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Exclusion and Limitation of Liability
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To the full extent permitted by law we hereby exclude all
warranties not expressly set out herein. Except those specifically
set forth in elsewhere in this agreement, we neither grant,
express or imply any warranties including, without limit,
the warranties of merchantability or fitness for particular
purpose, with respect to any goods or services under or incidental
to this agreement. No oral or written information advice given
by us, our resellers, agents, representatives or employees
shall create a warranty or, in any way, increase the scope
of the express warranties hereby given. You should not solely
rely upon any such information or advice, and clients take
full responsibility for seeking alternative or independent
advice, and accept, without limitation, full liability of
the outcomes of choices made in use of any advice given.
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Our total aggregate liability to you for any claim in contract,
negligence or otherwise, arising out of or in connection the
provision of the Services shall be limited to the charges
by you in respect of the Services which are the subject of
any such claim and provided that you notify us of any such
within one year of it arising.
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In no event shall we be liable to you for any loss of business,
profits or anticipated savings, or for any other indirect
consequential or economic loss
IMPORTANT NOTE:
The following terms of business apply to any or all of the Domain
Registration, Web Site Design, Web site Hosting, Email Provision,
Spam and Virus protection, Search Engine Optimisation(SEO) and
Secure Web Page services to be provided by Synergy to you at any
time, as well as any services by us under any agreement.
Terms and Their Meanings:
- Server: means the computer server equipment operated by us
in with the provision of the Services.
- Web Site: means the area on the Server allocated by Synergy
to your use by you as a site on the Internet.
- Secure Web Page: means the Web page operated and located on
the which allows you to collect credit card details in a way
that is difficult for other people to view the page when it
is, because the pages are encrypted.
- Search Engine Optimisation: means any service which is designed
to assist your Web Site in gaining a higher listing in the Search
Engine.
- Proposal Document: a full written document signed off by you
and a Synergy representative which clearly details all the actions
and responsibility of both parties during the provision of the
Services.
SPECIAL TERMS OF CONTRACTS
Domain Name Registration terms
- We do not warrant or guarantee that the domain name applied
will be registered in your name or is capable of being registered
by you. Accordingly, you should take no action in respect of
your domain name(s) until you have been notified that your domain
name has been successfully registered.
- Both the registration of the domain name and its ongoing use
subject to the relevant naming authority's terms and conditions
use and you are responsible for ensuring that you are aware
those terms and conditions and can and do comply with them.
You irrevocably waive any claims you may have against us in
respect the decision of a naming authority to refuse to register
a name and, without limitation agree that the administration
paid by you to us shall be non-refundable in any event.
- We accept no responsibility in respect of the use of a domain
by you and any dispute between you and any other individual
organisation regarding a domain name must be resolved between
parties concerned and we will take no part in any such dispute.
We reserve the right, on our becoming aware of such a dispute,
using our sole discretion and without giving any reason, to
either suspend or cancel the domain name, and/or to make appropriate
contact to the relevant naming authority.
Web Site Design Terms
Web Site Hosting/Email Provision/Secure Web Page/Virus
Protection Terms
We specifically exclude any warranty as to the accuracy or quality
information received by any person via the Server and in no way
will we be liable for any loss or damage to any data stored the
Server. You are responsible for maintaining insurance cover respect
of any loss or damage to data stored on the Server. You warrant
to us that you will only use your assigned Web Site space for
lawful purposes. In particular, you further warrant and undertake
to us that:
- you will not, nor will you authorise or permit any other person
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,
defamatory, violent or teaching violence, obscene, pornographic,
profane or otherwise objectionable in any way; or
- containing a virus or other hostile computer program;
- that shall constitute or encourage a criminal offence,
give rise civil liability or that violates or infringes
any trade mark, copyright, other intellectual property rights
or similar rights of any person under the laws of any jurisdiction;
and
- you will conform to the standards made available by us from
and will ensure that none of your users make excessive or wasteful
use of the Server to our detriment of our other customers.
- You are responsible for sending mail in accordance with
any relevant legislation (including data protection legislation)
and for sending private information in a secure manner.
We will take all reasonable steps to accurate and prompt
routing of messages but we will not accept liability for
non-receipt or misrouting or any other failure email
- You warrant, undertake and agree that:
- any transactions within your Web site which are contracts
for sale of goods or services will be between you as
the merchant, your end-user customer and you acknowledge
that we waive any liability in respect of such purchases
and transactions;
- the information contained within your Web site will
comply with applicable law, and codes of practice governing
the use of Web and related services, including, without
limitation, those and/or codes of practice governing
distance selling and data from time to time in force;
- 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 unauthorised use of your account, or any
suspected breach of security, including loss, theft
or disclosure of your password information. Notwithstanding
notification you will be liable for any and all uses
of all Services notwithstanding any fraudulent or improper
of your password or any other access to any of the facilities
which is not unauthorised for use or access by us.
- Whilst we shall use reasonable endeavour to ensure the integrity
and security of the Server, we do not guarantee that the Server
will be completely free from unauthorised users or hackers.
- We do not warrant whatsoever that our virus protection services
stop every virus from reaching your computer network. We make
no warranty that the service will be error free or free from
interruption or failure, and the company disclaims any express
or implied warranty regarding system and/or service availability,
accessibility, and performance.
Search Engine Optimisation services
- Whilst we will try to improve the position of your Web Site
in Search Engine results in response to a search request, unless
in express written form on a separate agreement, we do not warrant
that this effort is in any way guaranteed.
- We cannot be held responsible for any changes to the position
your Web Site is in the Search Engine results in response to
a search.
Reseller and ISP Partner terms
- If you are or become a reseller of our Services you must ensure
that you continue to comply with these terms and conditions
by making your customers bound to no less comprehensive and
protective conditions than these.
- You agree that in your capacity as reseller of our services
you do not incur any liability on our part or in any way arrange
any contract binding to us to your clients.
- We do not accept the liability or default of your own customers
affecting or limiting your obligations under this agreement
and suggest that you require your customers to sign a form of
this agreement.
- As a reseller of our Services, you are responsible for ensuring
any promotional, advertising or other material you distribute
to your customers (whether in paper form or electronically):
- does not contain any misrepresentation relating to Synergy
or the nature of your relationship with Synergy;
- is in accordance with all applicable advertising standards;
- does not contravene any law of the relevant jurisdiction;
- is appropriate in all the circumstances; and that you
otherwise comply with all laws and regulations governing
exercise of your right as reseller under this agreement.
- We retain the right to require you to cease distribution of
any promotional and/or other material which in our view is unacceptable
by reference to the criteria referred to in paragraph above.
- You agree to indemnify, keep indemnified and hold us harmless
and against any claim brought against us by a third party resulting
the provision of our Services by you to your customers, and
respect of all losses, costs, actions, proceedings, claims,
damages, (including reasonable legal costs and expenses) or
liabilities suffered and howsoever incurred by us as a consequence
your breach or non-observance of the Reseller and ISP Terms.
GENERAL TERMS AND CONDITIONS
The following terms and conditions apply to all reseller and ISP
and provision of all Services, including the registration any and
all domains names and sub-domains the special terms for are set
out below:
Availability
We shall use reasonable endeavors to provide continuing availability
of the Server and the Services but we shall not, in any event
unless privately specified in a written contract, be liable for
Service interruptions or down time of the Server.
Property Rights and other consents
You are solely responsible for obtaining any and all necessary
intellectual rights clearances and/or other consents and authorisations,
without limitation, clearances and/or consents in respect to your
proposed domain name and merchant services agreements between
yourself and the relevant financial institutions.
Where the Services include Website Design, you own (or retain
ownership of) all images, written copy, Flash movies and other
site media as described within your Proposal Document. Content
Management solutions and Ecommerce solutions do not own the Active
Server Page scripting or databases that provide their website.
Nor, in the event of any dispute or termination of this contract,
do either party have to relinquish Intellectual Property Rights.
Indemnity
You agree to indemnify and keep indemnified and hold us harmless
and against any claim brought against us by a third party resulting
the provision of Services by us to you and your use of the Server,
and in respect of all losses, costs, actions, proceedings, damages,
expenses, or liabilities, whatsoever suffered and howsoever incurred
by us in consequence of your breach or non-observance of these
terms.
Termination
- We may terminate this agreement forthwith if you fail to pay
sums due to us as they fall due.
- We may terminate this agreement immediately if you breach
any these terms and conditions, or if you, as a company, go
into liquidation, or, as a person, you are declared bankrupt.
- On termination of this agreement we shall be entitled to immediately
suspend your Web Site and to remove all data located on it.
We hold such data for a period of 14 days and allow you to collect
this, at your expense (£100/hr), failing which we shall
be entitled to delete all such data. We shall further be entitled
to post any information in respect of the non-availability of
your Web Site as we see fit.
- If you wish to terminate your account with Synergy, you must
do so by notice in writing giving 30 days notice prior to the
termination of the contract period, the original of which is
to be sent to our Head Office, otherwise your account will be
automatically renewed for the same subscription and you will
be liable for, and immediately invoiced upon commencement of,
such additional subscription period. Specifically, we will not
accept verbal instructions to terminate an account.
- On receipt of your cancellation request, Synergy will cancel
your subscription at the first available opportunity and/or
on the date such is to take effect.
- Refunds can only be accepted within 14 days after an invoice
is generated.
Payment
- All charges payable by you to us for the Services shall be
in with the relevant scale of charges and rates published time
to time by us on our Project specification and shall be due
and payable thirty (30) days after the date of our invoice.
- The provision by us of the Services is contingent upon our
having payment in full from you in respect of the relevant Services,
or at least 50% of an invoice balance for any Website Design
work. If any sum payable is not paid on or before the due date,
we reserve right, forthwith and at our sole discretion, to suspend
the Services to you.
- If you fail to make payment within the terms of this agreement,
you will become liable for the cost of collection. This will
include interest on any overdue amount, calculated at the daily
rate of 10% per annum above the Bank of England base rate, from
the date the payment is due.
- Upon provision of a credit card account, you give us authorisation
to automatically debit your credit card for all charges on issuance
of a valid invoice.
Severability
If any clause of these terms and conditions is held to be invalid,
unenforceable in whole or in part, the invalid or unenforceable
clause(s) shall be deemed to be omitted.
Change to Terms on Renewal
We may change the terms and conditions of this Agreement at any
time. Changes will be communicated within 10 days via email. Details
of our current terms are available at http://www.synergyinformationservices.co.uk/terms.asp
Entire Agreement
These terms and conditions constitute our basic agreement with
you, and supersede all prior agreements, understandings representations
whether oral or written. No oral explanation or oral information
given by any party shall alter the interpretation of these terms
and conditions. Except as provided above, no variation shall be
made to the contract unless it is in writing and signed by representatives
of the Client and Synergy.
Entire Agreement, Governing Law
This agreement shall be governed in accordance with English law.
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