Terms And Conditions
Last modified 26th January 2012
This document specifies the terms and conditions of Spoton.net Limited for the hire of an “It’seeze” website and any required initial design and website build requirement.
These terms and conditions apply to all contracts for the sale of services or the provision of services by the Seller to the Buyer to the exclusion of all other terms and conditions including those which the buyer may purport to apply under any purchase or similar document, on-line request or email. If the Buyer has accepted the terms and conditions of the seller on a previous occasion, either on-line, verbally or signed any future order placed by the Buyer with the Seller then it will be constituted that the Buyer has a full understanding of the terms and conditions of the Seller.
1 Defined Terms
1.1 ‘We”, “Us”, or “Seller” means Spoton.net Limited “Spoton” “It’seeze”
1.2 ‘You” or “Buyer” means the person who buys, rents, leases or agrees to buy services from the Seller.
1.3 “Services” means the services, which the Buyer agrees to buy from the Seller.
1.4 “Hire” means the hire of a web site which the Buyer agrees to hire from the Seller.
1.5 “Conditions” means these conditions and any special terms and conditions agreed in writing or available to view on the Seller’s website.
1.6 “Price” is the price for the Services, Hire excluding insurance or VAT.
2 Agreement
2.1 Period of hire for a web site (“Term”) is a minimum of twelve months (twenty-four months for the it’seeze lite product).
2.2 You agree to hire from us for the Term and agree to pay a one off set up cost as agreed and applied for by you at the time of request of the initial Hire agreement.
2.3 You may upload up to 512 megabytes of images and 512 megabytes of other files to your website.
2.4 You accept the presence of the text “Created using it’seeze website design” and the “it’seeze” wordmark at the foot of each page on your website.
3 Price and Payment
3.1 The Buyer agrees to pay to the Seller a monthly amount for the hire of an It’seeze web site the Buyer has chosen from the It’seeze website price list for the Term. The order to be placed through the It’seeze web site online payment system. The Buyer makes the initial monthly payment at the time the order is placed and subsequent automated payments will be taken through the automated system each month. Any build cost or extra services required by the Buyer to complete any web site for the Buyer has to be paid at the time of the first hire payment and would be a one off single charge. The Seller as required can provide further services to the Buyer. These will be quoted for by the Seller and payment arrangements will be dealt with separately.
3.2 By applying online through the online payment system on it’seeze.co.uk the Buyer authorizes the Seller to take monthly the amount the Buyer agrees to pay the Seller through the online application form on the It’seeze web site for the hire of an It’seeze web site for the term starting from the date of application to hire. The first payment may include a one off initial build or set up charge as agreed by the Buyer at the time of the initial agreement between the Buyer and the Seller.
3.3 Payments will be taken automatically each month. It is your responsibility to provide in a timely manner the information required to complete your site; payments will continue irrespective of whether this information has been provided.
3.4 If your account remains in arrears for over thirty days we reserve the right to remove your web site from the internet, together with the ability to send and receive e-mails.
3.5 All prices quoted are strictly net. Value Added Tax is to be paid in addition at the prevailing rate, unless specifically itemized on the invoice. All quotations are valid for 30 days from issue and are subject to view of customer’s data, digital files, originals, disks, artwork, and detailed instructions. The Seller reserves the right to alter the price and terms of any quotation if, upon inspection of the Buyers order, they differ significantly from the specification or time scales understood by The Seller when the quotation was given.
3.6 The Price shall be the Sellers quoted price at the time of online acceptance by the Buyer from the prices indicated on the It’seeze web site to which the Buyer has agreed to at the time the Buyer sends an online order through the It’seeze online order system. All prices quoted are valid for 30 days only after which time the Seller may alter them without giving notice to the Buyer.
3.7 In the case of non standard or bespoke work the Seller will give a written estimate of charges for the work to the Agent. Payment for the cost of the work will be required in full before the work can be commenced.
3.8 Unless otherwise agreed in writing all payment of the Price for all services shall be made in pounds sterling at the time of order and no services shall be completed until paid for in full.
3.9 In no circumstances shall the Buyer be entitled to make any deduction or withhold payment for any reason at all. Time for payment is of the essence.
3.10 Without prejudice to any other remedy available to the Seller, the Seller reserves the right to pass on credit collection fees to the Buyer plus statutory late payment interest.
3.11 In the event of unpaid invoices or termination of any agreements the Seller reserves the right to use the services of any 3rd party Agencies, Solicitors or data based Bureau to recover any sums of money that falls due including all expenses and costs with interest.
3.12 The Seller is entitled to recover the Price and VAT from the Buyer notwithstanding that property has not passed to the Buyer.
3.13 After the time for payment has expired the Seller has the right to take down the web site from the internet. The Seller may take this action even if the web site or services have been intermingled with other web sites or services, and may in addition or instead remove from the internet any web site previously provided by the Seller to the Buyer for which payment has been made.
3.14 The Seller reserves the right to claim a right, equivalent to a lien, over web space and or domain names purchased on behalf of the customer in respect of any customer debt.
3.15 The Buyer agress to pay an administration charge of £40, plus VAT, to restore the Buyer’s website in the event of its suspension for non-payment.
4 Orders, Specifications, Estimates and Quotations
4.1 Please note that the sending of any online order within a website application or by e-mail to the Seller or quotation issued by the Seller or the payment of any invoice by a Buyer constitutes an agreement with that Buyer that they have read, understand and agree to the terms and conditions of the Seller. All estimates, quotes, list of deliverables or list of specifications issued do not include any charges for any work, which has to be carried out due to the Buyers additions, omissions and alterations outside of or in addition to the specified information as detailed on any list of deliverables, project specifications or content agreed to be completed in any production of any web site, signed or agreed to by the Buyer and or their representative. If a Buyer requires to be informed of additional costs to complete their work they must inform the Seller in writing at the time of agreeing to or any online request. All work carried out will be charged at the applicable rate of £64 per hour if no confirmation of order has been signed but work has been requested to be completed. All work is due for payment. All orders accepted by the Buyer and provided by the Seller for the production of a web site are based on the information provided by the Buyer. Any function not listed in the deliverables section or any specification list, quotation or report provided by the Seller will not be completed without extra charge at the applicable hourly rate. In the case where a content management system, e-commerce solution or database is required populating it is the responsibility of the Buyer unless a cost has been agreed at the outset. All e-commerce web sites or solutions are quoted using PayPal as the payment process; any other payment connection may require extra charges being made due to the requirements of any other payment provider.
4.2 All orders for Services shall be deemed to be an offer by the Buyer to purchase Services pursuant to and subject to these Conditions.
4.3 No order submitted by the Buyer shall be deemed to be accepted by the Seller until confirmed in writing by the Seller’s representative.
4.4 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Services within a sufficient time to enable the Seller to perform the Contract.
5 Delivery
5.1 Acceptance of delivery of the Services shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
5.2 Failure to deliver all the Services does not affect the liability of the Buyer to pay for the services that have been delivered.
5.3 The Seller is under no liability to the Buyer in respect of late delivery of any services or web site.
5.4 Dates for delivery or completion of a web site are not of the essence of this contract. The Buyer must contact the Seller within 3 working days of any completion of a web site if there is a problem with whether it is under or over supply or faults with any of the services supplied.
5.5 All service times and delivery dates quoted are from the receipt of the Client’s orders and origination in our studio. The Seller reserves the right to alter these, if on inspection of the Client’s order they differ significantly from the specification understood by us when the quotation was issued. The Seller will use its best endeavors to ensure that orders are completed within the times quoted but will not accept any liability for damages in the event of failure to comply. Delivery instructions will be adhered to closely but no responsibility can be accepted for delays. Spoton cannot accept any claim for consequential loss no matter how caused.
6 Defects
6.1 The Buyer will inspect the web site before launch and should there be any defect or failure to comply with the specifications ordered or lack of quantity the Buyer agrees that he will raise the matter with the Seller within 3 working days. (Saturday, Sunday and Bank Holidays are not classed as working days.) The Seller will be under no obligation to the Buyer in respect of any matter not reported to the Seller within that time.
6.2 If the web site is not in accordance with the contract for any reason the Buyer’s sole remedy is limited to the Seller making good any shortage replacing the defective parts of the web site ordered or (at the Seller’s election) refunding a proportionate part of the price.
7 Cancellation
7.1 In accordance with The Consumer Protection (Distance Selling) Regulations 2000 you have the right cancel within a period of 7 days from placing your order, provided we have not commenced work on your site. Once we have commenced work on your site the right to cancel is no longer applicable, in accordance with regulation 13(1)(c) of The Consumer Protection (Distance Selling) Regulations 2000.
7.2 Should you wish to cancel the contract after the minimum Term you must inform us in writing one month prior to the end of the initial contract period. After the minimum Term contract period you must inform us in writing one month prior to the date you require the contract period to end with us.
7.3 No order which has been accepted by us may be cancelled by you except with the agreement of us in writing and on terms that you must indemnify us in full against all loss (including loss of profit) costs (including the cost of labour and materials used), damages, charges and expenses incurred by us as a result of cancellation.
7.4 We reserve the right to give one month’s notice not to renew any contract for ongoing services. No reason need be given for this termination. Internet services are provided on an ongoing basis with all payments due in advance of service. All charges are deemed contracted for a period of 12 months from the initial installation or setup. The initial term will start on the first day of service following the end of any agreed trial period or the date the customer receives access information where no trial has been requested. If the customer terminates this contract before the end of the initial period, then we will debit the your account with a sum equal to the charges otherwise due for the remainder of that initial period.
7.5 Upon cancellation, we agree to provide a static copy of your website (a “site rip”) if requested by you. You accept that any dynamic functionality will be lost, including but not limited to form, editing, and e-commerce (“webshop”) functionality. Should you request a site rip subsequent to cancellation, you will incur an additional administration fee.
7.6 Upon payment of an administration fee of £40 (exclusive of VAT), we agree to transfer control of your domain names to a registrar nominated by you. You accept that we will not renew registration of any domain name after cancellation, and that failure to nominate a registrar will therefore lead to the expiry of domain names concerned. You understand that we will remain responsible for the domain names until their transfer or expiry, after which we have no further responsibly.
8 Improper Use
8.1 The Sellers services may only be used for lawful purposes. It is the Buyers responsibility to ensure that material is not in contravention of applicable legislation such as, but not limited to: pyramid selling schemes, material judged to be obscene, threatening or racially prejudiced in the following countries:
a. The United Kingdom, where Spoton is situated.
b. The country where the customer’s domain is registered.
c. The country where the web server resides.
d. Countries where the customer’s services/products are available.
8.2 The Seller reserves the right to immediately temporarily remove hosted web pages and or images on sites, which the Seller controls if it has reason to believe the pages or images may be illegal, or in breach of intellectual property laws pending further investigation. No reimbursement will be made for any period when pages or images are unavailable for this reason. Replacement of infringing pages or images by non-infringing pages or images will incur further charges at our standard Web Maintenance rates.
8.3 The Seller reserves the right to immediately permanently remove, in whole or in part, any web site hosted by which repeatedly exceeds the agreed bandwidth limitations in the case that the customer refuses to make changes to the site to bring the bandwidth requirements within the agreed limits or purchase more bandwidth. No reimbursement will be made in this case.
8.4 The Seller reserves the right to immediately temporarily suspend or permanently remove hosted web pages and images, and to terminate any other service provided, in the event that the customer is in arrears with any payments. The customer will be notified of the arrears and where there is no response within seven days this will be acted upon.
8.5 The Buyer may not use, nor permit the use of, the services for the sending of unsolicited and/or bulk e-mail. The Seller reserves the right to disable e-mail services without notice upon learning of such activity. The Seller reserves the right to seek legal remedy if such activity impacts the Seller’s ability to provide services to other customers.
8.6 You understand that the it’seeze lite package is intended for sites with limited content. You may not enter more than 4000 characters of text per page for sites on the it’seeze lite package. We reserve the right to remove content to bring pages under the 4000 characters limit.
9 Breach
9.1 If the Buyer shall be in breach of any of their obligations under the contract the Seller may (without prejudice to the Seller’s rights subsequently to determine the contract for the same cause should it so decide) suspend further deliveries of services without notice until any defaults by the Buyer are remedied.
10 Buyer’s Indemnity
10.1 Where the services are to be manufactured or any process is to be applied to the services by the Seller in accordance with a specification submitted by the buyer or where any designs or artwork have been supplied by the Buyer, the buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Sellers use of the Buyer’s design, artwork or specification. The Buyer agrees to indemnify and hold harmless the Seller from any and all claims resulting from the Client’s negligence or inability to obtain proper copyright permission.
11 Managing Password and Account
11.1 The Buyer is solely responsible for managing the Buyer’s password and for keeping that password confidential. No one from Spoton.net will be authorized to provide the password. If the Buyer has forgotten the password, go to the Sign In link at the top of the screen, then click on "Forgot your password." Follow the instructions, and a link to change the password will be emailed. The Buyer is also solely responsible for restricting access to any computer used to access the account. The Buyer agrees to be responsible for all activities that occur on the account or through use of the password by the Buyer or by other persons.
12 Proofing
12.1 It is the responsibility of the Buyer to check all text, content, design, illustrations, photography, technical information, provided by the Seller, for omissions, copy or clerical errors, colour values or corrections. The Buyer must certify all web sites by email or in writing as being correct prior to commencement of the web site launch and the Seller will incur no liability for any errors not corrected by the Buyer. Launch of a web site onto the internet will not be completed until the web site has been approved for launch. By the sending of an e-mail confirming the website is ready to launch you are hereby agreeing to our terms and giving notice to the Seller to proceed with your website launch. If the Seller is instructed to complete without the web site being checked, they cannot be held responsible for the quality of reproduction and or consequential losses arising as a result of any errors, omissions or incorrect colour reproduction.
13 Exclusions of Liability
13.1 The Seller will incur no liability for any errors not corrected by the Buyer. By their nature services do not have a redeemable value and no refunds or credits will be payable by the Seller for Services correctly supplied to the Buyer.
13.2 All terms, conditions and warranties (whether implied or made expressly) whether by the Seller or its servants or agents or otherwise relating to the quality or fitness for purpose are excluded.
13.3 Services are sold by the Seller to the Buyer without any warranty or condition or representation as to the fitness of any Services for any particular purpose.
13.4 In the event of any breach of contract by the Seller the remedies of the Buyer are limited to damages. Under no circumstances shall the liability of the Seller exceed the Price of the Services.
13.5 All warranties and conditions whether implied by statute or otherwise are excluded from this contract provided that nothing in this contract restricts or excludes liability for death or personal injury caused by the negligence of the Seller or affect the statutory rights of a Buyer dealing as a consumer.
13.6 The Seller will make every effort to maintain through its servers representation of the Buyers web site through its online server connection. The Seller takes no responsibility whatsoever to provide an uninterrupted online presence of a Buyers web site on the Internet due to technical, code or server interruption faults.
14 Intellectual Property
14.1 You accept that we own all rights, interest, and title in the Services, including all intellectual property rights. These rights are protected by intellectual property laws both in England and Wales and internationally. You agree not to reproduce, modify, or otherwise create derivative works from the Services.
14.2 We may license content (“Stock Content”) from third parties (“Stock Suppliers”) for use on your website. You understand that such licences prohibit the use of Stock Content outside of your website, including but not limited to use in printed matter or on other websites that you may operate now or in the future. You agree not to use Stock Content in a manner that would place us in violation of our contractual agreements with the Stock Suppliers concerned.
14.3 You agree that by submitting content through the Services and making such content available to the public, you grant us a perpetual, non-exclusive, worldwide, royalty-free licence to reproduce, modify, adapt, publish, and distribute such content. You represent and warrant that you have the necessary rights to grant such rights to us.
15 Force Majeure
15.1 The Seller shall not be liable for failure to carry out any contract owing to an act of God, war strikes, lockouts, fire, storm, breakdown of machinery or any other cause above and beyond our control or owing to inability to procure materials or services except at increased prices.
16 Validity
16.1 If any provision of these terms and conditions is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these terms and conditions and the remainder of the terms and conditions in question shall not be affected and shall remain in full force.
17 Agents of Seller
17.1 Agents of the Seller who are involved in the introduction of the it’seeze website system to a potential Buyer can assist the Buyer in his choice of web site they require to purchase. The Buyer takes full responsibility for their choice of web site finally chosen. The agent of the Seller may assist the Buyer through the selection choices to prepare their web site ready to build as described in the Sellers demonstration web site, the Buyer takes full responsibility for all choices made. The agents of the Seller are only advisors and are not qualified to provide accurate information on any technical areas of web sites, search engine optimisation, internet, network or computer technology. If the Buyer requires such information they should contact the Seller direct by phone or e-mail. The agents of the Seller are not employed by the Seller and the Seller takes no responsibility for their presentations, written or verbal communication or actions.
18 Notices
18.1 A notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.
19 Assignment
19.1 The Buyer cannot assign the benefit of this contract to any other.
20 Changes to Terms and Conditions
20.1 Spoton.net may at any time, and at its sole discretion, modify these Terms and Conditions of Use, including without limitation the Privacy Policy, with or without notice. Such modifications will be effective one week from posting. You agree to review these Terms and Condition of Use weekly and your continued use of this Site following such modifications will indicate your acceptance of these modified Terms and Conditions of Use. If you do not agree to any modification of these Terms and Conditions of Use, you must immediately stop using this Site.
21 Prior/Other Statement
21.1 No statement, description, information, warranty or recommendation contained in any catalogue, price list, advertisement or other promotional material or made verbally by any of the agents or employee of the Seller shall operate to vary these conditions.
22 Governing Law
22.1 The law of England and Wales governs this contract and the parties submit to its exclusive jurisdiction.
