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Terms and Conditions

 

Webage Ltd General Terms & Conditions of Business

1. DEFINITIONS

1.1 ‘Company’ means the customer placing an order for goods or services with Webage Ltd.

1.2 Webage Ltd means Web Age Ltd, its trading divisions, subsidiary or associated companies.

1.3 Goods means all equipment, software or services which are subject to the Company’s order which are to be supplied to the Company by Webage Ltd under these Conditions.

2. ORDERS

2.1 There shall be no binding agreement between the Company and Webage Ltd until the Company’s order has been accepted in writing by Webage Ltd. Any prior indications by Webage Ltd made verbally shall be provisional only.

2.2 All orders must be placed using the standard format specified by Webage Ltd and request delivery up to 90 days of the order issue date. Orders must in any event comply with the prevailing Webage Ltd ordering procedures.

2.3 All orders are accepted subject to the availability of Goods and to these Conditions. No terms or conditions put forward by the Company shall be binding on Webage Ltd.

2.4 The Company accepts that these Conditions and any specific details stated on its accepted order constitute the entire understanding between the parties and supersede any prior promise, representation, undertaking or understanding of any kind.

2.5 If the Company requests a change or cancellation of an order Webage Ltd reserves the right to reject the change or cancellation or accept it and charge 5% of the order value.

2.6 No cancellation will be accepted in respect of orders for items not normally stocked by Webage Ltd. Any such items would be specifically ordered for the Company and will be held by Webage Ltd at the Company’s risk and the Company shall insure accordingly.

3. PRICES

3.1 Unless otherwise expressly agreed in writing the Goods shall be sold and invoiced at Webage Ltd’s current prices at the date of despatch. Catalogues, price lists, videos and other advertising material are provided for illustrative purposes only.

3.2 Unless otherwise agreed in writing prices do not include delivery and taxes (if any) and such costs shall be payable by and invoiced to the Company.

3.3 All quotations are valid only on the date given and all quotations and prices are based on details provided by the Company and do not apply where the company alters the details on which such quotations and prices are based. Webage Ltd reserves the right to charge for any omission or additional cost arising from the provision of inaccurate or insufficient information by the Company and to revise prices to take into account increases in any costs of providing the Goods which occurs between the date of quotation and delivery.

4. DELIVERY

4.1 Sevice delivery shall be online, on the Company’s web site, or, if different, the URL or place specified in the Company’s order.

4.2 Dates and times quoted by Webage Ltd are estimates only and any delay in meeting delivery dates shall not give rise to a right to cancel the order or to claim damages.

4.3 The Company shall note any claim for short delivery and/or damage to components or packaging on the delivery schedule at the time of delivery and shall confirm such claims in writing to Webage Ltd within 7 days from the date of delivery. All Goods are deemed delivered and completed if such notice is not received within such period.

4.4 Webage Ltd reserves the right to make part deliveries. Any request by the Company for Webage Ltd to delay or split delivery may result in a stockholding charge and any additional cost incurred by Webage Ltd being payable by and invoiced to the Company. Any Goods so held shall be at the risk of the Company which shall insure accordingly.

4.5 Subject to Clause 4.5 risk in the Goods shall pass on delivery or collection by the Company or its agent, whichever is the earlier.

5. PAYMENT

5.1 If the Company is not an account holder approved in writing by Webage Ltd all invoices are payable before delivery of the Goods or immediately following submission of a pro forma invoice from Webage Ltd, whichever is the earlier.

5.2 If the Company is an approved account customer all invoices are payable net within 30 days of the date of the invoice.

5.3 Time is of the essence with regard to payment of any sums due to Webage Ltd.

5.4 The Company shall not be entitled to withhold payment of any amount due to Webage Ltd in respect of any claim for damage to Goods or any alleged breach of contract by Webage Ltd, nor shall the Company be entitled to any right of set-off.

5.5 Without prejudice to Webage Ltd’s other rights if the Company fails to pay any amount on the due date;

5.5.1 Webage Ltd shall have the right to cancel any contract made with the Company and/or to suspend deliveries;

5.5.2 Webage Ltd reserves the right to charge interest on a daily basis on overdue amounts at the rate of 4% above Barclays Bank base rate until payment;

5.5.3 the Company shall indemnify Webage Ltd and keep it indemnified in respect of all costs (including legal fees) reasonably incurred in attempting to recover such overdue amounts;

5.5.4 the whole of the balance then outstanding to Webage Ltd by the Company on any account whatsoever shall become immediately due and payable.

5.6 Webage Ltd reserves the right to require the Company to pay for Goods in advance and to recharge or refuse discount if the Company fails to maintain credit account arrangements satisfactory to Webage Ltd.

6. TITLE

6.1 Webage Ltd shall retain full ownership of and title to all Goods delivered to the Company or any part thereof unless and until the Company has paid all sums owing to Webage Ltd. Webage Ltd transfers no title to or ownership in Goods comprising software (or any other software) to the Company or any third party.

6.2 While any amount remains outstanding to Webage Ltd from the Company;

6.2.1 the Company shall keep the Goods as fiduciary bailee for Webage Ltd and shall store the Goods separately from its other chattels and in a manner which clearly shows that they are owned by Webage Ltd;

6.2.2 the Company shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of Webage Ltd;

6.2.3 the Company will deliver up or have delivered up to Webage Ltd Goods upon demand and Webage Ltd may without limiting any other rights or remedies available to it at law in equity or by statute seize repossess and/or resell Goods at its discretion and in the exercise of such rights Webage Ltd may enter any premises in which it reasonably believes from time to time any Goods are located;

6.2.4 the Company may only sell transfer or otherwise dispose of the Goods to its customers in the ordinary course of its business and in accordance with the provisions of these Conditions;

6.2.5 where the Company is paid by or on behalf of any customer or shall receive the proceeds of any insurance claim in respect of any Goods it shall pay such proceeds to Webage Ltd as soon as reasonably practicable to do so after receipt until Webage Ltd is paid in full and shall hold the same as trustee for Webage Ltd and keep a separate account of all such proceeds for such purpose;

6.2.6 the Company shall take all due care (or ensure that all due care is taken) of the Goods and the Company shall bear the sole liability for insurance of the Goods and shall indemnify Webage Ltd for any loss whatsoever suffered or incurred by Webage Ltd arising out of any failure to insure such Goods.

7. WARRANTY

7.1 The Company acknowledges that Webage Ltd is not the manufacturer of the Goods. Webage Ltd will pass on to the Company such unexpired warranties it receives from the manufacturer of the Goods as are capable of transfer and Webage Ltd’s liability shall be limited to such guarantee as it may receive from the manufacturer. In particular no warranty is given in respect of the documentation or goods or services not provided by Webage Ltd. Webage Ltd offers a warranty on Goods assembled by Webage Ltd from component parts and details of such warranty will be provided on request.

7.2 The Company acknowledges that software products are by their very nature susceptible to imperfections in operation and subject to Clause 7.1 no warranty is given in respect thereof.

7.3 Webage Ltd’s obligations and liabilities in respect of the Goods shall be limited to those set out expressly herein and Webage Ltd specifically excludes but without limitation the implied conditions of satisfactory quality and fitness for any particular use or purpose. Webage Ltd shall have no liability whatsoever in respect of any advice and/or information which may be given to the Company by Webage Ltd relating to Goods, configuration or otherwise.

7.4 The Company shall ensure that any warranty and maintenance service performed on Goods is performed by a qualified representative authorised by the manufacturer to offer warranty and maintenance on those Goods.

7.5 Without prejudice to Clause 7.1 to 7.3 in the event of Webage Ltd being shown to have been negligent in the supply of Goods or the provision of services its liability:

7.5.1 for death or personal injury of any person caused by such negligence shall be unlimited;

7.5.2 in respect of any defects in or failure of Goods or for the loss or damage attributable thereto or to the negligence of its employees in connection with the performance of their duties hereunder, shall be limited to the making good by replacement or repair of such Goods which upon inspection by Webage Ltd appear to be defective and in any event Webage Ltd’s maximum aggregate liability arising in respect of the supply of Goods or services shall be limited to the original VAT exclusive price for such Goods or services;

7.6 Webage Ltd makes no representation and gives no warranty in respect of the sources of origin of manufacture or production of the Goods or any part thereof.

7.7 The Company is advised to keep in force a maintenance contract in respect of the Goods.

8. RETURNS

8.1 All Goods shall be deemed accepted unless rejected by notice in writing to Webage Ltd within 7 days of delivery or collection of the Goods. Any such notice shall give detailed reasons for such rejection.

8.2 Any payment, credit or refund following return of such rejected Goods to the Company shall only be given once the same has been received by Webage Ltd from the manufacturer, supplier or insurer as the case may be.

8.3 Before returning any Goods which have been rejected in accordance with Clause 8.1 the Company shall comply with Webage Ltd’s returns procedure and in particular but without limitation shall obtain form Webage Ltd a designated return label which will contain an identification number and which shall be affixed by the Company to the packaging of the Goods to be returned in a prominent position. The issue of a return label is solely for administrative purposes and shall not be taken as an admission of any fault and/or liability whatsoever on the part of Webage Ltd in relation to the Goods being returned.

8.4 No goods shall be returned without Webage Ltd’s prior approval and Webage Ltd reserves the right to repair Goods rather than accept their return.

9. PRODUCT CHANGES

9.1 Webage Ltd will use its reasonable endeavours to inform the Company of any alterations made by the manufacturer to the specification of Goods.

9.2 Webage Ltd shall be entitled to substitute an alternative product of equivalent functionality and at the same price or to cancel any orders for Goods which have been declared end of life by the manufacturer.

10. TRADEMARKS, PATENTS AND COPYRIGHTS

10.1 The Company recognises the manufacturer’s ownership of and title to all trademarks, service marks, trade names, patents, copyright and other intellectual property rights.

10.2 The Company will take no action to violate, obliterate, remove, alter, conceal or misuse any such marks, trade name or copyright notice.

10.3 The Company will promptly notify Webage Ltd if it becomes aware of any infringement of such intellectual property rights by any third party and shall provide its reasonable assistance to Webage Ltd and/or the manufacturer in connection with any resultant proceedings.

11. CONFIDENTIAL INFORMATION

Webage Ltd may from time to time impart to the Company certain confidential information of a commercially sensitive or technical nature and the Company hereby agrees that it will use such information solely for the purpose of this Agreement and that it shall not disclose such information whether directly or indirectly to any third party.

12. SOFTWARE LICENSING

12.1 THIRD PARTY SOFTWARE

  1. Webage Ltd shall grant to the Company only such rights in connection with any Goods that are software and the copyright and other intellectual property rights relating thereto as it shall be licensed to grant pursuant to the terms upon which Webage Ltd is licensed by the owner thereof.
  2. The Company shall only be entitled to sub-licence such software to its end user customers using the standard form license supplied by Webage Ltd.

12.2 SOFTWARE LICENSING – WEBAGE DEVELOPED SOFTWARE

  1. Web Age Ltd is the copyright holder of the Software (i.e. being, but not restricted to, the module, extension, plugin or other bespoke code which is written by Web Age Ltd and supplied to a customer). The Software or a portion of it is a copyrightable matter and is liable to protection by the law. Any activity that infringes terms of this Agreement violates copyright law and will be prosecuted according to the current law. We reserve the right to revoke the license of any user who is holding an invalid license.
  2. This Agreement gives You (the customer) the right to use only one copy of the Software on one installation of the System for which the software is provided, solely for your own personal or business use, subject to all other terms of this Agreement. A separate License should be purchased for each new Software installation. Any distribution of the Software without our consent, including non-commercial distribution is regarded as violation of this Agreement and entails liability, according to the current law.
  3. You may not use any part of the code in whole or part in any other software or product or website.
  4. You may not give, sell, distribute, sub-license, rent, lease or lend any portion of the Software or Documentation to anyone. You may not place the Software on a server so that it is accessible via a public network such as the Internet for distribution purposes.
  5. Web Age Ltd will not be liable to you for any damages (including any loss of profits/saving, incidental or consequential) caused to you, your information and your business arising out of the use or inability to use this Software.
  6. Web Age Ltd is not liable for prosecution arising from use of the Software against law or for any illegal use.
  7. If you fail to use the Software in accordance with the terms and conditions of this License Agreement, it constitutes a breach of the agreement, and your license to use the program is revoked.
  8. Web Age Ltd reserves the right to change this license agreement at any time and impose its clauses at any given time.
  9. Where the Software supplied is a plugin or extension for a third-party system, this Software is designed to work with a specific edition of said system. Any updates or modifications required to work with future editions are not covered by any fee paid for the Software. Web Age Ltd accepts no liability for usage with an incorrect edition.

13. EXPORT CONTROLS

The Company acknowledges that the Goods may be subject to US and local government export controls. Where these apply it is the Company’s sole responsibility to obtain authorisation from the appropriate authorities before re-exporting the Goods from the country of purchase.

14. SEVERABILITY

14.1 If and to the extent that any provision or any part of these Conditions is deemed to be illegal void or unenforceable for any reason then such provision or part thereof (as the case may be) shall be deemed to be severed from the remaining provisions or parts of the relevant provisions (as the case may be) all of which remaining provisions shall remain full force and effect;

14.2 In particular, should any limitation of Webage Ltd’s liability contained in these Conditions be held to be illegal void or unenforceable under any applicable statute or rule of law it shall to that extent only be deemed severed here from, but, if Webage Ltd thereby becomes liable for any loss or damage, such liability shall be subject to all other relevant limitations contained in these Conditions.

15. RECORDS

15.1 The Company shall maintain complete and accurate records of all Goods sold or returned and the names and addresses of all persons to whom software has been sub-licensed.

15.2 The Company shall provide such activity reports in connection with the sale and sub-licensing of Goods as Webage Ltd shall reasonably request from time to time.

16. FORCE MAJEURE

16.1 Webage Ltd shall not be liable to the Company on any account whatsoever in the event that Webage Ltd is prevented from fulfilling its obligations hereunder due in whole or in part to an event of force majeure which expression shall mean:

16.1.1 act of God, fire, flood, storm, power failure, reduction of power supplies, mechanical failure or lack or shortage of materials or stock or any other circumstance beyond the reasonable control of Webage Ltd; and

16.1.2 whether or not with Webage Ltd’s control, strikes, lock-outs or industrial disputes in relation to Webage Ltd or any other party or any action taken by Webage Ltd in connection therewith or in consequence or furtherance thereof.

16.2 In such event Webage Ltd may at its option either suspend performance or cancel the contract in question or so much of it as remains unperformed without liability for any loss and without prejudice to Webage Ltd’s rights to receive payment of the price of all Goods previously delivered.

17. CONFIGURATION

17.1 Webage Ltd will configure and install Goods to the specification provided by the Company at the time of order at such rates as it notifies to the Company from time to time.

17.2 Webage Ltd will use reasonable care and skill in performing such installation/configuration and will perform such services within a reasonable time.

17.3 In the event the Company changes the specification for such installation/configuration Webage Ltd reserves the right to require payment for implementing such changes at rated notified to the Company from time to time.

18. DISTRIBUTION AGREEMENT

18.1 Webage Ltd agrees with the Company that it will comply with the obligations imposed on it by any agreement with any manufacture relating to the Goods.

18.2 The Company indemnifies Webage Ltd against all costs claims expenses demands and penalties suffered or as but not limited to, sub-licensing of software, copyright and warranty provisions.

19. GENERAL

19.1 All Goods are manufactured for standard commercial uses and are not intended to be sold or licensed for use in critical safety systems or in nuclear facilities, other nuclear applications, mass transportation and aviation applications.

19.2 The Company may not assign or transfer any of its rights, duties and obligations without the written consent of Webage Ltd.

20. LIABILITY

20.1 Webage Ltd shall not in any circumstances whatsoever be liable for indirect or consequential loss including but not limited to loss of profits loss of data or use and shall have no liability for any claim based upon the combination operation or use of any Goods with equipment data or programming not supplied by Webage Ltd or based upon a modification of the Goods.

20.2 Any action against Webage Ltd must be brought no later than 12 months after the Company becomes aware that a cause of action has arisen.

21. RELATIONSHIP

The relationship between the Company and Webage Ltd shall be as buyer and seller and nothing contained herein shall be deemed to create a partnership or agency.

22. LAW

These Conditions shall be construed according to the laws of Scotland the Company and Webage Ltd submit to the non-exclusive jurisdiction of the Scots Courts in connection with any dispute or proceedings arising out of any contract incorporating these Conditions.

Updated January 16th 2019 – updated clause 12 software licensing

General Terms and Conditions of Hosting, Co-location, Server Leasing and Domain Name Registration Services

The customer acknowledges that “Webage” and “Webage Ltd” are trading names of Web Age Ltd. Web Age Ltd provides the telecommunications network facilities underlying the services provided by Webage Ltd and nominated providers it may choose. The use of Webage Ltd’s telecommunications network facilities is subject to the following terms, breach of which may result in suspension or termination of the Customer’s right to use the service:-

1. Our services are offered on an on-going basis with all payments due in advance of any service. All charges are deemed contracted for a 12 month period from registration and thereafter are automatically renewed unless cancelled by either party giving a minimum 3 month notice in writing, irrespective of payment period. Subject to Webage Ltd’s discretion, charges are not refundable. Webage Ltd reserves the right to change or amend their prices without notice.

2. The Webage Ltd network may only be used for lawful purposes by the Customer at the sites specified in the Registration Form Transmission. Any material transmitted through the Webage Ltd network, or use of any part of it, in violation of any UK law or regulation is prohibited. Such prohibited transmission might include, but is not limited to: copyrighted material, material legally judged to be threatening or obscene, material protected by trade secret, whether or not the Customer was aware of the content of the material or of the relevant law.

3. The Customer shall be issued with a password to access the services and shall take all reasonable steps to keep such password private and confidential and ensure that it does not become known to other persons. If the password becomes known to any other person, the Customer will immediately inform the provider and the password will immediately be changed. The provider or Webage Ltd may change the Customer’s password from time to time at their discretion without prior notice.

4. The Customer shall not use the services: for transmission of computer viruses; for transmission of any material which is defamatory, offensive or abusive or of an obscene or menacing character, or which may cause annoyance, inconvenience or needless anxiety, or for the posting of any such material to bulletin boards or news groups; in a manner which constitutes a violation or infringement of the rights of any person, firm or company (including, but not limited to any intellectual property rights); for the transmission of bulk mail in any form (whether it has occurred through intentional misuse, such as sending unsolicited email marketing, or if it has occurred unintentionally, such as through malware, computer viruses and any other exploits of a website or computer, whether part of our network or external to it). The definition of bulk mail shall be judged in terms of the negative effects (including, but not limited to, excessive use of resources or blacklisting) that may occur in such an incident. We reserve the right to suspend or terminate services and take any other steps we deem necessary at our sole discretion and without notice where such activity harms the reputation of our network and/or infringes on our ability to deliver services to other clients. It is the client’s responsibility to take all reasonable measures (including but not limited to, ensuring websites and software are kept up to date, passwords kept secure and any connected devices are protected by anti-virus or anti-malware to prevent such exploits taking place). In the event of such an exploit we do not accept responsibility for providing any assistance to restore affected devices, for example to re-configure an email client with a new password, and will only restore service where we believe the client has taken all reasonable measures to remove the exploit and ensure they comply with these terms.

5. The Customer acknowledges that Webage Ltd is unable to exercise control over the content of any information passing over the Webage Ltd connection and or Webage Ltd network. The Customer further acknowledges that Webage Ltd hereby excludes all liability in respect of any transmission or reception of information of whatever nature.

6. The Webage Ltd network may be used by the Customer to access other networks world-wide and the Customer agrees to conform to any acceptable use policies of Webage Ltd and any such other networks. In addition the Customer undertakes to conform to any published Internet protocols and standards: RFC1009, RFC1122, RFC1123 & RFC1250 and future protocols and standards. In the event that communications by the Customer do not conform to these standards, or if the Customer makes profligate use of the Webage Ltd network to the detriment of Webage Ltd or any other Webage Ltd Customers, Webage Ltd reserves the right to restrict passage of the Customer’s communications until they give a suitable undertaking as to use.

7. The Customer agrees to indemnify and hold Webage Ltd harmless from any claim brought by third parties, alleging the use of Webage Ltd by the customer has infringed any right of any kind applicable in the UK or by International legislation and regulation. The Customer shall defend and pay all costs, damages, awards, fees (including reasonable legal fees) and judgements finally awarded against Webage Ltd arising from such claims. Furthermore the Customer shall provide Webage Ltd with notice of such claims, full authority to defend, compromise or settle such claims and reasonable assistance to defend such claims at the Customer’s sole expense.

8. Without prejudice to the foregoing, Webage Ltd considers that any applications which transmit live video, live audio, or make similar traffic demands across the Webage Ltd network by whatever means, constitute making profligate use of the Webage Ltd network and as such are not permitted. Use of IP Multicast, other than by means provided and co-ordinated by Webage Ltd, is also prohibited.

9. The customer undertakes not to assign, re-sell, sublease or in any other way transfer the Webage Ltd connection. Contravention of this restriction successful or not will result in the termination of the service by Webage Ltd, in which event the Customer is liable for a termination fee. If the customer is a duly authorised current Channel Partner of Webage then the resell restriction of this clause does not apply.

10. Any condition or warranty that may be implied or incorporated within this contract, by reason of statute or common law, is hereby expressly excluded so far as maybe permitted by law. While Webage Ltd will use all reasonable endeavours to provide a prompt and continuing service, it will not be liable for any loss of data resulting from delays, non deliveries, missed deliveries, or service interruptions caused by events beyond the control of Webage Ltd or by errors or omissions of the Customer. In no circumstances whatsoever, will Webage Ltd be liable for economic or consequential loss. Webage Ltd specifically excludes any warranty as to the quality or accuracy of information received through the services, further Webage Ltd cannot be held liable for the actions of any 3rd Party using the service.

11. Where Webage Ltd provides added value services to its existing services in particular but not exclusively ‘anti virus’ products for electronic mail Webage Ltd will not be held responsible for any consequential loss or damage for the failure of these services to operate to specification. In the case of failure of these added value services it is expected that the customer will have taken steps to implement contingency plans to protect its business from the effects of these Webage Ltd added value services not functioning to specification or not being available.

12. Where Webage Ltd provides hosting services the customer agrees that any equipment hosted by Webage Ltd shall be treated as security for the payment by the customer for goods and services provided or to be provided under its hosting agreement.

13. Where Webage Ltd manages the renewal of a domain with the appropriate domain licensing authority on behalf of the customer Webage will take responsibility for notifying renewal and maintaining connectivity to all other services associated with that domain. We issue the first domain name expiry notice to you 60 days ahead of the actual domain expiry when we also issue the invoice for the domain renewal.  Your domain name will be renewed when the renewal invoice for it is paid. In the event that the customer requests that Webage Ltd administer a domain transfer away to another provider, Webage Ltd will make an administrative fee equivalent to  15 minutes labour at our current rates, and this charge must be paid before the transfer can be completed. See clause 14 below. Where the customer renews the domain directly with the appropriate domain licensing authority Webage Ltd will not be held responsible for services associated with that domain including the continued availability of the domain. Further, domain names in the .uk namespace are also subject to Nominet’s Terms and Conditions which are available at http://www.nominet.org.uk/go/terms

14. Webage Ltd shall retain full ownership of and title to all equipment, software, or services (Goods) ordered by the customer and delivered to the customer or any part thereof unless and until the customer has paid all sums owing to Webage Ltd. In addition where services are subject to a transfer fee or other fixed charges such as domain names then no transfer or action will occur until the customer has settled in full all outstanding commercial matters with Webage Ltd.

15. Webage Ltd reserves the right to alter these Terms and Conditions from time to time. The current Terms and Conditions applicable are those published on the Webage Ltd web pages. By continuing to accept service from Webage Ltd the customers is deemed to be bound by the current Terms and Conditions. Where possible Webage will give advanced notice of changes to Terms and Conditions.

16. By accepting or using the service and or Webage Ltd has supplied goods the customer is deemed to have accepted these Terms and Conditions.

17. This contract is governed and construed in accordance with Scots Law.

Updated 11/05/2017 – clause 13, added clarification to charges relating to domain transfers away.
Updated 14/03/2018 – clause 4, added explicit terms regarding bulk mail policy.

Domain Name Terms

  1. The following terms and conditions apply specifically to the domain registration Service:
    1. You (the client) acknowledge and recognise that the domain name system and the practice of registering and administering domain names is continuously evolving and that We (Web Age Ltd) may modify these terms as necessary, from time to time, to comply with any agreements by which We are or will be bound, and to adjust to changing business circumstances. We will notify You of these changes by e-mail.
    2. Your continued use of the registered domain name constitutes acceptance of these terms and amendments, including acceptance of the terms and conditions required of Us by Our domain name services providers, the registrar; OpenSRS – Tucows Inc. and the registry Nominet UK, to which You are bound. By registering domain names, You are entering into a contract with Tucows Inc. and/or Nominet UK, a copy of which is at the end of this document, Master Domain Registration Agreement and the Terms and Conditions of Domain Name Registration. If at any time, You do not agree to such changes, You agree that Your sole remedy is to request that Your domain name registration be cancelled or transferred to a different domain name registrar.
  2. Domain Name Registration
    1. We have been granted the right to provide Internet domain registration services.
    2. ICANN oversees all domain registries and registrars. Verisign Inc is the registry administrator responsible for the .com, .net tld domains. Nominet is responsible for the .uk tld domain and the second-level domain (sld) .co.uk, .org.uk, .ltd.uk and .plc.uk extensions. EURID is responsible for the .eu ccTLD domain. You can find information about ICANN’s Registrants Rights and Responsibilities document here: https://www.icann.org/resources/pages/benefits-2013-09-16-en.
    3. Upon receipt of Your domain name registration information, We shall submit the information to the registry administrator for the appropriate domain extension for approval and processing. The registry administrator then puts into effect the domain name registration.
  3. Selection of a domain name
    1. You represent that, to the best of Your knowledge and belief, neither this registration of a domain name nor the manner in which it is directly or indirectly to be used infringes the legal rights of a third party and, further, that the domain name is not being registered for nor shall it at any time whatsoever be used for any unlawful purpose whatsoever.
    2. If You are registering a domain name during the finite period of time when owners of trademarks and service marks have priority to do so (“Sunrise Period”), You acknowledge and agree that registrations for domain names during the Sunrise Period will only be accepted on the conditions applicable to those new domain names and their Sunrise provisions which may include a minimum registration term.
    3. By registering or renewing a .uk top-level or second-level domain and agreeing to these terms & conditions, You agree that You have read and agree to the Nominet Terms & Conditions of Domain Name Registration. If You are registering the domain for a third party, You warrant that the third party for whom you register the domain name have read and agree to the Nominet Terms &Conditions.
    4. Upon submitting a registration through your Our control panel, We will submit your application to the relevant registry for processing. However, it is Your responsibility to check using WHOIS that Your domain registration has been successful twenty-four hours after payment has been made to Us. To check that the contact details assigned are correct and valid please see ‘Domain Contacts’ via Our control panel.
  4. Name restrictions
    1. Registrations in the .name top-level domain must constitute an individual’s “Personal Name”. For purposes of the .name restrictions (the “Restrictions”), a “Personal Name” is a person’s legal name, or a name by which the person is commonly known. A “name by which a person is commonly known” includes, without limitation, a pseudonym used by an author or painter, or a stage name used by a singer or actor.
  5. Fees
    1. In consideration for Us providing domain name registration Services to You, You agree to pay Us, prior to the approval of the desired domain name registration, the amounts set forth in Our Price Schedule, as amended from time to time, for the initial registration of the domain name and any subsequent renewals.
    2. Your application will not be registered until We have received payment of the registration fee. If We do register a domain name prior to payment of the registration fee, We reserves the right to cancel the registration or restrict use of the domain name until payment has been received.
    3. All fees must be prepaid and are non-refundable, in whole or in part, even if the domain name registration is suspended, cancelled or transferred prior to the end of the registration term.
    4. In the event of a charge back by a credit card company or other payment provider authorised by Us, the domain name registration shall be transferred to Us as the paying entity for the registration. We may reinstate Your domain name registration at its sole discretion upon its receipt of the registration or renewal fee and its then current reinstatement fee. The reinstatement fee is currently £100.
    5. Payment must be made by credit card or other methods we indicate in Our registration application or renewal form. We will renew Your domain name for You provided Your credit card or other billing information is available and up to date. If Your billing information is not accurate and You wish to renew Your domain name registration, we will contact You to update this information and charge accordingly.
  6. Free domain name registration
    1. Please note that if You opt to take advantage of a free domain name registration offer the free domain will be registered for one year only. After the first year, subsequent renewals will be at full price, and You will be advised of this by invoicing sent in advance of the renewal date. If you have a valid card payment method in your account with Us, We will automatically charge your card before the renewal date.
  7. Term
    1. These terms shall remain in full force during the length of the term of Your domain name registration(s) as selected, recorded, and paid for upon registration of the domain name. Should You choose to renew or otherwise lengthen the term of Your domain name registration, then these terms and conditions will apply.
    2. To ensure Your domains are not lost We operate a positive renewal system on all Our domains. Your domain will automatically renew for the term it was registered for unless You opt-out of this Service through Your control panel or update the renewal period prior to any renewal. This is not refundable and it is Your responsibility to ensure valid contact and payment details are on Your account at all times. Failure can lead to suspension.
    3. Our domain renewal process is automated; however, it is Your responsibility to check that Your renewal has been successful within one month of the renewal date. You will automatically be charged for the renewal of the domain prior to its expiry if you have valid card payment details on your account; otherwise it is your responsibility to ensure timely payment by BACS or where paying by Direct Debit, to ensure the payment has been completed in time. The domain will not be renewed without valid payment prior to the expiry date.
    4. For .uk domains You can check that Your renewal has been successful by using Nominet’s WHOIS search at https://www.nominet.uk/whois, and for all other domains we recommend using the https://whois.icann.org/en website domain lookup facility to see the updated expiry date.
    5. Ownership of data
      1. You agree and acknowledge that We owns the following:
        (a) all database, compilation, collective and similar right, title and interests worldwide in the domain name database;
        (b) all information and derivative works generated from the domain name database; and
        (c) information for the registrations for which We acts as the registrar including:
        (d) the original creation date of the registration;
        (e) the expiration date of the registration;
        (f) the name, mailing address, email address, telephone number, and fax number of the technical contact, administrative contact, zone contact, and billing contact for the domain name;
        (g) remarks concerning the registered domain name that appear or should appear in the WHOIS or similar database; and
        (h) other information generated or obtained in connection with the provision of domain name registration and management Services, other than the domain name being registered, and the IP names and addresses of the primary nameservers and any secondary nameservers.
      2. We do not have any ownership interest in Your specific personal registration information outside of Your right in Our domain name database.
    6. Transfer of ownership
      1. The person named as Registrant shall be the “Registered Name Holder.” The person named as “account contact” at the time the controlling account was secured shall be deemed the designate of the Registrant with the authority to manage the domain name. Registrant agrees that prior to transferring ownership of the domain name to another person (the “Transferee”) Registrant shall require the Transferee to agree, in writing to be bound by all the terms. If the Transferee fails to be bound in a reasonable fashion (as determine by Tucows in its sole discretion) to these terms, any such transfer will be null and void. Registrant explicitly authorises Tucows to act as their Designated Agent, as stipulated by the ICANN Transfer Policy, to approve a Change of Registrant on their behalf. Upon making changes to the registrant first name, last name, company name and/or email address, a 60 day transfer lock will be applied to the domain registration.
      2. For UK domain names the transfer of ownership can be actioned via the Our control panel by the person named as account contact at the time the controlling account was secured who shall be deemed the designate of the Registrant with the authority to manage the domain name. The registrant shall be required to agree, in writing to be bound by these terms and conditions.
    7. Domain name dispute policy
      1. You agree to be bound by the Domain Name Dispute Policy (the “Dispute Policy”), as amended from time to time, which is hereby incorporated and made a part of these terms by reference.
      2. The Dispute Policy governs any dispute between You and any party other than Us over the registration and use of the domain name. The specific disputes which are subject to the Dispute Policy are contained in the Dispute Policy. You agree that You will be subject to the provisions specified in the Dispute Policy in effect at the time the domain name registration is disputed by a third party.
    8. Domain name registration information and its use
      1. Information You are required to Submit:
        1. As part of the registration process, You are required to submit to Us and to keep up to date the following information in connection with Your application for domain name registration: (a) the domain name to be registered;
          (b) the domain name holder’s name and mailing address;
          (c) the name, mailing address, email address, telephone number, and fax number of the administrative contact for the domain name; and
          (d) the name, mailing address, email address, telephone number and fax number of the billing and technical contact for the domain name.
        2. You shall provide and maintain updated information at all times with Us. We at Our discretion may refuse to renew any registrations unless You maintain current and updated information at all times.
        3. We may from time to time request additional information from You in the form of photo ID or utility bills. While not obligated to provide the additional information, You should provide the additional requested information to ensure that You will obtain all the products and Services which We make available to domain name registrants.
      2. Additional Information Maintained about Your Registration
        1. In addition to the information You provide, We maintain additional information relating to Your domain name registration, including:
          (a) the original creation date of the registration;
          (b) the date and time the registration application was submitted to Us and the appropriate registry;
          (c) communications constituting registration orders, modifications, or terminations and related correspondence;
          (d) records of account for Your domain name registration, including dates and amounts of all payments and refunds;
          (e) the IP names and address of the primary name servers and any secondary name servers;
          (f) the name, mailing address, email address, telephone number, and fax number of the technical contact for the domain name;
          (g) the name, mailing address, email address, telephone number, and fax number of the domain registrant for the domain name;
          (h) the expiration date of the registration; and (i) other information regarding all other activity regarding Your domain name registration and related Services.
      3. Obligations Relating to Data Provided by You:
        1. If in registering a domain name You provide information about a third party, You hereby represent that You have provided notice to and have obtained the express consent from the third party to the disclosure and use of the third party’s information as set forth in these terms.
      4. Disclosure and Use of Registration Information:
        1. You agree to authorise Us to provide any information to ICANN, the registry administrators and to other third parties as ICANN and applicable laws may require or permit.
        2. In addition, You acknowledge that ICANN may establish guidelines, limits and requirements that relate to the amount and type of information that We may or must make available to private entities, and the manner in which such information is made available.
        3. You hereby consent to any and all such disclosures and use of, and guidelines, limits and restrictions on disclosure or use of information and updated from time to time provide in connection with registration of a domain name, whether during or after term of the registration of the domain name. You hereby irrevocably waive any and claims and causes of action You may have arising from such disclosure or use of the domain name registration information.
        4. You may access Your domain name registration information in Our possession to review, modify or update such information, by accessing Our control panel, available at Our website at https://clients.webage.net
        5. We will not process any data about any person that we obtain from You in a way incompatible with the purpose and limitations described in there terms. We will take reasonable precautions to protect the information We obtain from You from Our loss, misuse, unauthorised access or disclosure, alteration or destruction of that information.
      5. Agents and licences
        1. You agree that in the event You register a domain name for another entity, You represent that You have the authority to bind that entity as a principal to all terms and conditions contained in these terms.
        2. You acknowledge and agree that if You license the use of Your registered domain name to a third party, You remain the domain name holder of record and remain responsible for all obligations under there terms, including payment obligations, and providing and updating Your full contact information, and accurate technical, administrative, billing, and zone contact information adequate to facilitate timely resolution of any problems that arise in connection with domain name and domain registration.
        3. In any circumstance where You are registering a domain for a third party, You agree that You must (in advance):
          (a) Make Your customers aware of the prices associated with domain name registration, renewal and maintenance.
          (b) Give details of the domain name related services You provide, which are relevant to this customer, information on how to invoke the service, any prices payable and how long You take to carry out the service.
          (c) Make Your customers aware of changes to Your prices.
          (d) Detail the method, availability and cost of customer service provided.
          (e) Act quickly after getting a request from Your registrant to take some action for them; and
          (f) Update their details soon after You know that the current ones are out of date or wrong.
      6. Registrant Data
        1. You must not knowingly provide poor quality registrant data. If You find out that a registrant has provided poor quality data You should attempt to correct the data.
        2. If You receive a request to register a domain name for a customer You must register the domain name in Your customer’s name. You may only register the domain name in Your or Your organisation’s name with the explicit prior written consent of Your customer.
        3. You agree that if You register a domain on behalf of a third party, We can pass on the contact details of that third party to the registry administrator if required to do so by the registry.
      7. Limitation of liability
        1. You agree that We shall, under no circumstances, be liable for any special, indirect, incidental, punitive, exemplary, or consequential damages resulting from loss of profits, arising out of or in connection with there terms, even if We have been advised of the possibility of such damages, and in particular We will not be liable for the following: (a) suspension or loss of Your domain registration;
          (b) use of Your domain name registration;
          (c) interruption of Your business;
          (d) access delays or interruptions to any web sites accessed by Your registered domain name;
          (e) non-delivery, mis-delivery, corruption, destruction, or modification of data;
          (f) events beyond the reasonable control of Us;
          (g) processing of an application for domain name registration; or
          (h) application of the Dispute Policy.
        2. We shall not, under any circumstances, be liable or responsible for any errors, omissions or other actions by the registry administrator arising out of or related to Your application, receipt of, or failure to receive a domain name registration.
        3. Our maximum aggregate liability shall not exceed the greater of:
          (a) the total amount paid by You for registration of the domain name; or
          (b) £50.00 (UK Pounds).
      8. Indemnification of Us
        1. You agree to defend, indemnify and hold harmless Us and the registry administrator, including Us and its employees, directors, officers, representatives, agents and affiliates, from and against any claim, action, suit, demand, loss, damages, costs ( including reasonable legal fees, expert witness fees and expenses), or other proceeding 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 Dispute Policy.
        2. You also agree that in the event a domain name dispute arises with any third party, You shall indemnify and hold Us harmless pursuant to the terms and conditions contained in the Dispute Policy.
      9. Representations and warranties
        1. You represent and warrant that:
          (a) all information provided in connection with Your domain name registration is accurate; and
          (b) neither the registration of the domain name nor the manner in which it is directly or indirectly used infringes the legal rights of a third party.
        2. You acknowledge and agree that all domain name registration Services provided to You by Us are provided on an “as is” basis. We make no representations or warranties of any kind, express or implied, in connection with these terns or its domain name registrations services, including but not limited to warranties of merchantability or fitness for a particular purpose. We make no representation or warranties of any kind that registrations or use of domain name under these terms will immunize You from challenges to the domain name registration or from suspension, cancellation, or transfer of the domain name to You.
      10. Breach and revocation
        1. We reserve the right to suspend, cancel, transfer or modify Your domain name registration in the event that:
          (a) You materially breach these terms;
          (b) You use Your registered domain name to send unsolicited commercial advertisements in contravention of applicable laws or customary acceptable usage policies of the Internet;
          (c) You use Your domain name in connection with unlawful activity;
          (d) grounds arise for such suspension, cancellation, transfer or other modification as provided in these terms; or
          (e) You use Your domain name in connection with material that is slanderous to Cloudstream Technology, Web Age Ltd, or other associated companies.
        2. You further acknowledge and agree that Your domain name registration is subject to suspension, cancellation or transfer by any ICANN procedure, by any registrar (including Web Age Ltd) or registry administrator procedures approved by an ICANN-adopted policy, or by any other country code top-level domain registry administering procedures to correct mistakes by Us, another registrar or the registry administrator in administering the name or for the resolution of disputes concerning the domain name.
        3. You also agree that We shall have the right in its sole discretion to suspend, cancel, transfer or otherwise modify a domain name registration upon seven (7) calendar days prior written notice, or at such time as We receive a properly authenticated order from a court of competent jurisdiction, or arbitration award, requiring the suspension, cancellation transfer or modification of the domain name registration.
        4. You acknowledge and agree that: You acknowledge and agree that:
          (a) providing inaccurate information;
          (b) failing to update information promptly; or
          (c) failing to respond to our enquiries concerning the accuracy of contact details within fifteen (15) calendar days of request; shall constitute a material breach of these terms and will be sufficient basis for cancellation of Your domain name registration.
      11. No Guarantee
        1. You acknowledge that registration or reservation of Your chosen domain name, does not confer immunity from objection to either the registration, reservation, or use of the domain name.
      12. Specific TLD Registration Agreements
        1. Terms and conditions for .UK domain names
        2. Terms and conditions of .uk purchase
          1. Please note that customers who own the qualifying domain have the .uk equivalent automatically reserved for them until 10th June 2019, as long as that domain remains registered to them.
          2. For further information on the .uk rights to registration, please visit dotuklaunch.uk/im-existing-customer
          3. If at any time you decide not to renew your existing qualifying domain, the reserved .uk equivalent will automatically become available.
        3. Terms and conditions for all gTLD and nTLD domain names

Please note: by signing up for any of our services you agree to be bound by all Web Age Ltd terms and conditions.

General Terms and Conditions of web site design, development, and support & maintenance services

The following terms and conditions apply to all web site design, development, and support & maintenance services offered by Web Age Ltd. By ordering services from Web Age Ltd you are agreeing to the following terms and conditions.

  1. Offensive Content
    Web Age Ltd reserves the right to refuse to construct a web site that we may judge as unfit due to content or otherwise. This includes, but is not limited by, sites containing adult oriented material such as pornography, sites which promote hatred towards persons belonging to any ethnic group, religion or sexual orientation and sites which infringe copyright or are contrary to UK laws.
  2. Acceptance
    The acceptance of a commission shall be deemed as a contractual agreement between the client and Web Age Ltd. Web Age Ltd will accept written confirmation by email, acceptance of a quote from our CRM software or written acceptance of a formal contract and/or service agreement as formal acceptance of a commission. By accepting a commission with Web Age Ltd, the client agrees to contract Web Age Ltd as a contractor and assumes no right over Web Age Ltd employees.
  3. Timescale
    Web Age Ltd cannot always guarantee to start work immediately on a commission but will arrange a date with the client as to when work can commence. We will provide a timescale for delivery to which we will endeavour to adhere but will also require timely feedback and supply of materials or content where required from the client.
  4. Materials
    All material, both text and images, supplied by the client and used in the construction of the client’s web site, will remain the client’s property. All such material will be assumed to be the property of the client and free to use without fear of breach of copyright laws. Clients are solely responsible for ensuring all materials do not infringe copyright and Web Age Ltd accepts no liability in this regard.
  5. Copyright & IP
    The copyright for all material provided by Web Age Ltd, such as HTML code, graphics, photographs and text, will remain the property of Web Age Ltd until such time as payment has been made in full whereupon they will become the property of the client.
  6. Compatibility
    Web Age Ltd makes every effort to design pages which display acceptably in the most popular current browsers. However, we cannot accept responsibility for pages which do not display acceptably in new versions of browsers released after publication of a project, nor do we design for legacy browsers unless explicitly requested during commission and paid for at additional cost.
  7. Search Engine Optimisation
    Unless explicitly specified as part of a project, we do not include search engine optimisation services out with the basic configuration of your website, i.e. completion of any SEO features that are an intrinsic part of the software supplied. This includes but is not limited to Meta data and SEO friendly URLs. Additional SEO consultancy is available on request at extra cost. As search engine rankings are dependent on a wide range of factors out with our control, we make no warranty or guarantee of search engine rankings.
  8. Search Engine Inclusion
    Web Age Ltd will submit a client’s website to Google at launch. No other inclusion services are included unless explicitly requested by the client. Web Age Ltd can accept no responsibility or liability if any search engine, online directory or search site, submitted to as part of a web site promotion commission, chooses not to list a client’s web site.
  9. Development & Live Environments, Publication
    Web Age Ltd may initially place the client’s website on a development server for the purposes of review and comment upon the website’s progress. When both Web Age Ltd and the client agree that the website meets the criteria agreed during the commissioning process, Web Age Ltd will invoice the client for the full or final amount due for the commission, depending on whether payment by instalments has been agreed at the outset of the project. Upon payment of this sum, Web Age Ltd will publish the website on the client’s server, or provide the source code for the site via a download for the client to upload. Unless explicitly specified by the terms of a project or requested by the client at additional cost, the development server will cease to be available after the launch of the project.
  10. Cancellation of Commission – your right to cancel
    If at any point during the Website Development Cycle a client wishes to cancel a commission or service they may do so by giving written notice by email to info@webage.co.uk. In the event of cancellation of a commission or service involving an annual or monthly contract, 1 month’s written notice is required. In all cases, a commission represents an agreement and commitment on the part of a client to engage the services and labour of Web Age Ltd for an amount commensurate to the cost of the project or service, and the acceptance of full liability for the agreed costs incurred during the period where employees of Web Age Ltd are engaged on a commission. Web Age Ltd will therefore invoice for any outstanding labour or service costs proportional to the amount of work completed on the commission. Upon payment of this sum, we agree to provide, on request, any work including code and designs, completed to the point of cancellation.
  11. Cancellation of Commission – our right to cancel
    If, during the Website Development Cycle, the client does not supply content, information or feedback required in order to complete the commission within a reasonable amount of time, and when after contact with the client we cannot ascertain a defined resumption date, Web Age Ltd will consider that the client wishes to cancel the commission. Web Age Ltd will seek to recover costs for any labour or services provided to that point. Web Age Ltd will always endeavour to ensure a professional working relationship is maintained at all times but in instances where this has broken down irreparably, we reserve the right to unilaterally withdraw from a commission. One month’s notice will be given in that instance.
  12. Payments Accepted
    Web Age Ltd requires payment by bank transfer, direct debit, PayPal, credit card or cash within 30 days of the date on the invoice. Services may be curtailed or suspended at our discretion should payment not be made within these terms.
  13. Returned Payments
    Any payment returned by the bank or credit card company will incur a £15 + VAT administration charge. This will be invoiced and will be added to the total outstanding debt owed by the customer.
  14. Maintenance after Delivery
    Web Age Ltd does not undertake to maintain or update a client’s website as part of the design or development commission. If a client wishes Web Age Ltd to maintain or update a web site as a separate commission, Web Age Ltd will negotiate with the client a maintenance contract appropriate to the amount of work required. Such contracts are payable monthly or annually in advance and will cover a specified number of hours per month, subject to agreement with the client. Web site maintenance may also be undertaken on a time and materials basis on request with work chargeable in increments of 15 minutes at our hourly rate.
  15. Sign-off & Delivery
    The client agrees that Web Age Ltd will consider that the final payment for and/or a request to deliver or publish online a project constitutes a formal sign-off and the formal conclusion of the project, signifying that the client accepts the project in all aspects. While Web Age Ltd undertake to fully test any project before delivery and always endeavour to ensure fitness for purpose, it is nonetheless incumbent on the client to ensure their own tests have been completed in full and bring any errors to our attention before delivery. Web Age will provide full guidance on the tests required but reserve the right to delay delivery where we believe that client tests have not been completed. This is to ensure that a project is in a fully operational state at launch or delivery and also to ensure Web Age are not obliged to provide remedial work once the site is in commercial operation. Should the client request the site is published regardless, no liability for loss by the client is either implied or accepted in such a scenario.
  16. Limited Warranty
    Web Age Ltd want you to be satisfied with your site and to develop an ongoing working relationship. We therefore offer a limited warranty period of 30 days after the aforementioned delivery date in which we will accept notification of bugs or errors which, in the event that the testing procedure outlined above has been accepted and followed by both parties, will be repaired free of charge. This is strictly limited to the project (design, code, software, hosting environment) that we deliver, excluding third party services such as payment gateways. We cannot, however, accept an ongoing process of change requests or corrections after delivery
  17. Price Alterations
    Web Age Ltd reserves the right to alter prices at any time without notice. If a client has commissioned any services from Web Age Ltd prior to a change in prices that commission will not be subject to any increase, but any subsequent commission may be subject to an increase.
  18. Your Statutory Rights
    By agreeing to these terms and conditions your statutory rights are not affected.
  19. Our Right to Modify these Terms
    Web Age Ltd reserves the right to change or modify any of the terms and conditions contained in this document.

Web Age Ltd
Unit 4
Ladykirk Business Park
Skye Road
Prestwick
KA9 2 TA

Telephone: 01292 571460