Enmore Green Ltd
trading as "Enmore Services "
Managed Web Services Terms and Conditions
Last Updated: 9th April 2010
IMPORTANT – PLEASE READ CAREFULLY. The Managed Web Services (the "Products"), available from Enmore Green Ltd trading as "Enmore Services ", are provided to you the subscribing entity ("You") under the terms and conditions of these Enmore Green Ltd Managed Web Services Terms and Conditions ("Terms"). Each Product is offered on an individual quotation basis and BY COMPLETING THE ON-LINE ELECTRONIC ACCEPTANCE PROCESS AND CLICKING THE "SUBMIT" BUTTON, YOU REPRESENT AND WARRANT THAT YOU: (i) ARE AUTHORISED TO SIGN FOR AND BIND THE CONTRACTING PARTY AND (ii) AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE WARRANTIES AND LIMITATIONS OF LIABILITY SET FORTH IN SECTIONS 9 AND 10 BELOW.
1. DESCRIPTION OF PRODUCTS. The Products allow individuals and businesses to have a web presence developed and the resultant web site maintained on an ongoing basis. The content and style of the site would typically be determined through a separate Enmore Marketing Services Programme or by other means, and then each of the Products supports the initial site deployment and subsequent onward management.
2. ORDER PLACEMENT. To accept a quotation and place your order You must on the subscribing entity’s behalf submit an Order Placement Form (the "Accept Form"), which is available at http:/www.enmoreservices.com/place_order.html. Upon completion of the on-line electronic acceptance process You will have opened an account with Enmore Green Ltd and will become a subscriber to the Managed Web Services.
3. DELIVERY OF PRODUCTS
(a) Service Packages: the Products allow the registered subscriber to have an online web site developed and operated on their behalf. Enmore Green Ltd makes the Products available under a number of different Service Packages. You should ensure that the Service Package for which You are submitting an order meets Your needs by reviewing the available documentation provided or on the Enmore Green Ltd web site and your individual quotation.
(b) Web site development: any activities associated with the development of a web site will be performed by Enmore Green Ltd at their offices unless otherwise specified. For activities required or You request be conducted at Your locations, You will be responsible to provide, at no additional charge to Enmore Green Ltd, work space, access to Your network infrastructure, and reasonable access to Your premises during normal business hours, in each case as necessary for EnmoreGreen Ltd to perform the activities. While at Your locations, Enmore Green Ltd shall observe and comply with Your work rules, policies and standards to the extent that these have been communicated to Enmore Green Ltd in advance.
(c) Ownership of Deliverables and Intellectual Property Rights: unless agreed otherwise on a case by case basis Enmore Green Ltd shall retain all legal and beneficial ownership of all Intellectual Property Rights used in the Delivery of Products regardless of whether the same are used in their development or onward operation or otherwise. Unless agreed otherwise on a case by case basis no part of this Agreement shall be interpreted as assigning any rights in or granting any licence to You to use any Intellectual Property Rights used in the Products. You grant to Enmore Green Ltd a non-exclusive licence to use any of Your materials to the extent necessary for Enmore Green Ltd to perform its obligations under this Agreement.
(d) Retained Rights of Enmore Green Ltd: Enmore Green Ltd shall retain the right to use its general knowledge and experience, as well as any generic development methods, processes, tools, and techniques developed by Enmore Green Ltd in the course of performing work for You under this Agreement, in connection with other client engagements entered into by Enmore Green Ltd and as part of performing services for such other clients.
(e) Domain Names: Your domain name or URL (Uniform Resource Locator) is the address that people use to find your web site on the Internet. As part of any Product, Enmore Green Ltd may manage the registration of a suitable name for use by You. As part of this process, Enmore Green Ltd would be your technical, billing and administration contact with the registration authority but You would have full ownership of any domain name explicitly registered for You. When Enmore Green Ltd registers on your behalf, either:
- a .uk domain name, You enter into a contract of registration with Nominet UK on the following terms and conditions: www.nominet.org.uk/registrants/legal/rules/ and when applicable the policies and procedures of our chosen registrars: 1and1, available at http://order.1and1.co.uk/xml/order/TcGeneral , or 123-reg, available at http://www.123-reg.co.uk/terms/general-terms.shtml
- a global top level domain, you agree to abide by the policies and procedures of ICANN available at: www.icann.org/udrp/udrp.htm and when applicable the policies of our chosen registrars; 1and1, available at http://order.1and1.co.uk/xml/order/TcGeneral or Dreamhost, available at http://dreamhost.com/tos.html
(f) Hosting: as part of any Product, Enmore Green Ltd uses and manages on your behalf, storage and server/processing services that are connected to the Internet. As the Internet is neither owned nor controlled by any one entity, Enmore Green Ltd can make no guarantee that any given user shall be able to access the applicable servers at any given time. Enmore Green Ltd represents that it shall make every good faith effort to ensure that the applicable servers are available as widely as possible and with as little service interruption as possible.
(g) Fees and Payments: Your Service Fees and charges are provided on an individual quotation basis and shall be invoiced, and paid in Pounds Sterling. All invoices will be paid within thirty (30) days after the date of the applicable invoice. If any payment is not received within 30 days of invoicing Enmore Green Ltd shall be entitled to charge interest on the overdue amount at an annual rate of 4% above the base rate of Barclays Bank plc from time to time in force from the date on which such amount fell due until payment, whether before or after judgment. Your subscription will continue for the period purchased and depending upon the Service Packages utilised may renew automatically unless terminated by Enmore Green Ltd or until You notify Enmore Green Ltd of Your decision to change Your subscription renewal. Cancellation and subscription amendment options are advised on an individual quotation basis. If there are any one-time, annual, monthly or other periodic fees for Your subscription, these fees will be invoiced with payment schedules defined on an individual quotation basis. You agree to pay or have paid all fees and charges incurred in connection with Your subscription for the services, including any applicable taxes at the rates in effect when the charges were incurred. Enmore Green Ltd may change the fees and charges in effect, or add new fees or charges, by giving You notice in advance. You also are responsible for any fees or charges incurred to access the Products’ resultant web site through an Internet access provider or other third party service. This Agreement is individual to You, and You may not assign Your rights or obligations to anyone.
(h) Payment methods: Details are provided for payment of the Service Fees by direct electronic transfer to a designated Enmore Green Ltd bank account. If payment by credit card is agreed in Your individual quotation, You must provide the EnmoreGreen Ltd designated payment transaction manager with a valid credit card number belonging to you with available credit sufficient to pay the applicable Service Fees. If you have a subscription type with an automatic renewal or recurring charge, in the event that you cancel this credit card or it is otherwise terminated, you must immediately provide the payment transaction manager with a new valid credit card number. You authorise the payment transaction manager, from time to time, to undertake steps to determine whether the credit card number you have provided is a valid credit card number. In the event that you do not provide a current valid credit card number with sufficient credit upon request during the effective period of this Agreement, you will be in violation of this Agreement, and we may terminate this Agreement with You. In the event that you provide the payment transaction manager with a debit card number instead of a credit card number, you authorise the payment transaction manager to make all charges described in this Agreement to your debit card account.
(i) Trial Offers, Initial Discounts, Coupons, Credits and Special Offers: Enmore Green Ltd reserves the right to discontinue or modify discounts, coupons, credits and special promotional offers at our discretion. We encourage the use of our services through special offers and trials. Trial terms vary by promotional offer with full details provided on an individual quotation basis.
(j) Subscription Renewals: Depending upon your subscription type your Product subscription may be automatically renewed unless you change your selected subscription option prior to the end of your current subscription period. Your subscription options are provided on an individual quotation basis.
4. USER CONDUCT
(a) No Resale of the Products: Your right to use the Product is individual to You and your designated users. You may be either an individual or a business or an equivalent organisation, but You agree not to resell the use of the Product, any downloadable plug-in, software or other materials associated with the Product without the express written consent of Enmore Green Ltd.
(b) Conduct: You are solely responsible for the content of Your transmissions and storage using the Products. Enmore Green Ltd does, however, reserve the right to take any action with respect to the Products that Enmore Green Ltd deems necessary or appropriate in the sole discretion of Enmore Green Ltd if Enmore Green Ltd believes You or Your transmissions, storage or use of the Products may create liability for Enmore Green Ltd. Your use of the Products is subject to all applicable local, state, national and international laws and regulations (including without limitation those governing account collection, export control, consumer protection, copyright, unfair competition, anti-discrimination or false advertising). You agree: (1) to comply with all English laws, rules and other regulations applicable in connection with the Products; (2) not to use the Products for illegal purposes; (3) not to interfere or disrupt networks connected to the Products; (4) not to use the Products to infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; and (5) not to store or transmit through the Products any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. You will not attempt to gain unauthorised access to any associated computer systems and You will not interfere or tamper with any admin login and password that is maintained by Enmore Green Ltd for the configuration and management of Your use of the Products.
6. MODIFICATIONS. Enmore Green Ltd may amend these Terms at any time by (i) posting a revised Terms of Service document on Enmore Green Ltd support web site, and/or (ii) sending information regarding the Terms amendment to the email address You provide to Enmore Green Ltd. You are responsible for regularly reviewing the support web site to obtain timely notice of such amendments. You manifest intent to accept these amended terms if You continue to use Your services after such amended terms have been posted or information regarding such amendment has been sent to You. Otherwise, these Terms may not be amended except in writing signed by both parties. Further, Enmore Green Ltd reserves the right to modify or discontinue any of the Products with or without notice to You. Enmore Green Ltd shall not be liable to You or any third party should Enmore Green Ltd exercise its right to modify or discontinue any of the Products.
7. PASSWORDS AND SECURITY. As part of the Products, Enmore Green Ltd may issue you logins/passwords associated email addresses or web site access. You may request that these be modified from time to time but You agree to carefully safeguard all of Your and Your users' logins/passwords. You are solely responsible if You do not maintain the confidentiality of passwords and account information. Furthermore, You are solely responsible for any and all activities that occur under Your account. You agree to immediately notify Enmore Green Ltd of any unauthorised use of Your account or any other breach of security known to You, including if You believe that its passwords or account information has been stolen or otherwise compromised.
8. TERMINATION. Enmore Green Ltd may immediately terminate Your service subscription and right to use the Products if (a) You breach these Terms; (b) Enmore Green Ltd is unable to verify or authenticate any information You provide to Enmore Green Ltd; (c) such information is inaccurate; or (d) Enmore Green Ltd decides, in its sole discretion, to discontinue offering any of the Products used by You. Enmore Green Ltd shall not be liable to You or any third party for termination of any Product. You may terminate this agreement, subject to the agreed cancellation terms with or without cause at any time, effective immediately upon written notice to Enmore Green Ltd. Should You object to any terms and conditions of the Terms or any subsequent modifications thereto or become dissatisfied with the Product in any way, Your sole recourse is to immediately: (a) discontinue use of the Product; (b) terminate your service subscription; and (c) notify Enmore Green Ltd of termination. Upon termination of Your subscription, Your right to use the Products immediately ceases.
(a) Mutual Warranties: Enmore Green Ltd and You each hereby represents and warrants to the other that: (i) it has the authority and right to enter into this Agreement and perform its obligations under this Agreement; and (ii) it has all necessary licenses, permits and consents with respect to the entering into and the performance of this Agreement.
(b) Enmore Green Ltd Warranties: Enmore Green Ltd represents and warrants that Enmore Green Ltd will perform its obligations in a manner that complies with applicable laws and regulations and all Products provided by Enmore Green Ltd to You do not; as far as Enmore Green Ltd are aware infringe any intellectual property rights of any third party.
(c) Your Warranties: You represent and warrant that You will perform your obligations in a manner that complies with applicable laws and regulations and all information and material provided by You to Enmore Green Ltd as background material does not infringe any intellectual property rights of any third party.
(d) Limitation on Warranty: except for the warranties EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY excludes and disclaims all warranties, conditions or statements, whether express, implied or statutory, including, without limitation, the implied warranties or conditions of merchantability and / or fitness for any particular purpose, IN EACH CASE TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU EXPRESSLY AGREE THAT USE OF THE PRODUCTS IS AT YOUR SOLE RISK. THE PRODUCTS ARE PROVIDED ON AN "AS IS" BASIS. Enmore Green Ltd MAKES NO WARRANTY THAT THE PRODUCTS WILL MEET YOUR REQUIREMENTS OR THAT THE PRODUCTS WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE, NOR DOES Enmore Green Ltd MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCTS OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE PRODUCTS OR THAT DEFECTS IN ANY OF THE PRODUCT COMPONENTS WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA UP/DOWNLOADED OR OTHERWISE TRANSMITTED OR STORED THROUGH THE USE OF THE PRODUCTS IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE UP/DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Enmore Green Ltd OR THROUGH USE OF THE PRODUCTS SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
10. LIMITATIONS OF LIABILITY. neither party shall, regardless of the form of claim, be liable for any LOSS OF PROFITS, BUSINESS, CONTRACTS, ANTICIPATED SAVINGS, GOODWILL, OR REVENUE, ANY WASTED EXPENDITURE, OR ANY loss OR CORRUPTION of data (REGARDLESS OF WHETHER ANY OF THESE TYPES OF LOSS OR DAMAGE ARE DIRECT, INDIRECT OR CONSEQUENTIAL), OR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE WHATSOEVER irrespective of whether it had advance notice of the possibility of any such LOSS OR damage. THE TOTAL AGGREGATE LIABILITY FOR Enmore Green Ltd FOR ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT, INCLUDING (BUT NOT LIMITED TO) LIABILITY FOR BREACH OF CONTRACT, MISREPRESENTATION (WHETHER TORTIOUS OR STATUTORY), TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), BREACH OF STATUTORY DUTY AND LIABILITY UNDER ANY INDEMNITIES, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE FEES THAT WERE PAID UNDER THIS AGREEMENT DURING THE PREVIOUS 6 MONTHS. NOTHING IN THIS AGREEMENT SHALL OPERATE TO LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY TO THE OTHER FOR (i) DEATH OR PERSONAL INJURY CAUSED BY THAT PARTY’S NEGLIGENCE; (ii) FRAUDULENT MISREPRESENTATION OR FRAUDULENT CONCEALMENT; OR (iii) ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY LAW.
11. INDEMNITY. You hereby agree, at Your expense, to indemnify, defend and hold Enmore Green Ltd harmless from and against any loss, cost, damages, liability or expense arising out of or relating to (a) a third-party claim, action or allegation of infringement based on information, data, files or other content submitted by You; (b) any fraud or manipulation, or other breach of these Terms by You; or (c) any third-party claim, action or allegation brought against Enmore Green Ltd arising out of or relating to a dispute with You over the terms and conditions of a contract or related to the purchase and sale of any Products.
12. GENERAL TERMS. This Agreement shall be governed by, subject to, and interpreted in accordance with the laws of England without regard to conflict of laws principles. The parties agree that this Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods and that English is the governing language of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. The failure of Enmore Green Ltd to act with respect to a breach by You does not waive the right of Enmore Green Ltd to act with respect to subsequent or similar breaches. You may not assign or transfer this Agreement or any rights hereunder, and any attempt to the contrary is void. This Agreement shall inure to the benefit of and be binding upon each party's successors and assigns. Enmore Green Ltd shall not be liable for any delay or failure to perform resulting directly or indirectly from any causes beyond the reasonable control of Enmore Green Ltd. Unless otherwise provided in this Agreement, any notice required or permitted to be given under this Agreement shall be delivered (i) by hand; (ii) by registered or certified mail, postage prepaid and return receipt requested to the address provided by the other party, or to such other address as a party may designate by written notice in accordance with this Section 12; (iii) by overnight courier or (iv) by electronic mail with confirming letter mailed under the conditions described in (ii). Notice so given shall be deemed effective when received, or if not received by reason of fault of addressee, when delivered. These Terms constitute the complete and exclusive understanding and agreement of the parties relating to the subject matter hereof and supersedes all prior understandings, proposals, agreements, negotiations and discussions between the parties, whether written or oral. You understand and agree that You are solely responsible for periodically reviewing the Terms of Service. You must report any violations of these Terms. To do so, send an email using the Enmore Green Ltd contact details provided.