Webb Worlds: Standard Terms and Conditions

1          Services

1.1        The Company agrees to provide to the Customer the Application Service Provision (“ASP”) on the terms described in this Agreement. The Company agrees to place the website plus associated files created by the Customer in accordance with this Agreement on the computer server owned or operated by the Company and allow storage of information received by the Customer or from the general public on such server on a monthly basis subject to the limits as more particularly described above and further agrees to provide on a monthly basis those maintenance services as applicable. All web hosting services under this Agreement shall be performed in accordance with the Company's standard procedures so long as such procedures do not conflict with the express terms of this Agreement. Nothing under this Agreement shall affect the Customer's statutory rights in particular but without limitation those under the Data Protection Act 1998.

1.2        It is agreed between the Customer and Webb Worlds that subject to Clause 5 below the minimum contract agreement period will be 12 months and in addition Webb Worlds requires the giving of 28 days written notice of the Customers wish to terminate the agreement.

2.         Services and Support

2.1               Webb Worlds (“WW”) shall permit the Customer to post the Customer Content (being the content as created modified amended and supplied by the Customer for publication on the WW Sitemaster (“SM”) in accordance with the product purchased for the relevant term and subject to the continued payment of fees as detailed on the Customer Order Form

2.2               WW shall be responsible for the hosting operation and maintenance of the SM and although it shall use its reasonable endeavours to keep any particular SM available on the internet, WW gives no guarantee as to continuing service availability

2.3               The customer accepts that WW cannot ensure that the SMW portal in all respects is visible in all browsers and versions of these browsers.  WW shall use its reasonable endeavours to ensure that the website and or listings generally within the SM are visible in  Internet Explorer version 6 or higher.

2.4               SMW reserves the right at any time and without notice to remove any customer content attached to external sites if it reasonably believes that the customer content or link would put the customer in breach of this agreement or otherwise would be detrimental to the interests of WW, the SM or the general goodwill of WW or the SM.  Any such action is specifically on a without prejudice basis to any other rights and remedies available to it.

2.5               The Customer warrants that he has provided true accurate current and not misleading information about himself in the initial and subsequent registration forms.  This information will include an email address and password for your account.  Although WW will use its reasonable endeavours to preserve the privacy of your SM site the responsibility for maintaining security to the account rests with the customer who also takes responsibility for anyone whether or not authorised who uses the user name and password to access the SM.

3                     Payment of Fees

3.1               Where fees are specified to include a set up fee the Customer shall pay that element of the fees upon entering into this contract.  These set up fees are non-refundable to the customer.

3.2               Where the fees payable include a monthly subscription fee this shall be paid monthly in arrears.  Payment will be made either

3.2.1          by supplying to WW valid UK Credit Card details, subject to acceptance by WW.  The customer authorises WW to charge to their credit card account the accounts as per the monthly invoices.  Should WW at any time and for whatever reason be unable to process credit card payments the use of the customer portal shall be suspended until such time that payment is received or

3.2.2          Monthly in arrears by direct debit or standing order

3.2.3          In the case of those Customers paying fees annually payment will be accepted by cheque supported by a valid Cheque Guarantee Card.  The service will not be provided until the said cheque has been presented and cleared

3.3               Monthly subscription fees may vary from time to time.  WW reserve the right to increase the monthly service provision fees at any time subject to the giving of 21 days written notice to the customer of such increase

3.4               All payments made shall include value added tax at the prevailing rate

3.5               The customer warrants that upon delivery of an invoice that he shall pay all amounts due in full and without deduction set off or counterclaim.  Payment is due within 28 days of the date of the rendering of an account.  As and when accounts become overdue interest shall be payable upon the amount outstanding at a rate of 4% above the base lending rate of HSBC Bank plc or any such bank as WW shall nominate in substitution

4.         Restrictions

4.1               The Customer acknowledges and agrees that the services and the WW company names and logos and all related product and service names, design marks and slogans, are the property of WW or suppliers (collectively, the “Marks”).  The Customer is not authorised to use any of the Marks in any advertising, publicity or any other commercial manner without the prior written consent of WW.  The Customer’s use of the Services confers no title or ownership in the Service, the Software or the Marks and is not a sale of any rights in the Service, the Software or the Marks.  All ownership rights remain in WW or its third party suppliers, as the case may be

4.2               The Customer represents, covenants and warrants that he will use the services only in compliance with the Agreement and all applicable laws (including but not limited to policies and laws related to spamming, privacy, obscenity or defamation).  The Customer hereby agrees to indemnify and hold harmless WW against any damages, losses, liabilities settlements and expenses (including without limitation costs and reasonable legal fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise arising from or relating to the Customer’s use of the Services.   Although WW has no obligation to monitor the content provided by the Customer or the Customer’s use of the Services, WW may do so and may remove any such content or prohibit any use of the Services it believes may be (or is alleged to be) in violation of the foregoing.

4.3               Every email message sent in connection with the Services must contain an “unsubscribe” link that allows visitors to remove themselves from your mailing list and a link to the then current Email Privacy Policy.  The Customer acknowledges and agrees that he will not remove, disable or attempt to remove or disable either link.  WW, at its own discretion, may immediately disable the Customer’s access without refund to the Services if WW violated any of the restrictions listed above

4.4               For every email message sent in connection with the Services, the Customer acknowledges and agrees that the Services may automatically add an identifying footer stating “Powered by Webb Worlds Limited” or a similar message.  The Customer agrees to co-operate with and provide reasonable assistance to WW in promoting and advertising the Services.

4.5               The Customer represents warrants and undertakes that the Customer content is

(i)                   Legal proper decent honest and accurate and that its compliant with all relevant laws and codes prevailing without limitation the British codes of Advertising Practice and all other codes under the general supervision of the Advertising Standards Agency

(ii)                 Not an advert under the Financial Services Act 1986

4.6.             The Customer represents warrants and undertakes that the Customer content and or any site linked to the SM

(i)                   will not contain obscene indecent or unlawful material nor will sell or offer to sell pornographic, escort services, illegal goods, drugs, pirated computer programming or instructions on how to assemble or otherwise make bombs grenades or other weapons

(ii)                 will not contain material that exploits children

(iii)                will not contain material that infringes the copyright trademark, database patent, moral or any other intellectual property rights of any third party

(iv)                complies with all applicable laws

(v)                  will not contain defamatory libellous or any other untrue material

(vi)                will not contain any computer virus

(vii)               will not contain any material likely to harm the reputation or good will of WW

4.7.             If in the opinion of WW and at the reasonable discretion of WW it deems any customer content on the SM to contravene or otherwise put the Customer in breach of the above then WW may (without prejudice to other rights and remedies available to it remove either the customer content or the relevant customer link.

4.8        WW operates an unlimited use policy. Without prejudice to this, should WW deem, at its sole discretion, that a particular Customer is monopolising the services available on WW the right to suspend the operation of that Customer WS site the Customer specifically reserves.  Customers may be offered continued service provision upon payment of an additional fee.

4.9                    The Customer hereby undertakes that he will not upload any malicious code as defined from time to time by WW. The Customer further undertakes that he will not attempt or otherwise any reverse engineering on the WW ASP.  

5.                   Termination

5.1               WW reserves the right to cancel the contract and to cease operating the whole or any part of the WW portal at any time and following 28 days written or electronic notification from WW this contract shall terminate automatically.

5.2               Upon breach by the customer of any clause contained in this agreement WW shall be entitled to terminate this agreement with immediate effect.

5.3        Strictly subject to 1.2 above Customers may also terminate this agreement at any time by giving 28 days written notice. As a result of the termination of the agreement in this manner all incentives whether ancillary or not offered to the customer upon the opening of the account will also be cancelled and WW reserves the right to cease the operation and function of the said incentives.

6.                   Limitation of Liability

6.1               Except as expressly provided WW gives no warranty in relation to the provision of services under this Contract and all warranties whether express or implied are hereby excluded.

6.2               WW excludes liability to the full extent as permitted by law to the Customer incurred out of or in connection with this contract including without limitation for breach of contract, misrepresentation, loss of profit or goodwill, any special direct indirect or consequential loss.

6.3               Notwithstanding the provisions contained in 6.2 the maximum liability to the Customer is limited to the amount of Fees paid under this contract in the 12 months preceding the notification of any such claim.

7.                   Indemnity

7.1               The Customer agrees to defend, indemnify and hold WW its affiliate and related companies harmless from any and all liabilities, costs and expenses, including reasonable legal fees and associated costs, related to any violation of this Agreement by you or users of your account, or in connection with the use of the WW Web Site or the Internet or the placement or transmission of any message, information, software or other materials on the Site or on the Internet by you or users of your account

8                     Operation of the SM

8.1               The Customer shall be responsible for all transactions effected on the SM irrespective of the fact that those transactions are executed by means of WW software or services available on or through the WW ASP and in particular but without limitation the Customer is responsible for accepting orders from its own customers (“Users”), clearing credit card details, collecting payment and fulfilling orders.  Other than hosting the SM, WW shall take no part in and have no responsibility or liability for such transactions and accordingly the Customer represents and warrants that it shall

8.1.1          agree its own contract terms with Users and perform those contracts in accordance with their terms and with all legal requirements;

8.1.2          comply with the Data Protection Act 1998 including without limitation the data protection principles set out in that Act;

8.1.3          indemnify and hold WW harmless from and against any and all claims, damages and costs arising out of any claim brought by any third party (including without limitation those arising out of a breach or alleged breach by the Customer of the contract with a User).

9          Confidential Information

9.1        Each party shall use the same care and discretion, but in no event less than reasonable care and discretion, to prevent disclosure, publication or dissemination of the other party's Confidential Information (defined below) as it employs with similar information of its own; and shall not use, reproduce, distribute, disclose or otherwise disseminate the Confidential Information except in connection with the performance of its obligations under this Agreement.

9.2        As used in this Agreement the term ‘Confidential Information’ means any and all data and information relating to the business of the disclosing party

9.2.1          of which the receiving party becomes aware as a consequence of or through this Agreement;

9.2.2          which has value to the disclosing party and is not generally known by its competitors;

9.2.3          which is treated by the disclosing party as confidential; and

9.2.4          which has been reduced to tangible form and marked clearly and conspicuously with a legend identifying its confidential or proprietary nature, provided, however, that Confidential Information does not include any data or information which is already know to the receiving party, or which

9.2.4.1  has become generally known to the public through no wrongful act of the receiving party;

9.2.4.2    has been rightfully received by the receiving party from a third party without restriction on disclosure and without, to the knowledge of the receiving party, a breach of an obligation of confidentiality running directly or indirectly to the other party;

9.2.4.3    has been disclosed pursuant to a requirement of a governmental agency or of law without similar restrictions or other protection against public disclosure, or is required to be disclosed by operation of law;

9.2.4.4    is independently developed by the receiving party without use, directly or indirectly, of the Confidential Information received from the other party; or

9.2.4.5    is furnished to a third party by the disclosing party under this Agreement without restrictions on the third party's right to disclose the information. Confidential Information may include, but is not limited to, information relating to the products, processes or financial affairs of the disclosing party.

10         Data transmission

The Company may collect, hold, control, use and transmit data obtained from and about the Customer and visitors to the Website in the course of providing the web hosting services and the website. By signing this agreement the Customer agrees to such data being so used and further agrees that it may be transmitted to others in accordance with the Company's registration under the Data Protection Act 1998.

11         Force majeure

Neither party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that party. If such circumstances continue for a continuous period of more than 6 months, either party may terminate this Agreement by written notice to the other party

12         General

12.1            Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

12.2            In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and legal fees.

12.3            All notices under this Agreement shall be in writing and shall be deemed given when personally delivered, when sent by confirmed fax, or 3 days after being sent by prepaid first class post to the address of the party to be notified as set out in this Agreement or such other address as such party last provided to the other by written notice.

12.4            Neither party shall have any right or ability to assign, transfer, or sub-license any obligations or benefit under this Agreement without the written consent of the other (and any such attempt shall be void), except that a party may assign and transfer this Agreement and its rights and obligations under this Agreement to any third party who succeeds to substantially all its business or assets.

12.5            This Agreement is drawn up in the English language.  If this Agreement is translated into another language, the English language text shall in any event prevail.

12.6            If any portion of this Agreement is illegal or unenforceable, such portion(s) be excluded from this Agreement to the minimum extent required and the balance of this Agreement shall remain in full force and effect and enforceable.

12.7            This Agreement supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the parties relating to the subject matter of this Agreement and can only be modified or waived by a subsequent written agreement signed by both parties. However the obligations of the parties under any pre-existing non-disclosure agreement shall remain in full force and effect in so far as there is no conflict between the same. The parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement.

13.8            The parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

13.9            This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties accept the non-exclusive jurisdiction of the English courts over any claim or matter arising under or in connection with this Agreement.

Members

Members