Domain Snipe Ltd Terms and Conditions

Company

Domain Snipe Ltd, 31 Market Hill, Maldon, Essex CM9 4QA UK
Registered office Domain Snipe Ltd, 2 Catchpole Lane, Great Totham, Maldon, Essex CM9 8PY
Registered in England & Wales 05666788
VAT No. 899043869

Services

The Consultancy will provide services as agreed in a Quotation, so far as is reasonably practicable within any agreed timescale, and with all proper skill and care. As an independent professional, the Consultancy will not be subject to direction or control, and itself accepts the responsibility for the proper provision of Services. The Consultancy is responsible for maintaining reasonable continuity in personnel providing Services on its behalf, but reserves the right in its sole discretion to make changes from time to time; no additional charge will be made for any handover period, and the Consultancy remains responsible for Services performed by any individual on its behalf.

Copyright and Intellectual Property Rights

Where pre-existing works are incorporated in any Deliverable, the Client has a non-exclusive irrevocable world-wide royalty free licence to use modify and distribute such pre-existing works, but only as part of the Deliverable; all other rights in the pre-existing works are reserved. Any code developed specifically as part of the Deliverable is dually owned and copyrighted by the Client and the Consultancy. The Client may take any action with the code as it sees fit.

The Consultancy retains the right to use dually owned code in other projects without royalty or acknowledgement to the Client. The consultancy may not use over 50% of the code in another single project (in effect creating a duplicate, rebranded, competing Deliverable) and does not have the right to release the code as Open Source Software (thereby opening the Client's Deliverable to security analysis and attacks). All code should contain a statement confirming it's status as pre-existing or dually owned, but in the absence of this statement then dually owned is the default status.

Charges and Payment

Quotations are subject to change if based on incorrect information provided by the Client, or if any specified dependencies / facilities are not available on time, or if any equipment required to be provided by the Client fails to operate correctly (save where the engagement itself is for the repair thereof).

All sums due shall be invoiced in stages of Commission, Proofing and Live (as defined in the following paragraph) in the amounts of 30%, 50% and 20% of the total respectively, unless otherwise agreed before Commission. The Client will pay the Consultancy's invoices within 14 days, and all prices are exclusive of VAT unless otherwise specified. Unless otherwise specified, where payment is on a time and materials basis, the Consultancy may invoice weekly.

The Commission stage is when the Client agrees to the work and it is only after the Commission invoice has been paid that any timescale can be considered to be confirmed. The Proofing stage is the delivering of a working system for the client's testing and approval. The point at which this is considered delivered is at the discretion of the Consultancy. The Live stage is when the Deliverable is made available to the public (regardless of whether marketing announces it), when the Client agrees the project is Live or 60 days after the Proofing stage invoice is raised, whichever comes first. The Consultancy reserves the right to not proceed to the Live stage until the invoice for the Proofing stage has been settled.

If any of the Consultancy's invoices becomes overdue by 14 days without prior agreement: the Consultancy may suspend and revoke provision of Services and Systems, including disabling/removing them from the Client's servers if the Consultancy has been provided access previously; and the Client will be liable to pay interest to the Consultancy on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment.

The Client shall make all payments due under this Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Client has a valid court order requiring an amount equal to such deduction to be paid by the Consultancy to the Client.

Liability

The Consultancy is not liable for any loss or damage in excess of 100% of the total fees payable in respect of an engagement, except where it may not lawfully exclude or limit liability. Each party expressly excludes liability for consequential loss or damage, loss of profit, business, revenue, goodwill or anticipated savings. Neither party excludes or limits liability for death or personal injury.

Termination

Either party may terminate any engagement by one month's written notice to the other, or by immediate written notice if the other is in material breach or if the other becomes insolvent. If the engagement is terminated after the Commission invoice has been issued by the Consultancy, this payment is deemed to be a nonrefundable deposit and is due for payment. If the engagement is after work has begun, the Consultancy reserves the right to charge for work performed pro-rata.

Quality, Warranty and Maintenance

The Consultancy will make all reasonable efforts to fix any reported and reproducible problems in the Live Deliverable for a period of three(3) months after launch. The onus is on the Client to perform appropriate testing and accept the Delivery as ready for Live stage launching when they are satisfied as to the quality level. Unless the Quotation or a separate agreement details terms for Maintenance of the Deliverable or it's hosting server, there is no ongoing maintenance provision. Maintenance agreement prices can be altered by the Consultancy giving 3 months notice to the Client.

Terms

A contract for an engagement formed on the basis of a Quotation referencing these terms is governed only by these terms and by no others, except where both parties expressly agree in writing. In particular, it is agreed that any Purchase Order or other such document from the Client is intended for the Client's own administrative purposes only, and that notwithstanding its wording, neither a Purchase Order nor its content will have any legal effect. Save to the extent expressly provided, all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.

On top of our own terms, if you ar rgistering or renewing a .uk domain, please refer to nominet's Terms, which are available here: http://www.nominet.org.uk/go/terms

Confidentiality

Unless the parties have signed a separate agreement containing more specific provisions in relation to confidentiality (in which case the provisions of such agreement will continue to apply in lieu of this clause), each party will keep any confidential information disclosed by the other secret. Neither party may use or take advantage of any such confidential information without the discloser's consent, even after the end of an engagement. This obligation does not apply to (i) information known to the receiver before disclosure by the other party, or (ii) information which becomes public knowledge without fault on the part of the receiver, or (iii) disclosures made to the extent required by some applicable legal or regulatory requirement.

Domain Expiry/Renewal

Each domain has an expiry date and you will be contacted via email before this period to inform you that your domain is due to expire and ask if you would like to renew it.

It is still possible to renew your domain name after the expiry date. It depends on the the type of domain on how long the grace period is, this is typically around 2 months. After that time the register may release the domain, meaning anyone can register the domain.

Nominet Domains (.uk)

If you do not renew your domain, then Nominet will typically contact you directly and offer you the opportunity to renew your domain with them. Please note this is typically much more expensive then renewing with ourselves.

After approximately one month, Nominet with mark your domain as Suspended. This means that the domain will stop working and will affect any services relating to it, such as your website and email.

If the domain is still not renewed, then Nominet will delete your domain from their records, this means that the domain is now available for anyone to re-register, on a first come first served basis.

Global Domain Names (.com, .org, .net etc)

The process is basically the same for most domain registers, but it is important to check and renew any domains that you do not wish to lose. Most registers will disable the domain once it has expired and allow you to renew it for ~ 1 month after the expiry date. During this period all associated services will be affected.

If the domain is not renewed after this period the domain is placed in 'Pending Delete'. The register will then release the domain in the near future. The domain will then be able to be registered by anyone. It may still be possible to renew the domain, but additional charges may be applicable.

Domain Transfers

There is no charge for domain transfers to and from Domain Snipe Ltd, however you maybe subject to fees associated from the domain registry in charge of the top level domain. Please get in contact if you need further explanation.

Nominet

Domains ending in .uk, .wales and .cymru come under the control of the domain name registry Nominet. These domains are also subject to Nominet's terms and conditions, viewable at http://www.nominet.org.uk/go/terms

Complaints

Complaints can be made via the form on our website, http://www.domainsnipe.co.uk. You can expect to receive a response within 5 business days. If you are unsatisfied by the response give, please write to: Managing Director, 31 Market Hill, Maldon, Essex. CM9 4QA. You will receive a written response within 5 business days of receipt of your letter.

Law

These terms are governed by the laws of England & Wales, whose courts shall have sole jurisdiction in relation to all matters arising.

General

These terms and conditions constitute the entire and only agreement between the parties in relation to its subject matter and replaces and extinguishes all prior or simultaneous agreements, undertakings, arrangements, understandings or statements of any nature made by the parties or any of them whether oral or written (and, if written, whether or not in draft form) with respect to such subject matter. Each of the parties acknowledges that it is not relying on any statements, warranties or representations given or made by any of them in relation to the subject matter of this agreement, save those expressly set out in these terms and conditions and that it shall have no rights or remedies with respect to such subject matter otherwise than under this agreement (and the documents executed at the same time as it or referred to in it) save to the extent that they arise out of the fraud or fraudulent misrepresentation of the other party.

No variation of this agreement shall be effective unless in writing and signed as a Deed by or on behalf of a duly authorised representative of each party.

This agreement shall be binding on the parties and their respective successors in title. Neither of the parties shall be entitled to assign this agreement or any of its rights and obligations under it except as permitted in this agreement.

A failure by any party to exercise and any delay, forbearance or indulgence by any party in exercising any right, power or remedy under this agreement shall not operate as a waiver of that right, power or remedy or preclude its exercise at any subsequent time or on any subsequent occasion. The single or partial exercise of any right, power or remedy shall not preclude any other or further exercise of that right, power or remedy. No custom or practice of the parties at variance with the terms of this agreement shall constitute a waiver of the rights of any party under this agreement. The rights, powers and remedies provided in this agreement are cumulative and not exclusive of any rights, powers or remedies provided by law. Any party may release or compromise the liability of any other party or grant to such other party time or other indulgence without affecting its rights in relation to any other parties.

Nothing in this agreement shall be considered to create a partnership, a relationship of principal and agent or a relationship of employer and employee between the parties.

No term of this agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party, but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.

Definitions

Where used in this document: 'the Client' means the company or individual commissioning work from the Consultancy, 'the Consultancy' means Domain Snipe Ltd., 'Deliverable' means a work produced by the Consultancy in the course of Services for delivery to the Client, 'Maintenance' means ongoing routine work to assist in ensuring the smooth operation of the Deliverable, 'Open- Source Software' means software that has the original code available for other developers to review and enhance, 'Purchase Order' means a request from the Client to purchase goods or services, 'Quotation' means an email or letter from the Consultancy containing a specific price for a specific Deliverable.