Terms and Conditions
These terms and conditions shall apply to the agreement between S&S UK Solutions Ltd trading as Uncle Bob Technologies (‘UBTech’) and the individual or company applying for the provision of services by UBTech (‘the Supplier’).
It is hereby agreed as follows:
In this Agreement, the following words and phrases shall have the following meanings:
‘Confidential Information’ – information which is identified as confidential or proprietary by either party or the nature of which is clearly confidential or proprietary.
‘Fees’ – the fees due for the provision of the Services as calculated in accordance with the Price List or such other fee as is agreed.
‘UBTech website’ – the website located at http://www.uncleb.tech
‘Inappropriate Material’ – material that under the laws of any jurisdiction where the material can be accessed is or may be any the following: unlawful, threatening, abusive, harmful, obscene, pornographic, malicious, profane, libellous, defamatory, infringes any Intellectual Property Rights, constitutes or encourages a criminal offence or contains a virus, worm, trojan horse or other harmful code.
‘Intellectual Property Rights’ – copyrights, patents, registered and unregistered design rights, topography right trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world.
‘Product Management’ – consists of uploading and managing client product range. This activity also includes adding photos and descriptions of each product.
‘Material’ – text, graphics, images, sound, video or any combination thereof
‘Name’ – any name specifically requested by or allocated to you for the provision of the Services including, without limitation, any domain name or mailbox name.
‘Price List’ – a list of current standard prices for each of the Services available on request from UBTech.
‘Relevant Legislation’ – such laws of England and Wales and the Client’s country as relate to data protection and to laws of England and Wales and the Client’s country governing Inappropriate Material.
‘Services’ – the services provided by UBTech to the Client pursuant to these terms and conditions and any other specified by UBTech at the time of order.
‘Website’ – a website on the World Wide Web
- Payment(s) and Services
2.1 In consideration for the payment of the Fees calculated and agreed in accordance with the Price List and/or a bespoke price at the time of the completion of an Order request by the Client, UBTech agrees to provide the Services.
2.2 The Client agrees to make payment for the Services provided under this Agreement within 7 days of presentation of UBTech’ invoice.
2.3 If the Client fails to pay any invoice which is due and payable under this Agreement, UBTech shall be entitled to charge interest on a daily basis on the overdue amount and on outstanding interest from the date of such failure until payment (both before and after judgement) at an annual rate of 6% above the base rate of Natwest Bank plc for the time being in force.
2.4 Non-delivery or non-performance of services by any third party shall not give the Client any right to delay any payment to UBTech or to make any claim whatsoever against UBTech.
2.5 If UBTech does not receive payment in full by the due payment date, it may after giving 30 days notice, terminate this Agreement as regards any Service requested by the Client without further obligation to the Client.
2.6 For the purposes of this Agreement, time of payment is of the essence.
2.7 In the case of new Clients: Any payment or part payment up front (Sometimes described as a deposit) that has been received shall not be refunded once any work has commenced and therefore should the Client cancel a project prior to completion the monies received shall be retained by UBTech as recompense. In cases where the value of the work being carried out by UBTech exceeds the value of the initial payment or deposit then UBTech reserves the right to invoice the Client for the remaining cost of the project irrespective of the imposed delay or cancellation by the Client.
2.8 Once a service has been delivered to the Client as per the requirement, any major modifications will be subject to an additional charge. This will be discussed once a request is made.
- Client Authorisation and Obligations
3.1 The Client acknowledges and accepts that to enable UBTech properly to provide the Services it must co-operate with UBTech as required by UBTech and, without limitation in particular:
3.1.1 the Client must provide UBTech with accurate details of its e-mail and physical addresses and promptly notify UBTech in writing of any alterations thereto from time to time;
3.1.2 the Client must obtain the consent of individuals whose personal data are to be held on a domain name register or are otherwise provided to UBTech;
3.1.3 keep the Client’s user ID (or other form of username) and passwords secure so that such ID and passwords are only used by the Client or those authorised by the Client.
3.1.4 the Client must ensure that any images/content provided to UBTech are free from any restrictions for commercial use. UBTech is not responsible for ensuring the Client meets the image copyright guidelines.
- UBTech Warranties and Limitations of Liability
4.1 In performing our obligations under this Agreement, we shall exercise the reasonable care and skill of a competent Service provider.
4.2 Except as expressly set out in this Agreement, all conditions or warranties which may be implied or incorporated into this Agreement by law or otherwise are hereby expressly excluded to the extent permitted by law. In particular, but without limitation, we exclude any warranty as to the quality or accuracy of information received through the Service.
4.3 You acknowledge and agree that we are unable to exercise control over the content of the information transmitted via the UBTech network and/or the Service and that we do not examine the use to which Clients put the Service or the nature of the information and/or software they are sending or receiving, hence, we hereby exclude all liability of any kind for the transmission or reception of infringing information of whatever nature.
4.4 While we will use all reasonable endeavours to provide a prompt and continuing service, you are responsible for ensuring yourself and/or your organisation against all loss of or damage to data, hence, we will not be liable to you for any loss of or damage to data stored/transmitted on/using the Service and/or the UBTech network.
4.5 You acknowledge and agree that it is your responsibility to adopt appropriate security measures for the protection of your computer systems as a result of your use of the Service and/or the UBTech network.
4.6 We will not be liable to you, whether in contract, tort or otherwise:
4.6.1 for loss, whether direct or indirect, of business, revenue or profits anticipated savings or wasted expenditure, corruption or destruction of data or for any indirect or consequential loss whatsoever; or
4.6.2 for the acts or omissions of other providers of telecommunication services or for faults in or failures of their apparatus.
4.6.3 for mispriced or incorrect descriptions on products and services. It is the responsibility of the Client to ensure they are satisfied with any such changes before and after the content has been published.
4.7 In any event our liability to you in respect of an event or series of connected events arising out of or in connection with the Agreement, whether in contract, tort or otherwise, shall be limited to the amount of the fee for the Services.
4.8 Each provision of this Clause 4 excluding or limiting liability shall be construed separately and shall apply and survive even if for any reason one or other of these provisions is held inapplicable or unenforceable in any circumstances and shall remain in force notwithstanding the termination or expiry of this Agreement.
4.9 Any liability of UBTech whatever arising under these terms or otherwise in respect of the Service or any product shall be deemed to end twelve months after the date on which the Client became aware of the event giving rise to the liability. For the avoidance of doubt, the Client acknowledges and agrees that no claims or actions by the Client can be validly made after the expiry of twelve months following such date.
5.1 Either party may terminate this Agreement by notice in writing to the other party having immediate effect if:
5.1.1 either party is in breach of any of its obligations under this Agreement;
5.1.2 either party is a company and a resolution is passed for its winding up or a petition for its liquidation is presented; or
5.1.3 either party is an individual and a petition for bankruptcy is presented against it: or
5.1.4 a receiver or liquidator (where the party in question is a company) or (where the party in question is an individual) a trustee in bankruptcy is appointed over it or any of its assets; or
5.1.5 either party proposes or enters into any arrangement or composition with or for its creditors (including any voluntary arrangement);
5.1.6 either party provides the other with any false, inaccurate or misleading information for the purpose of obtaining or providing the Services;
5.2 In the event that any of the circumstances identified in clause 5.1 arises, either party shall have the option to terminate this Agreement as regards all Services provided or to be provided or only as regards that Service or those Services in respect of which the breach is considered by UBTech to have been committed; and
5.3 In the event that any of the circumstances identified in clause 5.1 arises, either party shall be entitled to recover any sums due to it pursuant hereto whether invoiced or not at the date of termination.
5.4 Either party may terminate this Agreement on one month’s written notice served in accordance with these terms and conditions.
5.4a Termination of agreement by the client that involves the Transfer of domain name(s) to an alternative provider. In this case the client accepts that UBTech require that all outstanding amounts owed, including the amount(s) that have or will accrue in and up to the last day of month in which the termination or transfer date is requested, are paid in full prior to release of the domain name(s)
6.1 Each of the parties agrees (subject to clauses 6.2 and 6.3) not to:
6.1.1 disclose any confidential information received from the other party; or
6.1.2 make any use of any such confidential information other than for the purposes of performance of this Agreement.
6.2 Each party may disclose confidential information received from the other to its responsible employees, consultants, sub-contractors or suppliers who need to receive the information in the course of performance of this Agreement.
6.3 The confidentiality obligations under clause 6.1 shall not apply to any information which:
6.3.1 is or subsequently becomes available to the general public other than through a breach by the receiving party; or
6.3.2 is already known to the receiving party before disclosure by the disclosing party;
6.3.3 is developed through the independent efforts of the receiving party; or
6.3.4 the receiving party rightfully receives from a third party without restriction as to use.
- Provision of Service
7.1 We reserve the right to vary the service at any time, however, we shall inform you of such variations where we deem it necessary to do so and where reasonably practicable in the circumstances. Any such variation will not significantly detract from the service provided.
7.2 Unless specifically quoted otherwise on the request Form; The Client acknowledges that, without limitation, any content management system (often referred to as ‘updating system’) offered as part of the Service remains the sole property of UBTech. Such systems are not permitted to be used by the Client after the termination of this agreement.
8.1 UBTech agrees to comply with the Data Protection Act 1986 and the Client agrees to furnish UBTech with details of the Clients registration under the Act (if required). The Client warrants that any personal data supplied for use in its campaigns have been appropriately obtained and registered under the Act.
8.2 Any notice to be given under this Agreement shall be in writing addressed to the principal place of business, registered office or such other addresses as may be notified by either party to the other for this purpose. The writing shall include facsimile transmission or similar means of communication.
8.3 No waiver by UBTech or any breach of this Agreement by either party shall be considered a waiver of the subsequent breach of the same or any other provision.
8.4 If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Agreement shall not be affected.
8.5 The Laws of England, Wales and Scotland shall govern this Agreement.
- Name and Internet Protocol Address
9.1 You confirm and warrant that you are the owner of, or that you have been and are duly authorised by the owner to use, any trademark or name requested or allocated as your Name.
9.2 You acknowledge that UBTech cannot guarantee that any Name you request will be available or approved for use.
9.3 We have the right to require you to select a replacement Name and may suspend the Service if there are reasonable grounds for us to believe that your current choice of Name might infringe the rights of any other person or company, whether in statute or common law, in a corresponding trademark or name.
9.4 If the Service includes the registration of an internet domain name you acknowledge and agree that:
9.4.1 we do not represent, warrant or guarantee that any domain name applied for by you or on your behalf will be registered by you or in your requested name or is capable of being registered by you or that the use of such domain name by you will not infringe any third party rights. Accordingly, you should take no action in respect of your requested domain name(s) until you have been notified that your requested domain name has been duly registered and we shall not be liable for any such action taken by you.
9.4.2 The registration of the domain name and its ongoing use by you is subject to the relevant naming authority’ terms and conditions of use and you undertake to us that you will comply with such terms and conditions. You hereby irrevocably waive any claims you may have against us in respect of any decision of a naming authority to refuse to register a domain and, without limitation, you acknowledge and agree that any administration or other charge paid by you in respect of the registration of the domain name is non-refundable in any event.
9.4.3 We accept no responsibility in respect of the use of a domain name by you and any dispute between you and any other individual or organisation regarding a domain name must be resolved between the parties concerned and we will take no part in any such dispute. We reserve the right, on becoming aware of such a dispute concerning a domain name, to make such representations to the relevant naming authority as we deem appropriate and/or if required by law or other competent authority, to either suspend or cancel the relevant service associated with the domain name.
9.4.4 Any Internet Protocol address allocated by us to you shall at all times remain our sole property and you will have a non-transferrable licence to use such address for the duration of this Agreement. If this Agreement is terminated for whatever reason, your licence to use the Internet Protocol address shall automatically terminate and thereafter you shall not use such address.
- Website Hosting
10.1 The Client undertakes to receive hosting and technical support services from UBTech for an initial duration of twelve months, payable monthly via Direct debit.
10.2 File Back-Up: UBTech is not responsible for the Client’s data files residing on UBTech’ servers. The Client is solely responsible for independent backup of data stored on UBTech’ servers. UBTech will, however, make best efforts to back up the Client’s website in order to restore it, in the event of failur, unless you have purchased the backup packages.
10.3 The Client shall not knowingly or unknowingly submit to UBTech for publication any of the following material (including pictures, links or any other content):
10.3.1 any material which violates or infringes any copyright, trademark, trade secret, patent, statutory, common law or other proprietary rights of others;
10.3.2 any material that is libellous or slanderous;
10.3.3 any material which is or contains anything obscene or pornographic; or
10.3.4 distribution lists to be used via unsolicited electronic mail or other mass electronic mailings including but not limited to: mass-newsgroup postings; SPAM and unsolicited e-mail sent from Client’s server, or any other service on the Internet, which contains the Clients domain name.
10.4 Any violation of the above conditions will result in termination of the Client’s account.
10.5 Due to the public nature of the Internet, all material submitted by the Client for publication will be considered publicly accessible.
10.6 UBTech publication of material submitted by the Client does not create any express or implied approval by UBTech of such material, nor does it indicate that such material complies with the terms of this Agreement.
- Resale of UBTech Service
11.1 If the Client acts as a ‘reseller’ of the services provided by UBTech to the Client hereunder, by the Client providing similar services to its clients, then all terms of this Agreement shall provide to the resale. Without limiting the foregoing, Clients obligations under Section 4 (UBTech Warranties and Limitations of Liability) shall apply to any and all claims made against the Client and/or UBTech which arise out of the resale of UBTech services.
- Relationship of the Parties
12.1 The parties intend that an independent contractor relationship will be created by this contract and that no partnership, joint venture or employee/employer relationship is intended.
13.1 If any local government entity with taxing authority over the services provided under this Agreement imposes a tax directly on the services provided by UBTech to the Client under this Agreement (excluding any income, business and occupation, capital gain, death or inheritance, or other indirect taxes) then UBTech may pass the direct amount of such costs on to the Client and the Client shall promptly pay such costs.
- E-Mail Services (including e-mail forwarding)
14.1 The Client undertakes that it will not (and will ensure that others under its control will not) via e-mail:
14.1.1 Transmit Inappropriate material;
14.1.2 Infringe the Intellectual Property Rights of any third party;
14.1.3 Make use of UBTech’ Server to an extent or in a manner which in UBTech reasonable opinion is excessive, wasteful or otherwise to the detriment of UBTech, any of UBTech Clients or any other third party, including but not limited to:
18.104.22.168 The transmission of unsolicited bulk e-mail (‘spamming’) or
14.2 When sending an e-mail, the Client acknowledges that it is responsible for complying with any relevant legislation.
14.3 The Client acknowledges and agrees that UBTech is not responsible for the security of the contents of e-mail sent or received by the Client.
14.4 UBTech will use its reasonable endeavours to ensure that messages are routed accurately and promptly but do not accept any liability for non-receipt, non-delivery or misrouting of e-mail or any other failure of the e-mail system.
14.5 UBTech policy is to respect the privacy of e-mail messages sent, received, forwarded or otherwise dealt with by it and the Client acknowledges that UBTech will therefore not monitor, edit or disclose the contents of such messages unless required to do so by law or competent authority.