1.1 "Contract" means in order of precedence these Terms and Conditions, and any other document that the parties agree in writing will form part of the Contract.
1.2 "Customer" means the consumer or business so named on the order form supplied to WebGuild Media and anyone reasonably appearing to WebGuild Media to be acting with the authority of that person or business. Also referred to as "you" in these Terms and Conditions.
1.3 "WebGuild Media" means WebGuild Media Ltd of 47 Church Road, Gatley, Cheadle, Cheshire, SK8 4NG. Also referred to as "we" or "us" in these Terms and Conditions.
1.4 "Service" means the range of website hosting, domain name registration, services and applications provided to you by us.
2 The Service
2.1 The Service gives you website hosting, use of a domain name, services (including helpdesk services), and website creation and management applications (known as “WebGuild Solo”, "WebGuild SE", "WebGuild Org", "WebGuild Pro", "WebGuild Muse", "WebGuild AC" or "WebGuild CS") as described on our websites and in our various brochures and catalogues.
3 When does our Contract start with you
3.1 You can sign up for the service by completing and returning to us the service order form. By signing the order form, you will be deemed to fully agree, accept and understand these Terms and Conditions. When we have processed your order and received any charges that are due from you, we will then provide you with the relevant Service. The right to use the service is personal to you or your employees. You must advise us if you suspect that someone is using your account or has knowledge of your personal details.
3.2 You select the type of Service and duration of the Contract during the ordering process, as witnessed by your signature on the order form.
3.3 Completion and submission of an online order form by you will be accepted to mean the same as the completion and signing of a paper order form.
4 Our commitment to you
4.1 When we provide the Service to you, we promise to use all reasonable skill and care of a competent Website Hosting and Applications Provider.
5 Getting Started
5.1 You will need to provide your own computer equipment, including modem, connection software and a suitable connection to the Internet.
6 Your instructions
6.1 We may accept instructions regarding the Service from someone we are satisfied has your authority. You must introduce this person and they will be required to satisfy the data protection questions that we will ask.
7 Service security
7.1 Use of the service requires passwords. These are essential for secure use of the Service so you must ensure that you keep them confidential, secure and that you use them in accordance with all relevant instructions.
7.2 If we think there is likely to be a breach of security or misuse of the service, we may:
(a) change your password and then notify you of this change; and/or
(b) suspend password access to the Service.
7.3 If you think someone knows about your password and they are not authorised to use it, or if any password is being or is likely to be used in an unauthorised way, it is your responsibility to inform us immediately.
7.4 If any of the information provided by you during the ordering procedure changes, including any changes to your payment details, you must inform us immediately.
8 Actions we may be required to take
8.1 We may need to suspend the Service or parts of the Service for operational reasons (e.g. for repairs, planned maintenance or upgrades) temporarily. Before we do this, we will give you as much notice as possible. We promise to restore the Service as soon as possible after any suspension.
8.2 We may have to alter software or technical specifications associated with the Service for operational reasons. Before we do this, we will give you as much notice as possible.
9 Repairing faults in the Service
9.1 Although we attempt to provide you with the best possible Service, we cannot guarantee that the Service will never be faulty. However, we will correct all reported faults as soon as is reasonably possible.
9.2 If there is a fault with the Service, or you forget a password, you should contact WebGuild Media as soon as possible.
9.3 We may sometimes monitor or record calls to or from our support team. We may do this for training purposes or to improve the quality of our customer support.
10 Paying our charges
10.1 You must pay the charges for the Service that are set out in the order form. The order form is part of this Contract. You will be responsible for the maintenance of your connection to the Internet. Any charges necessary for Internet connection will be borne by you.
10.2 When you order the Service, we will ask you to select a payment method and we will begin charging you for the Service on the date that the service is activated, or when your order has been accepted.
10.3 You understand and agree that if you fail to make payments of charges when they are due, we may suspend or cancel your Service, in part or in full under paragraph 13.1(a), until payment is received in full. If we need to cease your service because you have not paid and you then later decide to resume the service, there will be a re-activation and administration charge where applicable, for which you will be liable.
10.4 The Service includes the use of a domain name without charge. The provision of this domain is subject to the minimum contract period of the Service. If the Service is terminated prior to the minimum contract period for whatever reason, you will be liable for the cost of the domain name. Until we have received this payment, or you have completed the minimum contract period, whichever occurs earlier, we shall prohibit the release of the IP Service Tag (IPSTAG) associated with this domain.
10.5 Certain services that we provide automatically continue when the initial period terminates. In these circumstances, you should understand and agree that continuation of the Service will incur the standard charges unless you notify us in accordance with paragraphs 17 and 20.
10.6 We reserve the right to engage a third party debt collection agency in order to obtain any outstanding debt. Any additional charges generated as a result of this process will be borne by you.
11 Use of the Service
11.1 You must take all reasonable precautions to ensure that no one (including you) uses the Service:
(a) fraudulently or in connection with a criminal offence;
(b) to send, knowingly receive, upload, download or use any material which is offensive, abusive, indecent, defamatory, obscene or menacing, or in breach of copyright, confidence, privacy or any other rights;
(c) to cause annoyance, inconvenience or needless anxiety;
(d) to spam or to send or provide unsolicited advertising or promotional material or, knowingly to receive responses to any spam, unsolicited advertising or promotional material sent or provided by any third party;
(e) in an unlawful manner, in contravention of any legislation, laws, licence or third party rights;
(f) in a way that does not comply with any instructions that we have given you;
The action we can take if the Service is used in any of these ways above is explained in paragraphs 13 and 14.
11.2 If we think that your use of the Service may:
(a) impair the security of the system and/or the network used to provide the Service; or
(b) cause detrimental performance of the Service to you or any other Customer;
we may suspend your access to the Service or parts of the Service. Suspension is further explained in paragraphs 13 and 14. If possible, we will give you prior notice if we do suspend your service.
11.3 Where we provide you with Services that involve providing storage space (temporary or otherwise), or transfer capabilities on our systems, we may impose limits (which we may vary from time to time) on the storage space, or transfer capability we provide to you in order to ensure the quality of the service to you and any other Customer. We may suspend, reject or delete material that exceeds the relevant limit. If possible, we will give you prior notice before taking any action.
11.4 We make available to you software that enables you to use the Service. You must not copy, modify or distribute this software (unless allowed by Law). It is important that you only access the Service through this software or in an alternative way permitted by us and you must not attempt to circumvent any security measures in the Service.
11.5 When we provide you with the Service, it, and any associated software is intended for your use only. You must not re-sell, transfer, assign or sub-license the Service (or any part of it) or the associated software to anyone else.
12 Your website
12.1 As part of the Service, you will be able to set up you own website(s). If you choose to do this you are responsible for the material that you or anyone else puts on your website(s).
12.2 Material on your website(s) must not, and the use of it must not, in any way be unlawful. In particular, you must obtain all necessary licences and consents (including those from owners of copyrights, performing rights and any other relevant intellectual property rights).
13 If you break this Contract
13.1 We can suspend the Service in whole or in part, or end this Contract (or both) at any time:
(a) with immediate effect if you materially breach this contract;
(b) with immediate effect if we believe that the Service is being used in a way described in paragraph 11.1, 11.2 or 12.2, even if you do not know that the Service is being used in such a way;
(c) upon reasonable notice if you breach this Contract in any other way and fail to remedy the breach within a reasonable period of being asked to do so;
(d) with immediate effect if bankruptcy or insolvency proceedings are brought against you, or an arrangement with creditors is made, or a receiver or administrator is appointed over any of your assets, or you go into liquidation; or
(e) with immediate effect if we have terminated your use of any service previously provided to you due to your breach.
If we have suspended or terminated this Contract under sub-paragraphs (a), (b), (d) or (e) above, we will inform you of such suspension or termination as soon as is reasonably possible and explain why this action has been taken.
14 Suspension of the Service
14.1 If we decide to suspend the Service or part of the Service (for any reason), we will restore it (if neither of you or us have ended this Contract) when you satisfy us that you will only use the Service as agreed.
14.2 If we decide to suspend the Service under paragraph 10.3, paragraph 11.2 or paragraph 13, this Contract will continue during the period of suspension and you will have to pay all relevant charges.
15 Matters beyond our reasonable control
15.1 If we cannot do what we have promised in this Contract because of something beyond our reasonable control (including, without limitation, industrial disputes involving our employees), we will not be liable for this. If the events continue for more than three months, we can terminate this Contract immediately by giving you written notice. Please see paragraph 17 for your right to end this Contract.
16 Our liability to you
16.1 We will be liable if you are injured or die as a result of our negligence. We do not limit that liability by paragraphs 16.2 or 16.3 or in any other way.
16.2 We have no liability (whether in negligence or otherwise) for any loss not reasonably foreseeable by us when this Contract starts, nor any loss of opportunity, goodwill, reputation, business, revenue, profit, or savings you expected to make, wasted expenditure or data being lost or corrupted.
16.3 Any liability we have of any sort (including liability for negligence) is limited to £250,000 for any event or related series of events and £500,000 for all events in any 12 month period.
16.4 We do not have any liability of any sort (including liability for negligence) for the acts or omissions of other providers of telecommunication services, or for faults in or failures of their networks and equipment.
16.5 Each provision of this paragraph operates separately in itself and survives independently of the others.
17 Ending this Contract
17.1 This Contract can be ended by:
: : :(a) us giving one month's notice to you; or
: : :(b) you giving six week's notice to us.
: : :(c) you giving us immediate notice within the 14 day notice period if, under paragraph 18, we inform you that we are increasing our charges or changing the conditions of this Contract to your detriment.
17.2 If we give you notice, you must pay the charges applicable up to the end of that notice. If you give us notice, you must pay us the charges that would have been due within the notice period.
17.3 If you give us notice that ends, or we end this contract under paragraph 13, during the period of the Contract, you must pay us the relevant cancellation charges.
17.4 If you give us notice that falls before the end of your current Contract period because we have increased our charges or materially changed the Conditions of this Contract to your detriment, you may cancel in the period of time between the notice of the changes and the time the changes take place.
17.5 If you have paid any charges for a period after the end of the Contract we will either repay it or put it towards any money you owe us.
18 How this Contract can be changed
18.1 We may change this Contract, including our charges, at any time. We will give you at least 14 day's notice of any changes before they take effect. As explained in paragraph 17, you can end this contract by giving us immediate notice in this 14 day period if we increase our charges or change the conditions of this Contract to your detriment.
19 How this Contract can be transferred
19.1 Neither we nor you can transfer this Contract or any part of it except that we can transfer all or part of it to a company that is a subsidiary or holding company of ours, or a subsidiary of that holding company (all as defined by Section 736 of the Companies Act 1985 as amended by the Companies Act 1989).
20 How to give notice
20.1 Any party wishing to give notice to the other under this Contract must use one of the following mechanisms. No other form of communication will be accepted, unless specifically stated otherwise in this agreement
(a) To us: in writing sent by recorded delivery.
(b) To you: by email to the address provided to you as part of the service.
20.2 You are responsible for checking for email sent to the email address provided by you at the start of the contract, or any other email address as arranged.
21 Errors and Omissions
21.1 We will make every effort to ensure that all prices and descriptions quoted on our website or in our catalogue are correct and accurate. However, mistakes will occasionally occur. In the case of a manifest error or omission, we will be entitled to rescind the Contract, notwithstanding that we have already accepted your order and/or received payment from you. Our liability in that event will be limited to the return of any money you have paid in respect of the order. In the case of a manifest error in relation to price, you will be entitled to purchase the goods by paying the difference between the quoted price and the correct price, as confirmed in writing by us after the manifest error has been discovered.
21.2 A 'manifest error', as the term is used in paragraph 21.1 above, means, in relation to an incorrect price, a price quoted in error by us which is more than 10% less than the price that would have been quoted had the mistake not been made.
22.1 Neither us or you shall be considered to have waived any right under this Contract because of failure or delay in exercising that right.
23 Third party rights
23.1 A person who is not a party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
24.1 English Law governs this contract and we both agree to the exclusive jurisdiction of the English courts.
25.1 Nothing in these Terms and Conditions affects your statutory rights as a consumer.
25.2 If any provision in this Contract is held to be invalid or unenforceable, it shall be deemed severed from the Contract and this shall not affect the validity or enforceability of the remaining provisions.
25.3 Any waiver of a breach of this Contract must be in writing.
25.4 Any variation of this Contract must be in writing and must be signed by a duly authorised officer of WebGuild Media Ltd.
25.5 The headings in this Contract are for convenience only and shall not affect the interpretation of this Contract.
25.6 Any notices given under this Contract shall be communicated as explained in paragraph 20.