Terms and Conditions
Last modified 20th May 2018
These Terms And Conditions (“Terms”) are agreed by Bentlebury Co Ltd t/a wpsitemanagement.co.uk (“We” or “Us”) and the entity agreeing to these Terms (“You”).
If You are acting on behalf of another entity, You represent and warrant that You have the legal authority to commit that entity to these Terms.
1 Defined Terms
1.1 Where these Terms refer to a day that does not exist within a calendar month, the date shall be taken to mean the final day in that calendar month. For example, the date one calendar month after 31st January 2001 shall be taken to be 28th February 2001.
1.2 “Terms Of Sale” means the document titled “Terms Of Sale” that accompanies these Terms And Conditions.
1.3 “Purchase Date” means the date on which You make Your first payment to Us in relation to this sale.
1.4 “Subscription Start Date” means the date on which the Subscription (as in defined in clause 2.4) begins. The Terms Of Sale state whether the Subscription Start Date is the Purchase Date itself or the same day in the next calendar month after the Purchase Date.
1.5 “Subscription Renewal Date” means the same day as the Subscription Start Date in each subsequent month.
1.6 “Subscription Payment Date” means the dates stated in the Terms Of Sale on which We will take Subscription payments from You by the means stated in the Terms Of Sale.
2.1 You agree to purchase the service provided by Us (the “Service”) as a Subscription from Us for minimum term of 12 calendar months, regardless of chosen payment regime.
2.2 This minimum Term for the purchase of the Subscription is 12 calendar months, as stated in the Terms Of Sale. This Agreement will remain in effect beyond the minimum Term until cancelled.
2.3 You agree to update Your account so that Your contact details remain accurate at all times.
2.4 You agree to update Your account so that You maintain an active payment method, as specified in clause 3.1, at all times.
3 Price And Payment
3.1 Payment for the Service must be made by bank transfer, credit card or debit card or, at Our sole discretion, through another method. Subscription payments must be made by at the agreed Date at the agreed Frequency i.e. every 12 months for Annual subscriptions, every month for Monthly subscriptions.
3.2 Subscription payments will be taken automatically each month, in advance, on the Subscription Payment Date. Each Subscription payment covers the calendar month up until the following Subscription Renewal Date.
3.3 It is Your responsibility to provide in a timely manner the Initial Content required to update Your site content; Subscription payments will continue irrespective of whether this information has been provided. Under no circumstances shall You be entitled to make any deduction or withhold payment for any reason.
3.4 If Your account remains in arrears for a period of one calendar month following a Subscription Renewal Date We reserve the right to remove the Service and suspend the Website from the internet (“Suspension”) and disable Your ability to send and receive e-mails. We will notify You prior to Suspension. For the avoidance of doubt, if You have purchased multiple subscriptions from Us then We reserve the right to suspend all Websites in response to arrears incurred in relation to any of the subscriptions.
3.5 In the event of unpaid Subscription payments We reserve the right to use the services of third parties to recover monies owed. Without prejudice to any other remedy available to Us, We reserve the right to pass on credit collection fees to You, plus statutory late payment interest.
3.6 You agree to pay an administration charge of £100 ex VAT to restore the Servicein the event of its Suspension for non-payment, or £100 ex-VAT to restore the Website after a cancellation request within the past three calendar months. Additional charges will apply after three calendar months.
4.1 In accordance with The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 You have the right to cancel within a period of 14 days from placing Your order, provided (a) We have not commenced production of Your Website and (b) our Agents have not obtained or created material for use in the production of Your Website. In either case (a) or (b) the right to cancel is no longer applicable, in accordance with regulation 13(1)(c) of The Consumer Protection (Distance Selling) Regulations 2000.
4.2 You may give notice of Your intention to cancel this agreement at any time without giving any reason. The date upon which this agreement terminates (“Cancellation Date”) is determined solely from the date on which We receive Your notice (“Notice Date”). The Cancellation Date is the next Licence Renewal Date falling on or after the date one calendar month after the Notice Date, provided this date satisfies the minimum Term. If this date does not satisfy the minimum Term, the Cancellation Date is the earliest date that satisfies the minimum Term.
4.3 We may cancel this agreement at any time without giving any reason. For the purposes of the following clauses, the “Notice Date” and “Cancellation Date” shall then be the date on which We give notice of Our cancellation. Should We cancel this agreement prior to the completion of the design of the Website We will refund to You the amount paid for the design and any Licence payments. Should We cancel this agreement following the completion of the design of the Website We will refund to You any Subscription payment made after the most recent Subscription Renewal Date.
4.4 The date upon which the Subscription terminates (“Termination Date”) is either the Cancellation Date or, at Your request, any other date on or after the date of such request and before the Cancellation Date. Should the Termination Date precede the Cancellation Date, all remaining Subscription payments will become due on the Termination Date.
4.5 Upon cancellation, We agree to provide a static copy of the Website (“Site Rip”) if requested by You before the Termination Date. Should You request a Site Rip on or after the Termination Date, You will incur an additional administration fee. You accept that any dynamic functionality will not be present in the Site Rip, including but not limited to form, editing, and e-commerce functionality.
4.6 Upon payment of an administration fee of £50 ex 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 responsibility.
4.7 Domain names are registered for a minimum term of 12 months from the date of registration. Should You request that We cancel a domain name or transfer control of a domain to another registrar before the end of the minimum term, Your remaining payments for the domain name will become due immediately.
5.1 We will inform You once the hosting of the Website has been completed on our Server(s). It is Your responsibility to inform us of any errors in the operation of the Website. If the operation of the Website is not in accordance with this agreement for any reason Your sole remedy is limited to Us making good any errors or omissions.
6 Improper Use
6.1 The Service, Website, Software, and any other services we provide to You (collectively “Services”) may only be used for lawful purposes. You agree to indemnify Us and hold Us harmless from any and all claims resulting from unlawful use of the Services.
6.2 We reserve the right to modify or restrict access to the Service and Website, without giving notice, if We have reason to believe that the Website may be in breach of relevant legislation. We will incur no liability in relation to this action, even if the Website is subsequently determined not to be in breach of relevant legislation.
6.3 The Services may only be used in accordance with the Acceptable Use Policy, as displayed in our 'Acceptable Use Policy'. We reserve the right to modify the Service and/or Website and/or restrict access to the Services, without giving notice, if We believe You have breached the Acceptable Use Policy.
6.4 You may not use, nor permit the use of, the Services for the sending of unsolicited and/or excessive bulk e-mail. We reserve the right to disable e-mail services without notice upon learning of such activity. We reserve the right to seek legal remedy if such activity impacts Our ability to provide services to other customers.
7 Exclusions of Liability
7.1 We will incur no liability for any errors in Your instructions or the Initial Content not corrected by You. You take full responsibility for ensuring that Your instructions and the Initial Content are correct.
7.2 You are responsible for maintaining the confidentiality of Your passwords and for restricting access to any device You use to access the Services. We will incur no liability for any consequence of Your failure to ensure such confidentiality and access restrictions. You agree to indemnify Us and hold Us harmless from any and all claims resulting from unlawful actions carried out through Your account.
7.3 The Services are provided without any warranty or condition or representation as to their fitness for any particular purpose.
7.4 We make no guarantees in relation to the availability of the Website, and will incur no liability if the Website is temporarily unavailable for whatever reason.
7.5 We will incur no liability if any aspect of the Website that is dependent on a third-party service ceases to function to due the actions of that third-party.
7.7 In the event of any breach of contract by Us, the remedies available to You are limited to damages. Under no circumstances shall Our liability exceed the amount paid.
8 Force Majeure
8.1 We shall not be held liable for failure to perform Our obligations under this agreement due to act of God, war, civil war, sabotage, act of terrorism, government sanction, embargo, import regulation, export regulation, labour disputes (including strikes, lockouts, boycotts, or other industrial action), failure in the transportation of equipment, machinery or personnel, failure in the provision of any utility (including power, gas, water, or communication services), or any event or circumstance beyond Our reasonable control.
9 Intellectual Property
9.1 You accept that we own all rights, interest, and title in the Software, 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 Software.
9.2 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.
9.3 You agree that by submitting content through the Software 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.
9.4 You accept that in some circumstances We may be unable to register a domain name using Your contact details. You agree that in these circumstances We may register the domain name using Our contact details. Notwithstanding the contact details used, We disclaim ownership of any domain name registered at Your request.
11.1 In the event of any dispute with Us, You are entitled to use the Online Dispute Resolution service at http://ec.europa.eu/consumers/odr/.
11.1 You may not assign the benefits of this agreement to any other party.
12 Prior/Other Statement
12.1 No statement, description, information, warranty, or recommendation contained in any catalogue, price list, advertisement, or other promotional material or made verbally by any of Our agents or employees shall operate to vary these conditions.
13.1 A notice required or permitted to be given by Us to You under these Terms shall be delivered to the e-mail address You have specified in Your account. Notice shall be considered to be received by You within 24 hours of the time it is e-mailed to You. We will incur no liability for Your failure to receive such a notice due to any errors in Your specified contact details not corrected by You.
13.2 A notice required or permitted to be given by You to Us under these Terms shall be delivered in writing to Our registered business address.
14 Changes to Terms and Conditions
14.1 We may at any time, and at Our sole discretion, modify these Terms (a "Change") by giving notice of the Change and publishing a revised version of this agreement on Our website.
14.2 A Change will take effect one calendar month after We give notice, except where the Change is required by law or the Change neither reduces Your rights nor increases Your responsibilities. In such cases, the Change will be made without notice and shall take effect immediately.
14.3. If You do not accept a Change, You must cancel Your Subscription. If You do not object to a Change by cancelling Your Subscription within the one calendar month notice period, You will be deemed to have accepted the Change.
15.1 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.
16 Governing Law
16.1 The law of England and Wales governs this contract and the parties submit to its exclusive jurisdiction.
17 Support Time
17.1 As part of the Service you are entitled to 3-hours of Time accessible via our Helpdesk. No other points of contact for assistance will be acceptable by Us unless by prior agreement.
17.2 We reserve the right to amend the monthly time entitlement without notice.
17.1 The ability to carry forward unused monthly Time is restricted to Annual Subscriptions only.
17.2 Only the preceding month's unused Time in 30 minute chunks can be carried into the next month to a maximum combined Time of 6 hours. Any time less than 30 minutes will not be carried over to the following month.
17.1 That month's time is allocated first, then time carried forward. Time that has already been carried forward cannot be carried forward more than once.