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Terms and Conditions
of the wordservertm Service Agreement
Thank you for choosing wordserver. Please read these terms and conditions carefully. When purchasing, and using wordserver software and related services from astutech ltd, you are entering into a contract that binds you and us in various ways. We believe that the obligations between you and us should be clear, concise and fair.
Applicable Law
These Terms and Conditions shall be governed by, and construed exclusively in accordance with English law. Any dispute arising under these Terms and Conditions shall be subject to the exclusive jurisdiction of the English courts and, by purchasing any wordserver software licence you hereby submit to and waive any objections to the jurisdiction of such courts.
wordserver Subscriber Service Agreement
This agreement was last updated on 5th January 2011
Introduction
wordserver is the trade name for astutech's online website design and content management software written, designed, and maintained by astutech ltd.
The purpose of the software is to enable the Subscriber to design, manage and maintain a single website without the requirement for specialist web skills.
You, your company, partnership or other entity, the 'Subscriber', has undertaken to utilise the system for the construction and maintenance of one website for each accepted licence application.
It is agreed that:
These terms and conditions form the Agreement between astutech ltd and the Subscriber.
1. Definitions and Interpretation
1.1 By placing an order You, the Subscriber, agree to be bound by the terms and conditions of this Agreement.
1.2 In these terms and conditions (unless the context otherwise requires):
'Order' refers to any request by the Subscriber to purchase a wordserver software licence and or products and services supplied by astutech ltd or one of it agents.
'Online Order' refers to the purchase of wordserver using a credit/debit card or PayPal account via any astutech website.
The 'Contract' or 'Agreement' refers to these terms and conditions and any other document that relates to the contract between you and us for the provision of the Services.
'Commencement Date' refers to the date on which account activation takes place and payment for set-up, including the first Subscription Period charge, becomes due.
'Cancellation Notice' refers to the period of time that we require from you to terminate this agreement.
'Renewal date' refers to the anniversary of the Commencement Date when the subscription renewal payment is due.
'We', 'Us' and 'Our' refers to astutech ltd of 26 Taylor Avenue, Norwich, NR4 6XY (registered office), registered in England under company number 3817041.
'Subscriber' refers to You, whether an individual, company, or organisation, who has entered into this agreement to purchase the latest version of wordserver with the purpose to use the software to produce and or to maintain your website for publication on the World Wide Web.
'User' refers to You, the Subscriber, or an agent or representative of You to whom You have granted access to the system. All Users must agree to these terms and conditions before using the software, and by granting access to a User, the Subscriber and the User therefore consent to be bound by this agreement.
'Visitor' or 'Visitors' refers to independent third parties accessing the Subscriber's Website on the Internet using website browser software.
'You' or 'Your' refers to the Subscriber or Users to whom you have granted access.
'Agent' refers to authorised representatives of astutech ltd that offer or provide the Service or any related service to you.
'Website', 'User Website' or 'Subscriber's Website' refers to the website owned by the Subscriber that is maintained using the wordserver software and administration system.
The 'Subscription Period' is for one year (12 months) from the Commencement or Renewal date.
The 'Notice Period' to terminate this agreement is a minimum of 30 days before the Renewal date.
'Service' or 'Services' refers to the provision of the Software, Hosting, ISP products and other products and services provided by astutech for the purpose of maintaining or developing your website.
'Software' refers to the website design and content management system that is held on our servers for the purpose of providing the Service including the administration system and database(s).
'ISP products' refers to all related products and services provided by us for the purpose of hosting, monitoring, and maintaining your website including but limited to: Domain name registration and renewal; live online statistical analysis software; email virus scanning, personal email control panel; graphics optimisation and editing software; and hosting of these products.
'User Domain Name' refers to the domain name selected by You for use as Your hosted website URL. During the set-up process, you are asked to verify your chosen external domain name. This can be either a domain name owned by You that you have authorised us to transfer to our servers, or one that has been chosen by You and is to be registered for You by astutech at additional cost to You subject to availability.
'Administration System' refers to the online administration screens that are used to build and edit the User Website, or to access and edit Subscriber account information.
"Designated email address" means the email address provided by You for all communications in connection with this service, including but not limited to supply of username and password, reminder of password, renewal notices and product updates. It is the responsibility of the user to ensure all such details remain safe.
'Customer ID' is a unique customer identifier that will be assigned to your account. For security purposes you must use this in all correspondence with us.
"Prohibited Material" includes but is not limited to the following:
(a) content which is defamatory, libellous, obscene, pornographic, offensive, racist, sexist, illegal, criminal or unduly disparaging to any individual, business, country, religious group or other entity, or is otherwise offensive in any way so as to create the possibility of legal, commercial, religious, or political problems;
(b) material that is otherwise inappropriate or harmful to minors;
(c) data knowingly containing any computer software viruses or other programs designed to destroy, interrupt or limit the functionality of computer hardware, software or telecommunications equipment;
(d) content that is deliberately inaccurate, incomplete, outdated or misleading or is likely to lead to confusion or misunderstanding amongst visitors to the Website or source material referred to by the Subscriber or User within the Webite; or
(e) any material that astutech may deem inappropriate, at its sole discretion;
(f) the material used must not infringe the rights of third parties, especially no patent, authorial or copyright material, brand or other commercial property rights or general personal rights;
(g) email sent repeatedly without the express, previous permission of the recipient of the email (spam emails).
(f) Zip files, EXE (programme) files and MP3 (music) files are not permitted.
'Source Code' refers to the HTML, programming scripts and other source page code that is created using the software.
1.3 This Agreement relates to a single wordserver licence. The licence and Website is limited to use on one User Domain only. A separate licence must be accepted and relevant payment made for each separate website required. Discounts are available for multiple purchases.
1.4 Headings and sub-headings in this Agreement are for convenience only and do not affect its construction.
1.5 Reference to a Clause is to a clause in this User Agreement or the Referral Programme service agreement.
2. Domain names
2.1 On receipt of your Order, we will begin the process to activate your account including domain name registration, or domain name transfer, or DNS server changes, whichever is applicable.
2.2 If the Subscriber has a User Domain Name to transfer, we will endeavour to process this and enable it for use on our server with wordserver in the shortest possible time. However, we cannot be responsible for delays caused by third parties or other circumstances beyond our control. Some contact by email or telephone may be necessary to complete the transfer.
2.3 The Subscriber will need to authorise, or arrange authorisation for the transfer of the domain name and will be responsible for costs, if any, charged by the ISP, registration authority or other organisation holding the name before the transfer.
2.4 New User Domain Names submitted for registration will usually be available for use within 2 working days. We cannot be held responsible for delays caused by third parties such as the registration authorities or agents.
2.5 When a new or transferred User Domain Name becomes active, the account will be setup and activated and You will be notified by email with your unique secure login details. The activation date is the same as the Commencement Date.
2.6 In the case of a Termination of this agreement by either party, Domain Names can be released for transfer on request without charge provided all Subscriber Account payments are cleared at the time of transfer.
2.7 In the event that any part of Your account with Us remains outstanding when a Domain Name transfer request is received, We reserve the right to refuse transfer until payment is made in full.
2.8 All Domain Name registrations and subscriptions to further services including but not restricted to Live Statistics, Email Virus Scanning or Email Control Panel, must be paid for at the time they are requested, and then at least 30 days in advance of each renewal date.
3. Usernames, passwords and security
3.1 During the order process the Subscriber will be supplied with a Username for their use when accessing the administration systems.
3.2 The order process will require the Subscriber to specify an Email Address that can be used by us to supply a Password to allow you to login to the Administration System when the account is activated. You should ensure that the emails sent to the email address provided for this purpose will only be seen by people authorised to access your wordserver account. The passwords will be required for access along with your chosen Username. The password will be generated by Us during registration/set-up and may only be supplied via email once a relevant payment has been cleared and the chosen design (where applicable) is set-up.
3.3 The Account Details section in the administration system will enable the Subscriber to change their Password to be more relevant and memorable. Passwords must be at least six (and preferably 8 or more) characters in length numbers, letters or combination of both.
3.4 All User Names and Passwords will be kept confidential by Us and must also be kept confidential by You and all Users granted permission by You to use the system.
3.5 We will reasonably endeavour to ensure the security of the Subscriber Website and prevent access from anyone other than persons in possession of a valid username and password. We cannot accept liability for any failure by You or anyone granted access by You to keep the login information secure, or for any breach of security caused by third party hacking or other means of unauthorised access to any part of the wordserver system, that could not have been reasonably prevented by adequate security measures taken by Us. We shall otherwise be responsible for security of the wordserver system.
4. Provision and Availability of Service
4.1 The software, services, tools and administration system shall be provided by Us as set out in these terms and conditions.
4.2 We will endeavour to ensure that the wordserver Administration System is available for Subscriber access at all times, excluding only scheduled periods of essential System maintenance, where such maintenance is reasonably necessary, and where the scheduling of that maintenance is notified to You in advance.
4.3 Notification of scheduled maintenance will be by email to the Subscriber's designated email address.
4.4 However, astutech's guarantee of service will be limited to 99% availability and cannot be held responsible for any access failure beyond its control, such as the acts or omissions of third parties, telecommunications failures or force majeure.
4.5 It may be necessary in certain circumstances to carry out emergency unscheduled maintenance without prior notice. astutech ltd accepts no liability for such circumstances where the cause is beyond its reasonable control as outlined in clause 4.4.
4.6 If in the unlikely event that the Administration System is inaccessible for longer than is reasonably acceptable, or should We not meet Our obligations as set out in Clause 4, a discretionary credit will applied to Your account for each separate occasion to a maximum of one years subscription in any 12 month period. Credits will be used to offset future upgrade or subscription charges and must be formerly claimed by the Subscriber.
4.7. The Provision of Service includes any Affiliate Referral Programme(s).
4.8. The maximum for credits applied under Clauses 4.6 or 6.5 or both will be the equivalent to a one year subscription at your normal rate.
5 Limitation of Service
5.1 All Users will be required to have Internet Explorer 5.5+ installed on their PC's in order to access and operate the administration system. This is due to technical requirements of the service that are not available in earlier versions of the Browser or in other Browsers such as Firefox, Safari or Google Chrome.
5.2 The live version of the Subscriber Website is not affected by the browser type but is compatible with all well-known current browsers and older browsers at least to IE4 and Netscape 4 and older versions of Firefox, Safari and Google Chrome. While every reasonable effort is made to ensure compatibility with all browsers some minor variation in display is possible with some settings.
5.3 Where any variation between browser display is present and notified to us, We will endeavour to resolve the problem in reasonable time, but accept no liability where we are unable to resolve it due to technical differences between Browsers or any other third party software.
5.4 Internet Explorer 5.5 is not available for the Apple Macintosh Operating System and therefore users of such equipment will not be able to use the Administration System of wordserver as outlined in clause 5.1. It is possible to set-up Microsoft operating systmes on Mac equipment and this must be thr responsibility of the Subscriber.
5.5 The live version of the Subscriber Website is compatible with browsers on the Apple Macintosh operating system with the same restrictions as outlined in clause 5.2 and 5.3. In addition astutech accepts no liability for further variations that cannot be resolved due to technical differences between PC's and Apple Macintosh equipment.
6. Hosting of Subscriber Website
6.1 We will endeavour to ensure that the Subscriber Website is available for public access at all times, excluding only scheduled periods of essential system maintenance, where such maintenance is reasonably necessary, and where the scheduling of that maintenance is notified to You in advance.
6.2 Notification of scheduled maintenance will be by email to the Subscriber's designated email address.
6.3 However, Our guarantee of service will be limited to 99% availability and cannot be held responsible for any access failure beyond its control, such as the acts or omissions of third parties, telecommunications failures, or force majeure.
6.4 It may be necessary in certain circumstances to carry out emergency unscheduled maintenance without prior notice. astutech ltd accepts no liability for such circumstances where the cause is beyond its reasonable control as outlined in clause 6.3
6.5 If in the unlikely event that the Webite is inaccessible for longer than is reasonably acceptable, or should We not meet Our obligations as set out in Clause 6, a discretionary credit will applied to Your account for each separate occasion to a maximum of one years subscription in any 12 month period. Credits will be used to offset future upgrade or subscription charges and must be formerly claimed by the Subscriber.
6.6 Where this affects both the admin area (clause 4) and the Subscriber Website during the same period, the credit will be applied once only.
6.7 The maximum for credits applied under Clauses 4.6 or 6.5 or both will be the equivalent to a one year subscription at your normal rate.
7 Hosting and storage limits
7.1 The maximum allowable hosting capacity is a total of 50 Mb per Subscriber Website separated into 25 Mb for file uploads and 25 Mb for graphics uploads. The level of usage can notified to You on request. Further capacity can be leased from Us at any time, payable in advance, pro rata, to run consecutively with this licence.
7.2 The Website may not be used for the purpose of storage of any data that is unrelated to the Website.
7.3 All data files must be in active use except where the files are being prepared for use on the Website or where they are temporarily suspended prior to being re-activated. The period of inactivity in these cases is limited to 30 days.
7.4 Any application for a longer period of hosting for inactive data or files must be made in writing to Us and we will consider each case separately.
8. Fees and Payment
8.1 All initial payments must be made by one of three methods:
1. online using a credit/debit card or PayPal account
2. by cheque made payable to astutech ltd (and sent to 26 Taylor Avenue, Norwich,
NR4 6XY)
3. by electronic bank transfer (details will be supplied on your invoice sent by email).
All payments must be cleared before the set-up process can begin.
8.2 Set-up will commence from the receipt of the appropriate cleared funds and when confirmation is received that your chosen domain is available for use on our servers by either the transfer, nameserver (DNS) change or new purchase method as agreed.
8.3 On completion of the set-up process you will receive a Confirmation Email to your designated email address with your Username and your new Password. Your website Software will be ready to use.
8.4 To receive your Confirmation Email and activate your account, payment must be received for the following products or services:
a) The standard set-up fee,
b) Your chosen design template (if applicable)
b) Hosting for year one (the first subscription period), and
c) All selected ISP services including domain name registration
Domain name transfers are provided free at our discretion.
8.5 All other services supplied by us, such as design work, must be paid for on completion and before your website may go live. We reserve the right to request a 50% advance payment for some work.
8.6 From 45 days before the end of each Subscription Period for which you have made a payment, we will notify you via your designated email address or via the administration login screen, or both, that a new Subscription Payment will be due on the Renewal Date. You will have the option to pay by credit/debit card online, by cheque or bank transfer. You must ensure the balance required is received and cleared by us on or before the renewal date.
8.7 Following account activation, payments for additional products and services, upgrades or renewals may be made in part or in full using credits from your Referral Balance, if such credits are available and if certain conditions set out in Part 2 are met. If the Referral Balance is less than the total amount payable you must pay the balance using one of the methods listed in 8.4.
8.8 Should any or part of any payment due by the Renewal Date not be complete on the Renewal Date, the Subscriber will be notified at the Designated Email Address that payment must be completed within 7 days of the Renewal Date. If payment is still not received the website may be withdrawn from public view and maintained for a maximum period of 21 days offline until payment is received. All reasonable efforts will be taken to contact You to ensure continuity of service during this time. Thereafter astutech reserve the right to terminate this agreement and remove all files from our servers without further notice.
8.9 astutech will not be able to release domain names for transfer until all payments are cleared.
8.10 We will endeavour to make all our charges, renewals, and payment information as clear and precise as possible and all prices will be published on our website or notified to you in advance. By accepting this Licence you agree to accept all published charges that apply to your account.
8.11 All charges are subject to VAT. VAT invoices will be supplied by email to the Subscriber's designated email address or posted to your address via Royal Mail.
9 Content and Editorial Control
9.1 astutech reserve the right to remove content from the Subscriber's Website without notice at its sole discretion if in astutech's opinion the Website contains Prohibited Material. If such action is taken, astutech will notify the Subscriber and explain the decision.
10 Promotion of wordserver Software
10.1 The Subscriber agrees to the automated placement of the wordserver logo with a link to wordserver.co.uk on each page of the Website for the purpose of promoting wordserver software.
10.2 You agree that astutech ltd may use your website, its design and content in promotional material to promote wordserver and astutech products and services without restriction.
10.3 astutech will comply with Clause 11 below and ensure all data collected is used for internal purposes only and no information will be passed to third parties whatsoever except in respect of a legal or statutory requirement placed upon us to do so (see clause 12.1(c)).
11 Privacy and Data Protection
astutech ltd and the Subscriber each acknowledge and shall be responsible for ensuring their own compliance with the UK Data Protection Acts 1998 or subsequent UK legislation.
12 Use of your personal data and information
12.1 We and our staff or our agents may use any information you provide to us or we hold about you to:
(a) assist us in the provision of the Service to you.
(b) contact you with information about service upgrades, or other products and services offered by us or our agents. We will not contact you in this way if you indicate that you do not wish for us to do so.
(c) carry out a process or disclosure connected with a legal, government or regulatory requirement on us to do so.
(d) carry out processes connected with the day to day operation of our business including but not limited to maintenance, training, systems monitoring, quality control or in connection to a transfer of our business in respect of which you are a customer or potential customer
12.2 If you would like us to confirm what information we hold about you please write to: Ref. Data Protection, astutech ltd, 26 Taylor Avenue, Norwich, NR4 6XY or email us (dataprotection@astutech.com) quoting your full name or business name, postal address, and your customer ID. We may charge an administration fee of up to £10. You may also telephone or email us to correct or amend any information that we hold about you.
12.3 If you wish for us to stop using your personal data to carry out the purpose set out in 12.1 (b) please contact us by email (wsmailings@astutech.com) or by writing to: Ref. wordserver mailings, astutech ltd, 26 Taylor Avenue, Norwich, NR4 6XY.
13 Intellectual Property Rights
13.1 You (The Subscriber) are responsible for ensuring that the material used on Your Website does not infringe the intellectual property rights of any other party. You must own the copyright or have permission from the copyright owner for all material published on your Website.
13.2 You will keep astutech fully indemnified against all reasonable costs, claims, expenses, judgements and liabilities suffered by astutech howsoever arising through infringement of third party intellectual property rights in any software or other material you have combined with the wordserver software when astutech is performing its obligations in accordance with this Agreement.
13.3 All intellectual property rights or any equivalent rights of any nature created during the Provision of Service are the property of astutech. You hereby assign all right, title and interest in all such intellectual property rights to astutech.
13.4 Nothing in this Agreement shall prevent or restrict astutech from using and exploiting any intellectual property rights, techniques, tools, ideas or know-how created, used or developed during the Provision of Service for any purpose whatsoever.
14 Copyright of Source Code and Design
14.1 All Source Code associated with the software additional software developments and the Website remains the property of astutech at all times. No copying or reproduction, in part or whole, of the Source Code is permitted during the licence period or any time after the termination of the agreement.
14.2 The software is available for use in conjunction with the Subscriber website only and the output (the Website pages) may not copied, captured or disassembled for use in any other way except for the purpose of promoting your wordserver website via printed copy, textual links via the Internet or linked static graphical representations of the site.
14.3 The Website is produced by wordserver software under licence and as such cannot be transferred by you to another service provider.
14.4 By selecting a design template during set-up or later changing or adding a new design template you are buying a licence to use that design or designs for the life of the agreement. The copyright of all design templates will remain the property of astutech ltd and we may assign the same design to one or more other Subscribers without restriction.
15 Confidentiality
The Subscriber and all Users agree to treat all data, advice and any information supplied as part of this agreement in the strictest confidence at all times and respect design and intellectual copyright of astutech ltd and other wordserver Subscribers.
16 Multiple registrations
16.1 Subscribers may order one or more wordserver licences and in each case a set-up fee, annual hosting fee and charges for additional services (where applicable: see clause 8 Fees and Payment) will be payable.
16.2 The full set-up fee will be payable for the first registration and all subsequent registrations will qualify for a discount (currently £50 exc. VAT). A new application will be required for each new registration.
16.4 Existing Subscribers may register for one or more additional user licences via telephone (01603 666073), or email (sales@wordserver.co.uk). The set-up fee for existing customers will be reduced by the equivalent discount for each new registration and will be shown on your invoice.
17 Term and Termination
17.1 This Agreement shall commence upon your indication that you have accepted this agreement by placing an order via a form on our website, or by post, or by email, or otherwise in writing or verbally by telephone or otherwise verbally, and shall continue unless terminated in accordance with the terms and conditions of this agreement.
17.2 The standard term for each subscription period is 12 months and the notice period to terminate this agreement is a minimum of 30 days before the renewal date.
17.3 We may terminate this agreement if you do not comply with its terms and conditions.
17.4 You may terminate this agreement outside of the notice period if we are unable to meet our obligations in the terms and conditions and we can be reasonably deemed to be at fault for the failure of service.
17.5 No refunds can be made in the event of a termination of this agreement for any part of the service including the set-up fee, hosting, provision of ISP products, design work or any other service or product provided by astutech.
18 Consequences of Termination
18.1 Termination of this agreement by either party will lead to the following:
(i) The Subscriber's Website will be removed from public view and held inactive on our servers until the usual annual Renewal Date. The Subscriber may apply to reactivate the Website at any time during this period and will be liable for the annual hosting and service fee from the Renewal Date. A nominal one-off reconnection fee of £25 + VAT will be required before the service resumes.
(ii) If no request to continue the service is received, the Website and all associated files on our servers will be deleted on the Renewal Date. However, the Subscriber may request in advance of the Renewal Date that the website is held inactive for longer and the normal annual hosting and service fee will be payable in advance for each whole or part year that the website is inactive. The Subscriber may apply to reactivate the Website at any time during this period and a nominal one-off reconnection fee of £25 + VAT will be required before the service is resumed.
(iii) While the Website is inactive as described in (i) and (ii) above, astutech's responsibility will be restricted to the safe storage of the Website and its related files. No other part of this Agreement will be applicable until the Service is resumed.
(iv) Any credit balances over £100 after all relevant fees are cleared (where applicable) will be paid 30 days after Termination Date.
(v) Referral balances up to £100 will be paid on the Renewal Date if the account is to be deleted. If the account is to remain on our servers at the request of the Subscriber, Referral balances will be used to continue crediting annual hosting until the account is permanently deleted or the balance is reduced to zero. After which any remaining fees will be payable by the subscriber.
(vi) In the event that there are outstanding commissions, the method of credit will be by cheque or refunded via PayPal.
19 Liability
19.1 Nothing in these terms shall exclude or limit our liability for death or personal injury caused by our negligence or that of our agents, or any liability arising under Part I of the Consumer Protection Act 1987.
19.2 Nothing in this agreement shall impose any liability on us in respect of non-performance of service that are not performed in accordance with the Agreement where such non-performance is directly or indirectly due to your acts, omissions, negligence or default.
19.3 Neither astutech or any Agent of astutech shall be liable for any loss that is not reasonably foreseeable nor any loss calculated by reference to profits, income, or business or loss of such profits, income or default.
19.4 We agree that we shall be liable to you in accordance with clauses 4 and 6 above if the System or Website respectively is unavailable for 1% or more in any 12 month period and that such availability is due to our fault. For each day that is so affected our liability shall be limited to the equivalent service charge incurred by you of one day. Such liability will be paid by us as a credit against your future charges.
19.5 The aggregate liability of us or our Agent (whether in contract or for negligence or breach of statutory duty or otherwise howsoever) to you for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstance shall exceed your normal 12 months subscrition fees for any one incident or series of related incidents.
20 Transfer of service
20.1 We reserve the right to assign, sub-contract or transfer the whole or part of the contract at any time. We will contact you in such circumstances and explain our decision.
20.2 Should you wish to transfer your website to a third party hosting company, you may only transfer the static pages of your site and will lose access to the administration system. A fee for release of copyright will be charged based on the total period of your subscription. Additionally a transfer fee will be charged to prepare your pages for transfer to your chosen provider.
20.3 The fee to extend your single user copyright for non-exclusive design templates for life is £250 + VAT. No tranfer of such licence will be permitted.
20.4. The transfer fee for preparation of your pages is a minimum of £100 + VAT and the total depends on the number of pages to transfer.
21 General
21.1 We may change these terms and conditions at any time. All changes will be published on our website currently located at www.wordserver.co.uk. Where any such change may disadvantage you or result in an increase in charges or a significant change in the provision of service we will bring the specific change to your attention.
21.2 These terms and conditions represent the whole contract set out between you and us for the provision of the Service and supersedes any previous agreements, contracts and understandings between us.
21.3 If any specific clause in this contract shall be held to be invalid or shall not apply to the Contract all other clauses shall continue to apply in full force and effect. |
