Terms and Conditions
Terms and Conditions
- The following expressions shall have the following meanings:
- “Client” means any person or company who purchases Services from Dhalco Web Solutions. ("Dhalco Web Solutions");
- “Proposal” means a quotation or other similar document describing the Services;
- “Services” means the consultancy services as described in the Proposal;
- “Terms and Conditions” means the terms and conditions of supply of Services as set out in this document and any subsequent terms and conditions agreed in writing by Dhalco Web Solutions;
- “Agreement” means the contract between Dhalco Web Solutions and the Client for the provision of the Services incorporating these Terms and Conditions;
- “Intellectual Property Rights” means any patent, trademark, service mark, registered design, copyright, design right, right to extract or exploit information from a database, database rights, know-how, confidential information or process, any application for any of the above, and any other Intellectual Property Right recognised in any part of the world whether or not presently existing or applied for;
- These Terms and Conditions shall apply to the Agreement for the supply of Services by Dhalco Web Solutions. to the Client and shall supersede any other documentation or communication between parties.
- Any variation to these Terms and Conditions must be agreed in writing by Dhalco Web Solutions.
- Nothing in these Terms and Conditions shall prejudice any condition or warranty, express or implied, or any legal remedy to which Dhalco Web Solutions. maybe entitled in relation to the Services, by virtue of any statute, law or regulation.
- These Terms and Conditions shall apply to the Agreement for the supply of Domains by Dhalco Web Solutions. to the Client
- The terms and conditions of Nominet which can be found by clicking on the following link: http://www.nominet.org.uk/nominet-terms. This is a separate contract independent of your agreement with Dhalco Web Solutions.
- Domains cost £11.99 per year but can vary, gPvt. Ltd. prices are higher.
- Promotions and special offer are always running and can vary pricing from time to time.
- Customers are sent reminder 30 days before expiration date of the domain.
- Expired domain can be renewed within 30 days of expiry date without additional charges (90 days for all domain ending .uk)
- Domains will be renewed upon payment of issued invoice, or by contacting customer support.
- No charge for transferring a domain out from Dhalco Web Solutions to another registrar as long as all current debts have been cleared.
- For terminating an existing domain/hosting contract within the contract period, there would be a £25+vat admin fee.
- The Proposal for Services is attached to these Terms and Conditions.
- The Proposal for Services shall remain valid for a period of 30 days.
- The Proposal must be accepted by the Client in its entirety.
- The Agreement between Dhalco Web Solutions. and the Client, incorporating these Terms and Conditions, shall only come into force when the Client confirms acceptance by signing these Terms and Conditions.
SERVICES AND DELIVERY
- The Services are as described in the Proposal.
- Any variation to the Services must be agreed between Dhalco Web Solutions. and Client.
- The Services shall commence on the start date and continue until finished date unless terminated according to the terms of this Agreement.
- Dates given for the delivery of Services are estimates only and not guaranteed. Time for delivery shall not be of the essence of the Agreement and Dhalco Web Solutions. shall not be held liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery.
PRICE AND PAYMENT
- The price for Services is as specified in the Proposal and is exclusive of VAT and any other charges as outlined in the Proposal.
- The terms for payment are as specified in the Proposal.
- All direct costs and expenses incurred by Dhalco Web Solutions. in connection with the provision of the Services will be re-charged at cost or according to standard charges as described in the Proposal and are payable by the Client.
- The Client must settle all payments for Services within 15 days from the invoice date.
- The Client will pay interest on all late payments at a rate of 10% (percent) above the base lending rate.
- Dhalco Web Solutions. is also entitled to recover all reasonable expenses incurred in obtaining payment from the Client where any payment due to Dhalco Web Solutions. is late.
- The Client is not entitled to withhold any monies due to Dhalco Web Solutions.
- Dhalco Web Solutions. is entitled to vary the price to take account of:
- Any additional Services requested by the Client which were not included in the original Proposal;
- Any additional work required to complete the Services which was not anticipated at the time of the Proposal;
- Any reasonable increase in hourly rate, if applicable;
- The Client agrees to cooperate with Dhalco Web Solutions and shall provide any support, information and facilities to Dhalco Web Solutions as may be required.
- The Client is responsible for obtaining all necessary permits or approvals to enable Dhalco Web Solutions to provide the Services.
- The Client shall ensure that any areas to be photographed are in a suitable and presentable condition.
- The Client shall make any necessary corrections and subsequently approve all proofs and drafts supplied by Dhalco Web Solutions.
- The Client warrants that the display of and distribution of virtual images, of which they are responsible, via the internet or email, complies with all relevant legislation (including the Data Protection Act 1998 and the Property Misdescriptions Act 1991).
- Dhalco Web Solutions shall take all reasonable steps to avoid mistakes when providing the Services but shall incur no liability should errors be found after the Client has approved the proofs.
- Dhalco Web Solutions cannot guarantee that any search engine will index or list any web pages or sites submitted by Dhalco Web Solutions. However, Dhalco Web Solutions will try to ensure that a site is optimised to increase the speed with which it appears on the search engines’ databases.
INTELLECTUAL PROPERTY RIGHTS
- Dhalco Web Solutions shall take all reasonable steps to ensure that they, or others to whom work has been delegated, refrain from causing damage to the Intellectual Property Rights belonging to the Client.
- The Client shall not distribute any Intellectual Property Rights belonging to Dhalco Web Solutions to any third party without the written consent of Dhalco Web Solutions.
- Any Intellectual Property Rights created as a result of the Services shall belong to Dhalco Web Solutions unless provisions, such as the granting of a royalty-free, world-wide, non- exclusive licence, have been made to the contrary in the Proposal.
- The Client warrants that any material belonging to the Client and its use by Dhalco Web Solutions for the purpose of providing the Services will not infringe the copyright or other rights of any third party, and the Client shall indemnify Dhalco Web Solutions against any loss, damages, costs, expenses or other claims arising from any such infringement.
- The Customer acknowledges that Dhalco Web Solutions systems, servers and equipment may from time to time be inoperative or only partly operational as a consequence of mechanical breakdown, maintenance, hardware or software upgrades, telecommunication connectivity problems or other causes outside its control.
- In the event of any such interruptions Dhalco Web Solutions will notify the Customer by email as soon as reasonably practicable of any such interruptions to its ability to provide the Services.
- Dhalco Web Solutions agrees to rectify faults or problems and to restore the system to full operational capacity as soon as reasonably practicable.
- Subject to Dhalco Web Solutions compliance with the clause above, Dhalco Web Solutions excludes liability for any loss of profit caused to the Customer as a result of the system not being fully operational.
- IMAP, POP3, SMTP and EXCHANGE services on the Customer's domain name is available only during the Customer's period or subscription to the Services.
CUSTOMER WEBSITE CONTENT
- Dhalco Web Solutions will not be responsible for the accuracy and / or functionality of the material created or supplied by the Customer to Dhalco Web Solutions ('Customer Content') in the form in which it is provided by the Customer or as modified upon and in accordance with the Customer's instructions for inclusion on the website.
- Dhalco Web Solutions will not be responsible for the Customer's failure to fulfil any orders placed for those goods or services being sold or promoted by the Customer on its website.
- If Dhalco Web Solutions reasonably forms the view that the Customer Content of any website may be pornographic, defamatory, misleading or deceptive or otherwise in breach of any third party's rights or in contravention of applicable law, including breach of any third party intellectual property rights, Dhalco Web Solutions may without prior notice or any liability remove that Customer Content from the website and shall within 24 hours thereafter notify the Customer of its removal.
- With reference to clause (iii) above the Customer agrees to take all reasonable steps to ensure they are not in breach of any third party intellectual property rights by, including but not exclusively limited to, the illegal use of commercial songs on their MP3 players and / or by the unauthorised use of copyright works and / or by the unauthorised use of any registered intellectual property rights.
- The Customer shall indemnify and hold harmless Dhalco Web Solutions and its affiliates, employees, agents, contractors, directors, officers and third party providers from all liabilities, demands, costs and expenses (including legal expenses) arising in connection with any Customer Content including but not limited to the posting and / or transmission of Customer Content on the website.
- Dhalco Web Solutions agrees that the Customer will own all the intellectual property rights in the Customer Content of the website.
- The Customer will have sole responsibility for the use of any third party intellectual property rights included on the Customer's website and in the Customer Content. The Customer agrees to take all reasonable steps to ensure that the use of any third party intellectual property rights has been authorised and is not in contravention of any applicable law.
- Any intellectual property rights owned by either party and required for the performance by the other party of its obligation under these Terms or the use of the website by the Customer shall be licensed to that other party on a non-exclusive, irrevocable, royalty free basis for the period during with the use of those rights by that party pursuant to these Terms is required.
- Neither party shall grant a sub-licence under the licences created without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.
- The Agreement shall continue until the Services have been provided in terms of the Proposal or any subsequent date as mutuallyagreed in writing by both parties or until terminated by either party in accordance with these Terms and Conditions.
- Dhalco Web Solutions may terminate the Agreement if the Client has failed to make over any payment due within 4 weeks of the sum being requested.
- Dhalco Web Solutions may terminate the Agreement by notice in writing to the Client if:
- The Client commits a material breach of these Terms and Conditions and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice to do so; or
- The Client commits a material breach of these Terms and Conditions which cannot be remedied under any circumstances; or
- In the event of termination the Client must make over to Dhalco Web Solutions any payment for work done and expenses incurred up to the date of termination.
- Any rights to terminate the Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of the Agreement as at the date of termination.
LIMITATION OF LIABILITY
- Dhalco Web Solutions shall not be liable under any circumstances to the Client or any third party for any indirect or consequential loss of profit, consequential or other economic loss suffered by the Client howsoever caused, as a result of any negligence, breach of contract, misrepresentation or otherwise.
- Nothing in these Terms and Conditions shall exclude or limit the liability of Dhalco Web Solutions for death or personal injury, however Dhalco Web Solutions shall not be liable for any direct loss or damage suffered by the Client howsoever caused, as a result of any negligence, breach of contract or otherwise in excess of the sum insured under the professional indemnity insurance policy held by Dhalco Web Solutions in the insurance year in which the Clients claim is first notified.
- The Client shall indemnify Dhalco Web Solutions against all claims, costs and expenses which Dhalco Web Solutions may incur and which arise directly or indirectly from the Clients breach of any of its obligations under these Terms and Conditions.
- The Client shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of Dhalco Web Solutions.
RELATIONSHIP OF PARTIES
- Nothing in the Agreement shall be construed as establishing or implying a partnership or joint venture between the parties or suggest that either of the parties are agent for the other.
THIRD PARTY RIGHTS
- Nothing in these Terms and Conditions intend to or confer any rights on a third party.
- If any term or provision of these Terms and Conditions 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 these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
- The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions.
- Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Proposal 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, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
- These Terms and Conditions 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.