Terms & Conditions

1) THIS AGREEMENT
a. These terms and conditions together with the Service Definition and the Privacy Policy expressly referred to in this Agreement contain the entire Agreement between Oscel Technologies Ltd ('Oscel / us / we’) and the Customer (‘you’). It supersedes any previous Agreements or arrangements, undertakings or
proposals, written or oral. No change to it can apply unless it is in writing and is signed by one of our Directors and someone authorised by you.

b. Under this Agreement, we agree to provide you with the products and services set out in the Service Definition, which include, as applicable, Booking Systems, Intranet, Website construction; Hosting; E-mail and Domain Name Registration (the ‘Services’), and you agree to make payments according to the terms of this Agreement. We reserve the right to decline any order in our sole discretion.

c. The minimum term in respect of the provision of the Services (the “Initial Term”) shall, unless otherwise stated be 12 months. After the Initial Term this Agreement shall, unless terminated in accordance with clause 13 be renewed annually for further periods of 12 months (each a ‘Renewed Term’).

d. You represent and warrant to us that you will use the Services only in the ordinary course of your business and not as a consumer.

e. The Services are directed at use by businesses in England, Scotland, Wales and Northern Ireland.

f. If we do not, at any time, enforce any of our rights under this Agreement, we do not give up any of those rights.

g. If you are a partnership of two or more persons, you will be liable for payments individually and together.

h. If any provision of this Agreement is held by a court of competent authority to be unenforceable or illegal, the remaining provisions shall remain in full force and effect.

2) PAYMENTS
a. The payments that you must make under this Agreement are set out in the Service Definition.

b. Your Initial Payment is not refundable in all circumstances, including termination by you or us of this Agreement for whatever reason, howsoever arising.

c. Unless agreed with us in writing, the following may not be exceeded, the data transfer allowance per booking system, website or email accounts per domain per calendar month. The data transfer allowance is specified within your Service Definition. If any of the above figures are exceeded, we will have the right to charge you an additional payment and possibly migrate your package to more appropriate infrastructure.

d. Any Initial Payment is due with the placing of your order with us and any Initial Payment Balance plus first Quarterly Payment is due when the package goes live, when paying by credit card. Subsequent Quarterly Payments will be due at 3 monthly intervals from this date.
If payment is by cheque or BACS then hosting and support costs will be annual unless agreed separately.

e. It is a vital condition of this Agreement that each and every payment is made in full, on time and in Pounds Sterling. You must continue to make the payments even if there is any interruption or any other difficulty with the Services.
f. If payments are not made on time, we have the right to suspend, withdraw or terminate the Service without any prior notice to you.
g. If any direct debits are rejected by your bank, any credit card payments are charged back or any cheques are returned unpaid, (in either case, whether on your instructions or not), each rejection will incur a £20 administrative charge.
h. You will be responsible for any costs incurred by us in recovering monies you owe us which are overdue and we reserve the right to charge you interest at the rate of 1% per month, calculated daily, based upon all such overdue amounts until the time of payment.
i. The right of set-off is strictly excluded.

3) CUSTOMER SUPPORT
We will provide you with technical support relating to the Services provided by us by telephone during normal working hours (8.30am to 5.30pm.) Our technical hotline number is 0208 1500 892 and is charged at standard national call rates.

4) SERVICES
a. You acknowledge that you are fully responsible for the use that you make
of the Services, and the results that you obtain from that use.
b. We will use all reasonable endeavours to ensure that your website is available
as quickly as possible, but we do not guarantee its availability within any
particular time period.
c. You must provide us with such information as we may require to enable us
to complete your Website within the agreed timescale for the receipt of that
information. If you fail to provide it within a reasonable period, you must
still make the payments due under this Agreement.
d. If we have developed a Service for you you must check that it meets your original specification. If it does not, you must inform us, by first class post, e-mail or fax, within 7 days of our delivery of the Service to you. If you do not bring alterations to our attention, then you will be deemed to have accepted the Service as presented.
e. Any structural amendment to the Services (other than updateable pages or
databases) developed by us may only be made by us and will be charged
for at agreed rates. We reserve the right to charge you for any additional
investigative or rectification work arising from your making or attempting
to make any structural alterations.
f. We grant to you a non-exclusive, non-transferable and restricted licence to
use the Services for the Initial Term and any Renewed Term(s).
g. All intellectual property rights we, or our licensors, hold in any software;
documentation, graphics, logos, photographs, and other similar material we provide to you in
connection with the Services will remain our property or that of our licensors.
Permission is granted to print off hard copy portions of the website, but any
other use without our prior written consent is strictly prohibited.
h. Title to the design of a given Website will only pass to you if it is a bespoke design created exclusively for you, and we expressly advise that title will pass to you. For the avoidance of doubt a standard template where the colours and fonts are changed does not constitute a bespoke design.

i. From time to time, we may alter the form of all or part of the Services. We
will use all reasonable endeavours to ensure that the overall quality and
quantity of the Services remain essentially of the same nature.
j. We do not warrant that the provision of the Services (including, for the
avoidance of doubt, access to the Internet) will be continuous, error-free
or meet your requirements.
k. We reserve the right to interrupt the Services for the purpose of repair,
upgrade or maintenance or to vary the technical specification of the
Services for operational reasons.
l. If we agree to transfer the hosting and maintenance of your Website to
another service provider, for any reason, you acknowledge that the same
level of functionality may not be achieved post-transfer.

5) DOMAIN NAMES
a. We may refuse to register and / or to provide other Services in respect of
any domain name that we consider to infringe any third party’s intellectual
property rights, rights of privacy, publicity or any other rights whatsoever,
or to be obscene, libelous, defamatory or in any other way unlawful.
b. We will use all reasonable endeavours to ensure that any acceptable domain
name you request is successfully registered on your behalf, but we do not
warrant that any application will be successful. If we are unable to register
any domain name you request, we will ask you for an alternative.
c. You must inform us, by e-mail or fax, within 24 hours of your becoming aware
that any error has been made in the form or registration of a domain name.
d. Domain name renewal fees may be payable by you in the Initial Term and /
or in any Renewed Term. If you do not pay renewal fees when we request
payment from you, your domain name will not be renewed and we will no
longer be able to provide the Services to you. This will constitute a material
breach of the Agreement on your part, entitling us to bring the Agreement
to an end.
e. If this Agreement comes to an end, for any reason, our obligation to provide
the Services will come to an end. We will not be responsible for the renewal
of any domain name registered on your behalf after that time. We will not
release any domain name we have registered for you until we have received
payment in full for all of the Services.
f. We may suspend, cancel or transfer a domain name registration if we receive
notice of a court order or arbitration award requiring such suspension,
cancellation or transfer.

6) USEAGE OF THE INTERNET
a. You may not in any circumstances do any of the following within your provided Service:-
(i) publish or distribute material that is defamatory, unlawful, objectionable,
obscene or in breach of confidence or privacy;
(ii) harass, threaten, stalk or abuse others or otherwise violate their legal
rights or behave in a manner that causes annoyance or inconvenience;
(iii) send or receive material protected by intellectual property laws or any
other laws unless you own those rights or have received all necessary
consents;
(iv) send material containing viruses or any corrupted data;
(v) post chain letters or pyramid schemes;
(vi) send any electronic message with the intention or result of affecting
the performance or function of any computer facilities; or
(vii) act in any manner contrary to applicable law or regulation, including but
not limited to the acceptable use and anti-spam policies of connected
networks.
b. We reserve the right (but do not take on the obligation) to monitor use
of the website and to remove anything contained in it for any reasons
without notice.

7) THIRD PARTY SERVICES
a. You understand and agree that where a service is identified in the Customer
Agreement as a ‘Third Party Service’, or where you have been informed or
where it is evident that any part of the Services are provided to you by a
third party, (together, ‘Third Party Services’), you must comply with the
relevant third party’s authorisation procedure, conditions of use and terms
of business.
b. You acknowledge that we do not warrant or represent any quality, term,
condition or warranty as to the format, functionality or features of:-
(i) any Third Party Services; or
(ii) any other services provided by third parties that are included in any
promotional material provided by us.
This being the case, we cannot be held responsible for the actions or omissions
of any third party provider of services to you and you must ensure that you
obtain any assurances you require directly from them.

8) WARRANTIES
The express terms of this Agreement are in lieu of all other warranties, terms
and conditions, express or implied, which are excluded to the fullest extent
permitted by law. Without prejudice to the generality of the foregoing, we
disclaim all responsibility for any information, material, software, advice,
material or goods and services obtained from the Internet and any acts or
omissions of providers of third party services, (as described at clause 7 above).

9) EXCLUSIONS
a. Nothing in this Agreement shall be construed so as to exclude our liability in
respect of injury or death to any person resulting from our negligent act or
omission or the negligent act or omission of our employees or agents.
b. Subject to sub-clause c. below, our liability to you caused by:
(i) our negligent act or omission or the negligent act or omission of our
employees or agents; or
(ii) breach of contract,
shall be limited to direct damages of an amount equal to the aggregate of
the total sums received by us from you under this Agreement, from the time
of its commencement to the date of notice to us of the alleged breach.
c. We will not in any circumstances be liable to you for any:-
(i) loss of profits, business, or anticipated savings or for any indirect or
consequential loss or damage, howsoever arising. These losses include
those incurred as a result of service or systems failure, including domain
name system failure, server failure, access delays or interruptions, data
non-delivery or misdelivery, breaches of security or unauthorised use of
the Website or any damage arising from “hacking” or otherwise, even if
we have been advised of the potential for such damage or loss and even
if we may reasonably foresee the possibility of such damage or loss; or
(ii) loss or the failure to perform any obligation under this Agreement to the
extent that any such loss or failure to perform is due to circumstances
beyond our control.
d. You and we expressly exclude any rights of third parties who may otherwise
be entitled to enforce the terms of this Agreement as if they were a party to
it or otherwise rely on the provisions of the Contracts (Rights of Third Parties)
Act 1999, as enacted or modified, from time to time.

10) YOUR FURTHER OBLIGATIONS
You:
a. will give us any assistance we require in providing the Services to you;
b. warrant and undertake to us that you have all necessary legal rights in all
information, design, data, graphics, you use or provide to us to use for
inclusion on the Website (the ‘Content’) and that the Content and your
domain name(s) do not infringe any third party’s intellectual property rights,
rights of privacy, publicity or any other rights whatsoever and is not obscene,
libelous, defamatory or in any other way unlawful;
c. will be responsible for the accuracy and completeness of the Content and for
ensuring that it is useable by us in the construction of your Website;
d. acknowledge that if we are unable to complete your Website as a result of
your failure to comply with the provisions set out above concerning Content,
Quarterly Payments will remain due from you;
e. will notify us by e-mail or fax of any defects in the Service within 24 hrs of
your becoming aware of it;
f. will not resell, amend, decompile, disassemble or reverse engineer any software
created by us without our written consent;
g. are responsible for the security and proper use of any passwords and / or
identifiers which are issued to you and must take all reasonable steps to keep
the same confidential and not to disclose it to unauthorised people; you must
inform us by e-mail or fax within 24 hours of your having reason to believe
that a breach of your security, passwords and / or identifiers has
or may have occurred;
h. will keep back-ups of your material (including e-mails) and of all your data
and you will be responsible for the restoration of any material or data which
is lost, spoiled, or inaccessible;
i. will be responsible for complying with all relevant legal and statutory
requirements relevant to using and / or trading over the Website and
understand that your use of the Internet is at your own risk;
j. will provide us with your up-to-date contact and banking details, from
time to time;
k. will not transfer or assign this Agreement to someone else without our
written consent.

11) INDEMNITY
You agree to indemnify us, our officers, partners and agents from and against
all actions, demands, costs, losses, liability, expenses and claims (‘Claims’)
we may sustain or which may be brought against us that arise from your
breach of this Agreement, your use or misuse of the Services, or as a result of
your infringing (innocently or knowingly) third party rights.

12) DEFAULT
We may terminate this agreement by notice in writing to you if:
(i) you commit a material breach of this Agreement and fail to remedy
it within 14 days of service of a written notice from us, specifying the
breach, requiring its remedy and referring to our right to terminate
this Agreement in the event of default; or,
(ii) you have a receiver appointed over any of your assets, become insolvent
or are, in our opinion, unable to pay your debts; or,
(iii) you cease to trade or your partnership is dissolved.
If we end the Agreement, the provisions of clause 14 below will apply.

13) ENDING THE AGREEMENT
a. You may terminate the Agreement at the end of any Renewed Term by giving
us at least three months’ notice in writing, such notice to expire at the end of
the Renewed Term.
b. You may end the Initial Term in its entirety at any time but you must give us
at least 3 months’ notice in writing, such notice to expire at the end of the
Initial Term.

14) CONSEQUENCES OF ENDING THE AGREEMENT
If this Agreement is brought to an end by us under clause 12, above, or by
you under clause 13. above:-
(i) all sums to be paid to us under this Agreement will become immediately
due and payable, (for the avoidance of doubt, this will include all
payments that would have been paid by you to us as if the Agreement
had continued for the full Initial Term and any outstanding or other sums
due to us at the date this Agreement is brought to an end), and
(ii) you will cease to be entitled to use the Services.
We will provide a copy of all your data held on our systems at the time of termination. We will not be responsible for transforming the data into any other format or structure except that provided by our systems.

15) NOTICES
We will give notices to you by e-mail or first class post. Any notices sent by
first class post will be deemed served 2 days after posting.

16) GOVERNING LAW
English law governs this Agreement. Any dispute as to the provision of the
Services or as to this Agreement will be subject to the jurisdiction of the
English courts.