NetSolva Terms & Conditions of Business
Definitions
• ‘NetSolva’ means NetSolva Ltd, Recruta
Ltd, DriverJobs Ltd, including directors, officers, employees, representatives,
associated companies, agents and affiliates, NetSolva.co.uk,
NetSolva.com, NetSolva.net, NetSolva.info, NetSolva.biz, Recruta.co.uk;
• ‘we’, ‘us’ or ‘our’ refer to NetSolva;
• 'services' means all products, goods and services made available by us
from time to time;
• 'Client' means any company, organisation, firm or person purchasing Services
from us;
• ‘you’ and ‘your’ refer to the Client;
• ‘Contract’ or ‘Agreement’ shall mean the Contract,
between NetSolva and the Client adhering to the Terms and Conditions that
follow to include the order form signed by the Client;
• ‘Order Form’ means the NetSolva order form completed by the Client,
and this shall represent the Contract;
•
'Contract Month' means a calendar month. The first one commences on the start
date specified in the Order Form and ends on the day before the same date in
the next calendar month. Subsequent ‘Contract Months’ commence
on the day following the last day of the previous ‘Contract Month’,
and follow the same pattern as the first. For example: 5th January 2007 to
4th February 2007, 5th February 2007 to 4th March 2007, etc;
• ‘Contract Year’ means a calendar year commencing on the start date
specified in the Order Form and ending on the day before the same date in the
next calendar year, with subsequent ‘Contract Years’ following
the same pattern;
• 'Contract Period' means the full period specified in the Order Form;
• ‘Commencement of Services’ takes effect on the order date specified
in the Order Form;
• ‘Account’ means your account with NetSolva;
• ‘The Client website’ means the website developed, and hosted, for
the Client, which is supplied on a lease only basis and remains the property
of NetSolva;
• ‘the website’ and ‘this website’ mean the NetSolva
website and database.
General
These Terms & Conditions relate to the supply of services by NetSolva. Any request or order for NetSolva's services, or payment made for such services, constitutes acceptance of these Terms & Conditions.
The provisions of these Terms & Conditions are not meant to be exhaustive. Generally, conduct that violates law, regulation or the accepted norms of the Internet community, whether or not expressly mentioned in this document, is prohibited. NetSolva reserves the right at all times to prohibit activities that damage its commercial reputation and goodwill.
Our services are continually evolving and as such we reserve the right to change our Terms & Conditions whenever necessary. It is your responsibility to ensure that you remain up to date with all of our Terms & Conditions.
Services
The services offered by NetSolva are:-
• the delivery and hosting of pre-designed template based websites, complete with password controlled Content and Site Management functionality, and including up to 5 standard email addresses and virtually unlimited forwarding email addresses for that website, when set up at the contract commencement;
• personalisation of the website, by incorporation of the Client’s logo, colour choice and menu appearance into the standard template, together with their initial choice of header banner;
• the use of our secure MS SQL database through the NetSolva interface - for the Client’s recording and updating of all information they store on the site.
The website
The complete website comprises
• Password controlled Administrator only, back office pages, the functionality
of which is listed on the Order Form;
• Web-pages visible to internet users, the content of which is determined by the Authorised Administrators.
The database
The database will contain the information recorded by the Authorised Administrators, inclusive of that entered, uploaded and, if appropriate, archived.
Domain Name
If the Client already owns a domain name for their website, then that domain name is and remains the property of the Client. In this case the existing domain name, will need to be configured to point to the clients NetSolva website.
If the Client does not yet own a domain name for their website, and does not want to register one themselves, NetSolva will endeavour to procure a suitable domain name. In this situation, we will need clear instructions from the Client and an inclusive list of preferred domain names.
Registration by NetSolva
In the event that NetSolva registers the domain name for you, the domain name remains the property of NetSolva.
If the Client wishes to transfer the domain to another supplier, the Client must give 3 Contract Months notice to NetSolva. An administrative charge will apply for transferring a domain name.
Price / Costs
Standard account
There are no up-front costs associated with the design and implementation of the pre-designed template based Client website. The usage fee per Contract Month is as stated on the Client’s Order Form.
Additional
Additional email accounts and services are available and are subject to an additional agreement and associated additional cost.
VAT
NetSolva is currently not VAT registered, so the identified costs are exclusive of VAT. At such future time as NetSolva becomes VAT registered, then VAT will be added to these costs and NetSolva shall give the Client not less than two weeks notice of such changes.
Payments
All Accounts are set up on a pre-pay basis.
Recurring payments
The first monthly payment is due on Commencement of Services, and payable in advance. All subsequent payments are due at the commencement of every Contract Month thereafter, during the life of the Contract. Clients will automatically be charged again at the start of a new Contract Year unless three Contract Months’ advance notice of termination has already been received.
Payments are non-refundable. Although NetSolva reserves the right to change prices of services at any time, all pricing is guaranteed for the Contract Year (subject to clause VAT).
Payment conditions
NetSolva can without prior notice fully or partially interrupt, suspend or terminate the Services without loss or reduction of rights or terminate this contract if the Client:
• does not pay any charge, fee or invoice within 28 days or payment
due date;
•
breaks any part of this contract;
•
becomes bankrupt or subject to insolvency proceedings whether voluntarily
or compulsory or has an administrator seise all or parts of its assets. The
Client will in any eventuality remain liable for all charges, fee and costs
during the period of suspension, any period where the Client does not fully
comply with the Terms and Conditions of the Contract, or following termination
of the Contract.
Invoices are sent on a monthly basis by email. No invoices will be sent by regular mail.
In accordance with the Late Payment of Commercial Debts Act 1998, any late payments will incur interest charged at 4% over the HSBC base Rate and will be subject to £20 administration charge.
All charges incurred by NetSolva due to late or non-payment, for whatever reason, will be passed onto the Client.
In the event that no payment is made by the Client for a specific period of the contract, the Client will be liable for a penalty charge of £540, to cover any set up costs and website personalisation work, and will be invoiced accordingly.
The Client is responsible for all money owed on the Account from the time it was established to the termination of the Contract.
All payments are in UK sterling, and all costs/prices are displayed exclusive of VAT unless stated otherwise.
Contract
The initial Contract Period is a minimum of one Contract Year. The Contract cannot be terminated before the end of the Contract Period. Termination at the end of the Contract Period is subject to three Contract Months’ advance notice.
The contract will continue to run until such time as three Contract Months’ notice has been provided & completed.
Other than in the initial Contract Period, you may terminate the Contract at any time, subject to three Contract Months’ advance notice.
The advance notice to terminate the Contract may be by email, fax or letter.
Termination, Cancellation and refunds
NetSolva reserves the right to cancel the Contract at any time. Refunds will only apply if the Client has not contravened NetSolva’s Terms and Conditions, and will be equivalent to the cost of the remaining days in the current pre-paid period.
NetSolva reserves the right to suspend or cancel a Client's use of any or all services provided by NetSolva in the event that NetSolva decides that these services have been inappropriately used or otherwise abused.
NetSolva reserves the right to cancel the Contract if no payment has been made by the Client. The Client will then be accountable for a penalty charge of £540, to cover any set up costs and website personalisation work, and will be invoiced accordingly.
No refunds are payable on termination by a Client.
Ownership and Copyright
The NetSolva functionality, templates, design and hosting remain the property of NetSolva. The content provided or updated by the client remains in the format provided by the client, the property of the client.
Accordingly any design, graphics, programming including but not limited to, ASP SQL, and Java Scripts utilised within the website & produced by NetSolva remain exclusively the intellectual property of NetSolva. Likewise the copyright of any programming scripts will remain the property of NetSolva and shall not be modified or reused without the express permission of NetSolva.
In the event that the Client should choose to use this design and functionality through a different hosting supplier, the Client will pay to NetSolva £3500, in recognition of the effort expended by NetSolva in completing the original work.
The Client must confirm approval of the website within 7 days of its availability to them. Failure to do so within the 7 days will constitute approval and acceptance.
Rights in the database
Ownership and copyright of the database, upon which the information entered by the Authorised Administrators is stored, belong to and remain with NetSolva. You acknowledge that you do not have, and cannot acquire any rights in the database, or any of its content other than that directly attributable to you, and that your use of the database is governed by these Terms and Conditions.
All of a Client’s information stored on NetSolva's database, is the property of that Client. On termination of the Contract, the Client is responsible for ensuring that this data is removed from the database. In the event that any such data remains on the database following termination of the Contract, it will be automatically deleted by NetSolva.
Your Website
Content and usage responsibility
The Client is responsible for:-
• taking security copies of all emails both before the commencement of services and during the contract period;
• the provision, to NetSolva, at the commencement of services, of full details of:-
• • their domain name, and its address details; or, in the event that the Client wishes NetSolva to register a domain name on its behalf (perhaps because it does not own one) a choice of domain names the Client would be happy with;
• • all standard email addresses required for the website;
• • all forwarded email addresses required for the website;
• • the Company logo artwork they wish to see on the website;
• • their colour scheme for the website.
• The population of the website, with:-
• • all text required, including, but not limited to, that required on the Home Page and the Contact Us Page;
• • all images require, including the banners and other images on the webpages.
• All content, content management and usage.
Availability
NetSolva aims to offer you the best service possible, but makes no promise that your website will be fault free and available at all times. We cannot accept any responsibility or financial liability for any consequences arising from the unavailability of your website, whatever the cause of such unavailability.
If a fault occurs in the service you should report it to Client Services (fault@NetSolva.co.uk) and NetSolva will attempt to correct the fault as soon as reasonably possible.
We retain the right to make changes to the website - including, but not limited to, its specification and design – at any time. Occasionally, your access to your website may be restricted to allow for maintenance, repairs, or the introduction of new facilities or services. NetSolva will attempt to ensure that such restrictions are kept to a minimum and that, in their event, the service will be resumed as soon as is reasonably possible.
Limitation of Liability
NetSolva accepts no liability for:-
• any data corruption, compatibility problems, or software or hardware failures that affect the workings of the website, but will make every attempt to rectify matters and/or recover any lost data, but cannot guarantee success.
• any use, suspension or loss of domain names registered for the Client.
• the security of the contents of e-mails sent or received by the Client.
• any indirect or consequential loss or damage, without limitation, loss of business, loss of opportunity, loss of profits of the Client.
• non-delivery, mis-delivery, corruption, destruction, or modification of data.
• late delivery of the Client’s website.
• events beyond the reasonable control of NetSolva.
You agree to defend, indemnify and hold harmless NetSolva from and against any claim, action, suit, demand, loss, damages, costs (including reasonable legal fees, expert witness fees and expenses), or other proceedings related to or arising out of the registration or use of the domain name. This indemnification is in addition to any indemnification required under the UDRP.
NetSolva shall not, under any circumstances, be liable or responsible for any errors, omissions or other actions arising out of or related to your application for, receipt of, or failure to receive a domain name registration.
NetSolva shall not be liable to the Client for any direct, indirect or consequential loss, damage cost or expense including without limitation any loss of profit, business or anticipated savings suffered by Client due to a failure to obtain, or loss of, a domain name.
Any disputes between the Client and a third party, regarding any legal rights to a registered domain name or its use, are to be settled using normal legal methods. The Client agrees that NetSolva will not be drawn into any such argument or dispute in any circumstances unless otherwise agreed by the parties in writing signed by an officer of NetSolva.
In the case of any accepted liability, this is limited to an amount no greater than one Contract Month’s charge for the NetSolva service.
Data Protection
Our services include the holding of, and access to, personal information. This is governed by the Data Protection Acts of 1984 and 1998, and handled in strict accordance with these Acts.
Disclaimer
NetSolva cannot be held liable for any information contained within the Client's website. The content provided by the Client and displayed on the website remains the copyright and intellectual property of the Client. The Client is liable for any legal costs incurred by NetSolva caused by the content of the website and agrees to indemnify NetSolva for any awards made by a court of law.
NetSolva will not be responsible for any damages that a Client may suffer, and makes no warranties of any kind, expressed or implied for services we provide.
NetSolva reserves the right to refuse any order in full or in part without explanation.
NetSolva reserves the right to incorporate on the Clients’ websites links to its own websites.
NetSolva disclaims any warranty or merchantability or fitness for a particular purpose. This includes loss of data, and any and all service interruptions however caused.
Indemnity
It is the Client’s responsibility to ensure that the content of their website and emails conforms to all relevant legislation and jurisdiction. NetSolva will not actively monitor, censor, or directly control any content that is displayed on or collected by the Client's website, and is transmitted or stored in email messages
Assignment
You shall not assign, transfer or sub-license your rights or obligations under these Contract Terms and Conditions to any third party without the prior written consent of NetSolva. However, in the event that NetSolva consents to such an assignment, transfer or sub-license, then these Contract Terms and Conditions shall ensure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
Survival
Neither party shall be liable to the other for damages of any sort resulting solely from terminating this Contract in accordance with its Terms and Conditions.
Notice
Any notice or communications required or permitted to be delivered, under this Contract, by NetSolva to you, shall be deemed to have been given if delivered by e-mail or postal mail in accordance with the Contact information you have provided.
Force Majeure
NetSolva shall not be responsible for any failure to provide any service or perform any obligation because of any act of God, governmental acts or directives, war, riot or civil commotion, strike, work stoppage, or equipment or facilities shortages which are being experienced by providers of telecommunication services generally, or other similar force beyond its reasonable control.
Interpretatation
The headings to the clauses of these Terms and Conditions are for ease of reference only and shall not affect the interpretation or construction of these Terms and Conditions.
In the event that any provision of these Terms and Conditions shall be unenforceable or invalid under any applicable law, or be so held by applicable court decision, such unenforceability or invalidity shall not render these Terms and Conditions unenforceable or invalid as a whole. NetSolva will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, the original objectives and intent of NetSolva as reflected in the original provision.
Joint and Several Obligations
If any party consists of more than one entity, their obligations hereunder are joint and several.
Relationship of the Parties
Nothing in these Terms and Conditions shall be construed as creating a partnership, joint venture, or an agency relationship between the parties.
Amendment in Writing
These Terms and Conditions may not be amended or modified by you except by means of a written document signed by both you and an authorized representative of NetSolva.
Governing Law
These Terms and Conditions shall be interpreted in accordance with English law and all disputes shall be decided by the English courts.