Terms & Conditions 1. Interpretation
1.1. In these Terms and Conditions of Supply of Service (the 'Conditions'):
'Client' means the person named in the Order Form for whom the Supplier has agreed to provide the Specified Service in accordance with these Conditions.
'Confirmation' means the letter sent out to the Client confirming the Specified Service as per the Order Form and includes a copy of these Terms and Conditions of Supply of Service.
'Contract' means the contract for the provision of the Specified Service.
'Document' includes, in addition to a document in writing, any map, plan, graph, drawing or photograph, any film, negative, tape or other device embodying visual images and any disc, tape or other device embodying any other data.
'Input Material' means any Documents or other materials, and any data or other information provided by the Client relating to the Specified Service.
'Order Form' means the order form, joining form or request form, or any other form of request, whereby the Client has requested the provision of the Specified Service by DcWeb Ltd, and includes information provided verbally by telephone and recorded by the Supplier into its database.
'Output Material' means any Documents or other materials, and any data or other information provided by DcWeb Ltd relating to the Specified Service.
'Specified Service' means the service to be provided by DcWeb Ltd for the Client and referred to in the Order Form. DcWeb Limited (registered in England under number 6385791).
‘DcWeb Ltd’s Standard Charges' means the charges shown in the Supplier's brochure or other literature published from time to time relating to the Specified Service.
DcWeb Limited is a company registered in England. This Agreement is governed and construed in accordance with English law. You and DcWeb each submit to the non-exclusive jurisdiction of the English courts in relation to disputes arising out of this Agreement.
1.2. The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Supply of the Specified Service
2.1. DcWeb Ltd shall provide the Specified Service to the Client subject to these Conditions and any other conditions that may be referred to in the Order Form, or other literature published from time to time relating to the Specified Service.
2.2. DcWeb Ltd shall send out a Confirmation to the Client promptly upon receipt of the Order Form. The Client must immediately advise the Supplier if the Specified Service is incorrect or if any term or terms of the Conditions of Supply of Service is or are not acceptable.
2.3. The Client shall at his or her own expense furnish the Supplier with all necessary Documents or other materials, and all necessary data or other information relating to the Specified Service, within sufficient time to enable DcWeb Ltd to provide the Specified Service in accordance with the Contract. The Client shall ensure the accuracy of all Input Material before publication.
2.4. The Client shall at his or her own expense create and retain duplicate copies of all Input Material and insure against its accidental loss or damage. The Supplier shall have no liability for any such loss or damage, however caused. All Output Material shall be at the sole risk of the Client from the time of delivery to or the order of the Client.
2.5. DcWeb Ltd may correct any typographical or other errors or omissions in any brochure, promotional literature, quotations or other document relating to the provision of the Specified Service, without any liability to the Client. DcWeb Ltd may at any time without notifying the Client make any changes to the Specified Service which are necessary to comply with any applicable safety or statutory requirements, or which do not materially affect the nature or quality of the Specified Service.
2.6. DcWeb Ltd reserves the right to decline the supply of the Specified Service to any person or company which the DcWeb Ltd, in its sole discretion, deems unsuitable.
3.1. Subject to any special terms agreed, the Client shall pay DcWeb Ltd Standard rate, and first initial payment will be made via a 3 or 4 part payment from the first acceptance of the designs and creations made. If this payments are not made DcWeb are entitled to suspend or cancel any work that has been commenced by the company “DcWeb” to the client at any time.
Any additional sums which are agreed between the Supplier and the Client for the provision of the Specified Service or which, in DcWeb Ltd sole discretion, are required as a result of the Client's instructions or lack of instructions, the inaccuracy of any Input Material or any other cause attributable to the Client.
DcWeb shall have the right to immediately terminate your use of the Websites if DcWeb determines in their sole discretion that you have breached these terms and conditions or have otherwise been engaged in conduct which they determine in their sole discretion to be unacceptable.
3.2. DcWeb Ltd is entitled to vary the Supplier's Standard Charges from time to time by giving not less than 28 days written notice to the Client. DcWeb shall be entitled to increase the monthly charge if consumption of the Specified Service, including accesses to a Client's web site by any person, generates a level of accesses that, in the opinion of the Supplier, detrimentally affects DcWeb Ltd service to other Clients in any way whatsoever. The Client will be consulted before any such increase is applied. DcWeb are entitled to suspend all or part of the Specified Service if the level of accesses seriously impedes the Supplier's ability to provide service to other Clients.
3.3. All charges quoted to the Client for the provision of the Specified Service are exclusive of any Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time to time, except for cases where the Value Added Tax inclusive price is specifically mentioned.
3.4. DcWeb are entitled to invoice the Client either monthly or annually (or such other period as agreed in writing with the Client), in advance of the month or year (or such other period) in which the Specified Service is provided, or at other times agreed in writing with the Client.
3.5. DcWeb Standard Charges and any additional sums payable shall be paid by the Client (together with any applicable Value Added Tax, within seven days of the Supplier's invoice.
3.6. If payment is not made in accordance with paragraph 3.5, DcWeb shall be entitled, without prejudice to any other rights it might have:
3.6.1. To charge interest on the outstanding amount (both before and after any judgement at the rate of 3% above the base rate from time to time of HSBC Bank PLC from the due date until the outstanding amount is paid in full; and WILL suspend the Specified Service until payment plus any interest or other charges is received in full in cleared funds.
4. Rights in Input and Output Material
4.1. Specific Prohibitions
You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Websites nor may you attempt to decipher, de-compile, disassemble or reverse engineer any of the software comprising or in any way making up a part of any of the Websites.
You agree to use all Websites for lawful purposes only and in a manner that does not infringe the rights of, or restrict the use of any of the Websites by, any third party.
The property and any copyright or other intellectual property rights in any Input Material shall belong to the Client, subject only to the right of DcWeb Ltd to use the Input Material for the purposes of providing the Specified Service.
4.2. Any Input Material or other information provided by the Client to DcWeb which is so designated by the Client shall be kept confidential by the DcWeb, and all Output Material or other information provided by the DcWeb which is so designated by the DcWeb shall be kept confidential by the Client; but the foregoing: Shall not apply to any Documents or other materials, data or information which are public knowledge at the time when they are so provided by either party; and Shall cease to apply if at any time in the future, such Documents or other materials, data or information become public knowledge through no fault of either party.
5. Warranties and Liability
5.1. The Client warrants to DcWeb Ltd that:
5.1.1. You will only make use of the Specified Service for lawful purposes and, in particular, shall not knowingly use the Specified Service to receive, transmit or create material that is obscene, threatening, menacing, racist, offensive, defamatory, in breach of confidence, in breach of any intellectual property right, or otherwise in breach of any law of any relevant jurisdiction; and
5.1.2. Will only permit the Specified Service to be used by the user or users specified in the Contract and will at all times keep all relevant usernames and passwords secure and not disclose them to any unauthorised individual, and in the event that any username or password becomes known to any such unauthorised individual, will inform the DcWeb immediately.
5.2. DcWeb shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, misleading, out of sequence or in the wrong form, or arising from their late arrival or non-arrival or any other fault on the part of the Client.
5.3. Except in respect of death or personal injury caused by the DcWeb Ltd’s negligence, or as expressly provided in these Conditions, DcWeb shall not be liable to the Client by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of DcWeb, its servants or agents or otherwise) which arise out of the specified service provided.
5.5. DcWeb shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Supplier's obligations in relation to the Specified Service, if the delay or failure:
5.5.1. Arose from the suspension of the Specified Service for routine repair, upgrade or maintenance work, such suspension having been previously notified to the Client by the Supplier; or
5.5.2. Was due to any cause beyond DcWeb Ltd reasonable control.
6.1. The Client shall be entitled to terminate the Contract at any time by giving 30 days written notice to DcWeb Ltd. A minimum contract period of 12 months shall apply to all Clients subject to the DcWeb Standard Charges.
6.2. Either party may terminate the Contract without prejudice to any other remedy, by giving 30 days written notice to the other if:
6.2.1. The other has committed any breach of these Conditions and (where capable of remedy) has failed to remedy the breach within 30 days of being required by written notice to do so; or
6.2.2. The other goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary agreement with his or its creditors, or has a receiver or administrator appointed.
6.3. DcWeb shall further be entitled to terminate the Contract immediately and without notice to the Client if in the opinion of DcWeb the Client has misused, or made improper, inappropriate, unlawful or illegal use of the Specified Service, or the Client's use or misuse of the Specified Service has hindered DcWeb whatsoever.
6.4. In the event that DcWeb terminates the Contract, DcWeb shall not be obliged to refund any monies to the Client and shall have no liability to the Client resulting from the termination as specified in paragraph 5.3 of the Conditions.
7.1. These Conditions, together with the terms (if any) set out in the Order Form and any brochures or published literature relating to the Specified Service, constitute the entire agreement between the parties, supersede any previous agreement or understanding, and may not be varied except in writing between the parties. All other terms and conditions express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
7.2. DcWeb Ltd reserves the right to vary the terms and conditions of this Agreement from time to time. Such variations become effective immediately upon the posting of the varied Agreement on the Websites. By continuing to use the Websites after such posting you will be deemed to accept such variations. You should visit this page periodically to review the terms and conditions of this Agreement because they are binding on you.
7.3. No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
7.4. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
7.5. English law shall apply to the Contract, and the parties agree to submit to the exclusive jurisdiction of the English courts.