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Neville & Rowe Ltd
Terms and Conditions of Business:
25 April 2005
TERMS:-
Our standard terms and conditions are incorporated into any agreement between Neville & Rowe Ltd and its Customers and are therefore legally binding upon both parties. Customers indicate their intention to be legally bound by these terms and conditions by the placing of an order with Neville & Rowe Ltd. For the avoidance of doubt, the submission of an order and its confirmation by Neville & Rowe Ltd creates a legally binding contract between you, the Customer and Neville & Rowe Ltd. Upon confirmation of an order, Neville & Rowe Ltd will supply an invoice specifying the services to be provided and the fees payable in respect of those services. This is the “Customer’s specification” referred to in the following clauses. Invoices will be supplied by email unless otherwise requested. Payment falls due in accordance with the payment arrangements applicable to the services detailed in the Customer’s specification. Payment arrangements relating to the services provided by Neville & Rowe are detailed in Clause 4 of these Terms and conditions. Any failure by the Customer to pay the agreed fees when they fall due will amount to a breach of contract and as such will be actionable in law.
Once an order has been placed with Neville & Rowe Ltd, the Customer has a 14 day “cooling off” period. During this time if the Customer wishes to cancel their order, they may do so without penalty. If a cancellation is received more than 14 days from when the order was placed, the customer will be subject to a cancellation fee representing 15% of the total amount payable as detailed in the Customer’s specification. Cancellation thereafter will be subject to payment of the total amount detailed in the Customer’s specification on a pro rata basis.
These terms and conditions will not be varied for individual customers.
1 DEFINITIONS
1.1 In this Agreement the following words and expressions shall have the following meanings:
1.1.1 "downtime" means any service interruption in the availability to visitors of any website created and/or hosted by Neville & Rowe Ltd.
1.1.2 " intellectual property rights" means patents, trade marks, design rights, applications for any of the foregoing, copyright, topography rights, database rights, rights in know-how, trade or business names and other similar rights or obligations, whether registrable or not in any country;
1.1.3 "Neville & Rowe" and “the company” means Neville & Rowe Ltd
1.1.4 "The Customer" means any entity placing an order with Neville & Rowe.
1.1.5 "IP address" stands for internet protocol address which is the numeric address for the server;
1.1.6 "ISP" stands for internet service provider;
1.1.7 "server" means the computer server equipment operated by Neville & Rowe in connection with the provision of the Services detailed in the Customer’s specification;
1.1.8 "the Services detailed in the Customer’s specification" means web hosting, domain name registration, email and any other services or facilities detailed in the customer’s specification.
1.1.9 "spam" means sending unsolicited and/or bulk emails;
1.1.10 "virus" means a computer programme that copies itself or is copied to other storage media, including without limitation magnetic tape cassettes, memory chips, electronic cartridges, optical discs and magnetic discs, and destroys, alters or corrupts data, causes damage to the user's files or creates a nuisance or annoyance to the user and includes without limitation computer programs commonly referred to as "worms" or "Trojan horses";
1.1.11 "visitor" means a third party who has accessed any Website created and/or hosted by Neville & Rowe;
1.2 Product specifications and details may be found at http://www.nevilleandrowe.co.uk/
1.3 Words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders.
1.4 The headings of the paragraphs of this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or Interpretation of this Agreement.
2 INTRODUCTION
2.1 The Customer wishes to provide Neville & Rowe with information necessary to produce the data that will be hosted on Neville & Rowe’s servers and made accessible via the Internet.
2.2 Neville & Rowe provides web hosting services and has agreed to host the Customer's data upon the following terms and conditions and upon payment of the fee as agreed with the customer.
2.3 Neville & Rowe provides other services and has agreed to provide the services detailed in the customer’s specification upon the following terms and conditions and upon payment of the fee as agreed with the customer.
3 DUTIES
3.1 Neville & Rowe shall provide to the Customer the Services detailed in the Customer’s specification subject to the following terms and conditions.
3.2 The Customer shall deliver to Neville & Rowe the information necessary to enable the company to provide the services detailed in the customer’s specification. Provision of such data shall be considered consent for Neville & Rowe Limited to conduct such processing as is necessary to provide the services detailed in the customer’s specification.
3.3 The Customers data shall only be accessible for:
(I) modification by Neville & Rowe and/or
(II) modification by the customer where the company provides:
(a) PROFESSIONAL HOSTING
Where Neville & Rowe agrees to provide professional hosting services for the customer, the Customer will be provided with a Control Panel for administering their Website, an editor for creating changes to the content of their Website and FTP access. Neville & Rowe accepts no responsibility for data loss or corruption during the provision of this service or otherwise.
(b) SOFTWARE ON DEMAND
Where the Customer wishes to have CRM, ERP or Accounting software hosted by Neville & Rowe, the Customer will be provided with a Control Panel for administering the hosted software. Neville & Rowe accepts no responsibility for data loss or corruption during the provision of this service or otherwise.
3.4 Neville & Rowe will endeavour to provide the customer with a fully functional website within 7 working days. However, the company can accept no liability whatsoever for failing to provide such a site within this time-limit., Such failure may be due to: a period of high demand for Neville & Rowe’s services, time spent before customer funds clear, time spent by customer approving drafts, disruptions due to server failure and failure in communication lines.
The above list is not intended to be exclusive or exhaustive.
4 CHARGES AND PAYMENT
4.1 Payment methods: Payments may be made online via Paypal. This online payment service accepts credit cards (including MasterCard, Visa, American Express) and debit cards, including Switch/maestro. Neville & Rowe also accepts payment by cheque and bank transfer. The company does not take payment in cash or by any other means not specified in this clause.
4.2 All Charges are exclusive of VAT, which if payable shall be paid by the Customer.
4.3 Neville & Rowe shall be entitled to charge interest in respect of late payment of any sum due under this Agreement, which shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 8% per annum above the base rate of the Bank of England from time to time in force.
4.4 Due Dates for Payment:
The date upon which payment becomes due and from which Neville & Rowe becomes entitled to charge interest in accordance with Clause 4.3 above, is specific to the service/s detailed in the Customer’s specification, as follows:
4.4.1 Websites – 50% of the fees agreed in the Customer’s specification are due in advance of commencement of any work by the company, with the remaining 50% becoming payable upon completion of such work. The advanced portion of the payment becomes due on the date of confirmation of the Customer’s order by Neville & Rowe. The remaining 50% falls due upon completion of work or six weeks after work is commenced, whichever is the earlier.
Any changes required by the customer which fall outside the agreed customer specification are charged separately in accordance with the Company’s change request policy.
4.4.2 Software On Demand – payment is required in advance of installation and becomes due on the date of confirmation of the Customer’s order by Neville & Rowe.
4.4.3 Web hosting – payment is required in advance of provision of this service and becomes due on the date of confirmation of the Customer’s order by Neville & Rowe.
4.4.4 Consultancy – payment is required in arrears and becomes due on the date of the invoice supplied to the Customer by Neville & Rowe.
4.4.5 Other services – the due dates and arrangements for payment for other services provided from time to time by Neville & Rowe will be detailed in the Customer’s specification.
4.5 Neville & Rowe do not provide credit facilities.
4.6 From time to time Neville & Rowe may make enquiries on the Customers company, proprietor or directors of the Customers company with credit reference agencies. These agencies may record that a search has been made and share this information with other businesses. Such data-sharing is permissible under the terms of the UK Data Protection Act 1998.
5 IP ADDRESSES
5.1 Neville & Rowe shall maintain control and ownership of the IP address that is assigned to the Customer as part of the Services and reserves the right in its sole discretion to change or remove any and all IP addresses.
5.2 Where Neville & Rowe changes or removes any IP address it shall use its reasonable endeavours to avoid any disruption to the Customer.
6 SOFTWARE LICENCE AND RIGHTS
6.1 Any and all intellectual property rights vesting at the time of this agreement in Neville & Rowe in respect of software owned by or licensed to Neville & Rowe (Neville & Rowe’s software) are retained by the company. No use of Neville & Rowe’s software is permitted for any purpose without the express permission of the company.
6.2 If the Customer requires use of software owned by or licensed to Neville & Rowe ("Neville & Rowe's Software") in order to use the Services specified in the Customer’s specification, Neville & Rowe grants to the Customer, and (as appropriate) its employees, agents and third party consultants and contractors The express permission referred to in clause 6.1 (above) in the form of a royalty-free, world-wide, non-transferable, non-exclusive licence to use Neville & Rowe’s Software in object code form only, in accordance with the terms of this Agreement. For the avoidance of doubt, this Agreement does not transfer or grant to the Customer any right, title, interest or intellectual property rights in Neville & Rowe’s Software.
6.3 In relation to Neville & Rowe's obligations under this Agreement in connection with the provision of the Services detailed in the Customer’s specification, the Customer grants to Neville & Rowe a royalty-free, world-wide, non-exclusive licence to use the Customer Software and all text, graphics, logos, photographs, images, moving images, sound, illustrations and other material and related documentation featured, displayed or used in or in relation to the services specified in the Customer’s agreement ("the Content"). For the avoidance of doubt, this Agreement does not transfer or grant to Neville & Rowe any right, title, interest or intellectual property rights in the Customer Software or the Content.
6.4 The Customer undertakes that he will not himself or through any third party, sell, lease, license or sublicense Neville & Rowe’s Software.
6.5 Neville & Rowe may make such copies of the Customers Content as may be necessary to perform its obligations under this Agreement, including back up copies of the Content. Upon termination or expiration of this Agreement, Neville & Rowe shall destroy all such copies of the Content and other materials provided by the Customer as and when requested by the Customer.
7 SERVICE LEVELS AND DATA BACKUP
7.1 Neville & Rowe shall use its reasonable endeavours to make the server and the Services available to the Customer 100% of the time but because the Services are provided by means of computer and telecommunications systems, Neville & Rowe makes no warranties or representations that the Service will be uninterrupted or error-free and Neville & Rowe shall not, in any event, be liable for interruptions of Service or downtime of the server.
7.2 Neville & Rowe carries out data backups for use by Neville & Rowe in the event of systems failure. Neville & Rowe do not provide data restoration facilities for individual customers. Even though every effort is made to ensure data is backed up correctly Neville & Rowe accepts no responsibility for data loss or corruption.
8 ACCEPTABLE USE POLICY
8.1 All services provided by Neville & Rowe, including websites created and/or hosted by the company, may be used for lawful purposes only. The Customer may not submit to, post, publish or display on any website created and/or hosted by Neville & Rowe, or use any other service provided by the company for the purpose of submitting, posting, publishing, displaying, distributing or otherwise disseminating any content or other material which breaches any statute, regulation or other law.
In particular the Customer agrees not to:
8.1.1 use any of Neville & Rowe’s services, including any website created and/or hosted by the company, in any way to send unsolicited commercial email (known as “spam”);
8.1.2 send email or any type of electronic message with the intention or result of affecting the performance of any computer facilities;
8.1.3 publish, post, distribute or disseminate defamatory, obscene, indecent or other unlawful material or information, or any material or information which infringes any legal rights including intellectual property rights (for the avoidance of doubt this includes licensed software distributed as Warez), via the Services detailed in the Customer’s specification including any website created and/or hosted by Neville & Rowe;
8.1.4 threaten, abuse, disrupt or otherwise violate the rights (arising from law and otherwise) (including rights of privacy and publicity) of others;
8.1.5 engage in illegal or unlawful activities through the Services detailed in the Customer’s specification, including any website created and/or hosted by Neville & Rowe;
8.1.6 upload or otherwise make available to any of the services detailed in the Customer’s specification, including any website created and/or hosted by Neville & Rowe, files which the Customer knows contain a virus, worm, trojan or corrupt data;
8.1.7 obtain or attempt to obtain access, through whatever means, to areas of Neville & Rowe's network or Services which are identified as restricted or confidential. This includes leaving your home directory whilst using SSH access to servers. This example is not exclusive or exhaustive;
8.1.8 operate or attempt to operate IRC bots or other permanent server processes.
8.2 The Customer has full responsibility for the content of the Website. For the avoidance of doubt, Neville & Rowe is not obliged to monitor, and will have no liability for, the content of any communications transmitted by virtue of the Services detailed in the Customer’s specification, including any website created and/or hosted by the company.
8.3 If the Customer fails to comply with the Acceptable Use Policy outlined in Clause 8.1 Neville & Rowe shall be entitled to withdraw the Services detailed in the Customer’s specification and terminate the Customer's account without notice. If such withdrawal and termination becomes necessary, no monies paid by the Customer to Neville & Rowe under this agreement will be repaid to the Customer.
9 ALTERATIONS AND UPDATES
9.1 All alterations and updates to any website created by Neville & Rowe shall be made by the company unless otherwise specified in writing by Neville & Rowe.
10 WARRANTIES
10.1 The Customer warrants and represents to Neville & Rowe that Neville & Rowe's use of the Content or the Customer Software in accordance with this Agreement will not infringe the intellectual property rights of any third party and that the Customer has the authority to license the Content and the Customer Software to Neville & Rowe as detailed in Clause 6.2 & Clause 6.3.
10.2 Neville & Rowe accepts no liability for its services not being fit for particular purposes unless those purposes are brought to the company’s attention by the Customer in advance of work being carried out by Neville & Rowe and are detailed in the Customer’s specification.
10.3 Neville & Rowe shall not be liable to the Customer as a result of any viruses introduced or passed on to the Customer.
11 INDEMNITY
11.1 The Customer agrees to indemnify and hold Neville & Rowe and its employees and agents harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Neville & Rowe arising out of any breach by the Customer of the terms of this Agreement or other liabilities arising out of or relating to the services detailed in the Customer’s specification, including any website created and/or hosted by Neville & Rowe.
11.2 This indemnity does not exclude, qualify or otherwise restrict Neville & Rowe’s rights to pursue legal remedies in respect of any breach by the Customer.
12 LIABILITY
12.1 Nothing in these terms and conditions shall exclude or limit Neville & Rowe's liability for death or personal injury resulting from Neville & Rowe's negligence or that of its employees, agents or sub-contractors.
12.2 The entire liability of Neville & Rowe to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.
12.3 In no event shall Neville & Rowe be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or Neville & Rowe had been made aware of the possibility of the Customer incurring such a loss.
13 TERM AND TERMINATION
13.1 This Agreement will become effective upon the date of confirmation of the Customer’s order by Neville & Rowe and shall continue until terminated by either party in writing of its intention to terminate the Agreement.
13.1.1 the Customer may terminate this Agreement within 14 days of the service being ordered and receive a full refund. After this period Neville & Rowe will not refund any money to the Customer and the Customer will be liable to a cancellation fee as detailed in the opening paragraph of these terms and conditions.
13.1.2 the Customer may terminate this Agreement forthwith by giving Neville & Rowe 30 days notice in writing.
13.2 Neville & Rowe shall have the right to terminate this Agreement with immediate effect by notice in writing to the Customer if the Customer fails to make any payment when it becomes due.
13.3 Either party may terminate this Agreement forthwith by notice in writing to the other if:
13.3.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or
13.3.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances; or
13.3.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or
13.3.4 the other party ceases to carry on its business or substantially the whole of its business; or
13.3.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
13.4 Any rights to terminate this Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of this Agreement as at the date of termination.
13.5 On termination Neville & Rowe will provide you with a backup copy of the Database used by the Content Management System used to publish your Website.
13.6 On termination all data held in the customers account will be deleted.
14 ASSIGNMENT
14.1 Neville & Rowe may assign or otherwise transfer this Agreement at any time.
14.2 The Customer may not assign or otherwise transfer this Agreement or any part of it without Neville & Rowe's prior written consent.
15 FORCE MAJEURE
15.1 Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any Internet Service Provider, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
16 SEVERANCE
16.1 If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
17 NOTICES
17.1 Any notice to be given by either party to the other may be sent by either email, fax or recorded delivery to the address of the other party as appearing in this Agreement or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by fax shall be deemed to be served on receipt of an error free transmission report, or if sent by recorded delivery shall be deemed to be served 2 days following the date of posting.
18 ENTIRE AGREEMENT
18.1 This Agreement contains the entire Agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. This Agreement may be updated without notice.
19 GOVERNING LAW AND JURISDICTION
19.1 This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
20 DISTANCE SELLING REGULATIONS
20.1 All services supplied by Neville & Rowe are excluded from the Distance Selling Regulations that are outlined in the Distance Selling Act.
21 DOMAIN NAME REGISTRATION
21.1 Domain names are not deemed to be successfully registered until they appear in the relevant whois database of the top level domain name registrar. In the event that a domain name is unavailable when we attempt to register it Neville & Rowe will provide a full refund for that domain name.
22 PRIVACY
22.1 Neville & Rowe is registered with the Information Commissioner’s Office in accordance with the Data Protection Act 1998 (the Act). Details of the Notification are available on the Public Register of Data Controllers. We process data for the purposes notified therein to provide our services to the customer as requested through the provision of a specification.
22.2 Any personal data we may collect/hold on you is processed in accordance with the terms of the Act. In giving freely this information, the customer is giving consent for Neville & Rowe to process this data in this way. The data is held securely in line with the legislation and copies of our policies in this regard are available.
22.3 To protect your privacy, we will not distribute your personal data to third parties unless required to do so by law or with your specific consent. Nor will we share the data of any other third party with you unless we have their specific consent.
22.4 None of the above should be construed as affecting your rights under the Data Protection Act 1998 to request a copy of any personal data we may hold on you. Please note that Neville & Rowe do exercise their right to charge £10.00 per request as an administration charge. This is payable in advance at the time of making the request. Please also note that all such requests must be made in writing and can only be made for YOUR personal data.
23 DATA TRANSFER
23.1 Web hosting accounts include a certain amount of data transfer. The amount of data transfer permitted on the Customer’s account is specified in the Customer’s agreement with Neville & Rowe. If the Customer exceeds the amount of data transfer specified in the said agreement in any one month the said account will be deactivated until the Customer upgrades to an account which has more data transfer included. In the event that such deactivation becomes necessary, no monies paid under this agreement by the Customer to Neville & Rowe will be repaid to the Customer.
23.2 Web hosting accounts are prohibited from hosting file distribution websites, adult content orientated websites, hosting banners, graphics or cgi scripts for other websites, storing pages, files or data as a repository for other websites, reselling or giving away web space under a domain, sub domain or directory.
24 SERVER USAGE
24.1 Should the Customer’s account use more than 5% of the servers processing power and as a result have a detrimental effect on other customers, Neville & Rowe will discuss with the Customer alternative solutions for their hosting requirements. If no acceptable alternative arrangement can be made, the company will be obliged to terminate its hosting of the Customer’s website.
25 CONTENT SERVICE
25.1 Neville & Rowe's Content Service includes Neville & Rowe's Hosting Service. The Customer may send Neville & Rowe one A4 page of changes comprised of text and images once every week within the price agreed and detailed in the Customer’s specification. If additional changes are required by the Customer in any one week, an extra charge must be agreed with Neville & Rowe.
26 THIRD PARTIES
Neville & Rowe may from time to time require input from third parties operating in a range of fields in order to provide the services detailed in the Customer’s specification. In such cases, the company will endeavour to facilitate contact between its Customers and such third parties. In that event, any such third party will be engaged by the Customer. For the avoidance of doubt, any legal relationship arising between any Customer of Neville & Rowe and any third party in connection with Neville & Rowe’s provision of the services detailed in the Customer’s specification will be entirely independent of and unconnected with the contract between the Customer and Neville & Rowe. As such, Neville & Rowe accepts no liability for any loss, damage or other detriment howsoever caused to the Customer by the negligence of any third party whatsoever.
27 EMAIL NEWSLETTER
Neville & Rowe communicates with its customers via email and as such Customers agree to receive by email our regular newsletter which contains amongst other things changes to our terms and conditions, notification of major outages, updates to our products & features and special offers.
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Terms and Conditions 
