TERMS AND CONDITIONS
Application and entire agreement
1. These Terms and Conditions apply to the provision of services by Exceed Media Ltd a company registered in England and Wales under number 06996278 whose registered office is at 254 UPPER SHOREHAM ROAD, SHOREHAM-BY-SEA, WEST SUSSEX, BN43 6BF (“we" or "us", includes Exceed Media Ltd or any party acting on Exceed Media Ltd's implicit instructions) to the person buying the services (“You", includes the person purchasing the services or any party acting on the customer's instructions.)
2. "The Registrant" includes the person applying for a domain name or any party acting on the Registrant's instructions. "The Registry" refers to the relevant domain names Registry. "Server" means the computer server equipment in connection with the provision of the Services. "Web Site" means the area on the Server allocated by us to you for use by you as a site on the Internet. "TOS" includes this agreement.
3. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
4. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
5. Exceed Media Ltd reserves the right to modify this policy at any time, effective immediately upon posting of the modification to this URL: https://www.exceedmedia.com/terms-service
6. A "business day" means any day other than a Saturday, Sunday or bank holiday.
7. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
8. Words imparting the singular number shall include the plural and vice-versa.
9. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
10. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
11. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
Domain Name Registration
12. We can manage your domain registrations on your behalf but we are not a domain name registry or domain name provider. All domain services invoiced by us are composed of a management fee together with your relevant domain authority renewal/registration fee, which we pass along to the authority on your behalf. All liability with regards to domain name services remain directly between yourselves and the relevant domain registration service or authority. We can provide you with details of your relevant domain registration authority or supplier upon request.
13. We make no representation that the domain name you wish to register is capable of being registered by or for you or that it will be registered in your name. You should therefore not assume registration of your requested domain name(s) until you have been notified that it has or they have been registered. Any action taken by you before such notification is at your risk.
14. The registration and use of your domain name is subject to the terms and conditions of use applied by the relevant naming authority; you shall ensure that you are aware of those terms and conditions and that you comply with them. You shall have no right to bring any claim against us in respect of refusal to register a domain name. Any administration charge paid by you to us shall be non-refundable notwithstanding refusal by the naming authority to register your desired name.
15. We shall have no liability in respect of the use by you of any domain name; any dispute between you and any other person must be resolved between the parties concerned in such dispute. If any such dispute arises, we shall be entitled, at our discretion and without giving any reason, to withhold, suspend or cancel the domain name. We shall also be entitled to make representations to the relevant naming authority but will not be obliged to take part in any such dispute.
16. We shall not release any domain to another provider unless full payment of management fees for that domain has been received by us.
17. We solely act as a third party managing payment for domains between yourselves and your relevant domain registrar authority, and as such accept no responsibility whatsoever for registration errors or renewal errors caused by either ourselves or any registration agent. Any liability for the failure to register or renew a domain implicitly lies with the domain registration authority or domain registration agent used during the registration or renewal process, and their terms and conditions will apply in such an instance.
18. We will endeavour to automatically renew domain names when they are due for renewal subject to the following:
a) All domains will renew for the same period that they were originally registered for by default.
b) You acknowledge that we shall request that our management payment and registration authority domain fee is made on or before the due date of the renewal invoice, but we may also request payment in advance of this date for certain excepted domains.
c) We endeavour to confirm payments made on the day that your domain name is due to expire.
d) You acknowledge that we have the discretion to vary the renewal rates from time to time without prior direct notice to you.
e) We accept no liability for the loss of registration of any Domain that has failed to be renewed due to an invalid email address provided to us, late payments received, domain registrar errors, technical faults or administration errors.
f) In the event that a domain is not renewed by its expiry date it shall cease to operate and shall be deemed to have been "expired"
g) There shall be no financial liability whatsoever on our behalf as a result of a domain name registration or domain name renewal failure for whatever reason.
Web Site Hosting And Email
19. We make no representation and give no warranty as to the accuracy or quality of information received by any person via the Server and we shall have no liability for any loss or damage to any data stored on the Server. Email backups are not available at any time, it is your responsibility to ensure that you keep a local copy of all emails, or use a third party email recovery/backup system to archive emails. Website files are available in an archive for the previous 24 hours at a cost of £75 per archive.
20. You shall effect and maintain adequate insurance coverage in respect of any loss or damage to data stored on the Server.
21. You represent, undertake and warrant to us that you will use the Web Site allocated to you only for lawful purposes. In particular, you represent, warrant and undertake to us that:
22. You will not use the Server in any manner which infringes any law or regulation or which infringes the rights of any third part; nor will you authorise or permit any other person to do so.
23. You will not post, link to or transmit:
(a) any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, pornographic, blasphemous, profane or otherwise objectionable as determined by Exceed Media Ltd in any way.
(b) any material containing a virus or other hostile computer program.
(c) any material which constitutes, or encourages the commission of a criminal offence, or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction.
24. you will not send bulk email, whether opt-in or otherwise, from our network. Nor will you promote a site hosted on our network using bulk email.
25. you will not employ programs which consume excessive system resources including, but not limited to, processor cycles and memory. We do not host IRC, IRC bots, or other server resource intensive programs.
26. If you surpass your allotted disk/bandwidth usage as set forth in your purchased plan, you agree to purchase the excess in blocks as set forth in our "plans" section. Such payment to be immediate and non-disputable.
27. We reserve the right to remove any material which we deem inappropriate from your web site without notice. We do not host Warez, Underage Adult, Pornographic, or Copyrighted MP3 content.
28. You shall keep secure any identification, password and other confidential information relating to your account and shall notify us immediately of any known or suspected unauthorised use of your account or breach of security, including loss, theft, or unauthorised disclosure of your password or other security information.
29. You shall observe the procedures which we may from time to time prescribe and shall make no use of the Server which is detrimental to our other customers.
30. You shall procure that all mail is sent in accordance with applicable legislation (including data protection legislation) and in a secure manner.
31. Sending unsolicited mail messages, including, without limitation, commercial advertising and informational announcements, is expressly prohibited. A Member shall not use another site's mail server to relay mail without the express permission of the site.
32. It is contrary to our policy for Members to use our servers to effect or participate in any of the following activities:
a) To post to any Usenet or other newsgroup, forum, e-mail mailing list or other similar group or list articles which are off-topic according to the charter or other owner-published FAQ or description of the group or list.
b) To send mass e-mailings; whether unsolicited, opt-in, or otherwise.
c) To engage in any of the foregoing activities using the service of another provider, but channeling such activities through our provided server, or using our provided server as a mail drop for responses.
d) To falsify user information provided to us or to other users of the service in connection with use of one of our services.
33. We are unable to assert fitness for any specific purpose and as such the Company cannot be held liable for any form of consequential loss or damage caused directly or indirectly by use of our service, misuse of our service, downtime, service issues, data loss or any other event. We shall use our reasonable endeavours to make available to you at all times the Server and the Services but we shall not, in any event, be liable for interruptions of Service or down-time of the Server, and there is no uptime guarantee with any of our services. We will not be liable for an interruptions whether physical or technical, to any services when connected through third party software (such as FTP programs or e-mail clients).
34. We shall have the right to suspend the Services at any time and for any reason, generally without notice, but if such suspension lasts or is expected to last for more than 7 days you will be notified of the reason. It is your responsibility to take care of backup for sites that may be yours or ones under your control. We also reserve the right to disallow services/hosting to any client as we feel necessary and hold no liability. Also please note that we do not offer any sort of compensation on our network uptime guarantee.
35. The Services provided to you hereunder and your account with us cannot be transferred or used by anyone other than you. No more than one log-in session under any one account may be used at any time by you. If you have multiple accounts, you are limited to one login session per system account at any time; user programs may be run only during log-in sessions. If your account is found to have been transferred to another party, or shows other activity in breach of this sub clause, we shall have the right to cancel the account and terminate the Services and/or this Agreement immediately.
36. No one shall post defamatory, scandalous, or private information about a person without their consent, intentionally inflicting emotional distress, or violating trademarks, copyrights, or other intellectual property rights.
37. Any abuse towards us will not be tolerated. You are expected to request and respond to support and other issues in a professional manner. When emailing us or utilizing the Ticket Desk Support System, refrain from using caps, exclamation points, and other forms of written yelling. Any cursing, yelling, or further intentional disruptive behavior aimed at us shall be considered a violation of these terms and conditions.
38. Any threat; whether verbally, orally, written, or delivered by second parties directed towards us, our partners, equipment, and concerns shall be construed as a violation of these terms and conditions.
39. Any conduct viewed as violating this section shall be considered a violation of these terms and conditions. We will be the sole arbitrator in regards to what is deemed a violation.
40. No refunds shall be given when the contents of this section necessitates removal of the account.
Consequences of Violation
41. When we become aware of an alleged violation of our Acceptable Use Policy, we will initiate an investigation. During the investigation we may restrict Member's access in order to prevent further possible unauthorised activity. Depending on the severity of the violation, we may, at our sole discretion, restrict, suspend, or terminate Member's account and/or pursue other civil remedies. If such violation is a criminal offence, we notify the appropriate law enforcement department of such violation.
42. You shall be held liable for any and all costs incurred by us as a result of your violation of these terms and conditions. This is including, but is not limited to, legal fees and costs resulting from Postmaster responses to complaints from and the cleanup of unsolicited commercial mailings and/or unauthorised bulk mailings and/or news server violations. Our current hourly rate for Postmaster responses to complaints and cleanup of unsolicited commercial mailings and/or unauthorised bulk mailings and/or news server violations is £37.50 per hour, with a minimum one (1) hour charge, plus GBP £1 for each bulk-email or Usenet message sent, plus GBP £100 per complaint received. Server maintenance fees of GBP £100 per hour.
43. We do not issue service credits for any outages incurred through service disablement resulting from Policy violations.
44.Any access to other networks connected to Exceed Media Ltd must comply with the rules appropriate for those other networks
45. While we will use every reasonable endeavour to ensure the integrity and security of the Server, we do not guarantee that the Server will be free from unauthorised users or hackers and we shall be under no liability for non-receipt or misrouting of email or for any other failure of email.
46. You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
47. If you do not comply with clause 46, we can terminate the Services.
48. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).
Services & Contract
49. Any work to be carried out by the Company shall be as set out in the Proposal and/or Invoice.
50. Any work carried out by the Company is deemed complete once final payment has been made. Final payment will be requested by way of a Invoice. The Invoice will detail all items and services that the invoice is relating to.
51. By way of payment of the invoice, the Customer is accepting and approving as complete all work detailed on the Invoice. Any additional work or adjustments requested after final payment may be, at the sole desecration of the Company, subject to additional charges.
52. In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services.
53. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable hourly rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services.
54. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
55. If you do not pay the Deposit to us according to the clause above, we can either withhold provision of the Services until the Deposit is received or can terminate under the clause below (Termination).
56. The Deposit is non-refundable unless we fail to provide the Services and are at fault for such failure (where the failure is not our fault, no refund will be made).
Cancellation and amendment
57. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 21 days from the date of the quotation, (unless the quotation has been withdrawn).
58. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
59. If you want to amend any details of the Services you must tell us in writing within 7 days. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
60. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party's control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
61. We do not post paper invoices or statements. Invoices are automatically emailed to your account email address, and can be viewed along with any statements using our online portal system.
62. We will invoice you for payment of our services either:
a. when we have provisioned the services; or
b. on the invoice dates as out in the quotation; or
c. on the invoice dates generated by our billing system;or
d. on the invoice date specified in any invoices raised by us to You;or
d. shall be in accordance with the scale of charges and rates published from time to time by us on our web site
63. You must pay the Fees due within 7 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
64. Time for payment shall be of the essence of the Contract.
65. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 8% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
66. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
67. If you do not pay within the period set out above, we will suspend any further provision of all services and cancel any future services which have been ordered by, or otherwise arranged with you.
68. A maximum grace period of 7 (Seven) days will be given to all unpaid accounts past the invoice / due date. All services attributed to the client's account will be suspended within the 8th (Eight) day of the account being past due for any invoice without any prior notification to you. A late payment fee of £25.00 will automatically be applied to each overdue invoice on this date. Exceed Media Ltd accept no liability whatsoever for any losses either consequential or inconsequential arising directly or indirectly as a result of the suspension or subsequent cancellation of Services due to a late payment.
69. We will allow an additional 24 (Twenty Four) hours after the client account Services have been suspended, for all outstanding invoices / dues to be paid. Backup of website files (excluding emails) will be provided only after the dues are paid during the suspension period, i.e. between the 7th and 8th days (both days inclusive) of account being past due, at a cost of £75. The account will be terminated permanently and all data for all services held within that particular account will be deleted from the server once this period of additional 24 hours is over (the 8th day overdue). Under no circumstances would a backup be provided to the client after termination. Due to their private nature, email backups are not available at any time, it is your responsibility to maintain local copies of all emails.
70. Any time extensions granted to the grace period(s) for late payment for goods and Services are entirely at the discretion of Exceed Media Ltd and without prejudice to all clauses contained within our terms and conditions, and Exceed Media Ltd reserve the right to initiate any or all clauses within these terms immediately and with no notification necessary to the client during this grace extension period for late payment.
71. Receipts for payment will be issued by us only at your request.
72. Any queries with regard to goods or Services invoiced to you must be raised within 7 days of the invoice date.
73. All payments must be made in British Pounds unless otherwise agreed in writing between us.
Sub-Contracting and assignment
74. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
75. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
76. We can terminate the provision of the Services immediately and with no notice if you:
a. commit a material breach of your obligations under these Terms and Conditions; or
b. fail to make pay any amount due for goods and/or Services on the due date for payment; or
c. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
d. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
e. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
77. No refunds will be made for Services suspended in accordance with 76 a,b,c,d,e. Upon termination Exceed Media Ltd will use any value of advance payments already made for goods or services against unpaid invoices that were due at the time of termination on a pro-rata allocation basis from the time of termination up to the closing date covered by the pre-paid invoices.
78. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
Liability and indemnity
79. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
80. Our maximum aggregate liability to you under or in connection with this agreement in respect of any direct loss, whether such claim arises in contract or in tort shall not exceed a sum equal to the fees paid by you for the services in relation to which your claim arises during the 12 (twelve) month period prior to such claim.
81. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
a. any indirect, special or consequential loss, damage, costs, or expenses or;
b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
d. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
e. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
82. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
83. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
Circumstances beyond a party's control
84. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
85. Headings are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.
86. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
87. Notices shall be deemed to have been duly given:
a. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
b. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
c. on the fifth business day following mailing, if mailed by national ordinary mail; or
d. on the tenth business day following mailing, if mailed by airmail.
88. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
89. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
90. These terms and conditions together with any documents expressly referred to in them, contain the entire Agreement between us relating to the subject matter covered and supersede any previous Agreements, arrangements, undertakings or proposals, written or oral: between us in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. In agreeing to these terms and conditions, you have not relied on any representation other than those expressly stated in these terms and conditions and you agree that you shall have no remedy in respect of any misrepresentation which has not been made expressly in this Agreement.
91. We reserve the right to amend these terms and conditions at any time.
92. A breach of any of our terms and conditions will result in immediate termination with no refund.
93. It is your responsibility to check these Terms of Service on occasion for any such amendments.
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