- In these terms and conditions the following expressions shall have the following meanings:
- “Company”‘ means LoveXO
- “Customer” means the person, firm, company or unincorporated association, which is stated to be the Customer on the Quotation.
- “Hosting” means the hosting of the System on a server of the Company.
- “Hosting Charge” means the Company’s annual or monthly charge for the Hosting as detailed on the Quotation.
- “Intellectual Property Rights” mean all rights to any copyrights, moral rights, related rights, patents, trade marks, trade names, service marks, design rights, database rights, semi- conductor rights, rights to domain names, software, source codes and other similar intellectual property rights (whether registered or not) and applications for such rights as may exist anywhere in the world.
- “Normal day rates” mean the normal daily rates charged for work by the Company.
- “Quotation” means the quotation presented to the Customer by the Company which describes the Service and which incorporates these terms and conditions.
- “Service” means the Website or System Design or the provision of other goods and services including Hosting and Support as detailed on the Quotation or otherwise agreed from time to time in writing between the parties.
- “Service Charge” means the Hosting or other Support Charges as detailed on the Quotation.
- “Support” means the Support as detailed on the Quotation SSLA.
- “Timetable” means the timetable as detailed on the Quotation.
- “System” means the website or software application designed and/or hosted by the Company in accordance with the Quotation.
- “System Design” means the concept, design, build and delivery of the System.
- “Production Fee” means the set up fee as detailed on the Quotation.
- Support Service Level Agreement means the standard or bespoke Service Level Agreement under which The Company that defines the Level of Support Services to be Provided within the Quotation.
2. COMPANY’S OBLIGATIONS
2.1 The Company shall provide the Service for the Customer in accordance with the Support Service Level Agreement.
2.2 Unless otherwise agreed in writing between the parties the Company shall provide the Service to the Customer for a 12 month period and thereafter renewable automatically unless and until terminated by either party giving to the other party not less than 60 days prior written notice.
2.3 The Company shall not be required to give notice to the Customer of the commencement of the Hosting.
3. CUSTOMER’S OBLIGATIONS
3.1 In accordance with the Timetable the Customer shall supply the Company with all System content and approvals to enable the Company to provide the Service failing which the Company may consider that the Customer has cancelled the Service.
3.2 The Customer shall check and approve the contents of all work submitted by the Company to the Customer and the Company shall not be responsible for any errors contained therein.
3.3 The Customer warrants that the Customer is the owner of any trade mark or name which the Customer wishes to use in the System or has obtained the consent to use any third party Intellectual Property Rights.
3.4 The Customer hereby irrevocably and unconditionally indemnifies and shall hold fully indemnified the Company from and against any and all actions, proceedings, losses, damages, liabilities, obligations, costs, claims, charges and expenses suffered by the Company of whatsoever nature arising out of or in connection with the Company’s use of any materials supplied to it by the Customer in the course of its provision of the Service and links from the System to any third party web sites including but not limited to the provisions of the Data Protection Act 1998, Intellectual Property Rights or obscenity laws in any country of jurisdiction in which the content of the System can be viewed.
3.5 The Customer shall use its best endeavours to protect and keep confidential all software used by it which is provided by the Company and shall make no attempt to examine, copy, alter, “reverse engineer” tamper with or otherwise misuse such software.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 The Customer shall have sole title and ownership of all Intellectual Property Rights previously held by the Customer and all Intellectual Property Rights created or developed by the Customer. The Company shall have sole title and ownership of all Intellectual Property Rights created or developed by the Company including in particular all application software, source codes and graphical designs originated by the Company.
4.2 The Company may consider licensing such application software Source codes and graphical designs to the Customer if requested.
5.1 The Customer agrees to pay to the Company the Production Fee and the Service Charge.
5.2 Any domain names registered on behalf of the client, the System and any hosting space reserved for the System will remain the property of the Company until the Production Fee is paid in full whereupon the Company will connect the System to the Internet.
5.3 The Company reserves the right to increase the Production Fee and to charge Normal Day Rates if changes to the Design or to the Timetable are required or caused by the Customer which depart from the Quotation.
5.4 The Hosting Charge shall be invoiced monthly and payment must be received by the Company within 28 days after the date of the invoice.
5.5 Interest on an overdue invoiced Production Fee or Service Charge shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 4% above HSBC plc base rate from time to time in force and shall accrue at such a rate after as well as before any judgement.
5.6 No right of set off shall exist in respect of any claims by the Customer unless and until such claims are accepted by the Company in writing and the Customer shall not withhold payment of the Production Fee or Service Charge or any part thereof which have become due for payment
6.1 The Company may terminate or suspend the Service if the Customer:
6.1.1 does not pay a Production Fee or Service Charge by the date for payment
6.1.2 breaches any of these terms and conditions
6.1.3 uses the Service in a manner which the Company reasonably believes is illegal, offensive or is an abuse of the Service
6.1.4 becomes insolvent
6.1.5 becomes bankrupt
6.1.6 has a winding-up order made against it
6.1.7 passes a resolution for its winding up
6.1.8 has a receiver appointed
6.1.9 cancels the Service at any time before its completion
6.2 Termination shall operate without prejudice to the accrued rights of either party.
6.3 On termination :
63.1 the Customer’s rights to use the Service shall cease immediately
6.3.2 the Company may delete from its servers the System
6.3.3 the Company may charge the Customer a disconnection fee if termination is without notice
6.3.4 set up charges are non-refundable
6.3.5 the Customer shall pay to the Company any outstanding Production Fee, all Service Charges and any payments the Company has made or has contracted to make or liabilities incurred to any third parties in relation to the System or the Customer
7.1 No representations, warranties, conditions and guarantees, express or implied including but not limited to the implied warranties of fitness for purpose and satisfactory quality are made with respect to the Service by the Company
7.2 The Company shall not be liable for any direct indirect or consequential loss damage or expense including but not limited to loss of data, use, or profits suffered or arising in any manner whatsoever out of or in connection with the Service or the Company’s termination of the Service for any reason whatsoever and including but not limited to:
7.2.1 any virus that may be passed on to any computer from the web server, or by email.
7.2.2 any loss, or theft of data from a clients PC
7.2.3 any loss, or misuse by third parties, of any data that is captured and/or stored on the web-server
7.2.4 any downtime of the web server, or other equipment, connected to the Internet, which causes the System to be off-line for any amount of time, or causes loss of revenue on a System
7.2.5 any problems arising from the Customer’s own email account and Internet service provider
7.3 The Company shall not be held liable for any loss damage or failure of performance of the Service due to war, strikes, industrial action short of a strike, lockouts, accidents, fires, blockades, import or export embargos, legal restrictions, Acts of God, natural catastrophes or other obstacles over which the Company has no control.
7.4 Any liability of the Company to the Customer not excluded or held to be invalidly excluded by these terms and conditions shall in respect of anyone or more events or series of events (whether connected or unconnected ) taking place within any 12 month period be limited to the sum paid by the Customer to the Company within such 12 month period.
8.1 The Customer’s right to use the Service is personal to the Customer and is not transferable.
8.2 The Quotation incorporating these terms and conditions shall be governed by English Law and the parties submit to the exclusive jurisdiction of the Courts of England.
8.3 If any provision of the Quotation incorporating these terms and conditions is held invalid, illegal or unenforceable for any reason, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect. In the event of there being any invalidity so fundamental as to prevent the accomplishment of the purpose of this Quotation incorporating these terms and conditions, the parties shall immediately commence good faith negotiation to remedy such invalidity.
8.4. The Production Fee and Service Charge do not include the cost of any merchant accounts required by the Customer for on-line credit card transactions.
8.5 The Company will use its best endeavours to back up data on a regular basis and to restore data as soon as is practicable but the Company does not assume responsibility for being able to restore it and the Customer accepts that it may be impossible and agrees to keep a copy of any website pages or database records.
8.6 The Company will use its best endeavours to provide Support to the Customer.
8.7 Any Notices required to be given under this Agreement shall be in writing and shall be sent by first class recorded post or by hand to the addresses of the parties specified on the Quotation.
8.8 The Company reserves the right on 60 days notice to change these terms from time to time. Continued use of the Service will signify that the Customer agrees to any such changes.
What To Do When Things Go Wrong
Occasionally, things may go wrong. We’re not perfect, but continually strive to be. In the first instance when something leaves you unsatisfied please talk to us. Unless we know you’re unhappy it’s difficult for us to put things right. Speak to your account manager or department manager, who will deal with your concerns seriously and promptly.
Making a Formal Complaint
If you are unsatisfied by the initial response and you wish to make a formal complaint this must be submitted in writing, via email.
You will receive an acknowledgement of receipt of your complaint within 3 days of receipt, at which point the complaint will be internally investigated with the relevant parties. A written response to your complaint will be sent within 15 working days.
Domain abuse can take many forms, from intellectual property infringement, to spamming, phishing, identity theft and inappropriate content. If you wish to report domain abuse please use the contact form on our Contact Us page, detailing the domain name used, type of abuse and any other details pertinent to the abuse. Once we have received your form we will investigate the issue thoroughly, and contact the relevant customer to resolve the problem as quickly as possible.
Our UK domain names are registered using NOMINET, the official registery for UK domains and are bound by their Terms & Conditions