Terms & Conditions of 3 Legs Ltd
December 2009
The following terms of business apply to any and all of the domain name registration, website hosting, e-mail, website design & construction, programming and other Services (together "Services" and individually "Service") to be provided by us to you from time to time.
- " Server" means the computer server(s) equipment operated by us or on our behalf in connection with the provision of the Services.
- " Subscription Services" refer to the registration of domain names, hosting packages, Website Express™, Content Express™, Retail Express™, SearchSense and our Security-Payment Web Services.
- " Website" means the collection of HTML pages and images located on the Server(s) allocated by us to you for use by you as a site on the Internet.
- “Standard Rate” means £60 per hour (charged in units of 15 minutes). The standard rate may be revised by 3 Legs Ltd giving not less than 3 months prior written notice. Some work may be charged at a different hourly rate to the “standard rate”.
- “Excess Bandwidth Rate” means £5.00 per 1Gb. The excess bandwidth rate may be revised by 3 Legs Ltd giving not less than 1 months prior notice via our hosting website.
- "Completion Date" means the end of the period stated in the quotation.
1) PROJECT CONSTRUCTION/MAINTENANCE
1.1) AUTHORISATION
The client is engaging 3 Legs Ltd, a limited liability company, located at Unit 48A, Springham Park, Spring Valley, Douglas, Isle of Man, IM2 2QS as an independent contractor for the specific project of developing and/or improving a website or other programming project. If the website is to be installed on the client's web space on an Internet Service Provider's computer, the client hereby authorises 3 Legs Limited to access this account, and authorizes the Internet Service Provider to provide 3 Legs Ltd with "write permission" for the client's web page directory, cgi-bin directory, and any other directories or programs which need to be accessed for this project. The client also authorizes 3 Legs Ltd at their discretion to publicise their completed Website to e.g. Web Search Engines, as well as other Web Directories and Indexes.1.2) CONTENT
Text, images and other elements of the project that are supplied by client, must be in final version and any substantive change after the site has been created, will be charged for at the hourly rate.1.3) COMPLETION
3 Legs Ltd and the client must work together to complete the project by the completion date or such other date as both parties agree
The client must supply 3 Legs Ltd with complete text, graphics and other content promptly and if this has not been done in adequate time to enable 3 Legs Ltd to meet the completion date the entire amount of the contract becomes immediately due and payable1.4) PAYMENT OF FEES
Fees to 3 Legs Ltd are due and payable on the following schedule: 25% upon signing this contract, and 75% when the project has been completed according to the client's original written specifications (or as amended in writing by agreement between the parties). 3 Legs Limited will request 25% stage payments on work totalling £2,000 or more, this will be 25% on signing contract two further payments of 25% during construction of the project at stages agreed by both parties and 25% on completion. In case the client has not secured Web space on an Internet Service Provider's computer by the time the Web pages are completed, the Web pages may be delivered to the client on disk, CD or attached to an e-mail message. Advertising the pages to Web search engines and updating occur only after the final payment is made.
a. All fees due for our subscription services will be paid for in advance by the due date as advertised on the relevant 3 Legs Ltd Website. 3 Legs Ltd reserve the right to withdraw the service and charge for the remaining part of the years dues if any part of this entire agreement is broken.1.5) TAXATION AND LAWS AFFFECTING ELECTRONIC COMMERCE
From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The client agrees that the client is solely responsible for complying with all such laws, taxes, and tariffs, and will hold harmless, protect, and defend 3 Legs Ltd and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client's use of the Internet and electronic commerce.1.6) MAINTENANCE AGREEMENTS, SERVICE FEES AND HOURLY RATE
3 Legs Limited carries out maintenance as received at our relevant rate. This maintenance only covers minor alterations to the website/software, any major work will be quoted for on a case by case basis. Client can choose to have a specific maintenance agreement with agreed terms. These agreements are subject to additional terms & conditions as laid out in the maintenance agreement.If the client or a party other than 3 Legs Ltd attempts updating the client's pages, any time required to repair web pages will be assessed at the hourly rate, and is not included as part of the maintenance agreement. The maintenance period commences upon the date the client signs this contract. Changes requested by the client beyond the limits specified in the agreement will be charged at the Hourly Rate. This rate shall also govern additional work authorised beyond the maximums specified for such services as general Internet orientation education, marketing consulting, Web page design, editing, modifying product pages and databases in an online store, and art, photo, graphics services, and helping clients learn how to use their own web page editor.
Maintenance Agreements / Services Fees, excluding subscription services, will be reviewed every 12 months and may be increased by the rate of inflation or 10%, as 3 Legs Ltd feels appropriate.
Any increase in the Monthly/Annual Fees for 3 Legs Ltd’s subscription services will be notified 3 Months prior to there introduction.
2) DOMAIN NAMES
2.1) DOMAIN NAME REGISTRATION
We do not warrant or guarantee that the domain name applied for will be registered in your name or is capable of being registered by you. Accordingly, you should take no action in respect of your requested domain name(s) until you have been notified that your requested domain name has been registered.2.2) DOMAIN NAME RESTRICTIONS
The registration of the domain name and its ongoing use is subject to the relevant naming authority's terms and conditions of use and you are responsible for ensuring that you are aware of those terms and conditions and can and do comply with them. You irrevocably waive any claims you may have against us in respect of the decision of a naming authority to refuse to register a domain name and, without limitation agree that the administration charge paid by you to us shall be non-refundable in any event.2.3) DOMAIN NAME RIGHTS
We accept no responsibility in respect of the use of a domain name by you and any dispute between you and any other individual or organization regarding a domain name must be resolved between the parties concerned and we will take no part in any such dispute. We reserve the right, on our becoming aware of such a dispute, at our sole discretion and without giving any reason, to either suspend or cancel the domain name, and/or to make appropriate representations to the relevant naming authority and/or to take all other appropriate actions. You undertake to fully indemnify 3 Legs Ltd against all reasonable costs and expenses so incurred.Additional Terms & Conditions
In addition to our terms and conditions domain names are also subject to the terms and conditions of the administrating registrar. For details please see the links below.For .uk names: http://www.nic.uk/registrants/aboutdomainnames/legal/terms/
For .com/.net/.org/.info/.biz names: http://www.bulkregister.com/terms/agreement.asp
For .im names: https://www.nic.im/public/terms.mth
3) HOSTING & E-MAIL
3.1) HOSTING/E-MAIL
We specifically exclude any warranty as to the accuracy, speed or quality of information received by any person via the Server and in no event will we be liable for any loss or damage to any data stored on the Server. You are responsible for maintaining insurance cover in respect of any loss or damage to data stored on the Server.3.2) BANDWIDTH
All hosting solutions contain a monthly bandwidth allowance. Bandwidth usage is calculated on a monthly basis and constitutes any website, e-mail of FTP traffic to and from the hosting solution. Any bandwidth usage in excess of the monthly allowance will be charged for at our excess bandwidth rate.3.3) USE OF HOSTING
You warrant to us that you will only use your assigned Website for lawful purposes. In particular, you further warrant and undertake to us that:
You will not authorize or permit any other party to use the Server in violation of any law or regulation;
You will not knowingly or recklessly post, link to or transmit: any material that is unlawful, threatening, abusive, harmful, malicious, libellous, defamatory, obscene, pornographic, profane or otherwise objectionable in any way nor any material containing a virus or other hostile computer program;
You will not post, link to or transmit any material that shall constitute or encourage a criminal offence, give rise to civil liability or that violates or infringes any trade mark, copyright, other intellectual property rights or similar rights of any person, firm or company under the laws of any jurisdiction; and
You will conform to the standards made available by us from time to time and will not yourself, or none of your end users, make excessive or wasteful use of the Server to our detriment or that of our other customers.
If the site your site encounters heavy traffic leading to excessive bandwidth usage, you agree to pay on demand any extra charges incurred. If bandwidth usage remains high we will advise you as to the most cost effective means of managing your hosting requirements.Use of scripting and databases with our hosting solutions is restricted to 3 Legs Ltd staff or approved agents.
3.4) E-MAIL
You are responsible for sending mail in accordance with any relevant legislation (including Data Protection legislation) and for sending the same in a secure manner. Where 3 Legs Ltd provide e-mail services, we will take all reasonable steps to ensure accurate and prompt routing of messages but we will not accept any liability for non-receipt or misquoting or any other failure of email.3.5) TERMINATION
On termination of the agreement we shall be entitled immediately to close your hosting and to remove all data located on it. We will hold such data for a period of 14 days and allow you to collect it at your expense, failing which we shall be entitled to delete all such data. We shall further be entitled to post such notice in respect of the non-availability of your hosting, as we think fit.
4) SUBSCRIPTION SERVICES, MAINTENANCE AGREEMENTS & SERVICE FEES
4.1) PAYMENT OF FEES
All charges payable by you to us for these Services shall be in accordance with the relevant scale of charges and rates published from time to time by us and are exclusive of Value Added Tax which shall be paid by you at the rate and in the manner for the time being prescribed by law and shall be due as indicated on the invoice.Maintenance Agreements will be reviewed every 12 months and may be increased by the rate of inflation or 10%, as 3 Legs Limited feels appropriate. Any increase in the fees for 3 Legs Limited’s subscription services will be notified 3 months prior to there introduction.
4.2) NON – PAYMENT OF FEES
The provision by us of the Services is contingent upon our having received payment in full from you in respect of the relevant Services. Without prejudice to our other rights and remedies under this agreement, if any sum payable is not paid on or before the due date, we reserve the right, forthwith and at our sole discretion, to suspend the provision of Services to you.4.3) DURATION AND TERMINATION
Subscription Services are for a minimum period of twelve (12) months from the date of commencement of the service. Subscription Services may be terminated by giving one (1) months prior written notice before the renewal date of that service. We may terminate this agreement forthwith if you fail to pay any sums due to us as they fall due or If you breach any of these terms and conditions and you fail to correct the breach within thirty (30) days following written notice from us specifying the breach, or if you are a company you go into insolvent liquidation, or if you are a person you are declared bankrupt.4.4) RENEWAL
We will issue a renewal notice for any subscription service six (6) to eight (8) weeks prior to the renewal date of that service. If you intent to renew a subscription service then this renewal notice should be completed and returned to us no later that two (2) week prior to the renewal date of that service.
5) CONTENT MANAGEMENT
5.1) SERVICE FEES
The monthly service fee permits you access to the CMS website and to use the CMS modules currently setup. This fee is set by the number of modules used or by special arrangement with 3 Legs Ltd. Service fees are billed at the beginning of each month and are payable by the 25th of the month. The additional of new modules or CMS elements may result in an increase of the Service Fee. Standard service fees are reviewed every12 months and changes to fees will be notified 30 days before they take effect. Special arrangement service fees are reviewed on an annual basis and changes will be notified before they take effect.
5.2) USER ACCESS
Access to the CMS is via the CMS website while the monthly service fee is paid. Once payment of the monthly fee ends access to the CMS website will be withdrawn.
5.3) DATA STORAGE
Files used within the CMS are stored on our server under the service fee. If you wish to have a copy of these files then this can be arranged for an administrative fee and will be supplied within 60 days of request.
5.4) DATA ENTERED INTO CMS
Users of the CMS are responsible for the data entered into the CMS. Any information changed or deleted by the client is the clients responsibility and not 3 Legs Ltd's. Information deleted may not be able to be recovered so the deletion of data is the clients responsibility. Any data input or maintenance that you require 3 Legs Ltd to make will incur charges.
5.5) DATA TRANSFER
The data transfer used as part of the render process is covered by the monthly service fee. As new CMS elements are added the service fee may be increased to cover any additional data transfer costs.
5.6) FEATURE UPGRADES
As a subscription service 3 Legs Ltd reserves the right to make changes to the functionality of the CMS at any time. New features will be added to clients accounts at the discretion of 3 Legs Limited.
6) SECURITY-PAYMENT.COM WEB CART
6.1) SERVICE FEES
The monthly service fee permits you access to the retailer website and to use the features currently setup. This fee is set by version of the service selected . Service fees are billed at the beginning of each month and are payable by the 25th of the month. Standard service fees are reviewed every 12 months and changes to fees will be notified 30 days before they take effect. Special arrangement service fees are reviewed on an annual basis and changes will be notified before they take effect.
6.2) USER ACCESS
Access to the Retailer Control Panel is via the secure.security-payment.net website while the monthly service fee is paid. Once payment of the monthly fee ends access to the Retailer Control Panel website will be withdrawn.
6.3) DATA STORAGE
Files used within the Retailer Control Panel are stored on our server under the service fee. If you wish to have a copy of these files then this can be arranged for an administrative fee and will be supplied within 60 days of request.
6.4) DATA ENTERED INTO THE RETAILER CONTROL PANEL
Users of the Retailer Control Panel are responsible for the data entered into the Retailer Control Panel. Any information changed or deleted by the client is the clients responsibility and not 3 Legs Ltd's. Information deleted may not be able to be recovered so the deletion of data is the clients responsibility. Any data input or maintenance that you require 3 Legs Ltd to make will incur charges.
6.5) DATA TRANSFER
The data transfer used as part of the export process is covered by the monthly service fee.
6.6) FEATURE UPGRADES
As a subscription service 3 Legs Ltd reserves the right to make changes to the functionality of the CMS at any time. New features will be added to clients accounts at the discretion of 3 Legs Limited.
7) GENERAL
7.1) OVERDUE PAYMENTS
All payments must be made promptly. If an amount remains overdue for thirty (30) days after the invoice date, an additional 1% penalty will be added for each week of non-payment from the invoice. In the case of any overdue amount. 3 Legs Ltd reserve the right to suspend any ongoing work or services to any client whose invoice is more than 30 days overdue beyond the terms stated on the invoice. 3 Legs Ltd also reserves the right to remove Web pages from viewing on the Internet until all payments are made. In case collection action proves necessary, the client agrees to pay all fees and costs incurred by that process.7.2) SUPPORT
Support outside of a maintenance agreement is limited to online support via support pages on our websites or via e-mail support at our discretion. Any extra support will be charged for at the hourly rate.7.3) ADVERTISING
Advertising on any of 3 Legs Ltd Websites will be at the discretion of 3 Legs Ltd and no guarantees as to the response of the advertising is given or implied. 3 Legs Ltd will take no responsibility or liability for the accuracy of advertising copy.7.4) ISP
The client understands that any Internet Service Provider (ISP) services require a separate contract with the ISP of the client's choice. Any assistance given by 3 Legs Ltd in setting up this service will be charged for. 3 Legs Ltd take no responsibility for any ISP service.7.5) SEARCH ENGINES DIRECTORIES AND INDEXES
3 Legs Ltd do not imply, warrant or guarantee any inclusion or specific placing on any search engine, directory or index as these are third party services beyond our control. 3 Legs Ltd will however make reasonable efforts to gain good placing of clients site on some of the most commonly used search engines. Our service does not include paid for placements and does not include any fees to third parties.7.6) SERVICE AVAILABILITY
3 Legs Ltd does not warrant that the functions contained in the Website will meet the client's requirements or that the operation of the Web pages will be uninterrupted or error-free. The entire risk as to the quality and performance of the Website is with the client. In no event will 3 Legs Ltd be liable to the client or any third party for any damages, including any loss of profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate the Website in whole or in part, even if 3 Legs Ltd has been advised of the possibility of such damages.7.7) REASONABLE ENDEAVOURS
We shall use reasonable endeavours to provide continuing availability of the Server and the Services but we shall not, in any event, be liable for Service interruptions or down time of the Server.7.8) INTELLECTUAL PROPERTY RIGHTS AND OTHER CONSENTS
You are solely responsible for obtaining any and all necessary intellectual property rights, clearances and/or other consents and authorisations in respect of the Services, including without limitation, clearance and/or consents in respect of your proposed domain name and merchant services agreements between you and the relevant banks in respect of your operation of an Online Store and will fully indemnify 3 Legs Ltd against any liabilities arising from such matter.7.9) COPYRIGHT
Copyright to the finished work produced by 3 Legs Ltd is owned exclusively by 3 Legs Ltd until final payment of this contract. The client then has copyright of the Website design, graphics, and text contained in the finished work subject to the copyright terms of any third party service used to deliver aspects of the work. Rights to library photos, original photography, graphics, source code, work-up files, and computer programs are specifically not transferred to the client, and remain the exclusive property of their respective creators and owners else explicitly stated. 3 Legs Ltd retain the rights to display graphics and other Web design elements as examples of their work in their respective portfolios. All source code and programming code remains the copyright of 3 Legs Ltd unless explicitly stated otherwise. All third party service or code is subject to the terms of the original copyright holder unless agreed and stated otherwise. Any source code release by 3 Legs Ltdis for information purposes only and may not be altered, copied or re-distributed. Applications provided on software as a service basis (Security-Payment.com, Content Express™, 3 Legs Content Management and Domains & Hosting) remain the exclusive property of 3 Legs Ltd.7.10) RETURN OF CUSTOMER DATA
Upon request by Customer made within 30 days after the effective date of termination, 3 Legs Ltd will make available to Customer for download a file of Customer Data within 60 days of the request.An administrative charge of 2 hours of standard billable time will apply to this service.
After such 30-day period, 3 Legs Ltd shall have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control.
7.11) INDEMNITY
You agree to indemnify and keep indemnified and hold us on demand harmless from and against any claim brought against us by a third party resulting from the provision of Services by us to you and your use of the Server, and in respect of all losses, costs, actions, proceedings, claims, damages, expenses (including reasonable legal costs and expenses), or liabilities, whatsoever suffered and howsoever incurred by us in consequence of your breach or non-observance of these terms and conditions.7.12) LIMITATION OF LIABILITY
We hereby exclude all conditions, terms, representations (other than fraudulent representations) and warranties relating to the Services supplied under this agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose.7.13) NEGLIGENCE
Nothing in these terms and conditions shall exclude our liability for death or personal injury resulting from our negligence.7.14) LIABILITY
0ur total aggregate liability to you for any valid claim in contract, tort, negligence or otherwise arising out of or in connection with the provision of the Services shall be limited to the charges paid by you in respect of the Services which are the subject of any such claim and provided that you notify us of any such claim within three month of it arising.7.15) LIMITATION
In no event shall we be liable to you for any loss of business, contracts, profits or anticipated savings or for any other indirect or consequential or economic loss whatsoever.7.16) NOTICES
Any notice to be given by either party to the other may be sent by either e-mail, fax or recorded delivery to the address of the other party as appearing in this agreement or such other address as either party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by fax shall be deemed to be served on receipt of an error free transmission report, or if sent by recorded delivery shall be deemed to be served two days following the date of posting.7.17) CLIENT INFORMATION
It is the responsibility of the client to inform 3 Legs Ltd of any changes to any contact information we may hold for our administration purposes. This information held by 3 Legs Ltd is subject to Data Protection Laws.7.18) LAW
These terms and conditions shall be governed by and construed in accordance with Manx law and you hereby submit to the non-exclusive jurisdiction of the Manx Courts.7.19) ENTIRE AGREEMENT
If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.7.20) SECURITY
You warrant, undertake and agree that:
You will keep secure any identification, password and other confidential information relating to your account and you will notify us immediately of any known or suspected unauthorized use of your account, or any known or suspected breach of security, including loss, theft or unauthorised disclosure of your password information.
3 Legs Ltd reserve the right only to act to on clients instructions with regard to our services on the production of password and/or identification code.7.21) SERVERS
Whilst we shall use reasonable endeavours to ensure the integrity and security of the Server, we do not guarantee that the Server will be free from unauthorised users or hackers.
These terms and conditions together with any document expressly referred to in them, contain the entire agreement between us relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings or proposals, written or oral, between us in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. You confirm that in agreeing to these terms and conditions, you have not relied on any representation save insofar as the same has expressly in these terms and conditions been made a representation and you agree that you shall have no remedy in respect of any other misrepresentation (other than a fraudulent misrepresentation).