Website Hosting Agreement

We urge you to read these terms and conditions before you enter a contract. This is because the conditions shall apply to any contract between us. We want you to feel confident in accepting our offer to host your website. If you have any questions or queries relating to any of these terms, please feel free to contact us before you enter into the contract.

“We” means Alfredo Ltd a company incorporated in England & Wales and carrying on business at 15/17 Belle Vue Way, Swansea (referred to as “us”, “our” or “we” in these terms).
1. Application of these terms

1.1 These terms will govern the contract between us and will prevail over any terms put forward by you, unless we expressly agree to them in writing. No conduct by us, our employees, agents, or sub-contractors shall be deemed to constitute acceptance of any terms put forward by you.

1.2 Where we record your requirements in our order form, the order form will form part of the contract between the parties.

1.3 Once we accept your order, both parties will have entered into a legally binding contract.

2. Formation of contract

We enter into agreements at our discretion. If we enter into an agreement with you, the contract will be formed on these conditions, as outlined in clause 1 above.

3. The services we offer
We offer to:

3.1 Host your website, which means you can place the software and content of your website on our server space, which is connected directly to the Internet. This server space is provided to us by a third party over whom we have no control.

3.2Host secure online shopping sites.

3.3 We will register your domain name if you so wish. If you request us to undertake domain registration for you, we will ask you to check that the details of the registration are correctly set out before we submit the registration request to the relevant domain name authority.

4. Prices

4.1 All prices include Value Added Tax at the rate currently in force at the time of the contract and all monies due under this contract are to be paid in pounds sterling.

4.2 Where the services provided by us include the initial registration of one or more domain names, the fee charged by us for this service includes the fee payable to the registration companies for a period of two years from the date of registration, after which it shall be your responsibility to make future payments. Registration of domain names is carried out on our behalf by UK Reg [UKREG] and is subject to its terms and conditions; a copy can be provided on request.

4.3 If you decide to terminate the contact before the 12 month minimum period, the payment you made in advance to us for hosting your website, and any other services we agreed to undertake for you, will not be returned to you. This is because we have given you a significant discount for such a service in return for your paying in advance.  

5. Duration of this Agreement

5.1 This agreement is for a minimum period of 12 months from the date of this agreement. The agreement may be terminated by either party by the giving of not less than one month’s notice in writing or by e-mail to the other. 5.2 Following termination of this agreement, we will take all reasonable steps to transfer your website to another host if we are instructed to do so, provided that all money due to us from you has been paid. If any money due to us from you remains unpaid, we will not be under any obligation to take any steps in relation to the website whatsoever until the money due to us has been paid.

6. Payment terms

6.1 You agree to pay us upon placing your order. We are not required to provide you with any service until we have received payment for that service.

6.2 When using our website design template service, you agree to pay us after viewing and completing the templates. The completed templates will not be available for you to use until we have received payment.

6.3 You agree not to make any deduction or set off or counter claim against monies due to us under this contract.

7. The service

We will use reasonable endeavours to host your website on our server space.

8. Your warranty to us

You warrant as follows:

8.1 Not to use your website for any unlawful purpose.

8.2 To obtain prior written consent from any person, company or organisation whose own website you wish to have a hypertext link with.

8.3 Not to use the service we host to send, receive, retransmit, print, publish, reproduce, transfer or commercially exploit any defamatory, offensive, abusive, obscene, intimidating, threatening, harassing, illegal, pornographic, sexually offensive material or any material protected by confidentiality or as a trade secret in any form.

8.4 Where you operate discussion groups, chat rooms or bulletin boards on your website, that you will: -

8.4.1 Ensure any material posted on such discussion groups, chat rooms or bulletin boards will be legal, decent and honest, and

8.4.2 Conform to all applicable data protection laws in relation to the protection of personal data.

8.5 You will comply with all acceptable codes of Internet use, including, but not limited to: -

8.5.1 Abstaining from sending unsolicited mass communications, and

8.5.2 Not to send mail bombs, Trojan horses, viruses or any other disruptive programs or devices.

8.6 All graphics, software and content supplied by you to us for use on the website is either your own unencumbered property or that you have all appropriate written consents from the owner of such material to use the material.

8.7 That all graphics and content supplied by you, or on your behalf or with your authority to us does not breach any third party intellectual property rights or contain any illegal or defamatory material or anything which will entitle any third party to bring any claim against us.

8.8 You shall be responsible for ensuring all registration and formalities are complied with in relation to the website, including, without limitation, registration of trademarks and registration or notification under data protection law.  

9. Your responsibilities

9.1 You accept that you are responsible for the content of your website, including the posting of misleading, false, inaccurate or other material that infringes the rights of third parties.

9.2 We cannot be responsible for the confidentiality and security of your Internet account with us, nor for the unique logon identification details we allocate to you. You agree that you are solely responsible for this information.

10. Indemnity and waiver

You agree to indemnify us and keep indemnified us, our successors and assigns, and our directors, officers, employees and agents from and against any claim brought against us by a third party as a result of the provision of any service we provide to you and your use of our server, including but not limited to the use of discussion groups, chat rooms or bulletin boards, whether the claim is for losses, costs, actions, proceedings, claims, damages, expenses (including reasonable legal costs and expenses) howsoever they are suffered and howsoever they are incurred.

11. Monitoring your website

We ask you to be aware that we may be required by law to monitor the content and traffic on your website. We may also be required to give evidence relating to the content and usage of your website, including the use of your logon identification details.

12. Termination of Agreement and suspension of service

12.1 This agreement may be terminated in accordance with clause 5 of this agreement.

12.2 We may terminate this agreement at any time without prior notice if you are in breach of any of the terms of this agreement.  

12.3 We have the right to modify these terms and conditions and to alter our charges by giving you not less than one month’s notice in writing, by e-mail or by posting such changes on our website.13. Domain names

13.1 You are advised that the renewal fees relating to the domain name are your sole responsibility, whether the domain name is in our control or your control. We do not guarantee that we will receive or forward notices of any fees due in respect of such domain names because the system for receiving or forwarding notices may not be reliable and either party to this contract may have moved premises. You are therefore advised to ensure you are aware of the renewal date and that you contact the relevant body to make sure you pay the fee on time.

13.2 If we are required to register a domain name on your behalf, we cannot warrant that the relevant domain name will be available, even if it is available at the date of commencement of this contract. Further, we will not be obliged to proceed with any registration until any deposit or part-payment has been received from you. On receipt of a deposit or part-payment, as agreed between us, we agree to register the domain name as soon as reasonably possible.

14. E-commerce sites

Where we host a website that permits you to conduct e-commerce online, these additional terms will apply to the contract between the parties. You agree to: -  

14.1 Explicitly explain to each person entering the website that you are the seller of all goods or services or both goods and services advertised on the website.

14.2 Pay any taxes, VAT or any other levies or fees to be paid in connection with or related to the goods or services or both goods and services you offer on the e-commerce site.

14.3 Set out details of your goods or services or both goods and services in a lawful manner, including but not limited to all regulations and laws relating to advertising, product liability, description and distance selling.

14.4 Indemnify us and warrant that you will keep us indemnified from and against all liabilities, claims, actions, proceedings, damages and loss suffered or incurred by any customer you have supplied goods or services to where the customer uses the website to obtain goods or services from you.

15. Legal advice

15.1 You agree that it is your responsibility to take specialist legal advice in relation to the website, including advice relating to the laws of the jurisdictions of the world from which visitors may obtain access to the website.

15.2 Whether you take legal advice or not, you EXPRESSLY AGREE to indemnify us and warrant that you will keep us indemnified from and against all liabilities, claims, actions, proceedings, damages and loss suffered or incurred as the result of your use of the website.

16. Unforeseen circumstances

There may be times where events beyond our control prevent us from providing continuing availability on our server space. If this occurs, we undertake to inform you of any problems that may affect your website.

17. Exclusions

17.1 Due to the nature of the Internet, we cannot warrant that your corporate colours and logos will appear the same across the Internet. Nor can we warrant that all scripts and software will operate equally effectively or even at all on our systems.

17.2 We do not warrant that the website will be available to users of the internet at all times, especially when the internet is very busy or during service interruptions or down time of the server.

18. Limitation of liability

18.1 If we breach the terms of this agreement, or you seek compensation and damages for any claim or claims arising out of the contract between us for whatever reason, including, but not limited to, our server space or its connection to the internet, your remedy will be limited to damages. Our liability will not exceed the total value of the contract between us or, where you have agreed to make monthly payments, the amount you paid to us at the time you made a claim.  

18.2 With the exception of clause 18.1, we shall not be liable to you, except in respect of injury or death of any person (for which no limit applies), regardless of the form of action, whether in contract, tort (including negligence and breach of statutory duty), strict liability, or otherwise whatsoever

18.2.1 For any loss of profit, business, goodwill, contracts or revenues, or

18.2.2 For failure to achieve anticipated savings in costs or expenses, or

18.2.3 For any special, indirect or consequential damage of any nature whatsoever, including damage or corruption to your website, software or data arising directly or indirectly out of the services we offer, or of any error or defect caused by us, UNLESS you inform us in writing before you enter a contract with us, of any particular circumstances covered by sub clauses 18.2.1, 18.2.2 and 18.2.3 above. We may then accept an extended liability to a level agreed in writing in advance with you, upon payment of the cost of a single insurance premium (if such an insurance policy is available).

18.3 The parties agree that the exclusion and limitation of liability in the foregoing clauses 18.1 and 18.2 is reasonable, reflects the respective financial positions of the parties and that the price agreed reflects the position on liability.

18.4 Each of the foregoing clauses 18.1, 18.2 and 18.3 is to be construed as a separate limitation (applying and surviving even if for any reason one or other of these clauses is held inapplicable or unreasonable in any circumstances) and shall remain in force notwithstanding termination of any contract between us.

19. Services
The parties agree that should one or more provisions of this contract be declared invalid or unenforceable by a Court or other authority with jurisdiction at a later date, the invalidity or enforceability of any provisions will not affect the validity or enforceability of any other provisions except those which compromise an integral part of it or are otherwise clearly inseparable.

20. Entire contract
This contract sets out the entire terms agreed between the parties relating to the goods and service we provide and supersedes all previous representations, warranties and terms (whether in writing or not) previously made between the parties.

21. Rights of Third Parties

The contract is not intended to benefit or be enforceable by any third parties under the terms of the Contracts (Rights of Third Parties) Act 1999.

22. Applicable law

The contract between us is to be governed by and construed according to English law and the parties agree to submit any disputes to the exclusive jurisdiction of the English courts.
: Copyright Text © Alfredo ltd 2005