.co.uk - The Student Property Search Engine.
1.3 The Customer is solely responsible for the content and messages that they post, distribute or otherwise make available using Unidahouse.co.uk - The Student Property Search Engine Network and Services. Unidahouse.co.uk - The Student Property Search Engine encourages its Customers to self-rate their websites using a major rating agency such as the Internet Content Rating Association (ICRA) (http://www.icra.org).
1.4 It is the responsibility of the Customer to ensure that they comply with the latest edition of the AUP at any given time.
1.5 The provisions within this AUP shall not prejudice or vary the clauses and Conditions of the Agreement.
1.6 This AUP may be revised, [without notice,] at any time, at the sole discretion of Unidahouse.co.uk - The Student Property Search Engine. Completion of the relevant application form, or connection to the Unidahouse.co.uk - The Student Property Search Engine’s service for the first time, is deemed to be an agreement to our Conditions and this AUP.
1.7 In the event of a breach of this policy, Unidahouse.co.uk - The Student Property Search Engine reserves the right to terminate all or part of any service with immediate effect, without recompense, and delete any files held on our servers.
1.8 If you have any questions about any of our policies, please contact the Unidahouse.co.uk - The Student Property Search Engine at: [contact@unidahouse.co.uk].
2 Compliance with UK Law
2.1 It is an offence under UK law to transmit, receive or store certain types of data/files/content.
2.2 The Customer may not use or allow our services to be used to engage in activities, or store, transfer or receive material of an indecent, offensive or otherwise illegal nature. Any such activities may result in prosecution by the UK authorities under the relevant Criminal Acts including but not limited to the Computer Misuse Act 1990, the Protection of Children Act 1978, the Criminal Justice Act 1988 and the Prevention of Harassment Act 1997.
2.3 It a criminal offence under UK law to knowingly infringe intellectual property rights. The Customer is reminded that sharing copyright material through the use of peer to peer software may consequently constitute a criminal offence if done without permission of the right owner in question. Unidahouse.co.uk - The Student Property Search Engine will co-operate with any agency or rights holder wishing to assert their rights in these matters and Unidahouse.co.uk - The Student Property Search Engine reserves the right to withdraw service under such circumstances.
2.4 The Data Protection Act 1998 imposes duties on any organisation that processes personal data relating to third parties. Failure to comply with many of these duties constitutes a criminal offence. Customers who are not merely processing personal data for domestic (including recreational) reasons are reminded of their probable duty to register with the Information Commissioner. (Information is available online at: www.ico.gov.uk).
2.5 Under the Electronic Commerce (EC Directive) Regulations 2002, Unidahouse.co.uk - The Student Property Search Engine is in general not liable to any criminal or pecuniary penalty for any unlawful acts carried out using our service unless we have actual knowledge of those unlawful acts. Accordingly, if we become aware of credible evidence that the Customer has carried out any unlawful acts we will take preventative measures to bring those acts to an end.
2.6 As of 1/10/2008 all properties advertised/displayed/uploaded on Unidahouse.co.uk - The Student Property Search Engine are required by UK law to have a true and current Energy Performance Certificate (EPC). It is the sole responsibility of the Customer to have the correct EPC documentation before uploading their property onto our website (www.unidahouse.co.uk); it is a criminal offence not to have the correct EPC documentation. Failure to have the correct EPC documentations may result in prosecution and fines by the UK governing body. Unidahouse.co.uk - The Student Property Search Engine accepts no responsibility for the failure of a Customer to have the correct EPC.
3 Compliance with foreign law
3.1 The Internet is global in reach. Consequently it is possible for anyone using the internet to break the laws of foreign countries. Customers are therefore advised to take all reasonable steps to avoid breaching relevant foreign laws.
4 Warranties and Disclaimers
4.1 Our service warranties and the extent of our liability are explained fully in the clauses of Agreement.
4.2 By connecting to the Unidahouse.co.uk - The Student Property Search Engine network, Customers agree that Unidahouse.co.uk - The Student Property Search Engine shall not be held responsible in the event of any legal claim regarding our services.
5 Irresponsible usage
5.1 Customers acknowledge that they have a responsibility to ensure that their connection is not used in an irresponsible manner. Unidahouse.co.uk - The Student Property Search Engine deem irresponsible use of the services contrary to good Netiquette (whether actual or attempted and whether directly or indirectly) to include, but not be limited to:
5.1.1 Posting or sending unsolicited e-mail or messages substantially similar in content to 10 or more Usenet or other newsgroups, forums, listservs, or other similar groups or lists (each, a ‘List’);
5.1.2 Posting or sending messages or other content to a List which are off-topic according to the charter or other owner-published FAQs or descriptions of the List;
5.1.3 Sending unsolicited commercial messages or communications in any form;
5.1.4 Falsifying user or other Service related information, including, but not limited to, intentionally omitting, deleting, forging or misrepresenting transmission information, including headers, return mailing and Internet protocol addresses, provided to Unidahouse.co.uk - The Student Property Search Engine or to other Service users or engaging in any activities or actions intended to withhold or cloak Customer's or its End Users identity or contact information;
5.1.5 Promoting or participating in Chain Letters, “Make Money Fast” and other Ponzi Pyramid-Selling Schemes, even where they offer no financial or material reward;
5.1.6 Engaging in any other activity that:
5.1.6.1 violates a law or regulation (including, but not limited to, libel, slander, invasion of privacy, harassment, obscenity, child pornography, export laws and regulations, and infringement or misappropriation of another party's copyrights, trademarks, patents, trade secrets or other intellectual property rights);
5.1.6.2 threatens the integrity and/or security of any network or computer system (including, but not limited to, transmission of worms, viruses and other malicious codes and accessing any device or data without proper authorisation);
5.1.6.3 attempts to use the Service in such a manner so as to avoid incurring charges for or otherwise being required to pay for such usage;
5.1.6.4 otherwise degrades or interferes with other users' use of a Service;
5.1.6.5 breaches a third party non-disclosure agreement or obligation, or
5.1.6.6 violates generally accepted standards of Internet (Netiquette) or other networks conduct and usage, including, but not limited to, denial of service attacks, web page defacement, port and network scanning, and unauthorised system penetrations.
5.1.7 Engaging in any of the activities listed above by using another provider's service, but channelling the activity through a Unidahouse.co.uk - The Student Property Search Engine account, remailer, or otherwise through a Service.
5.2 Any violation of this policy by or on behalf of a Customer or a Customer’s End User, and violation by a third party on behalf of a Customer or Customer’s End User, shall be considered a violation of the policy by such Customer or Customer’s End User.
5.3 Without prejudice to clauses 8 and 9 or any other clauses in the Agreement, in the event that a Customer’s services are used for any purpose that Unidahouse.co.uk - The Student Property Search Engine deem irresponsible or contrary to Netiquette and in violation of the Agreement and AUP then Unidahouse.co.uk - The Student Property Search Engine reserve the right to suspend service while the usage is investigated in consultation with the customer. Should investigation determine that the service has been used irresponsibly, Unidahouse.co.uk - The Student Property Search Engine reserve the right to terminate the Customer’s account with immediate effect. Wherever possible the customer will be notified in advance of any termination.
5.4 Unidahouse.co.uk - The Student Property Search Engine has no obligation to monitor the Communication Services. However, Unidahouse.co.uk - The Student Property Search Engine reserves the right to review materials posted to a Communication Service and the removal of any materials is at its sole discretion. Unidahouse.co.uk - The Student Property Search Engine reserves the right to terminate the Customer’s access to any or all of the Communication Services at any time without notice on any reasonable grounds.
5.5 Unidahouse.co.uk - The Student Property Search Engine reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, at Unidahouse.co.uk - The Student Property Search Engine’s sole discretion.
5.6 Unidahouse.co.uk - The Student Property Search Engine requests the use of extreme caution when giving out any personally identifying information about yourself (the Customer) or the Customer’s children in any Communication Service. Unidahouse.co.uk - The Student Property Search Engine does not control or endorse the content, messages or information found in any Communication Service and, therefore, Unidahouse.co.uk - The Student Property Search Engine specifically disclaims any liability with regard to the Communication Services and any actions resulting from the Customer’s participation in any Communication Service. Managers and hosts are not authorized Unidahouse.co.uk - The Student Property Search Engine spokespersons, and their views therefore cannot necessarily be held to reflect the views of Unidahouse.co.uk - The Student Property Search Engine.
6 Security and privacy
6.1 Login names and passwords must be kept secret and not be communicated to any third party. Unidahouse.co.uk - The Student Property Search Engine must be notified immediately if security is compromised. If a customer forgets or loses their password, they will need to contact support to have it changed.
6.2 Customers are responsible for all traffic that is sent from their server. It is therefore the Customer’s responsibility to ensure that all software is virus-free and up-to-date with all relevant security patches. In particular, server software running on public-facing ports, such as mail servers and proxy servers, must not be remotely exploitable.
6.3 If Unidahouse.co.uk - The Student Property Search Engine finds malicious traffic emanating from a Customer’s server, Unidahouse.co.uk - The Student Property Search Engine have an obligation to our other customers and peering networks to take urgent measures to block that traffic. In many cases, this can be achieved by selective port blocking, but in other cases, this will involve disconnecting and suspending the account until the issue has been resolved. Unidahouse.co.uk - The Student Property Search Engine understand that in many cases a customer may not be responsible for or aware of the problem, and therefore Unidahouse.co.uk - The Student Property Search Engine will work with the Customer to resolve the issue as efficiently as possible to restore normal service.
7 E-mail
7.1 The Customer may not use Unidahouse.co.uk - The Student Property Search Engine services to send unsolicited commercial e-mail. Unidahouse.co.uk - The Student Property Search Engine will block the mail services of any customer found to be sending such mail.
7.2 [Customers may not have Open Mail Relays. Unidahouse.co.uk - The Student Property Search Engine will close the relay or connection of any customer found with an open mail relay.]
7.3 Opt-in mailing lists are allowed, where it can be proved that subscribers did opt-in and that a suitable opt-out mechanism is available.
7.4 [Unidahouse.co.uk - The Student Property Search Engine reserve the right to remove any mail older than 60 days from shared mail servers. It is the Customer's responsibility to ensure that mail is regularly collected and removed from Unidahouse.co.uk - The Student Property Search Engine’s POP3 server. Unidahouse.co.uk - The Student Property Search Engine strongly advise against the use of the POP3 option to keep mail on the server. If a POP3 mailbox contains an excessive amount of mail, Unidahouse.co.uk - The Student Property Search Engine reserve the right to remove older mails from the mailbox to reduce its size.]
8 Hosting (Shared Server)
8.1 By uploading to the services, the customer will be deemed to have accepted the Conditions of use of the Web space service as defined in the Agreement.
8.2 The Customer will be responsible for the content of their property listings and forum posts, including obtaining the legal permission for any works they include and ensuring that the contents of these pages do not violate UK law. Unidahouse.co.uk - The Student Property Search Engine reserve the right, without notice or explanation, to remove material which does not comply with this AUP or the Conditions of the Agreement.
8.3 Unidahouse.co.uk - The Student Property Search Engine reserves the right to suspend any or all of the service at any time, without prior notice, explanation, or recompense.
8.4 The Customer will be held solely responsible for any defamatory, confidential, secret or other proprietary material made available via their website. Unidahouse.co.uk - The Student Property Search Engine reserves the right to suspend any sites containing such material. The Customer must exercise caution when using peer to peer networking software to ensure that they do not download or transfer material which they do not have the right to download or transfer.
8.5 Login names and passwords must be kept secret and not communicated to any third party, except for agencies, such as Webpage designers, working on the Customer’s behalf. Unidahouse.co.uk - The Student Property Search Engine must be notified immediately if security is compromised.
8.6 The Customer has sole responsibility for ensuring that any data is suitably backed-up. Unidahouse.co.uk - The Student Property Search Engine will not keep backups of the Customers’ websites. Unidahouse.co.uk - The Student Property Search Engine will accept no responsibility whatsoever for loss of data or information resulting from the use of this service.
8.7 If the account is suspended for any reason, such as non-payment, access to the Customer's website, both for viewing and uploading, may also be suspended.
8.8 On closing an account, the relevant data on this Web space will be deleted.
8.9 Unidahouse.co.uk - The Student Property Search Engine take no responsibility for the information, software, products, and services included in or available through Unidahouse.co.uk - The Student Property Search Engine. Theweb site of Unidahouse.co.uk - The Student Property Search Engine may include inaccuracies or typographical errors.
9 [ Hosting (Dedicated Server)]
9.1 By uploading to a Unidahouse.co.uk - The Student Property Search Engine dedicated server, the customer will be deemed to have accepted and agreed to the Conditions of the Agreement.
9.2 The Customer will be responsible for the content on their server, including obtaining the legal permission for any works they include and ensuring that the content on the server does not violate UK law. Unidahouse.co.uk - The Student Property Search Engine reserve the right, without notice or explanation, to remove from the network a server which does not comply with this AUP or the Conditions of the Agreement.
9.3 Unidahouse.co.uk - The Student Property Search Engine reserve the right to remove a server from the network, if it is deemed to be causing excessive load or traffic, is adversely affecting the performance of other servers on the network, or is being abused by an external entity. It is the Customer's responsibility to ensure that their scripts are not vulnerable to these problems.
9.4 The Customer agrees not to advertise their Website via unsolicited commercial e-mail. Unidahouse.co.uk - The Student Property Search Engine reserve the right to suspend a site which has been 'spamvertised' (advertised by such unsolicited commercial e-mail) at any time.
9.5 Unidahouse.co.uk - The Student Property Search Engine do not impose quotas for data transfer on dedicated servers. However if a customer is using an excessively high volume of bandwidth for data transfer Unidahouse.co.uk - The Student Property Search Engine reserve the right to revert to its Conditions [and the terms set out in the Term Sheet] and impose a charge for high usage. We ask customers who intend to use high volumes of bandwidth for data transfer to first discuss their requirement with Unidahouse.co.uk - The Student Property Search Engine.
9.6 The Customer will be held solely responsible for any defamatory, confidential, secret or other proprietary material made available via their dedicated server. Unidahouse.co.uk - The Student Property Search Engine reserve the right to remove from the network any server containing such material. The Customer must be careful when using peer to peer networking software to ensure that they do not download or transfer material which they do not have the right to download or transfer.
9.7 Login names and passwords must be kept secret and not communicated to any third party, except for agencies, such as Webpage designers, working on the Customer’s behalf. Unidahouse.co.uk - The Student Property Search Engine must be notified immediately if security is compromised.
9.8 The Customer is ultimately responsible for ensuring that their site is suitably backed-up.
9.9 If the account is suspended for any reason, such as non-payment, access to the server may be suspended.
9.10 On closing an account, the data on the dedicated server will be deleted.
10 Attempted security breaches
10.1 Any attempt to breach the security of any machine is forbidden. Attempting to do so will result in immediate account termination and possible further legal action. Users may not run any program that monitors network packet data or any program that compromises the privacy of network traffic.
10.2 It should be noted that attempting to breach security may lead to prosecution under the Computer Misuse Act 1990 or any other relevant criminal or civil legislation.
10.3 Attempts to circumvent copy protection technology and encryption are also likely to be illegal under the Copyright Designs and Patents Act 1988 (as amended).
11 Links to third party sites:
11.1 Unidahouse.co.uk - The Student Property Search Engine Web Site may contain links to other Web Sites ("Linked Sites"). The Linked Sites are not under the control of Unidahouse.co.uk - The Student Property Search Engine and Unidahouse.co.uk - The Student Property Search Engine is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Unidahouse.co.uk - The Student Property Search Engine is not responsible for webcasting or any other form of transmission received from any Linked Site. Unidahouse.co.uk - The Student Property Search Engine is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Unidahouse.co.uk - The Student Property Search Engine of the site or any association with its operators.
12 Non-Specific
12.1 The Customer may not mount an attack, by whatever means, against our system, or any other systems. The Customer may not run unauthorised mailing lists from or through any of our machines or mail servers.
12.2 Any IP addresses assigned to customers are owned by Unidahouse.co.uk - The Student Property Search Engine.
12.3 [When using a quota-based service, it is the Customer’s responsibility to remain within their usage quota. Unidahouse.co.uk - The Student Property Search Engine reserve the right to delete files for over-quota users if disk space is affecting the normal running of the server.]
12.4 [A Unidahouse.co.uk - The Student Property Search Engine affiliate is not eligible to earn commission from products purchased for their own use, whether by clicking through a banner they have placed upon their own website, or by clicking on another website’s Unidahouse.co.uk - The Student Property Search Engine affiliate banner.]
12.5 All contents of the Unidahouse.co.uk - The Student Property Search Engine Web Site are: Copyright© 2008 by Unidahouse.co.uk and/or its suppliers. All rights reserved.
Any Registered Landlord or Letting Agent must fully comply with the below Agreement. By agreeing to the Terms of Use upon registration, you are agreeing to the below agreement.
Agreement for the provision of Web hosting services
THIS AGREEMENT is made on (date of user/customer registration on Unidahouse.co.uk) BETWEEN: Unidahouse (the ‘supplier’) & the registered ‘user/customer’.
(1) (The registered ‘User/Customer’)('the User/Customer '); and
(2) (Unidahouse.co.uk – The Student Property Search Engine)[of(The Old Diary, Birdsall – YO17 9NU) Company Registration Number 6401343]('the Supplier').
Recital1
The Customer wishes to provide the Supplier with data that will be hosted on the Supplier's servers and made accessible via the Internet.
NOW IT IS AGREED as follows:
1 Definitions2
In this Agreement, unless the context otherwise implies/defines:
1.1 ‘Agreement’ means the agreement between the Supplier and the Customer for the provision of Services formed by these Conditions;
1.2 ‘Ancillary Systems’ means any Software and/or Equipment;
1.3 ‘Associated Company’ in respect of either party, means a subsidiary or holding company of that party or any subsidiary of such holding company and the terms "subsidiary" and "holding company" will have the meanings given to them by sections 736 and 736a Companies Act 1985 (and as re-defined in the Companies Act 2006);
1.4 ‘AUP’ means Acceptable Use Policy;
1.5 'the Charges' means the charges to be paid by the Customer for the Services as specified in[the schedule(or)the Term Sheet];
1.6 ‘Business Day’ means a day which is not a Saturday or Sunday or public holiday or bank holiday in England and Wales;
1.7 ‘Business Hours’ means 9am to 5pm on each Business Day;
12.6 ‘Chain Letters, “Make Money Fast” and other Ponzi Pyramid-Selling Schemes’ are schemes are similar to paper versions, where you add your name at the end of a list and send/forward the message to many recipients;
1.8 ‘Customer Materials’ means data, text, images, graphics, videos, logos and other content and material, hardware or equipment provided by the Customer in connection with the Agreement for use by the Supplier in providing the Services;
1.9 ‘Customer System’ means the Customer's computer system upon which the Software is loaded or otherwise in connection with which the Services are provided;
1.10 ‘Conditions’ means these conditions (in twenty-eight parts);
1.11 'Confidential information' means all business, technical, financial or other information created or exchanged between the parties;
1.12 'the Contact Details' means the contact details for the parties including postal address, fax number and email address, and the names of the parties' respective representatives specified in[the schedule(or)the Term Sheet];
1.13 'the Content' means all text, graphics, logos, photographs, images, moving images, sound, illustrations and other material and related documentation featured, displayed or used in or in relation to the Website;
1.14 ‘Customer/User’ means the Party as identified in this Agreement [and the Term Sheet];
1.15 'the Customer Software' means the software used in the Website owned by the Customer, or licensed to him by a third party or the Supplier, but shall not include the Supplier Software;
1.16 ‘the Customer System’ means the Customer’s computer system [upon which the Software is loaded or otherwise] in connection with which the Services are provided;
1.17 ‘Conditions’ means these conditions in this Agreement [to be read in conjunction with the Term Sheet and attached Schedules];
1.18 ‘cron job’ means a unix command for scheduling jobs to be executed sometime in the future, normally used to schedule a job that is executed periodically;
1.19 "Customer Materials" means data, text, images, graphics, videos, logos and other content and material, hardware or equipment provided by the Customer in connection with the Agreement for use by the Supplier in providing the Services;
1.20 ‘Denial of Service Attacks’ is any activity designed to prevent a specific host on the Internet making full and effective use of its facilities;
1.21 'DNS' stands for domain name server;
1.22 'Downtime' has the meaning given to it in clause 7.2;
1.23 ‘End User’ means user or client of the Customer’s Services;
1.24 ‘Equipment’ means any hardware, cabling and/or other equipment provided to the Customer by the Supplier in connection with the Agreement;
1.25 'expert's decision' means a decision of an expert made in accordance with the procedures set out in clause 19;
1.26 ‘FAQs’ means Frequently Asked Questions;
1.27 ‘Fees’ means the charges due to the Supplier under the Agreement in relation to the Services [as set out on the Term Sheet];
1.28 ‘Forged Headers’ and/or ‘Forged Addresses’ means sending e-mail or messages such that its origin appears to be another user or machine, or a non-existent machine;
1.29 'the Initial Term' means the initial term for the supply of the Services as specified in[the schedule(or)the Term Sheet];
1.30 'intellectual property rights' means patents, trade marks, design rights, applications for any of the foregoing, copyright, topography rights, database rights, rights in know-how, trade or business names and other similar rights or obligations, in each case whether registrable or not in any country;
1.31 'an IP address' stands for an internet protocol address;
1.32 'ISP' stands for internet service provider;
1.33 ‘List’ means newsgroups, forums, listservs, or other similar groups or lists;
1.34 ‘listservs’ are electronic mailing lists that allow a special usage of e-mail that allows for widespread distribution of information to many Internet users. It is similar to a traditional mailing list — a list of names and addresses — as might be kept by an organization for sending publications to its members or customers, but typically refers to four things: a list of e-mail addresses, the people (subscribers) receiving mail at those addresses, the publications (e-mail messages) sent to those addresses, and a reflector, which is a single e-mail address that, when designated as the recipient of a message, will send a copy of that message to all of the subscribers.
1.35 ‘mail bombing’ is the sending of multiple e-mails, or one large e-mail, with the sole intent of annoying and/or seeking revenge on a fellow Internet user;
1.36 'the Migration Services' means the services described in clause 15.2;
1.37 'the Monthly Fee' means the fee payable monthly by the Customer as specified in[the schedule(or)the Term Sheet];
1.38 ‘Netiquette’ means generally accepted standards and codes of practice for use of the internet including not sending bulk unsolicited email, denial of service attacks, web page defacement, port and network scanning, unauthorised system penetrations, mail bombing or impersonating another person;
1.39 an ‘Open Mail Relay’ is a machine which accepts mail from unauthorised or unknown senders and forwards it to a destination outside of your machine or network;
1.40 'outage' means router package loss in excess of[50%]sustained for more than[43200]seconds;
1.41 ‘Ponzi Pyramid-Selling Schemes’ are a fraudulent investment operation that involves paying abnormally high returns (profits) to investors out of the money paid in by subsequent investors, rather than from net revenues generated by any real business.
1.42 ‘security patches’ are updates to software that eliminate vulnerabilities that, when exploited, will compromise the security of a device. These updates can be required for operating systems, application software, Supplier Software, or any other software operating on the device.
1.43 'the Service Co-ordinator' means the person for the time being duly appointed by the Customer to act as the Customer's principal representative for the purpose and supervision of the Services as set out in the Contact Details;
1.44 'the Service Manager' means the person for the time being duly appointed by the Supplier to act as the Supplier's principal representative for the purpose and supervision of the Services as set out in the Contact Details;
1.45 'Services' means the services provided to the Customer by the Supplier as specified in [the Schedule(or)the Term Sheet];
1.46 'the Software' means the Customer Software and the Supplier Software;
1.47 'the Supplier Network' means that part of the Internet that is directly under the control of the Supplier;
1.48 'the Supplier Software' means the software and related documentation owned by or licensed to the Supplier including any upgrades or related documentation, as specified in [the schedule(or)the Term Sheet];
1.49 'the Terms of Payment' means the terms of payment of the Fees specified in [the schedule(or)the Term Sheet];
1.50
1.51 ‘upgrades' includes all updates, upgrades, enhancements, corrections, modifications, new releases, new versions and bug fixes in object code form only from time to time issued or made available by the Supplier;
1.52 'URL' stands for universal resource locator;
1.53 ‘Usenet’ (USEr NETwork) is a global, distributed bulletin board system (BBS). It is a distributed Internet discussion system that evolved from a general purpose UUCP (Unix to Unix CoPy) network of the same name;
1.54 'virus' means a computer program that copies itself or is copied to other storage media, including without limitation magnetic tape cassettes, memory chips, electronic cartridges, optical discs and magnetic discs, and destroys, alters or corrupts data, causes damage to the user's files or creates a nuisance or annoyance to the user and includes without limitation computer programs commonly referred to as 'worms' or 'trojan horses'3;
1.55 'visitor' means a third party who has accessed the Website;
1.56
1.57 'the Website' means the website identified in the[the schedule(or)the Term Sheet];
1.58 'the Website Maintenance Services' means the services to be provided by the Supplier to the Customer in relation to the Website as detailed in [the schedule(or)the Term Sheet].
2 Interpretation
In this Agreement unless otherwise specified:
2.1 reference to a subsidiary or holding company is to be construed in accordance with s.736 Companies Act 1985 (and in accordance with the relevant statutory provisions of the Companies Act 2006);
2.2 reference to a party is reference to a party to this Agreement and includes his permitted assignees and the respective successors in title to substantially the whole of his undertaking;
2.3 reference to a person includes any person, individual, company, firm, corporation, government, state or agency of a state, or any undertaking whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists;
2.4 words denoting the singular include the plural and vice versa and words denoting any gender include all genders;
2.5 reference to a numbered clause, paragraph or schedule is to that clause, paragraph or schedule of this Agreement;
2.6 'this Agreement' shall, unless the context otherwise requires, mean and include [the schedule(and/or)the Term Sheet (and/or) the AUP];
2.7 'control' is to be construed in accordance with s.416 Income and Corporation Taxes Act 1988 and 'controlling' and 'controlled' shall be construed accordingly;
2.8 'includes' and 'including' mean includes and including without limitation;
2.9 references to ‘denial of service attacks’ includes, but is not limited to:
2.9.1 mail bombing an address in such a way to make their Internet access impossible, difficult, or costly;
2.9.2 opening an excessive number of e-mail connections to the same host;
2.9.3 sending e-mail designed to damage the receiver's systems when interpreted; for example, sending malicious programs or viruses attached to an e-mail, and
2.9.4 using a smarthost or e-mail relay without authorisation to do so.
2.10 the index to and the headings in this Agreement are for information only and shall be ignored in construing it; and
2.11 references in this Agreement to the provisions of statutes or statutory instruments are deemed to include those provisions as amended or substituted.
3 Duties
3.1 Subject to the terms and conditions of this Agreement, the Supplier shall provide the Services to the Customer.
3.2 The Customer shall deliver the Website and the Customer Software to the Supplier in a format specified by the Supplier at a mutually convenient time.
3.3 The Customer agrees that it will:
3.3.1 not use the Services, [Ancillary Systems] and/or Customer System or allow them to be used in breach of the AUP;
3.3.2 immediately notify Supplier on becoming aware of any unauthorised use of all or any of the Services and/or relevant part of the Customer System;
3.3.3 not provide any technical or other information obtained from Supplier and/or relating to the Services to any person which the Customer is aware or ought reasonably be aware may directly or indirectly lead to a breach of any law or regulation;
3.3.4 not, in breach of good Netiquette practices, use any service provided by any third party (including an internet web site and/or email) for the publication, linking to, issue or display of any material which refers to an internet web site hosted by Supplier or any other products or services offered by Supplier from time to time without Supplier's prior written consent;
3.3.5 not use the Services, [Ancillary Systems] and/or Customer System or allow them to be used in breach of good Netiquette practices;
3.3.6 comply with any security policy notified to it from time to time by Supplier and, in particular, ensure that all passwords and user names provided to it by Supplier are at all times kept confidential, used properly and not disclosed to unauthorised people. If the Customer has any reason to believe that there has been a breach of security or that any password or user name has become known to a person not authorised to use it or is being or is likely to be used in an unauthorised way then the Customer will inform Supplier immediately;
3.3.7
3.3.8 be entirely liable for all activities conducted and charges incurred under its passwords and user names whether authorised by it or not and the Customer acknowledges that Supplier shall not be liable for any loss of confidentiality or for any damages arising from the Customer's inability to comply with these Conditions;
3.3.9 ensure that the Customer obtains and maintains insurance over all parts of the Customer System which are located on the premises of Supplier [or any of its Associated Companies] and to provide evidence that such insurance is in place, upon Supplier's demand;
3.3.10 ensure that all communication details which it provides to Supplier are at all times true, current, accurate and complete. The Customer will promptly notify Supplier of any change to such details and acknowledges that Supplier will not be liable for any loss suffered or incurred by the Customer as a result of its failure to notify such changes to Supplier; and
3.3.11 ensure that its systems (including the Customer System) meet any minimum system specifications notified to the Customer from time to time.
3.4 The Customer acknowledges that:
3.4.1 it has appropriate knowledge of how the internet functions, the systems and products provided to it in connection with the Agreement and what types of use and content are and are not acceptable, some of which are referred to in clause 8.
3.4.2 that Supplier shall have no obligation to:
3.4.2.1 train the Customer on its use of the Services [or any Ancillary System];
3.4.2.2 manipulate any material which the Customer wishes to and/or does post on any web site or other system it operates (including any Customer System) or any communication which it issues or sends in connection with any Services; or validate or vet such material for usability, legality, content or correctness.
3.4.3 the services and products provided by Supplier are standard packages which are not altered to specific requirements of the Customer, unless confirmed in writing by Supplier to the contrary.
4 Charges and payment4
4.1 The Customer shall pay the Charges to the Supplier according to the Terms of Payment.
4.2 Unless agreed otherwise the Charges are inclusive of all labour and materials but exclude VAT, which if payable shall be paid by the Customer.
4.3 The Supplier may charge the Customer interest in respect of late payment of any sum due under this Agreement, at a rate of 4% a year above the base rate from time to time of(Barclays)or the assignee or successor in title of substantially the whole of its undertaking, from the due date for payment until payment is received.
5 IP addresses
5.1 The Customer acknowledges that he has no right, title or interest in the IP address allocated to him, and that any IP address allocated to him is allocated as part of the Services and is not portable or otherwise transferable by the Customer in any manner whatsoever.
5.2 If an IP address is renumbered or reallocated by the Supplier, the Supplier shall use his reasonable endeavours to avoid any disruption to the Customer.
5.3 The Customer agrees that he will have no right, title or interest to the IP address upon termination of this Agreement, and that the acquisition by the Customer of a new IP address for the Website following termination of this Agreement shall be the exclusive responsibility of the Customer.
6 Software licence and rights
6.1 If and to the extent that the Customer requires use of the Supplier Software in order to use the Services, the Supplier grants to the Customer a royalty-free, world-wide, non-transferable, non-exclusive licence to use the Supplier Software in object code form only. The Customer has the right to authorise his employees, agents and third party consultants and contractors to use the Supplier Software as aforesaid provided that such use is consistent with the terms of this Agreement.
6.2 The Customer grants to the Supplier a royalty-free, world wide, non-exclusive licence to use [the Content and the Customer Software] in relation to his obligations under this Agreement in connection with the provision of the Services.
6.3 Except as expressly set out in clauses 6.1 and 6.2, this Agreement does not:
6.3.1 transfer or grant to the Customer any right, title, interest or intellectual property rights in the Supplier Software;
6.3.2 transfer or grant to the Supplier any right, title, interest or intellectual property rights in the Customer Software.
6.4 The Customer agrees that he will not himself, or through any parent, subsidiary, affiliate, agent or other third party:
6.4.1 copy the Supplier Software except as expressly permitted under this Agreement or by law;
6.4.2 sell, lease, license or sublicense the Supplier Software or the documentation connected with it; or
6.4.3 use any confidential information of the Supplier5.
If the Customer is permitted to make any copies of the Supplier Software, the Customer must reproduce all proprietary notices of the Supplier, if any, on the copies.
7 Service levels--standards and interruptions6
7.1 The Website shall be available to visitors pursuant to the Services[99.99%]of the time. Where the Website is not so available, the Customer will be credited with an amount calculated monthly as an aggregate of all downtime events in accordance with the Unidahouse downtime policy.
7.2 'Downtime' means any service interruption of [12 hours] or more in the availability to visitors of the Website pursuant to the Services, but only if the interruption is due to a default by the Supplier resulting in(100% failure of the site.)7.
7.3 Outages, including emergency and previously scheduled windows for router, switch or server maintenance, are not to be included in downtime calculations. The Supplier shall make all commercially reasonable efforts to provide the Customer with previous email notification of all scheduled and emergency outages.
7.4 The Customer will supply in a timely manner all information, instructions, review and feedback reasonably required by the Supplier in connection with the performance of its obligations under the Agreement and will appoint a representative who is fully empowered and authorised to provide the same.
7.5 The Supplier shall notify the Customer of any report of downtime, and will investigate it using suitably qualified personnel, as soon as reasonably practicable after becoming aware of it, and shall remedy the downtime as soon as reasonably practicable8.
7.6 If the Customer makes a valid claim against the Supplier based on a failure by the Supplier to comply with the warranty set out in clause 7.5 the Supplier may, at its option, take such steps as it deems necessary to remedy such failure or refund such part of the Fees as relates to such Services, provided that the liability of the Supplier under such warranty will in no event exceed one and a quarter times the amount of the Fees paid to the Supplier by the Customer (excluding VAT and expenses) in the 12 month period prior to the date on which the Customer makes the claim. If the Supplier complies with this clause, it will have no further liability for a breach of the said warranty8.1.
7.7 The Supplier will not be obliged to provide any services not referred in this Agreement or referred to on the Term Sheet.
7.8 The terms of the Agreement form the entire agreement between the Supplier and the Customer in relation to the Services and all other understandings, agreements, warranties, conditions, terms or representations, whether express or implied, statutory or otherwise, are excluded to the fullest extent permitted by law. The Customer may not rely upon any representation made or given by any employee of the Supplier prior to the Agreement being entered into unless confirmed in the Agreement.
7.9 The Supplier may at any time and from time to time improve, correct or otherwise modify all or any of the Services (including substituting Software and/or Equipment with software or equipment of similar specification) provided that such modification does not materially affect provision of the Services to the Customer. The Supplier will endeavour to give the Customer reasonable notice of any such modification, where this is reasonably practicable.
7.10 Without prejudice to its other rights and remedies, the Supplier may at its sole discretion suspend the provision of the whole or any part of the Services (temporarily or permanently) and will have no liability to provide the Services on the occurrence of any of the following events:
7.10.1 notified or unscheduled upgrade or maintenance of the Supplier's IT systems;
7.10.2 issue by any competent authority of an order which is binding on the Supplier which affects the Services;
7.10.3 if the Customer fails to pay any Fees or any other sums owing to the Supplier by the Customer when they fall due;
7.10.4 if any event occurs that the Supplier deems as a consequence it appropriate to terminate the Agreement;
7.10.5 if the bandwidth or computer memory used by the Customer in relation to the Services exceeds any agreed or stipulated level and the Supplier determines in its sole discretion that suspension is necessary to protect all and any internet solutions provided by the Supplier from time to time;
7.10.6 if the size of an email, mailing list or cron job used by the Customer exceeds any agreed or stipulated size, level or frequency and the Supplier determines in its sole discretion that suspension is necessary to protect all and any internet solutions provided by the Supplier from time to time; or
7.10.7 failure or deficiencies in the Customer System referring but not limited to hardware, server corruption and security breaches.
Where the Supplier suspends provision of the Services in accordance with clause 7.10.3, it will only be obliged to recommence provision during Business Hours and once the Customer has paid all relevant outstanding sums in clear funds together with any relevant reinstatement fee (as published from time to time by the Supplier) and has accepted any revised payment terms requested by the Supplier (such as payment by direct debit).
7.11
7.12
8 Website content and data
8.1 The Customer agrees:
8.1.1 not to use the Services, [Ancillary Systems] and/or Customer System or allow them to be used for any unlawful purpose or for the publication, linking to, issue or display in the Content on the Website of any material or other information that is:
8.1.1.1 unlawful material (including any pirated software, music or ringtones, or any material which is obscene, pornographic or indecent, threatening, malicious, harmful, abusive, threatening or harassing, libellous, defamatory or which breaches the rights including Intellectual Property Rights of any third party or which is or encourages criminal acts or contains any virus, worm, trojan horse or other harmful code intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any personal information) whether under English law or regulation, the laws or regulations of the Customer's country or any other place where the results of such purpose or the material in question can be accessed;
8.1.1.2 not solicited9;
8.1.1.3 in breach of the Conditions of either this Agreement or those of the AUP annexed to this Agreement;
8.1.2 not use the Services, [Ancillary Systems] and/or Customer System or allow them to be used for the publication, linking to, issue or display of any material which in the absolute discretion of Supplier may harm the Supplier [or any of its Associated Companies] or clients or bring the Supplier into disrepute or which calls into question any action taken by Supplier on the Customer's behalf;
8.1.3 to remove or prevent access to any material hosted on any of the Equipment and/or Customer System which causes or is likely to cause the Customer to be in breach of the Agreement;
8.1.4 to ensure that it has all necessary consents, permissions and licences to make use of the Services including registration and appropriate consents and approvals under the Data Protection Act 1998;
8.1.5 to ensure that all material or data hosted by the Supplier on any web site operated by the Customer from time to time or communicated through such site or using the Customer System is checked for viruses and other harmful code and has appropriate security patches applied;
8.1.6 it will save as provided in the Term Sheet, be responsible for keeping regular and full back ups of all material and data hosted by Supplier on any web site or other system operated by the Customer from time to time including the Customer System [and/or Ancillary Systems];
8.2 For the avoidance of doubt, the Supplier does not monitor, and will have no liability for the contents of, any communications transmitted by virtue of the Services, notwithstanding this:10
8.2.1 if in the Supplier’s opinion, the Customer is in breach of the provisions of clause 8.1 then the Supplier may without prejudice to its other rights and remedies immediately by written notice to the Customer:
8.2.1.1 suspend provision of the Services;
8.2.1.2 terminate the Agreement; or
8.2.1.3 amend or remove any Customer Materials and/or content appearing on any website or other system hosted by the Supplier on behalf of the Customer (including any Customer System [or Ancillary System]).
8.2.2 the Supplier may also notify appropriate public authorities (governmental or otherwise including the police or other enforcement authority) of any such breach, where it deems necessary.
8.3 The Customer grants to the Supplier a non-exclusive, royalty-free licence, during the term of this Agreement, to use, store and maintain the Content on a server for the purposes of providing the Services in accordance with this Agreement. The Supplier may make such copies as may be necessary to perform his obligations under this Agreement, including back up copies of the Content. Upon the termination or expiration of this Agreement, the Supplier shall destroy or deliver to the Customer all such copies of the Content and other materials provided by the Customer as and when requested by the Customer.
8.4 The Customer will not sell on or resell the whole or any part of the Services without prior written consent, except where as part of the Services defined within the Term Sheet the Customer is entitled (having also obtained the Supplier’s prior written consent pursuant to the terms set out within the Term Sheet) to resell the whole or any part of the Services to a third party. If the Customer is entitled by the terms of the Term Sheet and has received prior written consent to, or has obtained prior written consent varying this Agreement to sell on or resell the Services to a third party then the Customer will:
8.4.1 procure such third party's compliance with and acceptance of these Conditions;
8.4.2 be fully responsible for the acts and omissions of any such third party; and
8.4.3 Indemnify the Supplier for any losses it suffers as a result of such acts or omissions.
8.5 This Agreement does not transfer or grant to the Supplier any right, title, interest in any intellectual property rights in the Content, except for the rights expressly granted in this Agreement.
9 Alterations to the Website and security11
9.1 All additions or amendments to the Website shall be first submitted to the Supplier who shall check the Content for any viruses [and approve it] and then promptly make the requested additions or amendments to the Website.
9.2 The Customer will promptly provide to Supplier and/or its agents, employees and consultants such information and assistance as they may reasonably require in order to carry out the Services [and, where relevant, deliver and install any Ancillary Systems].
9.3 The Customer will ensure the website content is not in breach of clause 8 of this Agreement and will procure all necessary rights from third parties (including intellectual property licences of computer software and website content) which are from time to time required in order for Supplier to be able legally to provide the Services.
9.4 The Supplier reserves the right from time to time make alterations to its security policy upon giving written notice [at least 5 Business Days before changing the policy] to the Customer of any such changes except in the circumstances where either the Customer informs the Supplier of; or the Supplier discovers any breaches in security such as set out in clause 3.3. Where such circumstances arise the Supplier reserves the right to suspend the Services without written notice in order to update the security policy.
10 Warranties
10.1 The Supplier warrants to the Customer that all services provided to the Customer by the Supplier shall be provided with due care and skill.
10.2 The Customer warrants to the Supplier that:
10.2.1 the Supplier's use of the Content or the Customer Software in accordance with this Agreement will not infringe the intellectual property rights of any third party in the United Kingdom12;
10.2.2 he has the rights, power and authority to license the Content and the Customer Software to the Supplier as set out in clause 6.2; and
10.2.3 the Software is all the software used in the Website.
10.3 Save as expressly set out in this Agreement all representations, warranties, terms and conditions whether oral or written, express or implied by law, custom, statute or otherwise and including but not limited to satisfactory quality or fitness for any particular purpose are excluded. In particular and without prejudice to that generality, whilst the Supplier shall take reasonable care to avoid passing on any viruses or introducing them to the Customer the Supplier shall not be liable to the Customer as a result of any virus introduced or passed on to him. The Customer is advised to check the Website regularly for viruses13.
10.4 To the extent that the Customer does not comply with the warranties he undertakes to indemnify the Supplier against any direct, indirect or consequential loss or damage the Supplier may suffer.
11 Confidentiality
11.1 During the term of this Agreement [and after termination or expiration of this Agreement for any reason for a period of 28 starting on(the expiry date of contract)]14, the following obligations shall apply to the party disclosing confidential information ('the Disclosing Party') to the other party ('the Receiving Party').
11.2 Subject to clause 11.3, the Receiving Party15:
11.2.1 may not use any confidential information for any purpose other than the performance of his obligations under this Agreement;
11.2.2 may not disclose any confidential information to any person except with the prior written consent of the Disclosing Party; and
11.2.3 shall make every effort to prevent the use or disclosure of the confidential information.
11.3 The obligations of confidence referred to in all provisions of this clause shall not apply to any confidential information which:
11.3.1 is in the possession of and is at the free disposal of the Receiving Party or is published or is otherwise in the public domain prior to its receipt by the Receiving Party;
11.3.2 is or becomes publicly available through no fault of the Receiving Party;
11.3.3 is required to be disclosed for a proper purpose by any applicable law or regulation to a public authority or any regulatory body, or to a court of law in the United Kingdom or elsewhere in legal proceedings;
11.3.4 is received in good faith by the Receiving Party from a third party who, on reasonable enquiry by the Receiving Party claims to have no obligations of confidence to the other party to this Agreement in respect of the information and who imposes no obligations of confidence upon the Receiving Party;
11.3.5 is required to be disclosed for a proper purpose by the Receiving Party’s senior management, its auditors, bankers, lawyers or other professional advisers.
11.4 Without prejudice to any other rights or remedies the Disclosing Party may have, the Receiving Party acknowledges and agrees that in the event of breach of this clause the Disclosing Party shall, without proof of special damage, be entitled to an injunction or other equitable remedy for any threatened or actual breach of the provisions of this clause in addition to any damages or other remedies to which he may be entitled16.
11.5 The obligations of the parties under all provisions of this clause shall survive the expiry or the termination of this Agreement for whatever reason.
12 Liability17
12.1 The provisions of this clause 12 and the provisions of clauses 7.6 set out the entire liability of the Supplier (including any liability for the acts or omissions of its consultants, employees, agents and authorised representatives) to the Customer in respect of:
12.1.1 any breach of contract or breach of the Agreement; and
12.1.2 any representation, statement or tortuous act or omission including negligence arising under or in connection with the Agreement.
12.2 Notwithstanding any other provision in this Agreement, the Supplier's liability to the Customer for death or injury resulting from his own negligence or that of his employees, agents or sub-contractors shall not be limited, nor liability for fraud or a breach of section 12 of the Sale of Goods Act 1979.
12.3 Subject to clause 12.2 the Supplier's entire liability to the Customer in respect of any breach of his contractual obligations, any breach of warranty, any representation, statement or tortuous act or omission (including negligence or breach of statutory duty) or otherwise, arising under or in connection with this Agreement shall be limited to:
12.3.1 £10 for loss or damage to tangible property; and
12.3.2 for any other kind of loss, one and a quarter times the amount of the Fees paid to the Supplier by the Customer pursuant to the Agreement (excluding VAT and expenses) in the 12 month period prior to the date on which the Customer makes the claim.
12.4 The Supplier shall not be liable to the Customer in contract, tort, misrepresentation or otherwise (including negligence), for any indirect or consequential loss or damage the Customer may suffer even if the loss or damage is reasonably foreseeable or the Supplier has been advised of the possibility of the Customer incurring it. Such losses or damages shall include but not be limited to costs, expenses or other claims for consequential compensation whatsoever, or for any loss of profit, loss of business, loss of contract, depletion of goodwill or otherwise (whether direct of indirect), and whether or not caused by the negligence of the Supplier or its employees, agents or authorised representatives, which arises out of or in connection with this Agreement.
12.5 The Customer acknowledges that the allocation of risk in this Agreement reflects the price paid for the Services and that it is not within the control of the Supplier how or for what purposes they are used.
13 Term and termination18
13.1 This Agreement shall commence on the date set out in[the schedule(or)the Term Sheet]and shall continue for 1 year as agreed in the unless terminated earlier pursuant to clause 13.2.
13.2 Either party may terminate this Agreement with immediate effect by written notice to the other party on or at any time after the occurrence of any of the following events:
13.2.1 the other party being in breach of an obligation under this Agreement and, if the breach is capable of remedy, failing to remedy the breach within 28 days after receipt of a written notice of the breach and requiring its remedy;
13.2.2 the other party passing a resolution for winding up, a court of competent jurisdiction making an order for the other party's winding up or the presentation of a petition for the other party's winding up which is not dismissed within seven days (other than, in each case, for the purposes of solvent amalgamation or reconstruction where the entity resulting from the amalgamation or reconstruction effectively agrees to be bound by or assume the other party's obligations under this Agreement);
13.2.3 the making of an administration order in relation to the other party or the appointment of a receiver over or an encumbrancer taking possession of or selling an asset of the other party; or
13.2.4 the other party making an arrangement or composition with his creditors generally or making an application to a court of competent jurisdiction for protection from his creditors generally.
13.3 Termination of this Agreement for whatever reason shall not affect:
13.3.1 the accrued rights and liabilities of the parties arising in any way out of this Agreement as at the date of termination and in particular but without limitation the right to recover damages against the other; or
13.3.2 provisions expressed to survive this Agreement, which shall remain in full force and effect.
13.4 Upon termination of the Agreement, the Customer will forthwith:
13.4.1 cease to use the Software, Equipment and Services;
13.4.2 erase the Software from the Customer System and certify to the Supplier that this has been done;
13.4.3 return to the Supplier any hardware or other equipment loaned to the Customer in connection with the Services or any other materials and equipment owned by the Supplier; and
13.4.4 pay all outstanding invoices raised by the Supplier pursuant to the Agreement and pay for all work in progress not previously paid for on a reasonable pro-rata basis (subject to receipt of an invoice for the same from the Supplier).
13.5 The Supplier may without notice remove the Customer’s data from its systems and any Equipment after expiry of 5 Business Days following termination. For the purposes of this clause, the date of termination will be either the date that the Supplier receives signed authorisation from the Customer instructing cancellation of account or the date of expiry of notice of termination served in accordance with these Conditions.
13.6 Where following termination, the Supplier is unable to cancel any registration of a domain name registered on behalf of the Customer, it may levy a minimum charge to cover the cost of the domain registration fee.
13.7 Where the Customer services include the purchase of licensing for software by the Supplier on behalf of the Customer, in the event of termination of the Agreement by the Customer, the Suppler are unable to refund any proportion of the software and/or licensing fees incurred.
14 Customer Indemnity
14.1 The Customer will fully indemnify and keep the Supplier [and its Associated Companies,] officers, partners, employees and agents fully indemnified from and 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:
14.1.1 the Customer’s breach of the Agreement, negligence or other default;
14.1.2 the operation or break down of any IT systems owned or used by the Customer including the Customer System [but not the Equipment]; or
14.1.3 the Customer’s use or misuse of the Services.
15 Migration services
15.1 On the expiration or termination of this Agreement for any reason the Customer may request the Supplier to provide the Migration Services to the Customer, or to a third party service provider identified by the Customer. The Supplier may charge for the Migration Services at his prices for such services current at that date.
15.2 Where the Customer requests the Migration Services in accordance with clause 15.1, the Supplier shall:
15.2.1 deliver the Customer Software and the Content to the Customer, or to any successor ISP at addresses and locations designated by the Customer;
15.2.2 update its DNS tables to reflect the new IP addresses corresponding to the Website URLs as soon as reasonably practicable following receipt of notice from the successor ISP that it has established DNS service for the Website URLs; and
15.2.3 continue to provide a DNS service for the Website URLs for a period of 30 days following the date of expiry or termination of this Agreement.
15.3 The Customer shall be deemed to have accepted the Migration Services on the expiry of 60 days after delivery of the Content and the Customer Software[and the Visitor Information]to the Customer or his nominee as provided for in this Agreement or on notice of acceptance to the Supplier whichever is the earlier. On such acceptance the Supplier shall not be obliged to provide any further migration services to the Customer.
16 Non-solicitation of staff
16.1 The Customer agrees that during the term of this Agreement and for an additional period19 of 6 months after termination, the Customer shall not directly or indirectly canvas with a view to offering or providing employment to, offer to contract with or entice to leave any employee of or contractor to the Supplier engaged in the performance of the Services without the prior written consent of the Supplier.
17 Assignment
17.1 The Customer shall not assign, transfer, or sub-contract the benefit and/or burden of this Agreement, make it the subject matter of a trust or in any other manner make it over to any third party without the prior written consent of the Supplier, which consent shall not be unreasonably withheld.
17.2 The Supplier may assign, transfer, or sub-contract the benefit and/or burden of this Agreement, make it the subject matter of a trust or in any other manner make it over to any third party.
18 Force majeure
18.1 'An event of force majeure' means, in relation to either party, an event or circumstance beyond the reasonable control of that party including (without limitation) any act of God, inclement weather, failure or shortage of power supplies, flood, drought, lightning or fire, strike, lock-out or trade dispute or labour disturbance, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any Internet service provider, war, military operations, act of terrorism or riot, delay or failure in manufacture, production or supply by third parties of equipment or services.
18.2 The party suffering the event of force majeure shall not be deemed to be in breach of this Agreement or otherwise liable to the other party for any delay in performance or any non-performance of any obligations under this Agreement (and the time for performance shall be extended accordingly) if and to the extent that the delay or non-performance is due to an event of force majeure.
18.3 If the event of force majeure in question prevails for a continuous period in excess of 3 months after the date on which it began, the other party may give notice to the party suffering the event of force majeure terminating this Agreement. The notice to terminate must specify the termination date, which must be not less than 30 clear days after the date on which the notice to terminate is given. Once a notice to terminate has been validly given, this Agreement will terminate on the termination date set out in the notice.
19 Dispute resolution
19.1 All disputes at any time arising between the parties that cannot be resolved by the Service Manager and the Service Co-ordinator may in the first place be referred to the finance director of the Customer and a person to be nominated by the Supplier. If these persons are unable to resolve the dispute, they may refer it to the managing directors of the Customer and the Supplier. If the managing directors of the Customer and the Supplier are unable to resolve the dispute, it may20be referred to an expert in accordance with the remaining provisions of this clause.
19.2 The expert shall have appropriate qualifications and practical experience to resolve the particular dispute and be agreed by the parties or in the event of failure to agree shall be appointed by the[President for the time being of the British Computer Society].
19.3 The parties shall promptly furnish to the expert all information relating to the particular dispute reasonably requested by him, imposing appropriate obligations of confidence.
19.4 The expert shall be required by the parties to use all reasonable endeavours to render his decision within 30 days following his receipt of the information requested or if this is not possible so soon thereafter as may reasonably be practicable and the parties shall co-operate fully with the expert to achieve this objective.
19.5 The parties shall share equally the fees and expenses of the expert. The decision of the expert shall be final and binding upon each of the parties.
19.6 For the avoidance of doubt the provisions of this clause provides for a form of advanced dispute resolution and is not a reference to arbitration.
20 Costs
20.1 Each of the parties shall be responsible for his respective legal and other costs incurred in relation to the preparation of this Agreement.
21 Conflict of terms
21.1 Except as otherwise expressly provided in this Agreement in the event of any conflict between the terms of this Agreement [and the Term Sheet] or the standard terms and conditions of the Customer or the Supplier the terms of this Agreement shall prevail.
22 Waiver
22.1 A waiver of any term, provision or condition of this Agreement shall be effective only if given in writing and signed by the waiving party and then only in the instance and for the purpose for which it is given.
22.2 No failure or delay on the part of any party in exercising any right, power or privilege under this Agreement shall operate as a waiver of it, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise of it or the exercise of any other right, power or privilege.
22.3 No breach of any provision of this Agreement shall be waived or discharged except with the express written consent of the parties.
23 Invalidity
23.1 If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, whether pursuant to any judgment or otherwise:
23.1.1 the validity, legality and enforceability under the law of that jurisdiction of any other provision; and
23.1.2 the validity, legality and enforceability under the law of any other jurisdiction of that or any other provision, shall not be affected or impaired in any way.
23.2 If any provision of this Agreement is held to be void or declared illegal, invalid or unenforceable for any reason whatsoever, that provision shall be divisible from this Agreement and shall be deemed to be deleted from it and the validity of the remaining provisions shall not be affected. If any such deletion materially affects the interpretation of this Agreement, the parties shall use their best endeavours to negotiate in good faith with a view to agreeing a substitute provision as closely as possible reflecting the commercial intention of the parties21.
24 Remedies
24.1 The rights and remedies provided for by this Agreement are cumulative with and not exclusive of any rights or remedies provided by law.
24.2 Without prejudice to any other rights or remedies of the parties, each party acknowledges for the benefit of the other that damages might not be an adequate remedy for any breach of the provisions of this Agreement and that, accordingly, either party shall be entitled without proof of special damage to the remedies of injunction and specific performance and other equitable remedies for any threatened or actual breach of the provisions of this Agreement by the other.
25 Notices
25.1 Any notice, demand or other communication given or made under or in connection with the matters contemplated by this Agreement shall be in writing and shall be delivered personally or sent by fax or prepaid first class post (air mail if posted to or from a place outside the United Kingdom):
in the case of the Supplier to:
(address above)
Fax: N/A
Attention: Admin
in the case of the Customer to:
(address in registration)
Fax: if given
Attention: Display name
and shall be deemed to have been duly given or made as follows:
25.1.1 if personally delivered, upon delivery at the address of the relevant party,
25.1.2 if sent by first class post, two business days after the date of posting,
25.1.3 if sent by air mail, 5 working days after the date of posting; and
25.1.4 if sent by fax, when despatched;
provided that if, in accordance with the above provision, any such notice, demand or other communication would otherwise be deemed to be given or made after 1700 hours, it shall be deemed to be given or made at the start of the next business day.
25.2 A party may notify the other party to this Agreement of a change to his name, relevant addressee, address or fax number for the purposes of the above clause provided that such notification shall only be effective on:
25.2.1 the date specified in the notification as the date on which the change is to take place; or
25.2.2 if no date is specified or the date specified is less than 5 business days after the date on which notice is given, the date falling 5 business days after that date.
26 Entire agreement
26.1 This Agreement embodies and sets forth the entire agreement and understanding of the parties and supersedes all prior oral or written agreements, understandings or arrangements relating to the subject matter of this Agreement. Neither party shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in this Agreement save for any representation made fraudulently.
26.2 Unless otherwise expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both of the parties.
27 Announcements
27.1 Both parties agree not to disclose to any third party, other than to their respective bankers or other professional advisers on appropriate conditions of confidentiality, the fact of or details of this Agreement or any other agreement referred to in this Agreement. The text of any press release or other communication to be published by or in the media concerning the subject matter of this Agreement shall require the approval of each party.
28 Relationship of the parties
28.1 Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute, or be deemed to constitute, the parties a partnership, association, joint venture, the agents of each other or any other co-operative entity.
29 Governing law and jurisdiction
29.1 This Agreement, and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to it or its formation, shall be governed by and construed in accordance with the laws of England.
29.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of England to hear and determine any suit, action or proceedings or settle any disputes arising out of or in connection with this Agreement and to enforce any judgment against their respective assets.
30 Exclusion of third party rights
30.1 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no person other than the parties to this Agreement shall have any rights under it, nor shall it be enforceable under that Act by any person other than the parties to it22.
PARTIES’ AGREEMENT/SIGNATURE/SEAL…..
By using our site you agree to the above Unidahouse.co.uk AUP and agreement for the provision of Web hosting services. Letting Agents will be required to sign individual contracts as part of separate negotiations. By signing such individual contracts, the Agent will also be held to be signalling their agreement to abide by the provisions set out in the AUP, their agreement for the provision of Web hosting services and the Schedule set out here.
SCHEDULE
Charges
Annual Fee (see individual contract)
Terms of Payment (pay within 28 days of invoice)
Customers will be billed at the current standard rate (outlined on Unidahouse.co.uk - The Student Property Search Engine) for any property listings that they post over and above the agreed number in the contract.
Contact details
Service Manager (Charles Willoughby)
Service Co-ordinator (Charles Willoughby)
Initial term
(1 year – as stipulated in individual contracts for large letting agents – otherwise pro-rata for small customers using PayPal)
Acceptable Use Policy (AUP)
Please see above AUP of Unidahouse.co.uk – The Student Property Search Engine.
FURTHER CONSIDERATIONS:
1 All software is available at Unidahouse.co.uk – no “hard copies” will be sent out. Everything required to fulfil this agreement is available online at unidahouse.co.uk.
1.1 The ‘Customer’ must, under no circumstances, subcontract within the primary contract – i.e. accept payment from 3rd parties for use of the customer’s account.
1.2 Any property advertised/uploaded/displayed on the site after 01/10/2008 must have a current & correct Energy Performance Certificate (EPC).
1.3 By uploading a property to the site the customer is agreeing that they have the appropriate EPC for that particular property.
1.4 Unidahouse.co.uk accepts no responsibility, and will not accept liability, for properties advertised on the site which do not have a current and true EPC. It is the sole responsibility of the customer to have the correct EPC paperwork at all times.
1.5 Unidahouse.co.uk may request proof of the current EPC at any time; upon request the EPC (or colour copy) must be produced within 10 days. Failure to produce the correct ECP paperwork for any property advertised on the website when requested to do so by Unidahouse.co.uk may lead to the property in question being removed from the website.
1.6 Advertising a property on Unidahouse.co.uk website without a current & true EPC is a criminal offence under UK law as of 1/10/2008 – the customer will be liable for prosecution and fines.
1.7 It is the sole responsibility of the User (Landlord or Letting Agent) to have the relevant and current HMO licence if the property needs a Housing in Multiple Occupation (HMO) licence. Unidahouse.co.uk accepts no liability or responsibility for properties advertised on the site which do not have a current and true HMO certificate/licence if required. Failure to produce the HMO license for any property advertised on the website when requested to do so by Unidahouse.co.uk may lead to the property in question being removed from the website.