Terms and Conditions
Terms & Conditions of use
The websites created with the SamuiXpress tools are provided and hosted in accordance with Samui Design & Management Ltd terms and conditions of use.
.UK Domain Name Users - If you intend to, or have purchased a domain name subscription which ends with .uk, please click here to view the terms & conditions of the UK Internet Names Organisation - Nominet UK.
TERMS AND CONDITIONS FOR SUBSCRIPTION TO AND USE OF A WEBSITE CONSTRUCTED AND MAINTAINED WITHIN THE IK SYSTEM.
PARTIES
(1) Yourself, your firm, company, partnership or other entity ("Subscriber").
(2) Samui Design & Management Ltd company number 4499164 with registered office at The Studio, Ivy Cottage, Tucks Lane, Longworth OX13 5ET ('Samui')
INTRODUCTION
(A) The subscriber wished to utilise the SamuiXpress System for the construction and maintenance of a Subscriber Website.
(B) Samui has a business whereby it creates uniform sets of updateable Templates for web sites and provides all the necessary services including without limitation support and administration services in relation to such Templates to provide a service that reduces the cost of creating, developing and maintaining Websites.
IT IS AGREED THAT:
-
DEFINITIONS AND INTERPRETATION
These terms and conditions form the Agreement between IK and the Subscriber:
"Commencement Date" means the date on which you first constructed a Website using the SamuiXpress System or the first day on which you edited your Website if it had previously been created on your behalf by a third party.
"SamuiXpress Network" means the collection of web sites comprising of your own and other Subscribers Websites constructed with the SamuiXpress System.
"SamuiXpress System" means the network, architectures, systems and software applications developed by Samui Design & Management in order to provide and support the SamuiXpress Network in so far as such relates to the Websites provided to the Subscriber.
"Intellectual Property Rights", "IPR" means all patents, Trademarks, service marks, unregistered Trademarks, domain names, designs, copyright, database and design rights and all other intellectual and industrial property and rights of a similar or corresponding nature in any part of the world, whether registered, registrable or not and including without limitation rights in and in relation to confidential information, inventions (including improvements on or additions to inventions) and domain names and the right to apply for and all applications for any of the foregoing absolutely for the full term of such Intellectual Property Rights together with all renewals, reversions and extensions throughout the world.
"Subscriber" is you, whether a company, firm or individual who has entered into this agreement with Samui to use in return for a subscription payment, a Website built using the SamuiXpress System.
"Subscriber Contract" This agreement, it's terms and conditions.
"Subscriber Website" means a Website built using the SamuiXpress System and hosted on the SamuiXpress System pursuant to a Subscriber Contract.
"Subscription Period" unless otherwise stated is [one] year.
"Site Administrator" The person whose name is notified to us on the Registration Form or other persons as notified to us from time to time by the Subscriber.
"Prohibited Material" means anything that:
(i) is defamatory, libellous, tortious, obscene, pornographic, offensive, racist, sexist, blasphemous, illegal, criminal or unduly disparaging to any individual, business, country or other entity, or otherwise offensive in character likely to lead to problems of a legal, commercial, business or political nature;
(ii) is otherwise inappropriate or harmful to minors;
(iii) knowingly contains any computer software viruses or other programs designed to destroy, interrupt or limit the functionality of computer hardware, software or telecommunications equipment; or
(iv) is deliberately inaccurate, incomplete, outdated or misleading or is likely to lead to confusion in the minds of Visitors to the origin, source or proprietorship of any element of Subscriber Content or the status, identity and/or provenance of Subscriber or the Subscriber Website.
(v) contains or may contain in the opinion of Samui material likely to infringe the Intellectual Property Rights of a third party.
"URL" means an Internet domain name that enables Visitors to access the Subscriber Website.
"Visitors" means third party Internet users accessing the Subscriber Website via the Internet.
1.2 The headings in the Agreement are for convenience only and do not affect its construction.
1.3 Reference to a Clause is to a clause in these Terms and Conditions.
1.4 The Agreement shall be governed by and construed in accordance with English law and the parties irrevocably submit to the non-exclusive jurisdiction of the High Court of Justice in London for all purposes connected with it.
- PROVISION OF SERVICES
2.1 Samui shall provide the services and the SamuiXpress Tools as set out in these Conditions.
- DOMAIN NAMES
3.1 On the Registration Form the Subscriber is requested to specify a domain name that will form the URL of the Subscriber Website. Samui shall endeavour to ensure that the domain name selected shall be the URL for the Subscriber Website. Samui may reject any proposal for a domain name that contains Prohibited Material. If the first domain name chosen is rejected by Samui or if that domain name is not available, Samui will contact the Subscriber to discuss alternative domain names. The Subscriber will be asked to choose a revised domain name until a domain name is found that is acceptable to both the Subscriber and Samui. Such domain name as is agreed will continue to be provided by Samui for the purpose of accessing the Subscriber Website for so long as this agreement remains in force.
3.2 If the Subscriber owns a domain name or wishes to purchase a new domain name from Samui the domain name may be pointed to the Subscriber Website subject to the domain name not containing Prohibited Material.
- SITE ADMINISTRATOR
4.1 The Site Administrator represents the Subscriber in all dealings with Samui pertaining to the Website.
- PASSWORDS AND USERNAMES
5.1 On the Registration Form the Subscriber must specify a user name (email address) and password used to access the SamuiXpress System for future editing of the Subscriber Website and updating of account or payment information. Samui may reject any usernames or passwords that contain Prohibited Material. If the username desired is rejected by Samui the Subscriber shall choose a revised name until a name is found that is acceptable to both the Subscriber and Samui. Samui shall keep all username and password information confidential. The Subscriber must also keep any passwords and usernames confidential.
5.2 Samui shall not permit and shall use to it's reasonable endeavours, prevent any access to the SamuiXpress System to modify, adapt, access or alter the Subscriber Website unless by the Site Administrator or other individual known or unknown who is in possession of a valid username and password combination. Samui cannot accept liability arising from any failure by the Subscriber to;
(a) keep the password and/or username confidential and/or secure or
(b) any breach of security caused by any third party hacking or otherwise gaining unauthorised access to any part of the SamuiXpress System if such access could not reasonably have been prevented by Samui implementing adequate security measures. Samui shall otherwise be responsible for the security of the Samui System.
- FEES AND PAYMENT
6.1 At the end of each annual period for which the Subscriber has paid a Subscription Fee a further annual subscription charge will be due from the Subscriber if continued use of the Service is desired. Samui shall notify the Subscriber that payment of the annual subscription charge is required if Service is to be continued exactly 30 days before the end of the already paid annual contract. If following such notice Samui does not receive payment of monies due in respect of the Subscription Charge the Subscriber Website shall be removed from public view. In such case a copy of the Website will be maintained for a period of 14 days and if Samui receive the applicable payment from the Subscriber during this period the Website will be made available once more and the Subscriber account records updated accordingly. If Samui do not receive payment of the Annual Subscription Charge from the Subscriber by the end of this 14 days period the Website shall be deleted, this agreement shall be Terminated and Samui will be absolved of all obligations. The Website and any information the Subscriber has provided to Samui will be unrecoverable. Thereafter if the Subscriber wishes to use the SamuiXpress System a new Website must be constructed by the Subscriber and a new agreement therefore entered into.
- HOSTING OF SUBSCRIBER WEBSITE
7.1 Read the Terms & Conditions for website hosting.
- EDITORIAL CONTROL/ RESPONSIBILITY / CONTENT
8.1 Samui reserve the right to remove content from the Subscriber Website without notice and at Samui's sole discretion if in Samui's opinion it contains Prohibited Material. In such event Samui shall immediately notify the Subscriber of any changes to the Website and the reason therefor.
- PRIVACY AND DATA PROTECTION
9.1 Samui and the Subscriber each acknowledge and shall be responsible for ensuring their own full compliance with the Data Protection Acts 1984 and 1998 and all similar laws relating to the protection of personal data in force from time to throughout the world.
- WARRANTIES REPRESENTATIONS AND UNDERTAKINGS
10.1 Each party warrants and represents to the other that it is entitled to enter into and perform the Agreement.
10.2 The Subscriber undertakes to Samui that:
(a) the Content that the Subscriber and it's agents or representatives adds to the Website shall not contain Prohibited Materiel and shall not infringe the Intellectual Property Rights of any third party.
(b) The Subscriber is authorised or entitled to publish the content placed on the Website.
10.3 Samui undertake to the Subscriber that all of the Services will be performed with all reasonable care and skill such as would be expected from a service provider with the appropriate and relevant experience necessary to provide services such as the Services to the highest standards and Samui shall in addition conform to all professional standards and others generally accepted within the industry to which the Services relate.
10.4 Samui will at all times in the provision of the Services comply with any and all legal and regulatory requirements and all applicable guidelines and codes of practice.
- LIABILITY
11.1 Samui shall not exclude or limit its liability for:
(a) death or personal injury to the extent that it results from the negligence or wilful default of itself, its employees, agents or sub-contractors; or
(b) fraudulent misrepresentation; or
(c) any breach of any undertaking as to title, quiet possession and freedom from encumbrance implied by law.
11.2 However, subject to the provisions of clause 11.1 above and clause 11.3 below:
(a) Samui's liability for loss or damage to tangible property shall be limited in total to a maximum of £250,000; and
(b) Samui's liability for all other loss shall not be more than the charges paid by the Subscriber to Samui in accordance with the terms of this Agreement.
11.3 Without affecting any responsibility Samui may have under clause 11.1, Samui shall not be liable for any economic, indirect or consequential loss or damages including, but not limited to, loss of profits, business, revenue or goodwill, loss of contracts and/or loss of the use of any equipment or process or loss of operational time or loss of availability.
11.4 Samui shall not be liable for loss of, damage to or corruption of data.
11.5 Samui shall be liable for any acts or omissions of its employees, agents and sub-contractors and the levels of liability in this clause 11 shall apply to such liability.
11.5 The Subscriber agrees that the terms of this Agreement take into account the limitations and exclusions as set out in this clause 11 and undertakes to take measures to protect its business whether through suitable insurance or otherwise having regard to its particular circumstances and the terms of this Agreement.
11.6 This clause 11 shall not affect the provisions of clause 7.2 on the payment of service credits and any payment of service credit shall not affect any liability that Samui may otherwise have under this Agreement.
11.7 The provisions of this clause 11 shall remain in effect after the termination of this Agreement whatever the reason or method of termination.
- CONFIDENTIALITY
12.1 Each of the parties undertakes to the other to keep confidential all information (written or oral) concerning the business and affairs of the other that it may obtain or receive as a result of the discussions leading up to or the entering into of the Agreement save that which is:
(a) trivial or obvious;
(b) already in its possession other than as a result of a breach of this clause; or
(c) in the public domain other than as a result of a breach of this clause.
12.2 Each party undertakes to the other to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of Clause 12.1 by its employees, agents and sub-contractors.
12.3 The provision of this Clause 12 shall survive termination or expiry of the Agreement.
- INTELLECTUAL PROPERTY
13.1 Samui warrants that it owns and/or controls all Intellectual Property Rights in and to the SamuiXpress System and that we are entitled to use and to authorise the use of the same in accordance with the terms of the Agreement.
- TERMINATION
14.1 The Subscriber may terminate this Agreement at any time by notifying Samui that it wishes to terminate. Unless the Subscriber is terminating because Samui is in breach of this Agreement any advance amount it has paid shall not be refunded.
14.2 Termination of this Agreement is implied if the Subscriber fails to pay to Samui any monies due in respect of the Website provision.
14.3 Either party may terminate the Agreement without prejudice to its other remedies forthwith by notice in writing to the other if:
(a) the other party commits a breach of the Agreement and (in the case of a breach that is capable of remedy) fails to remedy that breach within [30] days of receiving notice specifying the breach and requiring it to be remedied; and/or
(b) the other party goes into liquidation, receivership, or ceases to trade or is otherwise insolvent or unable to pay its bills.
- CONSEQUENCES OF TERMINATION
15.1 In the event of expiry or termination of the Agreement Samui shall remove the Subscriber Website from public view but shall if requested continue to host the Website on the SamuiXpress System for a period of 15 days on a "hidden" password-protected basis in order to enable such content as has been placed onto the Website back to the Subscriber's local systems.
- GENERAL
16.1 The Agreement, and any alterations to the terms and conditions hereof and any terms and conditions expressly incorporated into the Agreement constitutes the entire agreement and understanding of the parties.
16.2 Neither party shall be liable for any breach of the Agreement resulting from causes beyond its reasonable control including without limitation fires, strikes (of its own or other employees), insurrection or riots, civil disorder, war, general failures of the internet (defined as a failure not within the control of the party or a direct contractor, other than the other party hereto, to the party in default) (an 'Event of Force Majeure'). If an Event of Force Majeure shall continue for more than one week then the party not in default shall be entitled to terminate the Agreement. Neither party shall have any liability to the other in respect of the termination of the Agreement as a result of an Event of Force Majeure save that in the case of any fees paid in advance a pro rata portion of such fees paid in advance shall be reimbursed to Subscriber.
16.3 If any part of the Agreement shall become or be declared illegal, invalid or unenforceable for any reason whatsoever such term or provision shall be considered divisible from the Agreement and shall be deemed to be deleted from the Agreement without affecting any other part of the Agreement.
16.4 Any notice required to be given by either party to the other in relation to the Agreement may be given by email and provided that sufficient evidence of receipt is obtained the date of the notice shall be the time shown by such receipt however we shall ensure that notices that we send to you shall be followed by a hard copy delivered by hand or by post. to the address first written above. Any notice you wish to send to use should be sent by email to info@samuiXpress.co.uk
THE AGREEMENT IS EXECUTED WHEN THE SUBSCRIBER INDICATES ACCEPTANCE OF IT EITHER BY COMPLETING ON-LINE THE CONSTRUCTION OF A WEBSITE USING THE SAMUIXPRESS SYSTEM OR IN THE EVENT THAT THE WEBSITE IS CREATED FOR THE SUBSCRIBER THE AGREEMENT IS EXECUTED THE FIRST TIME THAT THE SUBSCRIBER, SITE ADMINISTRATOR OR OTHER PERSON SO AUTHORISED BY THE SUBSCRIBER LOGS IN AND BEGINS EDITING THE SUBSCRIBER WEBSITE.