MEGA PRODUCTS LIMITED TERMS & CONDITIONS
These Terms and Conditions, together with the Mega Products Limited price list and any relevant Mega Products Limited Proposal document, form a contract between:
MEGA PRODUCTS LIMITED registered in England no. 3405656 registered office 50 Queen Anne Street, London W1G 9HQ ("Mega Products Limited") and "THE CUSTOMER"
WHEREAS
A. Mega Products Limited has the technical facilities and know-how to make available the Mega Products Limited Service as defined in clause 1.
B. The Customer wishes to secure and Mega Products Limited wishes to supply the Mega Products Limited Service on the terms and conditions set out in this Agreement.
1. THE MEGA PRODUCTS LIMITED SERVICE
In consideration of the payment to be made to Mega Products Limited by the Customer Mega Products Limited shall provide one or more of the following services ("the Mega Products Limited Services"):
1.1 Web site design and programming
1.2 Web site hosting
1.3 E-commerce services
1.4. and any other service that Mega Products Limited may provide to the Customer which the Customer requests or is defined as part of a Mega Products Limited Proposal
1.5. Mega Products Limited technical support which will be limited to email advice during Mega Products Limited's normal office hours (and extended to 24 hours a day for emergencies by special agreement);
2. DELIVERY TIME
2.1. The maximum delivery time will be that specified in the Mega Products Limited Order Form or Proposal unless agreed in writing by Mega Products Limited in our order acknowledgement. Mega Products Limited will not be held responsible for delays caused by delays caused by the Customer 's failure to deliver information, site content and assets in agreed formats, nor for other factors outside of Mega Products Limited's control.
3. PERIOD OF THE MEGA PRODUCTS LIMITED SERVICE
3.1. The Customer subscribes to the Mega Products Limited Service upon Mega Products Limited receiving the Mega Products Limited Order Form duly completed from the Customer or formal acceptance of a Mega Products Limited Proposal. These terms and conditions together with the Mega Products Limited Order Form or Proposal form the entirety of the agreement between the Customer and Mega Products Limited.
3.2. The Agreement is effective from the date hereof and will continue for a minimum period of twelve months from the commencement of the Mega Products Limited Service, and thereafter unless or until terminated by either party serving not less than one months prior written notice to expire at any time after expiry of the minimum service period specified in the Mega Products Limited Service Description.
4. COMMENCEMENT OF THE MEGA PRODUCTS LIMITED SERVICE
4.1. The Mega Products Limited Service begins when the Customer is able to access hosted web pages or services.
5. TERMINATION
5.1. Either party may terminate this agreement by giving the other written notice pursuant to clause 3.2.
5.2. Upon termination the Customer shall immediately cease to use all services provided by Mega Products Limited.
5.3. Mega Products Limited may, at its sole discretion, either suspend the Mega Products Limited Service until the Customer provides undertakings acceptable to Mega Products Limited at its sole discretion or terminate this Agreement (by notice, in each case) immediately if:
5.3.1. the Customer breaches any of these terms; or
5.3.2. any charge relating to the Mega Products Limited Service remains unpaid by the Customer for more than 14 days after it is due; or
5.3.3. the Customer is made bankrupt, becomes insolvent, or enters into an arrangement with its creditors or, if the Customer is a company, enters into receivership, liquidation or administration or an arrangement with its creditors or have an order made up or resolution passed that the company be wound up, or suffer any similar thing under the laws of any jurisdiction.
6. PAYMENT
6.1. The Customer shall pay Mega Products Limited those fees as posted in the Mega Products Limited Price List or as set out in a Mega Products Limited Proposal, or as invoiced.
6.2. All prices are listed in pounds sterling and are exclusive of any VAT which shall be payable. Mega Products Limited may revise prices at any time after the first anniversary of the commencement of the Mega Products Limited Service by Mega Products Limited giving not less than three months notice prior to the new prices becoming effective.
6.3. The Customer shall make payments in advance at annual or quarterly intervals. The first payment becomes due on the date of this Agreement. Such payments shall be made by bank standing order or the parties may agree such other method as in writing.
6.4 Late payment may result in additional charges of interest at two points above Bank of England base rate for the amount outstanding being added to the owed amount.
6.5 Additional works may be undertaken by Mega Product Limited on the Customers behalf without further quotations at our standard hourly rate as posted in the Mega Products Limited Price List at Mega Product Limited's discretion.
7. BANDWIDTH
7.1. Both parties acknowledge that, given the nature of the Internet, it is impossible to guarantee the bandwidth available between the Customer and the Mega Products Limited Servers, which will depend upon the bandwidth available at the customer's site and the bandwidth available on the various circuits over which traffic passes.
8. CUSTOMER'S OBLIGATIONS
The Customer shall:
8.1. Comply with all applicable protocols or standards published on the Internet from time to time and adopted by the majority of Internet users;
8.2. Keep its password and all information relating to Mega Products Limited or the Mega Products Limited Service confidential.
9. HOSTING SERVICE - DISK SPACE AND TRAFFIC UPGRADES
9.1. The volume of disk space used and traffic (data transferred) for each site hosted will be monitored by Mega Products Limited and reported to the customer.
9.2. For the purposes of this clause the "Upgrade Level" shall be deemed to have been reached if over a period of one month the Customer exceeds the stated maximum disk usage or traffic allowance by more than 20%.
9.3. If the Customer's usage reaches Upgrade Level, it shall be obliged to purchase that hosting service level which Mega Products Limited shall at its discretion deem appropriate.
10. PROHIBITED USES OF THE MEGA PRODUCTS LIMITED SERVICE
The Customer shall not:
10.1. Use the Mega Products Limited Service for any unlawful purpose or in breach of English law or any other relevant law or protocol applicable to the Internet or any part of it or to anything connected to it or to any user of it. These prohibited uses include but are not limited to:
10.1.1. civil infringement of and/or criminal offences relating to copyright, trade marks or any other intellectual property right in any jurisdiction; or
10.1.2. commission of any criminal offence (including deliberate transmission of computer viruses) under the Computer Misuse Act 1990 or any similar legislation in any country; or
10.1.3. transmission or display or posting to a publicly accessible service of any material which is unlawful or actionably defamatory or an invasion of privacy or breach of a right of publicity in any jurisdiction with which any publicly accessible service reasonably appears to have any connection or from which it may reasonably be apprehended that a publicly accessible service is likely to be significantly accessed; or
10.1.4. transmission or display or posting to a publicly accessible service of any material in breach of the Data Protection Act 1984 or similar legislation in any other country or of any material which is confidential or is a trade secret or which affects the national security of the United Kingdom or the said territory or which may expose Mega Products Limited to any retribution or penalty under the laws and/or regulations and/or decrees of the United Kingdom or any other country relating to the export of or dealing with military or potentially military resources; or
10.1.5. use of the Mega Products Limited Service or the Internet in any manner which is a violation or infringement of any rights of any kind or nature (whether like to any of the foregoing or otherwise) of any person, firm or company within the United Kingdom and elsewhere; or
10.1.6. unauthorised access to the network management equipment of Mega Products Limited or other Internet providers; or
10.1.7. forgery of Internet addresses or other fields in IP packets by the Customer; or
10.1.8. any mass mailing of unsolicited advertising material by the Customer.
10.2. Use the Mega Products Limited Service or any Internet connection offered by Mega Products Limited in any way that makes or in the reasonable opinion of Mega Products Limited makes excessive use of network or computing resources of Mega Products Limited to the detriment of Mega Products Limited or other Internet users. Mega Products Limited may make or adopt codes for this purpose and the Customer agrees to comply with any such reasonable codes as Mega Products Limited may adopt from time to time.
11. LIMITATION OF LIABILITY
11.1. The Customer accepts that use of the Internet save as expressly provided herein is at its sole risk.
11.2. Mega Products Limited neither warrants nor guarantees nor undertakes nor is it a condition of any other term hereof:
11.2.1. that the Customer's access to the Mega Products Limited services will be uninterrupted or error free or of any particular level or quality;
11.2.2. that the transmission or processing of any information or results thereof including third party content obtained from the use of the Internet or from the Internet will be accurate or complete.
11.2.3. The Customer acknowledges that Mega Products Limited does not monitor or exercise any editorial control over information passing over the Mega Products Limited network, and Mega Products Limited therefore excludes all liability in regard to such information of whatever kind, including without limitation the accuracy of the contents thereof, or the scrambling of any information or data.
11.2.4. Mega Products Limited has no responsibility or liability to the Customer for any claim against the Customer by any third party.
11.2.5. The Customer acknowledges that the Mega Products Limited Service and any software provided by Mega Products Limited and all goods and services provided hereunder are provided on an "as is" basis.
11.2.6. Mega Products Limited warrants that it will use all reasonable endeavours to provide the Mega Products Limited Service to the Customer. If the Customer suffers any loss as a result of negligence by Mega Products Limited, Mega Products Limited shall be liable to the Customer only to the limit of the amount actually paid to Mega Products Limited by the Customer during the course of the first 12 months of this Agreement as consideration for this Agreement. Mega Products Limited excludes any further liability.
12. INDEMNITY
12.1. The Customer shall pay to Mega Products Limited all costs and expenses (so that any legal fees shall be based on an indemnity basis) incurred by Mega Products Limited in enforcing any of the conditions in this Agreement, or exercising any of its other rights and remedies under the Agreement as against the Customer or any third party, including (without prejudice to the generality of the foregoing) all costs incurred in tracing the Customer in the event that legal processes cannot be enforced at the address last notified to the company.
12.2. The Customer shall indemnify Mega Products Limited against all expenses of any nature however arising out of any claim, allegation or action in any jurisdiction of or equivalent to any breach by the Customer of any material term of this Agreement.
13. GENERAL
13.1. Mega Products Limited shall not be liable for failure to perform any obligation under this Agreement where this failure was the consequence of natural phenomenon, war, civil disorder, inclement weather, fire, failure or shortage of power supplies, industrial disputes, acts or omissions of government, compliance with statutory obligation, or any other cause beyond Mega Products Limited's reasonable control.
13.2. The Customer This Agreement may not be assigned by to any third party without the prior written consent of Mega Products Limited.
13.3. Nothing in this Agreement shall create or be deemed to create a partnership or the relationship of principal and agent between the parties.
13.4. This Agreement contains the entire agreement between the parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties.
13.5. Each party acknowledges that in entering into this Agreement it does not do so on the basis of and does not rely on any representation, warranty or other provision except as expressly provided in this Agreement and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
13.6. No failure or delay by Mega Products Limited in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right and no waiver by Mega Products Limited of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
13.7. If any provision of this Agreement is held by any court of other competent authority to be invalid or unenforceable in whole or in part the other provisions of this Agreement and the remainder of the affected provision shall continue to be valid.
13.8. The rights of Mega Products Limited under this Agreement are cumulative and in addition to any other right or remedy available to it at law or in equity.
13.9. This Agreement shall be subject to and interpreted in accordance with English law and each party agrees to submit to the non-exclusive jurisdiction of the English courts.
Mega Products Limited. Tel: +44(0)870 931 1060 VoIP: 9309880 Fax: +44(0)871 224 7891