General terms and conditions

1. Definitions

“Conditions”  means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by Domaincheck “Contract” means any contract for the sale and purchase of the Services “Client” means the person firm or company who buys or agrees to buy services from Domaincheck “Gb” means gigabyte “MB” means megabyte “Services” means the services to be provided by Domaincheck to the Client “Price”  means the price of the Services “Domaincheck”  means Zebra Electronics Limited (registered in England and Wales with company number 3033478) trading as Domaincheck Communications of 65 Westgate Road, Newcastle upon Tyne NE1 1SG     2.   Conditions Applicable 2.1 These Conditions shall apply to contracts for the supply of services by Domaincheck to the Client to the exclusion of all other terms and conditions including any terms and conditions which the Client may purport to apply under any purchase order confirmation or similar document 2.2  All orders for Services shall be deemed to be an offer by the Client to purchase the Services pursuant to these Conditions. 2.3 Any variation of the Conditions (including special terms and conditions agreed between Domaincheck and the Client) shall not be applicable unless agreed in writing by Domaincheck.     3Duration   The Contract shall commence on the date specified in the order form and shall continue in force for a period of one year and thereafter unless or until terminated by either party giving the other not less than one months prior written notice      4. The Client’s obligations 4.1 The Client shall not use the Services to send or receive any material which is obscene offensive blasphemous defamatory abusive indecent menacing harassing illegal in breach of copyright or a third party’s intellectual property rights in breach of confidence or privacy or in breach of any other rights or use the Services to cause annoyance inconvenience or needless anxiety or to send unsolicited junk mail 4.2 The Client shall indemnify and keep indemnified Domaincheck against any action claim proceedings damages costs expenses or other liabilities suffered or incurred by Domaincheck arising directly or indirectly out of or in respect of a breach by the Client of Condition 4.1     5. Price 5.1 The price for the Services is exclusive of VAT, which shall be due at the rate ruling on the date of Domaincheck’s invoice. 5.2 Payment of the Price and VAT will be due within 30 days of the date of the invoice and every anniversary thereafter by cheque made payable to Domaincheck or by BACS or Standing Order.  Time for payment shall be of the essence. 5.3  If the Client fails to make any payment on the due date and without prejudice to any of Domaincheck’s other rights Domaincheck may suspend or cancel performance of any services due to the Client.      6. Capacity   In the event that the capacity expressed in KB available to the Client as set out in the order form is exceeded then Domaincheck reserves the right to charge the Client £5 for every KB by which the capacity used exceeds the capacity stipulated in the order form.     7Termination     7.1  Either party may terminate the Contract by written notice forthwith if:-  

(a)  the other party commits a material breach of any of its obligations under the Contract or these Conditions (and in the case of a breach capable of being remedied) fails within fourteen days after receipt of a request in writing from the other party to remedy the breach;

(b)  either party has a receiver appointed over the whole or part of its assets

7.2  The Contract may be terminated forthwith by Domaincheck without notice to the Client in the event that the Client is in breach of Condition 4.1  7.3 Domaincheck reserves the right to terminate the Contract forthwith on notice to the Client if the Client’s website uses bandwidth in excess of their alloted quota or if the Client’s website uses a script which Domaincheck considers in its absolute discretion may compromise or detrimentally effect the functionality or integrity of Domaincheck’s servers and systems.     8. Limitation of Liability   8.1 Domaincheck’s liability to the Client in respect of the Servicesshall be limited as follows:-   (a) Domaincheck shall not be liable for loss of profits business revenue goodwill or any indirect or consequential loss or damage whatsoever suffered by the Client;

(b) Domaincheck’s entire liability to the Client shall be limited to damages;

(c) Domaincheck shall not be liable for any loss damage cost or expenses to the extent arising as a result of any action taken at the request or direction of the Client;

(d) Domaincheck shall be not liable for any loss damages cost or expenses to the extent arising as a result of any failure of the Client to perform its obligations under the Contract

8.2 Nothing in this Condition 8.1 shall exclude or limit Domaincheck’s liability for personal injury or death arising from Domaincheck’s negligence 8.3  No forbearance delay or indulgence by Domaincheck in enforcing the provisions of the Contract shall prejudice or restrict the rights of Domaincheck nor shall any waiver of its rights operate as a waiver of any subsequent breach and any right power or remedy herein conferred upon or reserved for Domaincheck is exclusive of any other right power or remedy available to Domaincheck and each of its rights powers or remedies shall be cumulative 8.4 On or before completion of the Contract the Client will be provided with a host name user name and password by Domaincheck.  It shall be the clients responsibility to ensure that these are kept safe and secure and not disclosed to any person firm or company without the prior written consent of Domaincheck which shall not be unreasonably withheld or delayed 8.5 It shall be the Client’s responsibility to ensure that any files or data generated by any website hosted by Domaincheck on behalf of the Client as part of the Services is retrieved for back up purposes and properly backed up    

9.  Force majeure

  Domaincheck shall not be under any liability to the Client in any way whatsoever for any failure to perform any of its obligations under the Contract as a result directly or indirectly of war rebellion civil commotion strike lock-out and industrial dispute fire explosion earthquake acts of God flood drought or bad weather electricity or other power failure system failure or the requisitioning or other act or order by any government department council or other constitutional body     10. Entire agreement   The Contract and these Conditions constitutes the entire agreement between the parties.  No variation of the Contract or these Conditions shall be binding upon the parties unless made in writing and signed by a duly authorised representative of each party     11. Assignment and sub-contracting   The Client shall not assign sub-contract or otherwise transfer the Contract or any of its rights and obligations under the Contract whether in whole or in part without the prior written consent of Domaincheck     12.  Notice   12.1 Any notice given under the Contract shall be given by prepaid first class post to the address stated in the Contract or such other address as the party shall notify the other party as its address for service in England.  Service of notice may also be effected by delivery by hand to such address or by a facsimile transmission or electronic mail to such facsimile number or electronic address as the party shall notify the other party in writing in accordance with this Condition   12.2  Notices given by first class post shall be deemed served on the next working day after posting.  Notices served by hand shall be deemed served on delivery provided served between 9.00 am and 5.00 pm on a working day failing which it shall be deemed to have been served at 9.00 am on the next working day.  Any notice sent by facsimile transmission or electronic mail shall be deemed to have been sent on the date of transmission     13. Interest   If the Client defaults in the payment when due of any sum payable under the Contract then interest shall accrue and be payable in respect of such sums as are outstanding from the date when such payment is due until the date of actual payment (as well after as before judgment) at a rate of 5% above the base rate from time to time of Barclays Bank PLC     14. Invalidity and unenforceability   In the event of any part of the Contract or any of these Conditions becoming or being declared invalid or unenforceable such party shall cease to have effect but all other parts of the Contract and/or the Conditions  shall remain in full force and effect     15. No partnership   The Contract shall not constitute a partnership or agency agreement between Domaincheck and the Client and neither party shall have the ability to bind the other by contract or otherwise     16. Law   The Contract and these Conditions shall be governed by and construed in every respect in accordance with the laws of England.  Any dispute which may arise between the parties concerning the Contract or these Conditions shall be determined by the English courts and the Client hereby submits to the exclusive jurisdiction of the England courts for such purposes

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