The Services are described or referred to on the Order Confirmation(s). Edit Websites Ltd agrees to supply the Services to the Client on the following conditions.
1.1. Edit Websites Limited will use its reasonable endeavours to provide the Services in accordance with any timescale set out on the Order Confirmation(s), but will not be liable to the Client where, based on those reasonable endeavours, it fails to meet any timescale.
1.2. Edit Websites Limited will not be liable for any failure to provide the Services resulting from any breach by the Client or its employees, agents or subcontractors of the Agreement.
1.3. Edit Websites Limited will not be obliged to provide any services not referred to on the Order Confirmation(s).
1.4. The terms of the Agreement form the entire agreement between Edit Websites Limited and the Client in relation to the Services.
1.5. Edit Websites Limited reserves the right at any time and from time to time improve, correct or otherwise modify its software or hardware services. Edit Websites Limited will endeavour to give the Client reasonable notice of any such modification, where this is reasonably practicable.
Suspension
1.6. Without prejudice to its other rights and remedies, Edit Websites Limited 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:
1.6.1. notified or unscheduled upgrade or maintenance of servers used by Edit Websites Limited's;
1.6.2. issue by any competent authority of an order which is binding on Edit Websites Limited which affects the Services;
1.6.3. if the Client fails to pay any Fees or any other sums owing to Edit Websites Limited by the Client when they fall due;
1.6.4. if an event occurs and Edit Websites Limited deem it to be appropriate to terminate the Agreement;
1.6.5. if the bandwidth or computer memory used by the Client in relation to the Services exceeds any acceptable level and Edit Websites Limited determines in its sole discretion that suspension is necessary to protect all or any internet solutions provided by Edit Websites Limited from time to time;
2. Service Delivery
2.1. The Client acknowledges that, given the nature of the services, Edit Websites Limited cannot guarantee that the Services, when delivered via the internet, will be uninterrupted or error free.
2.2. To the fullest extent permitted by law and save as provided elsewhere in the Agreement, the Services and any Client Systems and Ancillary Systems are provided by Edit Websites Limited to the Client on an "as is" and "as available" basis and no warranty or representation (express or implied) of any kind are given in connection with the Agreement including as to satisfactory quality and fitness for a particular purpose. In particular, Edit Websites Limited gives no warranty or representation that:
2.2.1. the Services will be provided on an uninterrupted, timely, secure or error-free basis; or
2.3. If the Client makes a valid claim against Edit Websites Limited based on a failure by Edit Websites Limited to comply with the warranty, or any applicable SLA Edit Websites Limited may, at its sole discretion, 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 Edit Websites Limited under such warranty will in no event exceed one and a quarter times the amount of the Fees paid to Edit Websites Limited by the Client (excluding VAT and expenses) in the 12 month period preceding the date on which the Client makes the claim. If Edit Websites Limited complies with this clause, it will have no further liability for a breach of the said warranty.
3. Client's Obligations
3.1. The Client agrees that it shall:
3.1.1. immediately notify Edit Websites Limited on becoming aware of any unauthorised use of all or any of the Services and/or relevant part of the Client System;
3.1.2. comply with any security policy notified to it from time to time by Edit Websites Limited and, in particular, ensure that all passwords and user names provided to it by Edit Websites Limited are at all times kept confidential, used properly and not disclosed to unauthorised people. If the Client has any reason to believe that any password or user name has become known to someone not authorised to use it or is being or is likely to be used in an unauthorised way or of any other breach of security then the Client will inform Edit Websites Limited immediately;
3.1.3. will procure all necessary rights from third parties (including intellectual property licences of computer software and website content including ringtones and music) which are from time to time required in order for Edit Websites Limited to be able legally to provide the Services to the Client.
3.2. The Client agrees that it shall not:
3.2.1. use the Services or allow them to be used for any unlawful purpose or for the publication, linking to, issue or display of any unlawful material (including any pirated software or any material which is obscene, pornographic, threatening, malicious, harmful, abusive, 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) whether under English law or regulation, the laws or regulations of the Client's country or any other place where the results of such purpose or the material in question can be accessed;
3.2.2. use the Services or allow them to be used for the publication, linking to, issue or display of any material which in the absolute discretion of Edit Websites Limited may harm Edit Websites Limited or any of its Associated Companies or clients or bring Edit Websites Limited into disrepute or which calls into question any action taken by Edit Websites Limited on the Client's behalf;
3.2.3. use the Services, Ancillary Systems and/or Client System or allow them to be used in breach of good internet practices;
3.2.4. provide any technical or other information obtained from Edit Websites Limited and/or relating to the Services to any person which the Client is aware or ought reasonably be aware may directly or indirectly lead to a breach of any law or regulation;
3.2.5. in breach of good internet 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 Edit Websites Limited or any other products or services offered by Edit Websites Limited from time to time without Edit Websites Limited's prior written consent;
4. Payment Terms
4.1. The Fees are payable to Edit Websites Limited subject to the following conditions:
4.1.1. Fees payable monthly or yearly will be paid in advance and will not be refundable in whole or part if the Agreement or any relevant part is terminated during the period to which the payment relates. Clients will automatically be charged again at the end of their prepay period unless the Client has followed the procedure
4.1.2. any set up fee or design fee will (unless stated to be included within later payments) be payable immediately;
4.2. The Client agrees to pay Edit Websites Limited's invoices within the stated payment term as shown on the invoice.
4.3. If invoices are not settled in full by then, the Client will without prejudice to its other rights and remedies be liable to pay a late payment fee on any sum outstanding. Edit.com may also remove access to the website until payment has been made.
4.4. All Accounts that have any unsettled invoices 30 days after their due date will be suspended. If a further invoice falls due during the suspension of the Client's account then this will be added to outstanding balance owed by the Client.
4.5. All accounts that have any unsettled invoices 60 days after the due date will be passed onto a Debt Recovery Agency, where additional recovery charges and court cost may accrue.
4.6. All sums payable to Edit Websites Limited under the Agreement must be paid in full with no set off or deduction.
5. Confidential Information
5.1. Each party will (unless contrary to law):
5.1.1. keep confidential all information obtained from the other under or in connection with the Agreement ("Information");
5.1.2. not disclose any Information to any third party without the prior written consent of the other except to such persons and to such extent as may be strictly necessary for the performance of the Agreement;
5.1.3. not use any Information otherwise than for the purposes of the Agreement.
5.2. The provisions of clause 7.1 do not apply to Information which:
5.2.1. is or becomes public knowledge (otherwise than by breach of this clause); or
5.2.2. was in the possession of the party concerned without restriction as to its disclosure before receiving it from the disclosing party; or
5.2.3. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
and nothing in this clause 7 prevents either party from disclosing any Information for a proper purpose to a public authority or any regulatory body, or to a court of law in the United Kingdom or elsewhere in legal proceedings, or to its senior management, its auditors, bankers, lawyers or other professional advisers.
5.3. The provisions of this clause 7 will continue to apply notwithstanding termination of the Agreement.
6. Intellectual Property
6.1. The Client acknowledges and agrees that it will not own or acquire any rights under this Agreement in any Intellectual Property in or relating to the Services or created in performing the Services and that it will have no other rights in or to the Services other than the rights expressly granted by the Agreement.
6.1.1. the provision by Edit Websites Limited of Services making use of information or specifications supplied by the Client;
6.1.2. the Client's failure to procure all necessary rights from third parties which are from time to time required in order for Edit Websites Limited to be able legally to provide the Services; or
6.1.3. the use by Edit Websites Limited in connection with the Agreement of the Client System and the Client Materials.
6.1.4. No Intellectual Property Rights created or acquired by Edit Websites Limited will transfer or be assigned to the Client unless Edit Websites Limited and the Client have signed a written assignment document to that effect.
7. Liability
7.1. The provisions of this clause 9 set out the entire liability of Edit Websites Limited (including any liability for the acts or omissions of its consultants, employees, agents and authorised representatives) to the Client in respect of:
7.1.1. any breach of the Agreement; and
7.1.2. any representation, statement or tortious act or omission including negligence arising under or in connection with the Agreement.
7.2. Nothing in the Agreement excludes or limits the liability of Edit Websites Limited for death or personal injury caused by the negligence of Edit Websites Limited, fraud or a breach of section 12 of the Sale of Goods Act 1979.
7.3. Subject to clauses 9.2 the total liability of Edit Websites Limited in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of the Agreement is limited to:
7.4. £200 per breach for loss of or damage to tangible property; and
7.5. for any other kind of loss, one and a quarter times the amount of sums paid by the Client to Edit Websites Limited pursuant to the Agreement (excluding VAT and expenses) during the preceding 12 month period.
7.6. Edit Websites Limited WILL NOT BE LIABLE TO THE CLIENT IN CONTRACT, TORT, MISREPRESENTATION OR OTHERWISE (INCLUDING NEGLIGENCE), FOR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE, COSTS, EXPENSES OR OTHER CLAIMS FOR CONSEQUENTIAL COMPENSATION WHATSOEVER, OR FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF CONTRACT, LOSS OF GOODWILL OR OTHERWISE (WHETHER DIRECT OR INDIRECT), AND WHETHER OR NOT CAUSED BY THE
NEGLIGENCE OF Edit Websites Limited OR ITS EMPLOYEES, AGENTS OR AUTHORISED REPRESENTATIVES, WHICH ARISES OUT OF OR IN CONNECTION WITH THE AGREEMENT.
8. Client Indemnity
The Client will fully indemnify and keep Edit Websites Limited, officers, partners, directors 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:
8.1. the Client's breach of the Agreement, negligence or other default;
8.2. the Client's use or misuse of the Services.
9 Cancellation
The client will inform Edit Websites Limited if they no longer wish to renew their website after the current plan. Cancellations of the website should be made 2 months before renewal is due. For domains, cancellation of the domain (non renewals) should be made 3 months before the domain is due to be renewed.