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GENERAL TERMS AND CONDITIONS OF SERVICE
1. INTERPRETATION
1.1 Definitions In these Conditions unless otherwise stated:-
"Act" means the Telecommunications Act;
"Additional
Charges" means any charges payable to the Company for services not
included in the Specified Service, details of which can be found on the
Company's website through http://www.artfx.gr and which are
payable in accordance with Clause 5 and which may vary from time to
time;
"Agreement" means any contract for the provision of Services by the Company to the Customer which incorporates these Conditions;
"Amendment Notice" means any notice of variations to the Charges in respect of the Services as may be issued from time to time:
"Charges"
means the charges payable by the Customer for the provision of the
Services details of which can be found on the Company's Website through
http://www.artfx.gr which may vary from time to time;
"Company"
means ArtFX, registered in Cyprus whose registered office are currently
situated at Floor 7, Nicosia Tower Centre, 36 Lord Byron Avenue, Nicosia 1096, Cyprus;
"Commencement
Date" means the date upon which the Company confirms acceptance of the
Customer's offer to pay for the Services in accordance with these
Conditions;
"Credit/Debit Card" means any credit card or debit card
issued by financial institutions which is acceptable to the Company and
include but are not limited to Master Card, American Express, Switch
Card, Delta Card and Visa Card.
"Duration Period" is the period
commencing on the Commencement Date and expiring on the date the
Agreement is terminated in accordance with Clause 8 of these Conditions;
"Equipment" means the computer software provided by the Company in respect of the Specified Service;
"Naming
Organisation" means Nominet UK (http://www.nic.uk) for .uk and Schlund
+ Partner AG as ICANN accredited Registrar (http://www.icann.org) for
.com, .net, .org, .info, .biz and .name domains or such other Naming
Organisation as the Company may specify to the Customer from time to
time;
"ICANN" means Internet Corporation for Assigned Names and Numbers;
"Initial
Registration Period" means the period of two years for .uk and one year
for .com, .net, .org, .info and .biz domains commencing on and
including the date of the application for Registration;
"Intellectual
Property Rights" means all or any registered or unregistered
intellectual property rights in any part of the world, including but
not limited to patents, design rights, copyrights, topographical
rights, know-how, rights in inventions and ideas and rights to
confidence together with any right to apply for any such intellectual
property rights and the benefit of any applications for any such
intellectual property rights;
"Order" means a request made by the Customer to the Company for Services to be supplied subject to these Conditions;
"Registration"
means an application by the Company acting as agent for the Customer to
register domain name(s) with the Naming Organisation;
"Renewal Period" depends on the Services ordered by the Customer and can range from 3 months to 2 years.
"Service"
and "Services" means the providing of an eShop, Dedicated Server, the
Registration of domain name(s) and/or hosting the domain name(s) of the
Customer, or any other products or services of the Company;
"Specified Service" means the Service ordered by the Customer.
"UDRP" means Uniform Domain Names Dispute Resolution Policy;
"Working
Day" means a day other than a Saturday or Sunday on which the Clearing
Banks in the Republic of Cyprus are open to the public for the transaction
of business.
1.2 References In this Agreement
References
to "this Agreement" are references to this Agreement together with any
document referred to or incorporated herein; "Clauses" are references
to clauses to this Agreement; "Persons" include a reference to anybody
corporate, unincorporated association or partnership; the singular
shall include the plural and vice versa; "Third Party" is a person who
is not a party to this Agreement; references to a statute, statutory
instrument, regulation, order or licence is a reference to that
statute, statutory instrument, regulation, order or licence as
substituted, varied or re-enacted from time to time, unless the context
otherwise requires.
1.3 Include
The words "include" and "including" are to be construed without limitation.
1.4 Headings
The headings in this Agreement are for convenience only and shall not affect the interpretation of these Conditions.
2. TERMS OF CONTRACT 2.1 Incorporation of Conditions
These
Conditions shall apply to and be incorporated into any Agreement
between the Company and the Customer relating to the Services.
2.2 Conflict
Subject
to any special conditions agreed between the Company and the Customer,
these general Terms and Conditions shall apply and shall prevail over
any other term of this Agreement. No variation or waiver or addition to
this Agreement shall be binding on the Company, unless and until it is
confirmed in writing by the Company.
3. SUPPLY OF THE SERVICES 3.1
The
Company agrees to supply the Services to the Customer on the following
conditions, though please note that these conditions are not an offer
to provide service but merely a statement of the terms on which we
would provide them. (a) the Company shall (subject to Clause 4.1)
supply the Services to the Customer as soon as reasonably practicable
and in any event no later than 30 days from the Commencement Date of
the Agreement; (b) the Company shall inform the Customer of any delay
in the delivery of the Services as soon as reasonably practicable; (c)
the Company shall provide a full refund of the Charges (subject to
Clause 4.1) to the Customer if it is unable to supply the Services
within 30 days from and including the Commencement Date of the
Agreement; and
3.2 Risk and Title
(a) risk in any
Equipment shall pass to the Customer on delivery; and (b) the Company
shall retain ownership of the Equipment for the Duration Period of this
Agreement.
3.3 Warranty
The Company warrants to the
Customer that the Services will be provided using reasonable care and
skill but at all times this will be subject to downtime caused by
routine or emergency maintenance by the Customer or occasioned by third
parties. The Company will not be liable to the Customer or any third
party for any losses whatsoever caused by such downtime.
4. REGISTRATION OF DOMAIN NAME(S) 4.1
The
Company does not accept responsibility nor does it make any warranty
that the domain names(s) requested by the Customer will be accepted for
registration in the register of the Naming Organisation nor will it be
liable for any costs of the Customer incurred if the application for
Registration is unsuccessful. The Company does not accept
responsibility for any liability to third parties for breach of their
Intellectual Property Rights in relation to the domain name(s)
requested by the Customer.
4.2
Upon successful
Registration the Company will host the Customer's domain name(s) for
the Initial Registration Period and for such time as it remains validly
registered to the Customer subject to such rules of the respective
Naming Organisation as may be in force from time to time..
4.3
Notwithstanding
Clause 4.2, the Company reserves the right to suspend or cancel any
application for Registration or refuse to host a domain name(s) in the
circumstances set out in Clause 11.1 of this Agreement.
4.4
The
Company agrees that for the Duration Period of this Agreement and in
consideration of the payment of the Charges by the Customer it will
renew the registration of domain name(s), Hosting fees, Additional
services for the Renewal Period.
4.5
The Customer
acknowledges that any disputes arising out of the use of its domain
name(s) requested by the Customer will be resolved for .uk domains in
accordance with the Nominet UK Dispute Resolution Service which can be
accessed http://www.nic.uk/ref/drs.html and for .com, .net and .org as
well as .info, .biz and .name domains in accordance with the UDRP which
can be accessed http://www.icann.org/udrp/udrp.htm which may impose
restrictions on the termination or transfer of a domain name(s) with
its current host during or pending the settlement of such a dispute.
The Company agrees to act as mediator for the Customer.
4.6
Subject
to Clause 17 the Customer shall be permitted to transfer his domain
name(s) to another host other than the Company upon termination of this
Agreement in accordance with Clause 8.
4.7
You
acknowledge and agree that ArtFX or its agents, assignees or
licensees may, upon registration of your domain name, associate any
data of any kind, in ArtFX's sole discretion, with the Domain Name
registered in association with Your Web Site or any URL incorporating
said Domain Name until you replace such data with the Web Site. This
paragraph shall apply to any and all web pages generated by ArtFX,
wether in connection with HTML standard response codes or otherwise,
including but not limited to 404 error pages.
5. CHARGES 5.1
All
accounts are payable on demand. In the absence of demand, payment in
full for the goods supplied shall be made by the Buyer to the Seller on
or before the fourteenth day following the date of the invoice. The
Seller shall also be entitled to charge such reasonable costs as it may
incur in recovering any overdue balances.
5.2
The Company
shall be entitled to issue an invoice for the Charges on the
Commencement Date or as soon thereafter as is reasonably practicable.
The invoice shall be entered into the Customer's administration menu
and the Customer shall be responsible for checking receipt. The Company
will if required provide invoices through the postal system but subject
to payment of the Company's Additional Charges that are in force from
time to time.
5.3
The Customer agrees to pay for the
Starters and Home packages 12 months in advance, Business and
Professional packages 6 months in advance, Server (Root or Managed) 3
months in advance, .co.uk/.org.uk/.me.uk domains 24 months in advance,
.com/.net/.org/.info/.biz and other domains 12 months in advance,
except when noted otherwise.
5.4
Payment of the Charges
can only be made by a valid Credit/Debit Card and the Customer shall
provide details of the same when he makes an Order for the Services.
5.5
The
Company shall be entitled to vary the Charges from time to time with
effect from the date specified in the Amendment Notice. The Company
shall issue an Amendment Notice no later than 6 weeks prior to the date
that any variation of the Charges shall come into force.
5.6
The
Customer shall no later than 6 weeks from the date of deemed receipt of
the Amendment Notice send a counter notice to the Company accepting or
rejecting the terms of the Amendment Notice. In the event that the
Customer specifies in the counter notice acceptance of the terms of the
Amendment Notice or fails to send a counter notice within the specified
period then the terms of the Amendment Notice shall apply as from and
including the date specified in the Amendment Notice and this agreement
for Services shall be deemed to be varied accordingly. In the event
that the counter notice rejects the terms of the Amendment Notice then
until such date as this Agreement has been terminated in accordance
with this clause the Customer will be charged the Charges as varied
from and including the date in the Amendment Notice. Upon receipt of
the Amendment Notice the Customer has the right to terminate this
Agreement with effect from the date in the Amendment Notice, such
notice of termination to be received by the Company no later than 14
days before the date in the Amendment Notice.
5.7
The
Customer acknowledges that the Charges are exclusive of any
telecommunication charges. All telecommunication charges incurred by
the Customer in connection with the use of the Services remain solely
at all times the responsibility of the Customer. The Company does not
accept liability or responsibility for any such charges.
5.8
If
the Charges are not paid in accordance with the Company's invoice, the
Company shall be entitled so far as is permitted by law and without
prejudice to any other rights it may have to charge interest on the
outstanding amount (both before and after judgement) at the rate of 6%
above the base rate from time to time of the Central Bank of Cyprus
from and including the due date but excluding the date the outstanding
amount is paid in full.
5.9
Neither the Company or the
Customer shall be entitled to set off a credit against any amount owed
to it by the other under the terms of this Agreement or under any other
agreement prior to completion of this Agreement.
5.10
Upon
termination of this Agreement the Customer shall be bound to pay any
outstanding amount of the Charges in respect of the Services received
up to and including the date of termination and the Company agrees to
refund in full the difference between the Charges for the Services
received up to the date of termination and the amount actually received
by the Company from the Customer. The customer acknowledges that
invoices relating to domain name registrations, shipping & handling
of software and additional traffic are non-refundable.
5.11
All prices exclude VAT @15%
5.12
The
volume of included data transfer may be limited, depending on the
chosen package. Unless otherwise contractually agreed, the volume limit
of data transfer is limited to six (6) GB (Gigabytes) per package. The
volume of data transfer is the sum of all transfers resulting from the
customers package. Any additional volume of data transfer will be
charged at the following rates:
The Company may modify the prices giving fifteen (15) days notice.
5.13
Any
customer withdrawing payments via bank or credit card (referred to as
"chargeback") in a way the company believes is unfair shall incur a
punitive fine of €20. The same punitive fine will be incurred if
payments made are then rejected by our bank.
5.14
Internal domain transfers will incur the same charges as domain registrations.
5.15
Customer
accounts that are not settled by 20 days after due date will be passed
to a debt recovery agency and will incur an administration fee of €30.00.
6. CUSTOMER OBLIGATIONS 6.1
The Customer shall:-
6.1.1
Keep
full security copies of the Customer's computer programs data base and
computer records on a daily basis or more frequently if required by
best computing practice;
6.1.2
Obtain the consent of
individuals whose personal data are to be held on the register of the
Naming Organisation and promptly notify the Company of any changes to
the Customer's registered details including (but not limited to):- (a)
name and address of the Customer; (b) name, postal address, e-mail
address, telephone and fax number of the technical contact and
administrative contact of the Customer's domain name(s) and in any
event provide such information within 15 days of a request for such
information from the Company.
6.1.3
In order to maintain
the data-transfer volume restrictions, check all email accounts in
regular intervals and download the email stored therein. The Company
may, should the capacity of the Customer's email boxes be exceeded at
any time, return all subsequently received emails to the senders
without notice to the Customer. Email accounts that have not been used
for for a period exceeding two (2) months (i.e., the account has not
been accessed by the Customer and email has not been downloaded for a
period of two month) are subject to suspension by The Company. Upon
such suspension, The Company will send a notification to the Customer's
primary contact email address, announcing the suspension of the
account. Failure to respond to such notice with a request for
reinstatement of the account may, at The Company's sole discretion,
lead to the termination of the subject account and the email box may be
deleted from The Company's servers. In such cases, The Company takes no
responsibility for the loss of any data and/or emails still located in
such account and the Customer's has no recourse against The Company for
any damages resulting from the loss of such data.
6.1.4
Notwithstanding
Clause 20.5, keep confidential all passwords received from the Company
for the purpose of the Services and notify the Company immediately upon
becoming aware that a password has become known to an unauthorised
third party.
6.1.5
Only make use of the Services for a legitimate and lawful purpose.
6.1.6
Complete
its own tests for computer viruses in accordance with best computing
practice prior to each and every operational use of the Services.
6.1.7
Ensure
that the Customer's home page created from the Equipment supplied by
the Company contains the full name and address of the Customer.
6.1.8
Allow
the Company to access the Customer's home page to check for any
infringements of the Customer's obligations under this Agreement.
6.1.9
Ensure
that it complies at all times with all relevant laws and obligations
including but not limited to any licence under the Act which is
applicable to the Customer and all related laws in any territory in
which the Customer is situated or in which the Customer's Website may
be accessed or made available. The Customer must also obtain any
relevant consents and approvals for the installation and use of the
Equipment. The Company will have no liability under this Agreement for
failure to comply with its obligations in any case where the Customer
does not comply with any such relevant laws or obligations or does not
obtain such consents or approvals.
6.2
The Customer shall NOT:-
6.2.1
modify or alter the Equipment without the prior consent of the Company;
6.2.2
send,
transmit, make available, copy, retransmit, broadcast or publish
(whether directly or indirectly) in whatever form any data, information
or contractual rights, material or statement which infringes the
Intellectual Property Rights or contractual or statutory rights of any
person or legal entity or the laws or statutory regulations relating to
defamation, contempt, blasphemy, infringement of privacy or personal
data rights and any equivalent or related laws in any territory in
which they are or may be accessed or made available;
6.2.3
make
use of the Services to send or cause to be sent or forwarded electronic
mail without the express or assumed agreement of the respective
recipient. This shall include but not be limited to not sending large
numbers of electronic mails with the same content which is commonly
referred to as "spamming";
6.2.4
Use of the IMAP account
as a "virtual drive", i.e., to store files as attachments or in any
other manner, is strictly prohibited. IMAP accounts may be used for no
purpose other that in the context of normal email traffic.
6.2.5
use
the Services to obtain or offer or permit to be offered for profit or
otherwise any material, images, displays or services which are erotic
or pornographic including but not limited to any other material,
images, displays or services which are offensive, illegal or immoral or
which is in breach of any legal obligation;
6.2.6
arrange
its home page(s) in a way that leads to a risk of or causes an
excessive load on the server provided by the Company in connection with
the Services;
6.2.7
exceed the relevant data transfer
volume applicable to the Specified Service unless the Customer has
agreed with the Company to pay Additional Charges as may vary from time
to time for the data transfer volume exceeding the agreed level in the
Specified Service.
6.2.8
use the Services in a manner
which infringes a third party's copyright or other intellectual
property rights of whatsoever nature.
6.3
Without
prejudice to any other rights of the Company arising from this
Agreement or otherwise, the Customer will indemnify the Company against
all claims, losses, liabilities, expenses, fines and penalties of
whatsoever nature made, incurred or imposed as a result of a breach by
the Customer of the terms of this clause.
6.4
Software is
provided for online use as part of the Services (the "ArtFX Online
Software"), and the use of such software may be subject to fees as
outlined in the current fee schedule in accordance with this Agreement.
The ArtFX Online Software is hosted software which runs directly on
ArtFX's servers, and the Customer shall not download, install, store
or make any copies of the ArtFX Online Software, nor shall the
Customer sublicence the ArtFX Online Software. The Customer shall not
in any way translate, decompile, reverse engineer, disassemble, modify,
reproduce, rent, lease, lend, licence, distribute, market or otherwise
dispose of any portion of the ArtFX Online Software or any copies
thereof and shall not assist any third party in doing so. The ArtFX
Online Software is designed to be used through the Companys user
interface and, as such, may be utilized by any authorized user from any
computer or workstation. This licence is automatically revoked upon
termination of this Agreement. The Company reserves the right to modify
or discontinue the ArtFX Online Software at any time without notice.
7. LIABILITY 7.1
To
the extent permitted by law, the Company shall not be liable to the
Customer save as expressly provided for in this Agreement and shall
have no other obligations, duties or liabilities whatsoever in
contract, tort or otherwise to the Customer.
7.2
So far
as is permitted by law and subject to Clause 3.3 the Company makes no
warranty to the Customer as to the quality of the Services or Equipment
or the fitness for purpose of the Equipment and in any event, the
Company shall only be liable for material breaches of its obligations
under this Agreement and to the extent of €300 per breach.
7.3
Neither
party shall have any liability to the other in respect of any breach of
this Agreement for loss of revenue, business, anticipated savings or
profits or any loss of use or value of any equipment or for any
indirect or consequential loss howsoever arising, save as set out in
Clause 7.3, 7.4 and 7.5 below.
7.4
Nothing in this
Agreement shall:- (a) exclude or restrict the Company for liability in
respect of the death or personal injury or fraud resulting from the
negligence of the Company, its employees or agents; (b) exclude the
conditions and warranties implied by Section 12 of the Sale of Goods
Act and where the Customer deals as a consumer, the conditions
implied by sections 13 to 15 inclusive of the said Act and by sections
3 and 4 of the Supply of Goods and Services Act; or (c) where the
Customer deals as a consumer, affect the Customer's statutory rights.
7.5
The
Customer will indemnify the Company for all loss of revenue, business
profits, costs and expenses arising from any failure by the Customer to
use the Services in accordance with this Agreement or failure to return
(if required under the terms of this Agreement) the Equipment in good
condition and against any fines or penalties imposed by any regulatory,
advertising or trading body or authority in connection with the use of
the site by the Customer.
7.6
The Company disclaims all liabilities in connection with the following :
*
loss of material uploaded
*
incompatibility of the site with any of the Customer's equipment, software or telecommunications links
*
technical problems including errors or interruptions of the site
*
unsuitability, unreliability or inaccuracy of the site.
7.7
The
Company will indemnify the Customer for claims made against the
Customer by third parties for breach of their Intellectual Property
Rights if such breach has been caused by the act, omission or otherwise
of the Company, its employees or agents.
7.8
Nothing in this Agreement shall prevent the Company from pursuing payment of a debt against the Customer.
7.9
Where
the Customer accesses this site from locations outside the Republic of
Cyprus, the Customer does so on the Customer's own initiative and is
responsible for compliance with local laws.
8. TERMINATION 8.1
Either
party may at any time by giving notice in a written and signed summary
document, terminate this agreement without compensation to the other
party if the other party shall become bankrupt, or if a body corporate
pass a resolution or the court shall make an order that one party be
wound up, otherwise than by way of amalgamation or reconstruction, or
if a receiver or manager on behalf of a creditor shall be appointed, or
if circumstances shall arise which entitles the court to make a winding
up order.
8.2
The Company shall have the right to
terminate this Agreement without reason upon giving 14 days written
notice to the Customer and termination shall occur at the expiry of the
notice period. The Customer shall have the right to terminate this
Agreement any time giving written notice to the Company. Termination
shall occur at the reception time of the notice.
8.3
Termination
or expiry of this Agreement for whatever reason shall not prejudice or
affect any right of action or remedy which shall have occurred or shall
accrue thereafter to either of the parties.
8.4
The
Company reserves the right to terminate this Agreement without notice
upon any of the following events:- (a) the Charges and/or Additional
Charges are outstanding for more than 20 calendar days; (b) the
Customer is in breach of his obligations as set out in Clause 6.1.4,
6.1.5, 6.1.7, 6.1.9, 6.2.2, 6.2.3, 6.2.4, 6.2.5, 6.2.6, 6.2.7, 6.2.8
and 12; (c) the Customer fails, despite prior warning to remedy a
breach of Clause 6.2.7.
8.5
Should the customer not
receive email confirmation of their termination within 14 days of their
request date the customer is responsible for contacting the company to
ensure the termination has been received.
9. Effect of Termination 9.1
On
termination or expiry of this Agreement for whatever reason the
following provisions shall apply:- (a) the Equipment and all copies
thereof, which is the subject matter of this Agreement will be returned
to the Company in good condition if required under Clause 12.6, and in
any event in no worse condition than at the commencement of this
Agreement; (b) in the event that the Equipment is not returned by the
Customer to the Company in good condition, the Company shall be
entitled to compensation equal to the value of the cost of repairing
the Equipment or if such Equipment cannot be repaired the cost of
replacing the Equipment; (c) the non-exclusive licence pursuant to
Clause 12 granted to the Customer in respect of the Equipment by the
Company shall be revoked with immediate effect; (d) the Customer shall
pay immediately all Charges and/or Additional Charges outstanding under
this Agreement to the Company within 14 Working Days. (e) the Customer
shall pay all amounts (if any) as and when such amounts shall fall due
under the indemnity given in Clause 7.4; (f) the Customer shall be
responsible for renewing the Registration of his domain name(s) and
finding a new host for the respective domain name(s); (g) the Company
shall without prior notice cease hosting a domain name(s) 30 days from
and including the expiry date of notice to terminate given under Clause
8.2 or 30 days from the date of termination if earlier notwithstanding
that the Customer has not found an alternative host for the respective
domain name(s).
10. CONSUMER'S CANCELLATION RIGHTS 10.1
Any
Customer buying as a consumer has the unreserved right to cancel this
Agreement at no cost and without any reason within 7 days from either:-
(a) the date the contract is formed; or (b) the date that confirmation
that the contract is formed is received from the Company whichever is
the later.
10.2
The Customer may exercise the right of
cancellation by notifying the Company in writing at the Company's
address shown in Clause 1.1.
10.3
The Customer will no longer have this right
once the Company has commenced provision of the Services with the
Customer's consent. The Customer shall be deemed to have given such
consent by accepting these Terms and Conditions.
11. LIMITATION OF SERVICE 11.1
The
Company shall be entitled to suspend such access to the Services as it
deems necessary by the Customer or any third party to all or any party
of the Services if the Customer is in breach of any of Clauses: 5,
6.1.4, 6.1.5, 6.1.7, 6.1.9, 6.2.2, 6.2.3, 6.2.4, 6.2.5, 6.2.6 and 12.
This Clause shall not be construed in any way as limiting the
termination rights of the Company as provided by Clause 8.
11.2
In
the case of Clause 6.2.6 the Company's right to suspend access to the
Services in accordance with Clause 11.1 also applies if the Customer
reaches the relevant data transfer volume but does not exceed it.
11.3
If
access to the Services is suspended as a result of downtime caused by
routine or emergency maintenance by the Customer the Services shall be
reconnected as quickly as practicable after, in the opinion of the
Company, such circumstances giving rise to the need to suspend have
ceased to exist.
11.4
Following the suspension of
Services (other than for the reasons referred to in Clause 11.3) the
Customer shall be obliged to apply for reconnection of access to the
Services but the Company shall not be obliged to reconnect access to
the Services. On receipt of an application to reconnect the Company may
do one of the following:- (a) reconnect as soon as reasonably
practicable subject to payment of all Charges and/or Additional Charges
and any amounts due under Clause 7.5; (b) specify additional reasonable
terms required by the Company prior to agreeing access to the Services;
(c) refuse to allow access to the Services on the basis that the breach
or instruction or event which led to the suspension of access is
unremedied or still remains as the case may be.
11.5
The
Customer will pay any Additional Charges as may be required from time
to time by the Company for reconnection to the Services.
11.6
If
the breach or instruction or event which led to the suspension of
Services remains or the Customer refuses to accept the additional terms
referred to in Clause 11.4(b), the Company shall be entitled to
terminate without notice;- (a) in the case of non payment of any
Charges or Additional Charges, if such amounts remain outstanding for
more than 20 calendar days; or (b) in the case of any other event
leading to suspension of access to the Services, if it remains
unremedied or additional terms are not accepted within 14 days of the
suspension.
11.7
The Company does not give any warranties
in connection with the provision of goods supplied by a third party for
the provision of the Services but shall, if applicable, assign to the
Customer the benefit of any licence, warranty, guarantee or indemnity
given by the third party supplying any Equipment to the Company.
12. LICENCE AGREEMENT 12.1
In
consideration of and subject to payment of the Charges by the Customer
upon the Commencement Date of this Agreement, and the compliance by the
Customer with the Terms and Conditions of this Agreement, the Company
grants to the Customer on and from the Commencement Date until the
termination of this Agreement in accordance with Clause 8 of these
Conditions, a revocable non exclusive licence to use the Equipment and
ancillary documentation in accordance with this Clause 12.
12.2
The
Customer shall receive from the Company a revocable non-exclusive
licence to utilise the Equipment for the Duration Period of the
Agreement in accordance with the Terms and Conditions of this
Agreement. Should the client be authorised by the Company to have the
use of multiple Equipment the following user conditions shall apply to
each item of Equipment. Equipment shall cover the original software
program and all duplicates (copies) hereof as well as sections of the
program if these are connected with other programs. A software program
shall include but not be limited to machine-readable instructions,
audio visual contents and the appropriate licence materials. The
licence regulations of the respective Equipment manufacturer shall also
apply. The Software is delivered to the Customer by mail and may be
ordered via customers control panel for a period of six (6) months
after the commencement of the ArtFX Services.
12.3
The
Customer shall undertake to ensure that everyone who uses the Equipment
shall observe this licence agreement. The Customer may simultaneously
use the Equipment only on one computer i.e. a stand alone computer
which is not networked. A "use" of the Equipment occurs, if the
Equipment is located in the primary memory or in the storage medium of
a computer. Equipment that is installed in a net server only for the
purpose of program distribution will not be considered as being used.
12.4
The
royalties received by the Company shall depend on the frequency of use
(for example, number of users), resources (for example, processor size)
or a combination of both. If access to Equipment is controlled by a
licence management program, copies may be made and stored on all
machines that come under the licence management program. However, the
use may not exceed the total number of admissible users or resources.
Some Equipment which is intended for use at home or mobile use, may be
stored on a primary and another computer. However, the Equipment may
not actively be used on both computers at the same time.
12.5
The
client may take such back up copies of the Equipment as is necessary in
accordance with best computing practice. Manuals may be printed out on
paper for use in the Customer's security procedures. The client shall
not be entitled to use, copy, process or transfer the Equipment in a
way other than that described herein to convert the Equipment into
another form (Reverse-Assemble-Reverse-Compile) or in any other way
translate the Equipment, if such conversion is not indispensably
provided for by express legal regulations. The client shall not be
entitled to rent out or lease the Equipment or assign or sub-licence
the Equipment except or expressly agreed under Clause 17 of this
Agreement.
12.6
The Customer may be required at the
Company's discretion to return to the Company all Equipment, contingent
copies as well as all written documentation and advertising materials
supplied in connection with the Equipment within 14 Working Days of
termination of this Agreement. The Client shall remove all stored
programs from the Customer's computer system provided the Customer is
not legally obliged to keep the programs for a longer period. This
Clause shall not prejudice or affect any other right of action or
remedy or obligation which shall have occurred or shall accrue
thereafter to either of the parties.
13. INTELLECTUAL PROPERTY RIGHTS 13.1
All
Intellectual Property Rights of the Company in any Equipment and
ancillary documentation shall at all times for the Duration Period of
this Agreement remain vested in the Company.
14. DATA PROTECTION 14.1
All
information, mail messages and other data stored on the Company's
computer system will be treated as private and solely the property of
the Customer at all times and will not be duplicated, copied,
reproduced or viewed publicly in any way except with express or implied
permission of the Customer and/or for the purpose of the Company's back
up services and/or providing the Customer with the Services and/or for
the Company's own internal purposes such as market research.
14.2
The
Company expressly points out to the Customer that by entering into this
Agreement the Customer acknowledges and agrees that once the Customer's
unencrypted data passes onto the Internet, it is not secure and is open
to unscrupulous use. The Company cannot accept responsibility or
liability for any data or information that becomes available by such
means against the wishes of the Customer and the Company recommends the
use of encryption for transfer of sensitive data or information.
14.3
The
Customer accepts that the Company will put its name on its mailing list
for receipt of product information and other advertising material from
the Company unless it informs the Company in writing that it does not
wish to receive such material.
14.4
The Customer accepts
that the register of the Naming Organisation will include the
Customer's name and address, administrative partner and technical
partner and other details relating to them. This information (if it
refers to individuals) is personal data for the purposes of the Data
Protection Act. The Customer accepts that the Naming Organisation
may allow other organisations and members of the public to access the
data for the purpose of obtaining information about the registration of
the domain name(s) or any other related purpose.
15. FORCE MAJEURE 15.1
The
Company shall not be liable for any failure in performing its
obligations under this Agreement due to circumstances beyond its
reasonable control.
16. INSURANCE 16.1 Obligation to Insure
The
Customer shall take out and maintain at its own cost insurance against
any property loss insuring the Equipment for its full replacement value
against all usual risks until returned if applicable to the Company.
17. COMPLAINTS
The
Customer should address any complaints concerning the provision of the
Services to the Company at the Company's address shown in Clause 1.1.
18. ASSIGNMENT
Neither
this Agreement or any rights or obligations hereunder may be assigned
or transferred or sub-contracted by the Customer in part or in whole to
a third party, without the prior consent of the Company such consent
not to be unreasonably withheld. The Company may on providing notice to
the Customer assign this Agreement in part or in whole to any third
party.
19. THIRD PARTY RIGHTS
Nothing in this Agreement
shall be taken as granting any rights expressly or impliedly whether
contractual or statutory to persons other than the Company and the
Customer, whether by virtue of the Contracts (Rights of Third Parties)
Act or otherwise.
20. IMPORTANT INFORMATION FOR PLACING ORDERS
The following information is provided to Customers in compliance with EU Directive No. 2000/31/EC (the e-Commerce Directive):
20.1
The
following are the steps to be taken by the Customer to place an order
using the Company's site. Orders may only be placed in English. Orders
will be acknowledged via email within 24 hours from placing the order.
The order steps are the same as for hosting, dedicated servers &
eShops, except domain name registration e.g click on eShops (your
desired package) in the navigation or on the page 1. Select the desired
package e.g Starters, Home, Business or Professional
2. Enter address details or, if existing customer account number/domain name and password
3. Miscellaneous: enter password, where did you here about us / order software
4. Finalise/Confirm order / review everything / enter credit card data
20.2
The
Customer may check to see whether an order has been placed correctly
and if necessary correct any errors by taking the following steps:
Order step "4" allows to change all entered data by clicking the steps
on navigation bar
20.3
Once an order has been placed it will be filed by the Company and will be accessible to the Customer.
20.4
This
site is owned and operated by ArtFX registered in Cyprus.
20.5
The
Customer may contact the Company by calling +357 22357700.
21. GENERAL 21.1
No
delay, neglect or forbearance on the part of either party in enforcing
against the other party any terms or conditions of this Agreement shall
either be or be deemed to be a waiver in or in any way prejudice any
right of that party under this Agreement, unless such waiver shall be
in writing.
21.2
Any notice, invoice or other document
which may be given by either party under this Agreement shall be deemed
to have been duly given if sent by first class post, or where the
parties expressly agree by electronic mail or facsimile transmission,
to such person and such address as either party shall nominate for this
purpose from time to time.
21.3
No item of Equipment is to be used by any person other than by the Customer or his employee/agent.
21.4
This
Agreement shall be construed and governed in all respects in accordance
with the Law of the Republic of Cyprus and the Cyprus Courts shall have
exclusive jurisdiction in respect of any disputes arising hereunder.
21.5
Each
party shall treat as confidential all information received by it from
the other party relating to the other party's business, customers,
strategies and plans, and such information may only be used for the
purpose of this Agreement and may only be disclosed in strict
confidence to its professional advisers or any person to whom
disclosure is required by law, to its employees or subcontractors where
reasonably necessary for the purposes envisaged by this Agreement, and
where otherwise specifically permitted by this Agreement.
22. PRICE PROMISE/MONEY BACK GUARANTEE DURATION: 22.1
Price promise and/or Money Back Guarantee claims must be received within 30 days from the initial date of registration.
22.2
The 30 Day Money Back Guarantee is exclusive of any additional costs
incurred for Domain Names, Shipping and Handling for Software and
additional traffic charges.
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