WkWyW.net Web Hosting, Services and Software

Acceptable Use Policy

Supplemental Conditions

Please read the conditions for WkWyW.net before continuing with your registration.

CONDITIONS FOR WkWyW.net

1. INTERPRETATION

In this Contract:

"Authorised User" means anyone permitted by the Customer to use the Service.

"WkWyW" means WkWyW.net of 6 Welkin Road, Bredbury, Stockport, Cheshire SK6 2BH England

"Price List" means the WkWyW Price List which identifies the charges for the Service provided to the Customer.

"Server Side Program Code" means any content that is executed on the server and is not under the direct control of WkWyW.

"Contract" means, in order of precedence these Conditions, the Price List, the completed Registration Form and the Order Form (if any).

"Customer" means the person so named on the Order Form (if any) or as otherwise notified to WkWyW and anyone reasonably appearing to WkWyW to be acting with that person's authority or permission.

"Customer Information" means data, information, video, graphics, sound, music, photographs, software and any other materials (in whatever form) published or otherwise made available (directly or indirectly) by or on behalf of the Customer by using the Service.

"Registration Form" means the WkWyW registration form which identifies the Customer's contact details and service options.

"Customer Website" means the Customer's website(s) on the World Wide Web.

"Domain Name" means a name registered with an Internet registration authority for use as part of the Customer's URL.

"Helpdesk" means the helpdesk facility provided by WkWyW to handle enquiries and administration for the Service.

"Minimum Period" means the first 12 months of the Service beginning on the Operational Service Date.

"Operational Service Date" means the date when the Service is first made available to the Customer.

"Order Form" means the WkWyW order form identifying the Service required by the Customer.

"Service" means the web hosting service called WkWyW.net.

"Software" means any software provided by WkWyW to enable the Customer to access or use the Service.

"System Administrator" means a person named by the Customer to be the point of contact with WkWyW for matters relating to the provision of the Service.

"Third Party Information" means data, information, video, graphics, sound, music, photographs, software and any other materials (in whatever form) not owned or generated by or on behalf of the Customer, published or otherwise made available by the Customer by using the Service.

"URL" means a uniform resource locator, which is the full address for a web site.

2. DURATION

This Contract begins on the date that the Customer completes the registration form (which incorporates these Conditions) and the registration is accepted by WkWyW, and will continue until terminated in accordance with this Contract.

3. PROVISION OF THE SERVICE

3.1 WkWyW will provide the Customer with the Service on the terms of this Contract.

3.2 WkWyW will use reasonable endeavours to provide the Service by the date agreed with the Customer but all dates are estimates and WkWyW has no liability for any failure to meet any date.

3.3 WkWyW will provide the Service with the reasonable skill and care of a competent telecommunications service provider.

3.4 It is technically impracticable to provide a fault-free Service and WkWyW does not undertake to do so. WkWyW will however repair any reported faults as soon as it reasonably can.

3.5 Occasionally WkWyW may:

(a) for operational reasons change the technical specification of the Service used by WkWyW for provision of the Service to the Customer, provided that any change to the technical specification does not materially affect the performance of the Service;

(b) suspend the Service for operational reasons such as repair, maintenance or improvement of the Service or because of an emergency; or

(c) give the Customer instructions which it believes are necessary for reasons of health, safety or the quality of any telecommunications service provided by WkWyW to the Customer or any other customer.

Before doing so WkWyW will give as much notice as possible and whenever practicable will agree with the Customer, when the Service will be suspended. WkWyW will restore the Service as soon as it reasonably can after suspension.

3.6 With the exception of the Software, the Customer is responsible for providing suitable computer hardware, software and telecommunications equipment and services necessary to access and use the Service. This Contract does not include the provision of telecommunications services or Internet access services necessary to connect to the Service.

3.7 The Customer will nominate a System Administrator.

4. CONNECTION OF EQUIPMENT TO THE SERVICE

4.1 Any equipment connected to or used with the Service must be connected and used in accordance with any instructions, safety or security procedures applicable to the use of that equipment.

4.2 Any equipment which is attached (directly or indirectly) to the Service must be technically compatible with the Service, and approved for that purpose under any relevant legislation.

5. SECURITY

5.1 The Customer is responsible for the security and proper use of all user IDs and passwords used in connection with the Service (including changing passwords on a regular basis) and must take all necessary steps to ensure that they are kept confidential, secure, used properly and not disclosed to unauthorised people.

5.2 The Customer must immediately inform WkWyW if there is any reason to believe that a user ID or password has or is likely to become known to someone not authorised to use it or is being or is likely to be used in an unauthorised way.

5.3 The Customer must not change or attempt to change a user ID. If a Customer forgets or loses a password or user ID the Customer must contact WkWyW and satisfy such security checks as WkWyW may operate.

5.4 WkWyW reserves the right to suspend user ID and password access to the Service if at any time WkWyW considers that there is or is likely to be a breach of security.

5.5 WkWyW reserves the right (at its sole discretion) to require the Customer to change any or all of the passwords used by the Customer in connection with the Service

5.6 The Customer must immediately inform WkWyW of any changes to the information the Customer supplied when registering for the Service.

6. Use of the Service

6.1 It is the Customer's responsibility to obtain and keep in force any licence necessary for the Customer to use the Service.

6.2 The Customer shall only access the Service through the Software or otherwise as permitted by WkWyW and shall not attempt at any time to circumvent system security or access the source software or compiled code.

6.3 The Service is provided solely for the Customer's own use and the Customer will not resell or attempt to resell the Service (or any part or facility of it) to any third party.

6.4 The Customer shall be responsible for the creation, maintenance and design of all Customer Information.

6.5 The Customer warrants that the Customer Information is and will remain accurate and will not include any information or material, any part of which, or the accessing of which or use of which would be a criminal offence or otherwise unlawful. In particular the Customer warrants that all necessary licences and consents (including but not limited to those from owners of copyrights or performing rights) have been obtained.

6.6 The Customer warrants that it will comply with all consumer and other legislation, instructions or guidelines issued by regulatory authorities, relevant licences and any other codes of practice which apply to the Customer or WkWyW and which relate to the provision of Customer Information provided that WkWyW has given notice to the Customer of those which apply to WkWyW.

6.7 The Service must not be used in a way that does not comply with:

(a) the terms of any legislation or any licence applicable to the Customer or that is in any way unlawful; or

(b) any instructions given by WkWyW under paragraph 3.5(c).

6.8 The Service must not be used:

(a) to send, upload, download, use or re-use any information or material which is offensive, abusive, indecent, defamatory, obscene or menacing, or in breach of confidence, copyright, privacy or any other rights;

(b) to cause annoyance, inconvenience or needless anxiety;

(c) to send or provide unsolicited advertising or promotional material, or knowingly to receive responses to any unsolicited advertising or promotional material sent or provided using the Service by any third party; or

(d) other than in accordance with the acceptable use policies of any connected networks.

6.9 If the Customer or anyone else, with or without the Customer's knowledge or approval:

uses the Service in contravention of paragraphs 6.1, 6.2, 6.3, 6.4, , 6.7 or 6.8;

breaches the warranties in paragraphs 6.5 or 6.6; or

(b) uses the server capacity or the Software made available to it in any way which, in WkWyW opinion, is, or is likely to be, detrimental to the provision of the Service to the Customer or any other customer and fails to take corrective action within a reasonable period of receiving notice from WkWyW;

WkWyW may treat the contravention as a material breach of this Contract which cannot be remedied for the purposes of paragraph 16.

6.10 The Customer must indemnify WkWyW against any claims or legal proceedings which are brought or threatened against WkWyW by a third party alleging that:

the Service has been used in breach of the provisions of paragraphs 6.1, 6.2, 6.3, 6.4, 6.7 or 6.8;

the warranties in paragraphs 6.5 or 6.6 have been breached; or

(c) the Service is faulty or cannot be used by that third party.

WkWyW will notify the Customer of any such claims or proceedings and keep the Customer informed as to the progress of such claims or proceedings.

6.11 The Customer is responsible for the acts and omissions of all Authorised Users in connection with the Service and is liable for any failure by any Authorised User to perform or observe the terms and conditions of this Contract, including any instructions issued under paragraph 3.5.

6.12 The Service must not be used in any way which, in WkWyW reasonable opinion, is, or is likely to be, detrimental to the provision of the Service to the Customer or any other customer, and fails to take corrective action within a reasonable period of receiving written notice from WkWyW.

7. DOMAIN NAME

7.1 The Customer warrants that it is the owner of, or that it is duly authorised by the owner of, any trade-mark or name that it wishes to use as its Domain Name and use as part of its URL. In addition, the Customer must not use a Domain Name or URL which infringes the rights of any person in a corresponding trade mark or name.

7.2 WkWyW reserves the right to require the Customer to select a replacement Domain Name or URL and may either refuse to provide or may suspend Service if, in WkWyW opinion, there are reasonable grounds for WkWyW to believe that the Domain Name or URL is, or is likely to be, offensive, abusive, defamatory or obscene or in breach of the provisions of paragraph 7.1.

Charged Domain Names

7.3 Where WkWyW undertakes Domain Name and URL registration on behalf of the Customer, WkWyW will charge the Customer a fee for each Domain Name registered and maintained. The Customer is responsible for paying registration fees to that authority.

7.4 If the Customer has purchased a Domain Name(s) direct from the relevant Internet registration authority, the Customer is responsible for paying all fees to that authority, unless the Customer transfers the Domain Name(s) to WkWyW, in which case the Customer will be liable to pay such fees to WkWyW.

7.5 Registration of any Domain Name is subject to a minimum rental period of 6 months beginning on the date that the Domain Name is first set-up. If the Customer terminates the Domain Name registration or transfers the Domain Name to another Internet Service Provider within this minimum rental period, the Customer will pay the outstanding rental to WkWyW for the remaining part of the minimum rental period.

7.6 If the Customer has opted for Domain Name registration and does not pay any of the relevant charges, WkWyW reserves the right to suspend use of such Domain Names.

8. SERVER SIDE PROGRAM CODE (SSPC)

8.1 WkWyW reserves the right (immediately and without giving notice) to remove any SSPC from any of its servers (or disable any such SSPC) if there is a breach of any of the Guidelines or if any such SSPC adversely affect or (in WkWyW opinion) are likely to adversely affect:

the security of any servers or other infrastructure used by WkWyW in the provision of the Service to its customers; or

WkWyW ability to provide the Service or the quality of Service, whether to the Customer that provided such SSPC or any other customer.

8.2 The Customer warrants that it has all the necessary rights, licences and consents (including but not limited to licences and consents from owners of intellectual property rights) to use any SSPC in conjunction with the Service and will indemnify WkWyW in respect of any claims or legal proceedings that any third party makes against WkWyW in relation to any SSPC that the Customer implements on the Service.

8.3 WkWyW may change the Guidelines at any time and from time to time. WkWyW will endeavour to give the Customer notice of such changes at least 14 days before they take effect, but reserves the right to notify the Customer of immediately effective changes in circumstances where failing to do so could result in SSPC scripts being removed or disabled as referred to above.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 Where Software is provided to enable the Customer to use the Service, WkWyW grants the Customer a non-exclusive, non-transferable licence to use the Software unless the software
is governed by an alternative, less restrictive license.

9.2 The Customer will not, without WkWyW prior written consent, copy or (except as permitted by law) decompile or modify the Software, nor copy the manuals or documentation.

9.3 The Customer will sign any agreement reasonably required by the owner of the copyright in the Software to protect the owner's interest in that software.

9.4 WkWyW may offer updates or modifications to the Software or documentation. Any applicable charges for such updates or modifications will be notified to the Customer at the time WkWyW offers such updates or modifications.

10. CONFIDENTIALITY

10.1 The parties will keep in confidence any information (whether written or oral) of a confidential nature (including software and manuals) obtained under this Contract and will not disclose that information to any person (other than their employees or professional advisers, or in the case of WkWyW the employees of a WkWyW.net who need to know the information) without the written consent of the other party.

10.2 This paragraph 10 will not apply to:

(a) any information which has been published other than through a breach of this Contract;

(b) information lawfully in the possession of the recipient before the disclosure under this Contract took place;

(c) information obtained from a third party who is free to disclose it; and

(d) information which a party is requested to disclose and if it did not could be required by law to do so.

10.3 This paragraph 10 will remain in effect for 2 years after the termination of this Contract.

11. CHARGES AND DEPOSITS

11.1 The charges for the Service will be calculated in accordance with the Price List. Charging will begin on the Operational Service Date and will be issued in advance on a quarterly basis. Charges for use of the Service will be calculated in accordance with the details recorded by, or on behalf of, WkWyW.

11.2 WkWyW may revise the charges on 28 days' notice to the Customer or such other period as is stated in the Price List.

11.3 The Customer will pay the charges within 28 days of the date of WkWyW invoice. WkWyW may charge daily interest on late payments at a rate equal to 4 % per annum above the UK base-lending rate of HSBC Bank plc.

11.4 All charges will be invoiced and paid in sterling unless otherwise stated in the Price List. Value Added Tax or any applicable in country sales or use tax or like charge in a country where the Service is provided which is payable by the Customer will be added to WkWyW invoices as appropriate.

11.5 The Customer acknowledges that the Customer may be subject to WkWyW credit vetting procedures and that WkWyW may, at any time, require the Customer to pay a deposit or provide a guarantee as security for payment of future bills.

11.6 If the Customer exceeds its contracted rate of traffic as detailed in the Registration Form in any billing period, the Customer agrees to pay additional traffic charges as specified in the Price List. Such charges will be billed quarterly in arrears.

12. LIMITATION OF LIABILITY

12.1 The Customer accepts that WkWyW is under no obligation to edit, review or modify the Customer Information or Third Party Information and that WkWyW does not examine the use to which the Service is put. However, WkWyW reserves the right to remove any Customer Information or Third Party Information following notice to the Customer if WkWyW reasonably believes that there may be a breach of this Contract, law or third party right.

12.2 WkWyW excludes all liability of any kind in respect of Customer Information, Third Party Information, any other material on the internet which can be accessed using the Service and is not responsible in any way for any goods (including software) or services provided by third parties advertised, sold or otherwise made available by means of the Service or on the internet.

12.3 WkWyW is not liable to the Customer either in contract, tort (including negligence) or otherwise for the acts or omissions of other providers of telecommunications or Internet services (including domain name registration authorities) or for faults in or failures of their equipment.

12.4 Each provision of this Contract operates separately. If any part is held by a court to be unreasonable or inapplicable, the other parts shall continue to apply.

13. MATTERS BEYOND EITHER PARTIES' REASONABLE CONTROL

13.1 If either party is unable to perform any obligation under this Contract because of a matter beyond its reasonable control such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving employees of either party), or acts of local or central Government or other competent authorities, or events beyond the reasonable control of suppliers of either party, that party will have no liability to the other for that failure to perform.

13.2 If WkWyW is prevented by restrictions of a legal or regulatory nature from supplying the Service, WkWyW will have no liability to the Customer for failure to supply the Service.

13.3 If any of the events detailed in paragraphs 13.1 or 13.2 continue for more than 3 months either party may serve notice on the other terminating this Contract.

14. CANCELLATION

The Customer may cancel the Service at any time before the Operational Service Date. If the Customer cancels the Service the Customer must pay WkWyW for any work done or money spent in getting ready to provide the Service. WkWyW will take reasonable steps to mitigate the amount of such costs.

15. TERMINATION OF THIS CONTRACT BY NOTICE

15.1 Either party may terminate this Contract on 14 days notice to the other.

15.2 If the Customer terminates this Contract or the Service during its Minimum Period (other than because WkWyW has materially increased its charges, or has materially changed the Conditions of this Contract to the Customer's detriment) the Customer must pay the charges due, if any, for the remaining part of the Minimum Period, as set out in the Price List.

16. BREACHES OF THIS CONTRACT

16.1 Either party may terminate this Contract or the provision of Service (in whole or in part) under it without notice if the other:

(a) commits a material breach of this Contract, which is capable of remedy, and fails to remedy the breach within a reasonable time of a written notice to do so; or

(b) commits a material breach of this Contract which cannot be remedied; or

(c) is repeatedly in breach of this Contract; or

(d) is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors, or if it goes into either voluntary (otherwise than for reconstruction or amalgamation) or compulsory liquidation, or a receiver or administrator is appointed over its assets.

16.2 If any of the events detailed in paragraph 16.1 occur because of the Customer, WkWyW may suspend the Service (in whole or in part) without prejudice to its right to terminate this Contract. Where the Service is suspended under this paragraph the Customer must pay the charges for the Service until this Contract is terminated.

16.3 If this Contract is terminated by WkWyW during the Minimum Period because of an event specified in paragraph 16.1, the Customer must pay the charges due, if any, for the remaining part of the Minimum Period as set out in the Price List.

16.4 If either party delays in acting upon a breach of this Contract that delay will not be regarded as a waiver of that breach. If either party waives a breach of this Contract that waiver is limited to that particular breach.

17. CHANGES TO THIS CONTRACT

17.1 Service

If the Customer asks WkWyW to make any change to the Service WkWyW may ask the Customer to confirm the request in writing. If WkWyW agrees to a change, this Contract will be amended from the date when WkWyW confirms the change in writing to the Customer.

17.2 Conditions

WkWyW can change the Conditions of this Contract (including the charges) at any time, on 28 days notice to the Customer.

18. EXPORT CONTROL

18.1 Delivery of the Service to the Customer may be subject to the United States of America export control law and regulations or the laws and regulations of another country. WkWyW does not represent that any necessary approvals and licences will be granted. The Customer will provide reasonable assistance to WkWyW to obtain any necessary consents. If, through no fault of WkWyW, any necessary consents are not granted, then WkWyW can terminate this Contract or the provision of the Service under it (as appropriate) without any liability to the Customer .

18.2 The Customer agrees to comply with any applicable export or re-export laws and regulations of any country, including obtaining written authority from the US Government if the Customer intends at any time to re-export any items of US origin to any proscribed destination.

18.3 For US Government personnel using the Service in the United Kingdom, US Government restricted rights will apply.

19. ASSIGNMENT

Neither party may assign or transfer any of their rights or obligations under this Contract, without the written consent of the other, except that WkWyW may assign its rights or obligations (or both) to a WkWyW.net Group Company without consent.

20. ENTIRE AGREEMENT

20.1 This Contract contains the whole agreement between the parties and supersedes all previous written or oral agreements relating to its subject matter.

20.2 The parties acknowledge and agree that:

(a) they have not been induced to enter into this Contract by any representation, warranty or other assurance not expressly incorporated into it; and

(b) in connection with this Contract their only rights and remedies in relation to any representation, warranty or other assurance are for breach of this Contract and that all other rights and remedies are excluded, except in the case of fraud.

21. NOTICES

Subject to paragraph 3.5(b) notices given under this Contract must be in writing and delivered by hand, or sent by prepaid post, as follows:

(a) to WkWyW.net at 6 Welkin Road, Bredbury, Stockport, Cheshire SK6 2BH England or any alternative address that WkWyW notifies to the Customer;

(b) to the Customer at the address to which the Customer asks WkWyW to send bills, the address of the Customer's premises, or if the Customer is a limited company its registered office.

22. LAW

This Contract is governed by the law of England and Wales.

ACCEPTABLE USE POLICY

It is prohibited to use the service fraudulently or in connection with a criminal offence; to send, receive, upload, download, use or re-use any material which is offensive, abusive, indecent, defamatory, obscene or menacing, or in breach of confidence, copyright, privacy or any other rights; to cause annoyance, inconvenience or needless anxiety; or to send unsolicited advertising or promotional material. Failure to adhere to these rules may result in suspension of service.

WkWyW.net allows content owners to take full control over the content and presentation of material offered over the service. Consequently, WkWyW makes no warranty (express or implied) in relation to any information, goods or services delivered over the WkWyW .net network.

Should we have any comments about your site, or have received any enquiries or complaints about it, we will give the enquirer the first contact name, telephone number and E-mail address given by you at registration.

Please read the relevant conditions for any supplemental services before continuing with your registration.

Supplemental Conditions for WkWyW Web Site Design Packages

To receive a Web Site designed by WkWyW the Customer must accept the following Supplemental Conditions, which are in addition to the Conditions for WkWyW .net and form part of the Customer's contract with WkWyW . Any breach of these Supplemental Conditions has the same effect as a breach of the WkWyW.net Conditions and will entitle WkWyW to any remedies available to it for such breach under the WkWyW.net Conditions.

1. LIMITATION OF SCOPE OF WEB SITE DESIGN SERVICES

The Customer acknowledges that the scope of the Web Site Design Services is strictly to provide a framework for the Customer's WkWyW web site. The Customer further acknowledges that in the provision of the Web Site Design Services, neither WkWyW nor its designated sub-contractor is providing or undertakes to provide consultancy or any other advice in regard to the substantive content the Customer may choose to place on its web site. The provision of the substantive content of the web site is at all times the Customer's sole responsibility (this includes the obligation to provide the content to WkWyW or its sub-contractor on a timely basis), and the Customer accepts all liability arising from or related to such content.

2. EXCLUSION OF WkWyW LIABILITY FOR CUSTOMER'S CONTENT

The Customer acknowledges that it is solely responsible for ensuring that any and all content it places on its web site complies at all times with the requirements set out in paragraphs 5, 6, 15, and 16 of the WkWyW.net Conditions. WkWyW reserves the right to refuse to host material provided to it or its sub-contractor which it reasonably considers to be in violation of the terms of the WkWyW.net Conditions.

3. OBLIGATION TO PAY WkWyW FOR WEB SITE DESIGN SERVICES

The Customer understands and acknowledges that it is obliged to pay WkWyW for the web hosting and Web Site Design Services regardless of whether it signs off the final approval of its web site delivered by WkWyW or its subcontractor.