Online Hosting Terms and Conditions
THE CUSTOMER IS WARNED THAT IF THEY BREACH THESE TERMS AND CONDITIONS, ITS WEB PAGES/DATA MAY BE IMMEDIATELY WITHDRAWN
igeek web/FileMaker hosting is a web space, FileMaker and internet domain service provided by igeek Ltd, a company registered in England and Wales with number 4502568.
Use of any of the igeek Ltd computer network (hereafter ‘the Network’) by the Customer is at all times subject to the terms and conditions of this Agreement.
1. Duties of the customer – During the term of this Agreement the Customer shall:-
1.1. where it is the company procedure, so far as the law allows, that any individual using the Network and using its personal identification, password or other confidential information, assumes the same liabilities under this Agreement as the company itself;
1.2. ensure that any and all information (including statements of opinion or advice) which it places on its web page is accurate, truthful and reliable;
1.3. comply with all relevant legislation regarding its use of the Network;
1.4. provide any goods or services advertised for sale on its web pages in conformity with any description and warranties given by the Customer;
1.5. ensure that it holds all the necessary authorisation to promote any information which it includes on its web pages/databases;
1.6. keep secure all its data, Network identification, password and other information relating to its account;
1.7. inform igeek Ltd immediately if it finds any evidence of infiltration of its data and take any and all steps to prevent that infiltration and to notify the appropriate authorities;
1.8. inform igeek Ltd immediately if a third party steals or abuses its password or if it finds or learns that a third party is using its personal identification;
1.9. co-operate full with igeek Ltd and the law enforcement authorities concerning any legal action, either current or pending, concerning the misuse of the Customer’s account;
1.10. not in any circumstances use the Network to:-
1.10.1 distribute or disseminate any indecent or unlawful information or any information which is in any way libellous;
1.10.2 violate the rights of third parties (including those rights of privacy and publicity;
1.10.3 engage in any illegal activities;
1.10.4 without the legal owner’s content, make available any files that contain software or any other material protected by any laws of intellectual property or of privacy or publicity;
1.10.5 make available any computer files which contain a computer virus or any corrupted data; or
1.10.6 falsify the source or origin of any software or any other material contained in a computer file made available by the Customer on its web pages.
1.11. comply with all technical protocols and standards relating to the use of the Network.
1.12. indemnify igeek Ltd against any and all loss, damages and costs sustained by igeek Ltd arising out of any breach by the Customer of any of its obligations under this Agreement and at the request of igeek Ltd it shall provide all such reasonable assistance as igeek Ltd may request to enable igeek Ltd to resist any action, claim or proceedings brought against igeek Ltd as a consequence of any such breach.
2.1. igeek Ltd reserves the right to charge interest to the Customer on any sums, fees or other charges payable under this Agreement which are not paid on the due date and such interest may be charged (as well after as before a judgement) at a rate of 5% per annum above the base rate of National Westminster Bank plc from time to time subsisting such interest to accrue on a daily basis.
3. Agreement to Terms and Conditions
3.1. This Agreement takes effect on the date on which the Customer receives these terms and conditions relating to its use of the network which shall predate the date on which the customer first uses the Network.
3.2. From time to time, it will be necessary to update these terms and conditions. igeek Ltd undertakes to give the Customer, wherever possible 7 days notice of any change and the Customer shall indicate its agreement to be bound by the new terms and conditions by its use of the Network after its implementation date.
3.3. igeek Ltd reserves the right to introduce new terms and conditions immediately where necessary for the protection of the Network.
3.4. igeek Ltd reserves the right to charge interest to the Customer on any sums, fees or other charges payable under this Agreement which are not paid on the due date and such interest may be charged (as well after as before a judgement) at a rate of 5% per annum above the base rate of National Westminster Bank plc from time to time subsisting such interest to accrue on a daily basis.
4. Information Provided by the Customer
4.1. The Customer warrants that the name, address and payment information that it provides when the Customer enters into this Agreement, is correct and the Customer agrees to notify igeekly Ltd of any changes in its name, address and/or payment details.
4.2. The Customer agrees that igeek Ltd may disclose the Customer’s name and address where there is any complaint about the content of the Customer’s pages in relation to goods or services advertised there. In such circumstances igeek Ltd also reserves the right to remove the Customer form the Network.
4.3. Where the Customer is an individual it confirms that it is at least 18 years of age and that it possesses the legal right and ability to enter into this Agreement and to use the Network in accordance with this Agreement.
4.4. The Customer is responsible for the use of the Network and shall comply with its responsibilities and obligations as stated in this Agreement.
5. Exclusion Clause
5.1. So far as the law allows, igeek Ltd shall not have any liability or obligation under this Agreement in respect of:-
5.2. anything contained within the Customer’s web pages/databases which infringes any law or any rights of any third parties;
5.3. any failure of any of the goods or services advertised or offered for sale by the Customer on its web pages to conform with any express or implied representations contained within those web pages;
5.4. any information of the Customer’s data by any third party of any loss of damage to that data;
5.5. any unavailability or interruption of the Network for any reason;
5.6. any warranties implied under the law with regards to the merchantability of fitness for the purpose of the Network.
5.7. So far as the law allows, igeek Ltd shall not accept any liability for any direct, indirect, special, consequential, exemplary or punitive damages or any loss of profit or any losses incurred by the Customers in connection with the Network, howsoever such losses arise.
5.8. Without admitting any liability under this Agreement, should igeek Ltd be held liable to the Customer for any breach of this Agreement then the extent of that liability shall be limited to the amounts paid by the Customer under this Agreement or the loss suffered as a result of that breach if less than the amounts paid by the Customer under this Agreement.
6.1. igeek Ltd will not monitor the contents of the Customer’s pages/databases. Files that the Customer uploads to its web pages/databases are subject to withdrawal without notice by igeek Ltd upon complaint about its content where igeek Ltd at its sole discretion deems this necessary.
6.2. The Customer warrants the accuracy, truthfulness and reliability of any information (including statements of opinion or advice) which it places on its web pages/databases.
6.3. The Customer warrants that it is authorised to promote any information it does include on its web pages (for example if the Customer is providing financial information, that it holds any necessary authorisation under the Financial Services Acts etc.).
6.4. The Customer agrees to keep secure its Network identification, password and other confidential information relating to its account.
6.5. igeek Ltd cannot guarantee that the Network will never be infiltrated by unauthorised users. The Customer’s data may not be secure against such infiltration and the Customer assumes that risk. If the Customer finds evidence of infiltration, it should inform igeek Ltd and steps will be taken both to try and prevent it and to notify the proper authorities.
6.6. The Customer is personally responsible for the use of its account and the secrecy of its password. If the Customer is a corporate user then the company is also responsible, together with the individual using the account. In addition, the Customer is deemed to be logging onto the Network (i.e. the authorised person for that account) when an account is logged on by using the correct account ID and password. The Customer must also inform igeek Ltd immediately if someone steals its password or if it finds someone else is using its ID. The Customer agrees to co-operate with igeek Ltd and the police concerning any legal action taken or pending arising from the misuse of the Customer’s account by any third party.
6.7. The Customer is entirely responsible for the content of its web pages or databases. The Customer may not, under any circumstances, use the Network to do any of the following:
6.8. publish, post, distribute or disseminate defamatory, infringing, obscene, indecent or other unlawful material or information;
6.9. threaten, harass, stalk, abuse, disrupt or otherwise violate the legal rights (including rights of privacy and publicity) of third parties;
6.10. engage in illegal or unlawful activities;
6.11. make available / upload files that contain software or other material protected by intellectual property laws (or by rights of privacy or publicity) unless the Customer owns or controls the rights thereto or has received all necessary consents;
6.12. make available / upload files that contain a computer virus or corrupted data, falsify the source or origin of software or other material contained in a file that the Customer makes available on its web pages/databases;
6.13. act, in the Customer’s use of the web pages, in a manner that is contrary to any applicable laws or regulations. The Customer is entirely responsible for any civil or criminal liability which is incurred as a result of its use of the web pages/databases.
6.14. So far as the law allows if the Customer posts a libellous message, it is the Customer that publishes it and the Customer who will be liable for the consequences of it. The Customer will also be liable for igeek Ltd’s legal costs incurred in defending any defamation or libel action related to the Customer’s page content and the Customer agrees to indemnify igeek Ltd for any damages which are awarded against igeek Ltd by a court of law or which igeek Ltd pays as a result of settling such an action upon legal advice.
6.15. The Network may only be used for lawful purposes by the Customer. The Customer acknowledges that igeek Ltd is unable to exercise control over the content of the information passing over the Network, and igeek Ltd shall not be liable for any posting, transmission or reception of information which infringes any applicable laws or regulation or which infringes any third party rights. Such posting, transmission or reception is strictly prohibited. The Customer is responsible for creating, maintaining and designing its own pages. igeek Ltd cannot guarantee the availability of the Network and reserves the right to suspend or terminate the Customer’s connection to the Network at any time.
7.1. The failure or delay by igeek Ltd in exercising any right, power or remedy under this Agreement shall not in any circumstances impair such right, power or remedy nor operate as a waiver or shall any single or parental exercise by igeek Ltd of any right, power or remedy under this Agreement in any circumstances preclude any other or further exercise of it or the exercise of any other right, power or remedy. Any waiver of a breach of, or default under, any of the terms of this Agreement shall not constitute a waiver of any subsequent breach or default and shall in no way affect the other terms of this Agreement.
8.1. If the Customer shall:-
8.1.1 fail to make any payment under this Agreement (or any other sum payable under any other agreement between igeek Ltd and the Customer to igeek Ltd within 30 days of it becoming due (whether demanded or not); or
8.1.2 commit a material breach of any term of the Agreement, whether express or implied (or of the terms of any other agreement described in the clause 7.1.1);
8.1.3 commit a breach of any term of the Agreement which is capable of being remedied and fail to remedy that breach within 7 days of a request so to do; or
8.1.4 do or allow to be done any act or thing which in the opinion of igeek Ltd may jeopardise the reputation of igeek Ltd or its rights in the Network;
8.1.5 then in each case the Customer shall be deemed to have repudiated the Agreement and igeek Ltd may, at its absolute discretion, at any time within 3 business days’ notice terminate the Agreement.
8.2. In addition to the powers of termination contained in clause 7.1, igeek Ltd shall be entitled to terminate this Agreement forthwith by notice in writing to the Customer on any of the following grounds:- 8.2.1 that the Customer becomes the subject of a voluntary arrangement (whether formal or informal) or, in the case of an individual, enters into a composition with his creditors;
8.2.2 that the Customer is unable to pay its debts or, in the case of an individual, has had a bankruptcy order made against him or, in the case of a partnership, a member of the partnership presents a joint bankruptcy petition;
8.2.3 where the Customer is a company that the Customer has a liquidator, receiver, administrator or administrative receiver appointed over all or any parts of it;
8.2.4 that the Customer has passed a resolution for its winding-up or has a petition presented to any court for its winding-up or for an administration order or in the case of a partnership a member of the partnership has presented a petition for winding-up;
8.2.5 if any distress, execution or other legal process is levied on or enforced against any property of the Customer and is not paid out withdrawn of discharged within 21 days.
8.2.6 that the Customer has in the reasonable opinion of igeek Ltd ceased or threatened to cease to trade;
8.2.7 that there has been a change in who controls the Customers;
8.2.8 where the Customer is an individual that the Customer has been made the subject of an application for an interim order or has had an interim receiver appointed over his property;
8.2.9 where the Customer is an individual if the Customer shall die or by reason of any illness (including mental disorder or infirmity), accident, injury or any other cause becomes unable (in the opinion of igeek Ltd) for a consecutive period of 2 months or for an aggregate period of 3 months in any period of 6 months to carry on with his business;
8.2.10 without prejudice to any other provisions of this clause 7.2 that there has been a substantial deterioration in the financial circumstances of the Customer or that anything analogous has occurred n relation to the Customer under the laws of any other jurisdiction; and in each case no payment subsequently accepted by igeek Ltd without knowledge of the termination will prejudice in any way or will affect the operation of this clause.
8.3. Upon termination under these clauses, the Customer shall, immediately prior to termination, pay to igeek Ltd:-
8.3.1 all arrears of payment then due under this Agreement;
8.3.2 compensation for loss suffered by igeek Ltd as a result of the termination, that loss being determined by igeek Ltd having regard to all relevant circumstances, including its reputation; and
8.3.3 any other sums which are or which become due to igeek Ltd or to which igeek Ltd is entitled by way of damages.
8.4. The termination of this Agreement will not affect any rights of igeek Ltd or liabilities of the Customer subsisting at the date of termination.
9.1. The Customer shall treat as strictly confidential all information received or obtained as a result of entering into or performing the Agreement which relates to:-
9.1.1 the provisions of this Agreement;
9.1.2 the negotiations relating to this Agreement;
9.1.3 the subject matter of this Agreement;
9.1.4 igeek Ltd or its affairs.
9.2. The Customer may disclose information which would otherwise be confidential if and to the extent:-
9.2.1 required by law;
9.2.2 required by a binding legal obligation involuntarily incurred by it;
9.2.3 required to vest the full benefit of this Agreement in the Customer;
9.2.4 it is disclosed to the professional advisors, auditors and bankers of the Customer under the terms of confidentiality no less onerous than those set out herein;
9.2.5 the information has come into the public domain through no fault of the Customer at the time the disclaimer is made;
9.2.6 igeek Ltd has given prior written consent to the disclosure; or
9.2.7 the customer can show from its written records that it already knew the information before disclosure was made by igeek Ltd.
9.2.8 PROVIDED THAT any such information disclosed pursuant to clauses 5.2.1, 5.2.2 or 5.2.3 shall be disclosed only after consultation with igeek Ltd.
10. Use of Material for Advertising
10.1. igeek Ltd will not distribute the Customer’s web pages or database contents to third parties without the Customer’s consent nor will it include information about the Customer in promotional materials and advertising and make such information available to third parties for promotional or advertising purposes without the Customer’s consent.
11. Concurrent Remedies
11.1. No right or remedy conferred upon or reserved to igeek Ltd is exclusive of any other right or remedy which by law or equity is provided or permitted, and each shall be cumulative of every other right or remedy given in this Agreement and may be enforced cumulatively.
12.1. The Customer agrees to pay all charges for its use of the Network at the prices in effect at the beginning of its subscription period or the anniversary thereof.
12.2. igeek Ltd reserves the right to change prices or institute new charges for the use of the Network at any time upon not less than thirty (30) days’ notice. All charges will be posted on the igeek Ltd web site at http://www.igeek.co.uk/. Payment of the Customer’s account balance is due at inception and subsequently on the same day of each month. Where payment is not made within 30 day s of the date of payment, the account may be suspended or terminated at igeek Ltd’s discretion. The Customer agrees to pay a late payment charge on all amounts due but unpaid for thirty (30) days.
13. Exclusion of Warranties and Limitation of Liability
13.1. The Network is provided “as is”, and igeek Ltd makes no express or implied representations or warranties to the Customer regarding the usability, condition or operation thereof.
13.2. igeek Ltd will at all times use its reasonable endeavours to attempt to maintain an uninterrupted and error-free service, however igeek Ltd make no representations or warranties regarding the Network and do not warrant that use of the Network will be uninterrupted or error-free, or that the Network will meet any particular criteria of performance or quality.
13.3. igeek Ltd will at all times use its reasonable endeavours to attempt to maintain and safeguard the Customer’s data on the network however igeek Ltd accept no responsibility for any loss or damage to data or the loss thereof.
13.4. igeek Ltd expressly disclaims all implied warranties, including without limitation, warranties or merchantability, title, fitness for a particular purpose, non-infringement, compatibility, security or accuracy.
13.5. The Customer’s use of the Network is at its own risk. The Customer accepts full responsibility for such use and the risk of any loss resulting from its use of the Network and the content of its pages/databases. The Customer also accepts full responsibility for safeguarding is own data.
13.6. Notwithstanding any clauses to the contrary in this Agreement, in the event that igeek Ltd is deemed liable to the Customer for breach of this Agreement, the Customer agrees that igeek Ltd’s liability is limited to the amount actually paid by the Customer for its subscription. The Customer hereby releases igeek Ltd from any and all obligations, liabilities and claims in excess of this limitation.
14.1. igeek Ltd does not accept any responsibility whatsoever for anything posted on the Network (except by one of its employees) and the Customer agrees by using the Network that igeek Ltd will not be liable for any direct, indirect, special, loss of profit, consequential, exemplary or punitive damages or losses which are incurred in connection with the use of the Network even if igeekly Ltd has been advised of this possibility and the Customer hereby waives any claims with respect thereto, whether based on contractual, tort or other grounds and the Customer agrees to indemnify igeek Ltd and hold igeek Ltd harmless from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including legal costs) incurred as a result of the Customer’s actions and/or omissions on the Network or materials or information transmitted by the Customer in connection with the Network. This means the Customer shall have to pay igeek Ltd where claims are made against it by other callers or third parties.
14.2. The Customer agrees to indemnify igeek Ltd from and against any and all liabilities, expenses (including legal fees) and damages arising out of claims based upon or relating to the use of the Customer’s web pages/databases, including any claim of libel, defamation, violation of rights of privacy or publicity, loss of service, non-supply, fraud, infringement of intellectual property or other rights or other claims whatsoever.
14.3. igeek Ltd will notify the Customer promptly of any claim for which igeek Ltd seeks indemnification at the currently supplied address or a different address as notified to igeek Ltd under clause 11. igeek Ltd will afford the Customer the opportunity to participate in the defence of such claim provided that the Customer’s participation will not be conducted in a manner prejudicial to igeek Ltd’s interests, as reasonably determined by igeek Ltd and/or its lawyers.
15. Notices and Consents
15.1. Notices given by igeek Ltd to the Customer will be given by fax or by conventional mail.
15.2. In any matter requiring igeek Ltd’s prior consent, such consent must be given in writing by an authorised representative of igeek Ltd. Notices given by the Customer to igeek Ltd may be given by fax or first class mail and will be confirmed via conventional mail within 7 days.
15.3. Notices to igeek Ltd may be sent by the Customer to igeek Ltd by fax or conventional mail and must be confirmed via conventional mail within 7 days.
16. Assignment of Rights
16.1. Neither party will assign this Agreement or any benefits or interests arising under this Agreement without the prior permission of the other party.
17. General Terms and Law
17.1. igeek Ltd reserves the right to do normal system housekeeping such as creating back-ups but does not accept responsibility for ensuring back-ups work – the Customer’s data security is its own responsibility.
17.2. If igeek Ltd suspects illegal activity, it may notify the authorities and reserves the right to do anything on the Network which its lawyers advise us to do in the protection of the Network.
17.3. These terms and conditions shall be governed and construed in accordance with the laws of England and Wales and the client an igeek Ltd submit to the non-exclusive jurisdiction of the courts of England and Wales.
17.4. The Customer acknowledges that no joint venture, partnership, employment, or agency relationship exists between the Customer and igeek Ltd as a result of its use of the Network. The Customer agrees not to hold itself out as a representative, agent or employee of igeek Ltd. The Customer agrees that igeek Ltd will not be liable by reason of any representation, act or omission to act by the Customer.
17.5. igeek Ltd’s performance under this Agreement is subject at all ties to existing laws and legal process and nothing contained in this Agreement will prevent igeek Ltd’s right to comply with law enforcement requests or requirements relating to a Customer’s use of the Network or information provided to or gathered by igeek Ltd with respect to such use.
18.1. If any of the provisions of this Agreement are judged to be illegal or unenforceable, the remainder shall continue in full force and the effect of the remainder of them will not be deemed to be prejudiced (unless the substantive purpose of this Agreement is then frustrated, in which case either party may terminate this Agreement forthwith on 7 days’ written notice).
19. Entire Agreement
19.1. This Agreement constitutes the entire Agreement between igeek Ltd and the Customer with respect to the Customer’s use of the Network, and it supersedes all prior or contemporaneous communications and proposals, whether oral or written, between igeek Ltd and the Customer with respect thereto. Each party confirms that it has not relied on any representation not recorded in this document inducing it to enter into this Agreement.