Genzee Ltd Terms and Conditions
15 November 2006
You indicate acceptance of
these terms and conditions of service by placing a hosting order with Genzee
Ltd. These terms and conditions will not be varied for individual clients.
1
DEFINITIONS
1.1
In this
Agreement the following words and expressions shall have the following meanings:
1.1.1 "downtime" means any service interruption
in the availability to visitors of the Website;
1.1.2 "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, whether registrable or not
in any country;
1.1.3 "Genzee" means Genzee Ltd
1.1.4 "IP address" stands for internet protocol
address which is the numeric address for the server;
1.1.5 "ISP" stands for internet service provider;
1.1.6 "server" means the computer server
equipment operated by Genzee in connection with the provision of the Services;
1.1.7 "The
Services" means web hosting, domain name registration, email and any other
services or facilities provided by Genzee.
1.1.8 "spam" means sending unsolicited and/or
bulk emails;
1.1.9 "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";
1.1.10
"visitor"
means a third party who has accessed the Website;
1.2
Product
specifications and details may be found at www.genzee.co.uk.
1.3
Words denoting
the singular shall include the plural and vice versa and words denoting any gender
shall include all genders
1.4
The headings of
the paragraphs of this Agreement are inserted for convenience of reference only
and are not intended to be part of or to affect the meaning or interpretation
of this Agreement.
2
INTRODUCTION
2.1
The Client
wishes Genzee to supply and support hosting for the Client as per product
ordered.
2.2
Genzee provides
internet hosting services and has agreed to host the Client's data upon the
following terms and conditions.
3
DUTIES
3.1
Genzee shall
provide to the Client the Services specified in their order subject to these
terms and conditions.
3.2
The Client shall
adhere to all the terms and conditions.
4
CHARGES & PAYMENT
4.1
Payment may be
made by Cheque or Bank
Transfer.
4.2
Genzee currently
do not accept card payments, postal orders, cash or any other form of payment
other than those outlined in 4.1
4.3
Genzee shall be
entitled to charge interest in respect of late payment of any sum due under
this Agreement, which shall accrue from the date when payment becomes due from
day to day until the date of payment at a rate of 8% per annum above the base
rate of the Bank of England from time to time in force.
4.4
Genzee do not
provide credit facilities.
4.5
From time to time Genzee may make enquiries on the
Client's company, proprietor or directors of the Client's company with credit
reference agencies. These agencies may
record that a search has been made and share this information with other
businesses.
4.6
Pro-rata refunds
will not be issued for yearly services that are cancelled before the end of the
year.
5
IP ADDRESSES
5.1
Genzee shall
maintain control and ownership of the IP address that is assigned to the Client
as part of the Services and reserves the right in its sole discretion to change
or remove any and all IP addresses.
5.2
Where Genzee
changes or removes any IP address it shall use its reasonable endeavors to
avoid any disruption to the Client.
6
SOFTWARE LICENCE AND RIGHTS
6.1
The Client
undertakes that he will not himself or through any third party, sell, lease,
license or sublicense Genzee Software.
6.2
Genzee may make
such copies of the Client Content as may be necessary to perform its
obligations under this Agreement, including back up copies of the Content. Upon
termination or expiration of this Agreement, Genzee shall destroy all such
copies of the Content and other materials provided by the Client as and when
requested by the Client.
7
SERVICE LEVELS AND DATA BACKUP
7.1
Genzee shall use
its reasonable endeavors to make the server and the Services available to the
Client 100% of the time but because the Services are provided by means of
computer and telecommunications systems, Genzee makes no warranties or
representations that the Service will be uninterrupted or error-free and Genzee
shall not, in any event, be liable for interruptions of Service or downtime of
the server.
7.2
Genzee carries
out data backups for use by Genzee in the event of systems failure. Genzee do
not provide data restoration facilities for individual Clients. Even though
every effort is made to ensure data is backed up correctly Genzee accepts no
responsibility for data loss or corruption.
8
ACCEPTABLE USE POLICY
8.1
The Website and
use of the Services may be used for lawful purposes only and the Client may not
submit, publish or display any content that breaches any law, statute or
regulation. In particular the Client agrees not to:
8.1.1 use the Services or the Website in any way to send
unsolicited commercial email or "spam", or any similar abuse of the
Services;
8.1.2 send email or any type of electronic message with the
intention or result of affecting the performance of any computer facilities;
8.1.3 publish, post, distribute or disseminate defamatory,
obscene, indecent or other unlawful material or information, or any material or
information which infringes any intellectual property rights (for the avoidance
of doubt this includes licensed software distributed as Warez),
via the Services or on the Website;
8.1.4 threaten, abuse, disrupt or otherwise violate the
rights (including rights of privacy and publicity) of others;
8.1.5 engage in illegal or unlawful activities through the
Services or via the Website;
8.1.6 make available or upload files to the Website or to
the Services that the Client knows contain a virus, worm, trojan
or corrupt data; or
8.1.7 Obtain or attempt to obtain access, through whatever
means, to areas of Genzee's network or the Services which are identified as
restricted or confidential.
8.2
The Client has full responsibility for
the content of the Website. For the avoidance of doubt, Genzee is not obliged
to monitor, and will have no liability for, the content of any communications
transmitted by virtue of the Services.
8.3
If the Client
fails to comply with the Acceptable Use Policy outlined in Clause 8.1 Genzee
shall be entitled to withdraw the Services and terminate the Client's account
without notice.
9
WARRANTIES
9.1
The Client
warrants and represents to Genzee that Genzee's use of the Content or the
Client Software in accordance with this Agreement will not infringe the
intellectual property rights of any third party and that the Client has the
authority to license the Content and the Client Software to Genzee.
9.2
All conditions, terms, representations and
warranties that are not expressly stated in this Agreement, whether oral or in
writing or whether imposed by statute or operation of law or otherwise,
including, without limitation, the implied warranty of satisfactory quality and
fitness for a particular purpose are hereby excluded. In particular and without
prejudice to that generality, Genzee shall not be liable to the Client as a
result of any viruses introduced or passed on to the Client.
10
INDEMNITY
10.1 The Client agrees to indemnify and hold Genzee and
its employees and agents harmless from and against all liabilities, legal fees,
damages, losses, costs and other expenses in relation to any claims or actions
brought against Genzee arising out of any breach by the Client of the terms of
this Agreement or other liabilities arising out of or relating to the Website
including, but not limited to, content.
11
LIMITATION OF LIABILITY
11.1 The entire liability of Genzee to the Client in
respect of any claim whatsoever or breach of this Agreement, whether or not
arising out of negligence, shall be limited to the charges paid for the
Services in the last 12 month period under this Agreement in respect of which
the breach has arisen.
11.2 In no event shall Genzee be liable to the Client for
any loss of business, loss of opportunity or loss of profits or for any other
indirect or consequential loss or damage whatsoever. This shall apply even
where such a loss was reasonably foreseeable or Genzee had been made aware of
the possibility of the Client incurring such a loss.
12
Suspension
12.1 Genzee shall reserve the right to suspend the account
with immediate effect by notice in writing to the Client if the Client fails to
make any payment when it becomes due.
12.2 Reactivation of a suspended account will be subject
to a £50 re-activation fee.
13
TERM AND TERMINATION
13.1 This Agreement will become effective on the date the
service is ordered and shall continue until terminated by either party in
writing of its intention to terminate the Agreement.
13.2 Genzee shall have the right to terminate this
Agreement with immediate effect by notice in writing to the Client if the
Client fails to make any payment within 30 days after it becomes due.
13.3 Either party may terminate this Agreement forthwith
by notice in writing to the other if:
13.3.1
the other party
commits a material breach of this Agreement and, in the case of a breach
capable of being remedied, fails to remedy it within a reasonable time of being
given written notice from the other party to do so; or
13.3.2
the other party
commits a material breach of this Agreement which cannot be remedied under any
circumstances; or
13.3.3
the other party
passes a resolution for winding up (other than for the purpose of solvent
amalgamation or reconstruction), or a court of competent jurisdiction makes an
order to that effect; or
13.3.4
the other party
ceases to carry on its business or substantially the whole of its business; or
13.3.5
The other party
is declared insolvent, or convenes a meeting of or makes or proposes to make
any arrangement or composition with its creditors; or a liquidator, receiver,
administrative receiver, manager, trustee or similar officer is appointed over
any of its assets.
13.4 Any rights to terminate this Agreement shall be
without prejudice to any other accrued rights and liabilities of the parties
arising in any way out of this Agreement as at the date of termination.
13.5 On termination all data held in the Clients account
will be deleted. No backups will be kept of terminated accounts.
14
ASSIGNMENT
14.1 Genzee may assign or otherwise transfer this
Agreement at any time.
14.2 The Client may not assign or otherwise transfer this
Agreement or any part of it without Genzee's prior written consent.
15
FORCE MAJEURE
15.1 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, including but not
limited to acts of God, strikes, lock outs, accidents, war, fire, 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, or the delay or failure in manufacture,
production, or supply by third parties of equipment or services, and the party
shall be entitled to a reasonable extension of its obligations after notifying
the other party of the nature and extent of such events.
16
SEVERANCE
16.1 If any provision of this Agreement is held invalid,
illegal or unenforceable for any reason by any Court of competent jurisdiction
such provision shall be severed and the remainder of the provisions hereof
shall continue in full force and effect as if this Agreement had been agreed
with the invalid illegal or unenforceable provision eliminated.
17
NOTICES
17.1 Any notice to be given by either party to the other
may be sent by either email, fax or recorded delivery to the address of the
other party as appearing in this Agreement or such other address as such party
may from time to time have communicated to the other in writing, and if sent by
email shall unless the contrary is proved be deemed to be received on the day
it was sent or if sent by fax shall be deemed to be served on receipt of an
error free transmission report, or if sent by recorded delivery shall be deemed
to be served 2 days following the date of posting.
18
ENTIRE AGREEMENT
18.1 This Agreement contains the entire Agreement between
the parties relating to the subject matter and supersedes any previous
agreements, arrangements, undertakings or proposals, oral or written. This
Agreement may be updated without notice.
19
GOVERNING LAW AND JURISDICTION
19.1 This Agreement shall be governed by and construed in
accordance with the law of
20
DOMAIN NAME REGISTRATION
20.1 Genzee will
act as the client.s agent when registering Domain names; Therefore the contract
for the registration is between the Client and the appropriate Naming Authority
and the Client will be bound to the Terms and Conditions of the Naming
Authority (a copy of which are available on request).
20.2 Domain names
are not deemed to be successfully registered until they appear in the relevant
whois database of the top level domain name registrar. In the event that a
domain name is unavailable when we attempt to register it Genzee will provide a
full refund for that domain name.
20.3 It is the
Client.s responsibility to ensure that Domain Names are renewed at the
appropriate time before expiration.
20.4 The Client
will bear all costs for renewal of Domain Names.
20.5 Genzee will
provide no warrantee that the Domain Name requested will infringe the rights of
any third party and the Client Indemnifies Genzee in respect of any such
infringements.
21
PRIVACY
21.1 To protect your privacy we will not distribute your
details to third parties, unless required to do so by law.
22
EMAIL NEWSLETTER
22.1 Genzee communicates with its Clients via email and as
such you agree to receive by email our regular newsletter which contains
amongst other information, changes to our terms and conditions, notification of
major outages, updates to our products & features and special offers.
23
CHANGES TO THESE CONDITIONS
23.1 Genzee reserve
the right to alter these Conditions at any time (including altering our
Acceptable Use Policy and other policies).
23.2 Changes to
these conditions will be published at the following url:
http://www.genzee.co.uk/hosting/terms.html