Terms of Service

Updated: March 8, 2015


IF YOU DO NOT AGREE TO THESE TERMS YOU MUST NOT USE, ACCESS OR PURCHASE ANYTHING FROM THE COMPANY WEBSITE

SiteZulu ("SiteZulu" or "the Company") has expertise in webpage development, design, operation, hosting and maintenance. You wish to purchase and continue to use a website from the Company using the Services provided by the Company.

These terms and conditions ("the Agreement" )is the contract between you ("the Client") and the Company to purchase a website and use the Services.

You must read the Agreement carefully as you will be asked to expressly agree to them before you can register on the Company Website and purchase any of the Services.

If you have a query regarding any of the Services, please contact us

 

  1. Definitions
    1. Unless expressly stated otherwise the following definitions shall apply to the terms used in this Agreement:

      "Assistance" is amongst one of the Services provided by the Company, which means all the help material provided by the Company accessible via the Company Website including, but not limited to, pop-up help prompts, help areas, the master help document, getting started guide, FAQs and 'tips and tricks' content;
      "Client", "you" and "your" means you together with any company or other business entity you are representing (if any);
      "Client Content" means all materials created, supplied and developed by the Client on the Client Website whilst using the Services;
      "Client Website" means a website purchased and developed by the Client from the Company Website, displaying Client Content throughout the Term in accordance with this Agreement;
      "Commencement Date" means the date of this Agreement;
      "Company", "SiteZulu" is registered under company number 03704474 with registered office at 1 Town Quay Wharf, Abbey Road, Barking, Essex IG11 7BZ;
      "Company Website" means the website of the Company which advertises and sells the Client Websites and Services in accordance with this Agreement;
      "Confidential Information" means all information passing from one party to the other party relating to the business of the disclosing party (whether disclosed before or after the date of this Agreement), including but not limited to trade secrets, drawings, know-how, techniques, source code and object code, business and marketing plans and projections, arrangements and agreements with third parties, client information, formulae, suppliers, concepts not reduced to material form, designs, plans and models;
      "Domain Name" means the identification label that defines a realm of administrative autonomy, authority, or control in the Internet based on the domain name system;
      "Existing Clients" means clients who have made one or more purchases (including, without limitation, by means of the Company Website or otherwise) of a Client Website or Services generally sold by the Company;
      "Expenses" means the out of pocket expenses incurred by the Company in acquiring anything reasonably necessary for it to perform the requirements imposed on it by this Agreement;
      'Insolvent' means the occurrence of all or any of the following events:

      (a) any meeting of creditors of the Client being held or any arrangement or composition with or for the benefit of any of its creditors (including any voluntary arrangement as defined in the Insolvency Act 1986 ("the Act")) being proposed or entered into by or in relation to the Client; or

      (b) a supervisor receiver administrator administrative receiver provisional liquidator interim receiver mortgagee chargee or other incumbrancer taking possession of or being appointed in respect of the whole or any part of the Assets of the Client or a trustee in bankruptcy being appointed in respect of the Client or any of its assets; or

      (c) the Client ceasing the carrying out of his or its business as a whole or becoming unable to pay its debts within the meaning of Section 123 Section 222 Section 223 Section 224 or Section 268 of the Act; or

      (d) a meeting being convened for the purpose of considering any resolution for the making of proposals for a voluntary arrangement the winding up bankruptcy or dissolution of the Client; or

      (e) the presentation or making as the case may be of a petition for an administration order or a winding up petition whether under part IV or part V of the Act or otherwise or a petition under Section 164 of the Act or application for an interim order under Part VIII of the Act

      "Intellectual Property" means all intellectual property rights anywhere in the world (including present and future intellectual property rights) relating to any Confidential Information, business names and logos, copyright, database rights, patents, trade or service marks, designs, software, computer data, generic rights, software programmes and source code and all variations, modifications or enhancements to each of them together with any application or right to apply for registration or protection of those rights;
      "Interest Rate" means interest at a rate equal to 4% per annum above the base lending rate from time to time of Barclays Bank plc;
      "Materials" means all materials owned by the Company used in the provision of the Services, including software programs and source code;
      "New Clients" means clients who (i) are first directed to the Company Website via a Link displayed on the Client Website or otherwise; and (ii) register their details in order to open an account through the Company Website pursuant to such redirection; and (iii) are not Existing Clients at the date of such registration;
      "Online Conduct Policy" means the policy setting out the terms and conditions on which the Client agrees to utilise the Company Website, network, systems, products and Services;
      "Personnel" means any employees, agents or contractors of the Company;
      "Powered-by Links" means the hyperlinks provided by the Company on the Client Website from time to time pursuant to this Agreement;
      "Registration" means the online registration of the Client pursuant to this Agreement during or following the Trial Period via the Company Website to purchase and continue to use a Client Website and the Services;
      "Service Fee" means the fee for Services as set out in clause 8 to be paid by the Client for the purchase of the Client Website and Services from the Company under this Agreement;
      "Sub Domain" means that the domain is part of a Domain Name, created by the Company as listed on the website.
      "Term" means the period between the Commencement Date and the end date of this Agreement as specified in clause 14 of this Agreement; and
      "the Services" means the services which may be provided by the Company to the Client under this Agreement which include, without limitation, Assistance, hosting, maintenance, and backup which may be varied at any time by the Company with or without notice), domain and image resale services for the Client Website which a client may register, purchase, create, maintain, design, develop and operate throughout the Term;

    2. In this Agreement, unless the context otherwise requires:
      1. Clause, schedule and paragraph headings do not affect the interpretation of this agreement;
      2. A reference to a clause or a schedule is a reference to a clause of, or schedule to, this agreement. A reference to a paragraph is to a paragraph of the relevant schedule, and a reference to an appendix is to the relevant appendix to this agreement;
      3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors or permitted assigns;
      4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated;
      5. Words in the singular include the plural and in the plural include the singular;
      6. A reference to one gender includes a reference to the other gender;
      7. A reference to a particular statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time taking account of any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts and subordinate legislation for the time being in force made under it;
      8. Writing or written includes faxes and e-mail;
      9. Documents in agreed form are documents in the form agreed by the parties to this agreement and initialled by them or on their behalf for identification;
      10. Where the words include(s) including or in particular are used in this agreement, they are deemed to have the words "without limitation" following them;
      11. Any obligation in this agreement on a person not to do something includes an obligation not to agree or allow that thing to be done
      12. Other and otherwise are illustrative and shall not limit the sense of the words preceding them
    3. Headings have been inserted for convenience only and shall not affect the interpretation of this Agreement.
    4. All orders for a Client Website or Services from you accepted by the Company are subject exclusively and strictly to the following conditions and no alterations proposed by you shall be binding unless we agree in writing.
  2. Company's Obligations
    1. The Company via the Company Website throughout the Term shall provide to the Client from the point of Registration:
      1. exclusive access to the Client Website;
      2. a variety of materials to design and develop the Client Website;
      3. a Powered-by Link to enable the Client to link the Client Website to the Company Website;
      4. provide the Services necessary to host and maintain the Client Website unless otherwise agreed by the Client;
      5. a Sub Domain in accordance with clause 9.
    2. The Company gives no warranty that access to the Company Website or any site operated by the Company in connection with this Agreement or the Client Website shall be uninterrupted or error-free.
    3. In the event of any such interruptions to the Company Website, Client Website or Services, the Company shall notify the Client by e-mail as soon as reasonably practicable of any such interruption and to its ability to rectify the same.
    4. The Company agrees to rectify faults or problems and to restore the system to full operational capacity as soon as reasonably practicable.
    5. The Company shall have the sole right and responsibility for processing every order for the purchase of a Client Website or Services from the Company Website, for tracking the volume or amount of sales of Client Websites and/or Services generated from the Company Website and for providing sales statements and reports.
    6. The Company shall be responsible for order entry, payment processing, and provision of the Services, Materials and Links, as well as related client services.
    7. The Company agrees and warrants that it will at all times observe and comply with the provisions and obligations imposed by the Data Protection Act 1998, and shall maintain an appropriate privacy policy (viewable here)
    8. It is acknowledged and agreed by the Client that both New and Existing Clients who buy products or services from the Company Website (whether redirected to the Company Website via a Powered-by Link on the Client Website or otherwise) will be clients of the Company and their details will form part of the Company's Confidential Information.
    9. The Company is entitled to disapprove any part or parts of the Client Content to be or already incorporated on the Client Website, which the Client shall immediately erase from the Client Website in accordance with clause 4.2.
    10. The Company shall ensure that it has sufficient, suitable Personnel to perform its obligations under this Agreement, and if the Personnel are temporarily unavailable or unable to perform this Agreement, the Company will immediately notify the Client.
    11. If the Client contacts the Company via the support channel in relation to a Client Website fault, within 48 hours the Company shall conduct testing of the Client Website and Services and report to the Client any problem. The Company reserves the right to extend this timeframe indefinitely for non Pro account.
    12. The Company may in its absolute discretion sub-contract the performance of any of its obligations under this Agreement.
    13. The Company may, as part of the Services, provide the Client with standard clip-art images and photographs for use by and publication on the Client Website(s). The copyright in such clip-art images and photographs belongs to the Company. In the event of a dispute in relation to the use or publication of clip-art images and photographs, the Client hereby releases the Company, its officers, directors, agents and employees from any claim, demand and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such a dispute.
    14. The Company may modify the Services in accordance with clause 13 on giving reasonable notice to the Client.
  3. Client's Obligations
    1. The Client agrees and undertakes to:
      1. observe and perform all of its obligations under this Agreement;
      2. give adequate publicity and recognition to the Company for the Services, Materials and Links used to design and develop the Client Website;
      3. design and develop the Client Website in accordance with this Agreement and in accordance with any lawful requests and directions of the Company from time to time during the Term;
      4. allow the Company and its representatives access to the Client Website at all times to enable the Company or its representatives to monitor the Client Website;
      5. maintain appropriate privacy policies and to comply in all respects with the Data Protection Act 1998;
      6. maintain appropriate policies for lawful use by its clients of the Client Website which must be in similar terms of the Company's fair use Policy
      7. comply with will all third party terms and conditions related to the Company Website, Client Website and Services;
      8. accept, observe and be bound by any third party terms and conditions relating to the Company Website, Client Website and Services, and acknowledges that a separate contractual relationship has been created between the Client and the third party, and that the Client and not the Company, is responsible for all liability, and obligations in connection with that relationship;
      9. not hold the Company responsible for any actions or inaction of any third party under a contract referred to in clauses 3.1.7 and 3.1.8 or the unavailability or malfunction of their network or services;
      10. not to access or attempt to access password protected, secure or non-public areas of the Company Website or Services, except with the Company's written Consent. Otherwise, the Client may be liable for prosecution.
    2. The Client acknowledges that the Company's 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.
    3. The Client is only eligible to use the Client Website and Services during the Term and will not be entitled to do so after the expiration or termination of this Agreement.
    4. The Client shall provide, at its own cost, all telecommunications services, computers and other equipment or services necessary to enable it to have access to the Company Website, Client Website and the Services.
    5. The Client must comply with all the rules and regulations that apply to the communications network or system by which the Client obtains access to the Company Website, Client Website and Services.
    6. The Client acknowledges that it will comply with the Company's Online Fair use Policy as published from time to time on the Company Website. The Company's Fair use Policy is a standard policy for the conduct of the Company's business and is necessary for the orderly and efficient provision of the Services to all clients.
    7. The Client must not use the Client Website for any business similar in nature of the business of the Company, for example sell and host websites or provide related services to any third parties at any time.
    8. The Client undertakes not to damage the goodwill of the Company, and in particular, not to solicit Existing Clients or New Clients with the intent of taking their custom away from the Company, and not to employ any employees or former employees who were employed by the Company or any other representative of the Company.
    9. The Client undertakes not to sub-license or charge others to use or access the Services without having received the prior written consent of the Company to do so.
    10. The Client is strictly prohibited from reselling any imagery or other content (including widgets/layout / icons etc.) belonging to the Company.
  4. Client Content
    1. The Company will not be responsible for the accuracy and/or functionality of the Client Content in the form in which it is provided by the Client or as modified upon and in accordance with the Client's instructions for inclusion on the Client's Website.
    2. If the Company reasonably forms the view that the Client Content of any Client Website may be pornographic, defamatory, misleading or deceptive or otherwise in breach of any third party's rights or in contravention of applicable law, the Company may without prior notice or any liability remove that Client Content from the Client Website and shall within twenty-four hours thereafter notify the Client of its removal.
  5. Limitations of the Client, Website and the Services
    1. The Client hereby acknowledges that the Company may, from time to time, establish general practices and limits concerning the use of the Client Website and the Services including, without limitation:
      1. the maximum number of days that email messages, guest book entries, discussion board postings or other content posted on the Client Website will be retained by the Company;
      2. the maximum limits on bandwidth usage that will be allotted to the Client;
      3. the maximum limits on storage space;
      4. the maximum number of Client Websites available to any one Client
      5. the maximum number of photographs or other data to be included on the Client Website;
      6. the maximum limits on the number of pages within each Client Website; and
      7. the maximum time limitations for the retention of the Client Content following the termination of this Agreement (howsoever terminated).
    2. Any of the foregoing limits will be consistent with the Services for which the Client has registered.
    3. The Client hereby agrees and acknowledges that:
      1. the Company has no responsibility or liability for the deletion or failure to store any content maintained or transmitted by the Services;
      2. the Company reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice;
      3. the Company may at any time, in its sole discretion, limit the gigabytes of bandwidth and number of photographs with or without notice.
  6. Company Website Discussion Boards
    1. As part of the Services, the Company may provide its Clients with an appropriate forum or discussion board to enable Clients to disseminate and exchange thoughts and provide an alternative communication facility with other users and the public.
    2. The Client shall observe and perform all the terms and conditions of the Company in relation to the discussion boards.
    3. The Client acknowledges that the Company is not under any obligation, but does reserve the right, to monitor, pre-screen or otherwise remove any content stored on the Company servers.
    4. The Company cannot be responsible for the appropriateness, accuracy, sufficiency, correctness, veracity, completeness or timeliness of information disclosed and shared on any Company discussion boards.
    5. The Client further acknowledges that it should always use caution when posting any information which can personally identify a third party (be it another Client or its employees) on the discussion boards, the Client Website, or any other online site or forum.
  7. Client Website Payment Processor
    1. Paypal provides the payment gateway services (Payment Services) to enable the Client to process credit card transactions on the Client Website.
    2. Payment Services are provided to the Client under this Agreement as well as the Credit Card Services Agreement provided by Paypal.
    3. To establish the Payment Services and process credit cards, the Client must agree to Paypal's terms and conditions.
    4. The Client understands that by accepting Paypal's terms and conditions, he is creating a separate contractual relationship between the Client and Paypal and that Client, and not the Company, is responsible for all liability, and obligations in connection with that relationship.
    5. The Company is not responsible for the actions or inaction of Paypal or the unavailability or malfunction of their network or services.
    6. The Company is not a party to, and shall not be involved in or responsible for, transactions, agreements, and/or disputes between the Client and Paypal. In the event of such a dispute, the Client hereby releases the Company, its officers, directors, agents, and employees from any claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any connected with such disputes.
  8. Price and Payment
    1. The Client shall pay the Company the Services Fee, Expenses and VAT or other taxes payable (together known as "the Invoice") in accordance with clause 7 for the purchase of the Client Website and the provision of the Services.
    2. The Services Fee is calculated subject to the length of Term selected by the Client when purchasing the Client Website and Services as set out here
    3. The Company reserves the right to change the Service Fee and Expenses (which includes but is not limited to increasing prices and charging a fee for upgrades and/or Services for which the Company does not currently charge a fee for) and any third party fees associated with the creation of additional sites, including but not limited to domain registration fees, at any time, provided that the Company provides the Client with reasonable notice before making any fee changes.
  9. Domain Name
    1. Upon initial account registration, the Client will be provided a sub-domain of the Company for the Client Website until the client selects to upgrade their account and payment is made.
    2. On payment, the Client will be provided with its own Domain Name for the Client Website.
    3. Domain Names purchased via the Company will be registered with the IPS Tag PDR-IN and are bound by Nominet's terms and conditions which can be found here
    4. If, after registering one or more Domain Names that are purchased from the Company, because of a Client's incorrect registration of a Domain Name or otherwise, the Client chooses to delete a previously registered Domain Name and subsequently register one or more additional different Domain Names, the Client will be charged the resulting Domain Name registration fees.
    5. The Client will be listed as the registrant contact and the Company as the administrative contact in connection with its Domain Name.
    6. The Client hereby authorises the Company to list itself as the technical contact and name servers in connection with the Domain Name and to take any actions the Company deems appropriate in those capacities. However, upon termination of this Agreement, the Company will immediately cease acting in those capacities including switching registrars. After such time, the Company will not be responsible to forward any notices, emails or other correspondence to the Client or to take any other actions in connection with the Client's Domain Name. The Client will be solely responsible for all ongoing fees, as well as removing the Company as the technical contact and name servers in connection with the Client's Domain Name.
  10. Intellectual Property Rights
    1. Ownership of and Intellectual Property in all Client Content remains vested at all times in the Client.
    2. Ownership of pre-existing Intellectual Property used in the creation of the Client Website will remain vested at all times in the party who is the owner of such pre-existing Intellectual Property.
    3. Any pre-existing or other Intellectual Property rights owned by either party and required for the performance by the other party of its obligations under this Agreement shall be licensed to that other party in accordance with clause 11 to this Agreement.
    4. The Client acknowledges and agrees that the Company will own all Intellectual Property in connection with the Company's Materials and that all other Intellectual Property in Materials produced or created by the Company or on its behalf or provided by the Company will remain permanently with the Company regardless of whether such Material is in its original form or in a form modified for the Client's use.
    5. The Client acknowledges and agrees that the content contained in advertisements or information presented to him through the Company Website and the Services is protected by applicable copyrights, trademarks, service marks, patents and other proprietary rights and laws.
    6. The Client may not modify the Company's Materials for any purpose without the prior written consent of the Company.
  11. Licences and Title
    1. The Client agrees that any Materials, works, items or information of whatever nature produced or developed by the Company or under the Company's direction pursuant to or in the course of providing the Client Website or the Services shall remain the sole and complete property of the Company, whether such property is tangible or is in the nature of Intellectual Property (including copyright and rights of Confidential Information).
    2. If the Client has fully complied with this Agreement and if the Materials, works, items or information referred to in Clause 8.1 have been produced by the Company as part of the Client Website and Services, the Company grants the Client a non-exclusive and non-transferable licence to use such Materials, works, items and information for such purposes as are necessary in connection with the Website for the duration of this Agreement.
    3. The Company also hereby grants to the Client a non-exclusive, non-transferable, revocable right to use (i) the Links and (ii) Company logos, trade names, trade marks and similar identifying material supplied by the Company (but only in the form(s) that they are provided by the Company and solely in connection with the Links) (collectively, the "Licensed Materials"), for the sole purpose of marketing the Company Website through the Client Website and solely in accordance with these conditions.
    4. The Client may not alter, modify, or change the Licensed Materials in any way without the prior written approval of the Company (before being placed on the Client Website) and agrees to immediately discontinue such use at such time as this Agreement is terminated. The Company reserves all of its rights in the Licensed Materials and of the Company's other proprietary rights.
    5. The Company may terminate the licence at any time forthwith upon written notice to the Client, in which event this Agreement will also terminate automatically.
    6. The Client hereby grants to the Company a worldwide, royalty-free, non-exclusive licence to utilise the Client's names, trademarks, titles and logos as published on the Client Website (the "Affiliate Trade Marks"), to advertise, market, promote and publicise in any manner the rights hereunder; provided, however, the Company shall not be required to so advertise, market, promote, or publicise the Affiliate Trade Marks
    7. The Client hereby grants to the Company a worldwide, royalty-free, non-exclusive licence to sublicense to third parties any Client Content to the extent necessary for the creation and maintenance of, in part or in whole, the Client Website and Company Website. No compensation will be paid or due to the Client with respect to the Company or its sub-licensee's use of the Client Content as licensed above. By posting messages, uploading files, inputting data, submitting any feedback or suggestions, or engaging in any other form of communication with or through any Client Website, the Client warrants and represents that the Client owns or otherwise controls the rights necessary to do so and to grant the Company the licence set forth above, and, pursuant to the terms set forth, the Client will defend and indemnify the Company and its suppliers from any third party claim related to a breach of any of the foregoing representations and warranties.
    8. Any licence created under this Agreement shall terminate upon expiration or termination of this Agreement. Upon termination of this Agreement for whatever reason, the Client shall immediately destroy and delete all Licensed Materials and certify to the Company that the Client has done so.
    9. Neither party shall grant a sub-licence under the licences created pursuant to this clause without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.
  12. Marketing
    1. The parties acknowledge and agree that the Company may use the Client's names, logos, domain names and trademarks for the purpose of marketing the Company Website and Services.
    2. The Client agrees to provide a link to the Company Website from the FREE Client Website. This link shall be as agreed between the parties or in default of agreement in the form "Powered by SiteZulu - Get your free website now" and shall appear at the bottom of the FREE Client Website.
  13. Change of Services
    1. The Company may from time to time make any change(s) to the Services it provides and shall notify the Client by email specifying what the required change(s) is/are within a reasonable period.
    2. The Company reserves the right to, at any time, discontinue the Services, temporarily or permanently or any part thereof, including imposing of limits on certain services or access to parts of the Services, with or without notice.
    3. The Client agrees that the Company shall not be liable to the Client or to any third party for any change, modification, suspension or discontinuance of the Services.
    4. The Client agrees that the Company has the right to remove any item from the Client Website, with or without notice to the Client, at any time, at the Company's sole discretion for any reason.
    5. If the Client does not agree to any such change or modification to the Services, the Clients only remedy is to cancel this Agreement in accordance Clause 15.
    6. On early termination of this Agreement under Clause 11.5, the Company will not be obliged to refund any remaining portion of the Client's pre-paid Service Fees or Expenses.
  14. Term

    This Agreement shall be for a Term of one, twelve or twenty four months from the Commencement Date as selected by the Client when making its order to purchase the Client Website and Services unless otherwise terminated pursuant to its terms.

  15. Warranties
    1. Each party warrants to the other that it has authority to enter into and to perform its obligations under this Agreement.
    2. The Company makes no express or implied warranties or representations whatsoever to the Client with respect to the Company Website, the Client Website and/or the Services, Materials, Links or otherwise for the Client's purposes other than those conditions, warranties, undertakings or representations expressly set out in this Agreement.
    3. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied under Part II of the Supply of Goods & Services Act 1982) are excluded from the terms of this Agreement to the fullest extent permitted by law.
    4. The Company shall not be liable for the consequences of any interruptions or errors in respect of the Company Website, the Client Website and/or the Services, Materials, Links or otherwise.
    5. The Company hereby represents and warrants to the Client that it is the sole and exclusive owner of the Licensed Materials and that it has the right and power to grant to the Client the licence to use the Licensed Materials Marks.
    6. The Client hereby represents and warrants to Company that it is the sole and exclusive owner of the Affiliate Trade Marks and that it has the right and power to grant to Company the licence to use the Affiliate Trade Marks.
  16. Indemnity
    1. The Client hereby agrees and undertakes to indemnify and hold harmless the Company and its associated companies and affiliates and partners, and their respective directors and employees, against any and all claims, actions, demands, liabilities, losses, damages, judgements, settlements, costs and expenses (including legal fees and costs) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses arise out of or are based on: (i) the operation, maintenance and contents of the Client Website; (ii) any claim that the Company use of the Affiliate Trade Marks infringes on any trade mark, trade name, service mark, copyright, licence, intellectual property, or other proprietary right of any third party; (iii) any misrepresentation by the Client or a representation or warranty or breach of a covenant or agreement made by the Client ; or (iv) any claim related to the Client Website, including, without limitation, content therein not attributable to the Company.
    2. The Client shall indemnify and hold harmless the Company 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 Client Content including but not limited to the posting and/or transmission of Client Content on the Website.
    3. The Company shall indemnify the Client in respect of any loss, damage, liability, costs or expenses incurred by the Client by reason of the unauthorised disclosure of personal data or any breach of the Data Protection Act 1998.
  17. Limitation of Liability
    1. Notwithstanding anything to the contrary, nothing in this Agreement excludes or limits the Company's liability for personal injury or death caused by the Company's negligence or for fraud.
    2. The Company will not be liable for any indirect, special, or consequential damages, or any loss of revenue, profits, business or data, arising out of or in connection with this Agreement, even if the Company has been advised of the possibility of such damages. In no event will the Company's aggregate liability arising out of or in connection with this Agreement exceed the total Service Fee paid by the Client during the period of the Term immediately preceding any claim in that respect.
    3. The Company shall not be liable for defects resulting from improper use of the Company Website, Client Website or Services by the Client or by another third party.
  18. Early Termination
    1. Either party may terminate this Agreement (or any part of the Services being provided) at any time on giving no less than two days' written notice to the other. In such circumstances, the Company will not refund any pre-paid fees upon such early termination after the Trial Period.
    2. In order for the Client to terminate this Agreement, you:
      1. must email the Company to confirm its request to cancel this Agreement;
      2. should then receive an email from the Company confirming early termination of this Agreement and requesting payment of any outstanding Service Fees, Expenses or any costs whatsoever (including the applicable early termination fee);
      3. must pay the Company any outstanding Service Fees, Expenses or any costs whatsoever (including the applicable cancellation fee) incurred before the Company agrees to terminate this Agreement;
      4. must provide the Company with the following information:
        1. the Client's username and password;
        2. the Client's email address;
        3. the Client's billing information;
        4. the part of the Services the Client would like to terminate (if applicable); and
        5. the reason for early termination of this Agreement (or any part of the Services).
    3. The Company may, in its sole discretion, refuse to commence, complete or deliver any work or otherwise comply with the provisions of this Agreement on the Company's part and/or terminate this Agreement or any part of the Services it provides to the Client for any reason including, without limitation ,if the Client:
      1. fails to make payments in accordance with Clause 5; and/or
      2. fails to remove the Client Content immediately in accordance with Clause 4.2; and/or
      3. breaches any of its obligations under this Agreement; and/or
      4. becomes Insolvent.
    4. The Company reserves the right to charge the Client an early termination fee.
    5. Upon termination of this Agreement by either party for any reason, the Company reserves the right to:
      1. collect all charges, fees, commitments and obligations incurred by the Client;
      2. delete any Client Content, listings, messages or other information relating to the Client Website;
      3. prohibit the Client's access to the Client Website; and
      4. refuse the Client future access to the Services.
    6. If the Company terminates this Agreement or any part of the Services for the reasons provided in Clauses 17.3.1 to 17.3.4, the Company will not have to account for, refund, redeem or pay any money previously paid to it by the Client pursuant to the terms of this Agreement and the Client will automatically forfeit all credits, pre-paid fees and any other amounts accruing to it (if any).
    7. The Client hereby acknowledges and understands that early termination of this Agreement or any part of the Services is the Client's sole right and remedy with respect to any dispute of whatsoever nature with the Company.
  19. Confidentiality
    1. All Confidential Information (including, without limitation, the terms of any business contract between the parties and financial information, client and vendor lists and pricing and sales information), disclosed by either of the parties (the "Disclosing Party") to the other party (the "Receiving Party") pursuant to this Agreement shall be confidential.
    2. The Receiving Party shall maintain the confidentiality of all such information and shall not, without the prior written consent of the Disclosing Party (i) utilise the same, directly or indirectly, for its own business purposes or for any other purpose or (ii) disclose the same to any third party. This clause does not apply to any information in the public domain or which is required to be disclosed pursuant to an order issued by a court of competent jurisdiction or applicable law or regulation or which is disclosed by the Receiving Party to its professional advisors on a confidential basis.
    3. Each party may use the Confidential Information of a disclosing party only for the purposes of this Agreement and must keep confidential all Confidential Information of each disclosing party except as provided in this clause 19.
    4. Either party may disclose Confidential Information of the other party to those of its employees and agents who have a need to know the Confidential Information for the purposes of this Agreement but only if the employee or agent executes a confidentiality undertaking in a form approved by the other party.
    5. The parties' obligations to keep any information confidential will survive the termination of this Agreement.
  20. Conditions beyond the control of either party
    1. Conditions beyond the control of either party means anything outside the reasonable control of a party, including but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, labour dispute, labour shortage, power shortage, transportation embargo, failure or delay in transportation, including without limitation where the Company ceases to be entitled to access the Internet or ceases to have access to the Internet for whatever reason, any act or omission (including laws, regulations, disapprovals or failures to approve) of any government or government agency.
    2. If a party is wholly or partially precluded from complying with its obligations under this Agreement by a condition (or conditions) beyond the control of either party, then that party's obligation to perform in accordance with this Agreement will be suspended for such time unitl the condition precluding performance ceases.
    3. As soon as practicable after an event of Force Majeure arises, the party affected by Force Majeure must notify the other party of the extent to which the notifying party is unable to perform its obligations under this Agreement.
  21. General
    1. The Company's failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of the Company's right to subsequently enforce such a provision or any other provision of the Contract.
    2. This Agreement (together with the documents referred to therein) constitutes the entire agreement between the parties and supersedes all prior oral or written agreements, understandings or arrangements between them relating to its subject matter.
    3. Nothing in this Agreement shall create or be deemed to create a partnership or the relationship of employer and employee or principal or franchise and agent between the parties.
    4. The Client shall not be entitled to assign these Conditions nor all or any of its rights and obligations hereunder without the prior written consent of the Company.
    5. If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement which shall remain in full force and effect.
    6. The Company may modify any of the conditions and provisions of this Agreement at any time in its sole discretion by notifying the Client thereof. If any modification is unacceptable to the Client, its only recourse is to terminate the Agreement. The Client's continued performance of its obligations under this Agreement following the Company's notice to the Client of a modification to the Agreement will constitute its agreement with and acceptance of such modification.
    7. In the event of ambiguity or conflict between the provisions of this Agreement, the Outline Conduct Policy and the Schedules the provisions of this Agreement shall prevail.
    8. This Agreement and the documents referred to in it are made for the benefit of the parties to them and their successors and permitted assigns, and are not intended to benefit, or be enforceable by, anyone else.
    9. The rights and obligations of the parties shall continue for the benefit of and shall be binding on their respective successors and assigns.
    10. If this agreement is translated into any language other than English, the English language text shall prevail.
    11. This Agreement Contract will be governed by the laws of England and the parties submit to the jurisdiction of the English Courts.