It will only happen if it's made to happen.........
Revised 22-03-2005
Any agreement made between Attention Grabbers Ltd and the party contracting the services (the Client), becomes effective upon the date that Attention Grabbers Ltd accepts the signed Service Agreement (by email, fax, post, or in person) for the contracting party (the Client) to retain the service or services requested.
Please note that Attention Grabbers Ltd reserves the right to refuse services and/or access to its servers to anyone.
01. Definitions
02. Server Use
03. Domain Name Registration
04. Web Site Hosting & Email
05. Design Credit
06. Service Availability & Performance
07. Product Ownership
08. Search Engine Registration
09. Third Party Alterations
10. Payment
11. Relationship of Parties
12. Permissions & Copyright
13. Confidentiality
14. Errors & Liabilities
15. Indemnity
16. Invalidity
17. Termination & Suspension
18. Rights on Termination
19. Limitation of Liability
20. Notices
21. Headings
22. Variation
23. Non-Waiver
24. Law
25. Entire Agreement
"Agreement" means any agreement made subject to these Terms and Conditions, which shall incorporate or be subject to these Terms and Conditions. In this Agreement the party who is to receive the Services provided, shall be referred to as the "Client" and the party providing the Services shall be referred to as "Attention Grabbers"
"Services" means web site design and construction, domain name registration, web site hosting and email facilities, web site maintenance, e-marketing and any other service or facility provided by Attention Grabbers to the Client.
"Server" means any computer server equipment operated by or contracted to Attention Grabbers in connection with the provision of the Services. "Web Site" means the area on a Server allocated by Attention Grabbers (or any other Hosting Company) to the Client for use by the Client as a site on the World Wide Web or Internet.
"Web Site Design" means web page design, custom HTML, custom programming and associated construction which may include web page layout, graphics, photographs of materials and/or products that the Client wishes to display on the web site, including the redesign of existing web sites.
"Web Traffic" means data transferred from a web site. "Search Engine Registration" means submission of the Client's URL, or domain name, to Internet Search Engines to assist in the effort of gaining recognition for the Client's web site.
"Domain Name Registration" means the registration with the appropriate authorities of the desired domain name on behalf of the Client. "Web Site Hosting" means providing World Wide Web page hosting on a server with email message facilities.
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Pornography, erotic images or other lewd or obscene content are prohibited on any Attention Grabbers server. Illegal material including but not limited to copyrighted works, commercial video, music files and any material in violation of any regulation is prohibited on any Attention Grabbers server. Pirated software, ROMS, emulators, phreaking, hacking, password cracking, IP spoofing, and encrypting of any of the above is prohibited on any Attention Grabbers server.
This also includes any sites which provide "links to" or "how to" information about such material.
Spamming, or the sending of unsolicited email, from an Attention Grabbers server or using an email address that is maintained on an Attention Grabbers machine is prohibited. Attention Grabbers reserves the right to suspend or cancel a Client's access to any or all services provided by Attention Grabbers, if Attention Grabbers decides that an account has been inappropriately used.
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Attention Grabbers makes no representation that the domain name the Client wishes to register is capable of being registered by or for the Client, or that it will be registered in the Client's name. The Client should therefore not assume registration of a requested domain name(s) until the Client has been notified that it has, or they have, been registered. Any action taken by the Client before such notification is at the Client's own risk. The registration and use of the Client's domain name is subject to the terms and conditions of use applied by the relevant naming authority; the Client shall ensure that they are aware of those terms and conditions and that they comply with them.
The Client shall have no right to bring any claim against Attention Grabbers in respect of refusal to register a domain name; any administration charge paid by the Client to Attention Grabbers shall be non-refundable notwithstanding refusal by the naming authority to register the desired name.
Attention Grabbers shall have no liability in respect of the use by the Client of any domain name; any dispute between the Client and any other person must be resolved between the parties concerned in such a dispute. If any such dispute arises, Attention Grabbers shall be entitled, and at their discretion without giving any reason, to withhold, suspend or cancel the domain name. Attention Grabbers shall also be entitled to make representations to the relevant naming authority but will not be obliged to take part in any such dispute. Attention Grabbers gives no warranty that the Domain Name requested will not infringe the rights of any third party and the client indemnifies Attention Grabbers in respect of any such infringement. Attention Grabbers shall not release any domain name to another provider unless full payment for that domain name has been received by Attention Grabbers.
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Attention Grabbers make no representation and give no warranty as to the accuracy or quality of information received by any person via the Server. Under no circumstances shall Attention Grabbers be held liable for claims arising from the content of the Client's web site.
The Client represents, undertakes and warrants to Attention Grabbers that they will use the Web Site allocated to them only for lawful purposes. In particular, the Client represents, warrants and undertakes to Attention Grabbers that: the Client will not use the Server in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will they authorize or permit any other person to do so; the Client will not post, link to or transmit: (a) any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, racist, pornographic, blasphemous, profane or otherwise objectionable 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, trademark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction.
The Client shall keep secure any identification, password and other confidential information relating to the Client's account and shall notify Attention Grabbers immediately of any known or suspected unauthorized use of the account or breach of security, including loss, theft or unauthorized disclosure of the password or other security information.
The Client shall observe the procedures, which Attention Grabbers may from time to time prescribe and shall make no use of the Server, which is detrimental to Attention Grabbers’ other customers.
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The Client shall procure that all mail is sent in accordance with applicable legislation (including data protection legislation) and a secure manner. In the case of an individual, the Client warrants that they are at least 18 years of age and if the Client is a company, the Client warrants that the Services will not be used by anyone under the age of 18 years.
The Client will keep Attention Grabbers informed of any change to the Client's address and other such information as may effect the payment of charges due.
While Attention Grabbers will use every reasonable endeavour to ensure the integrity and security of the Server, Attention Grabbers do not guarantee that the Server will be free from unauthorized users or hackers and Attention Grabbers shall be under no liability for non-receipt or misrouting of email or for any other failure of email.
All web site hosting accounts are set up on a prepay basis. All pricing is guaranteed for the term of the prepayment.
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Client's web site pages, which have been created by Attention Grabbers, shall have a link to Attention Grabbers’ web site, appearing in small type at the bottom of each web site page. If the client wishes for this to be removed, it shall be agreed prior to the commencement of the project.
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Attention Grabbers shall use all reasonable endeavours to make available to the Client at all times the Server and the other Services. The Client acknowledges and agrees that Attention Grabbers cannot guarantee the absence of service interruptions caused by Acts of God or other circumstances beyond Attention Grabbers’ control, including, but not limited to, telecommunications problems.
All web sites created by Attention Grabbers will be optimized for viewing in Microsoft Internet Explorer or Netscape Navigator. The Client accepts that certain features of their site may not work, or may not be visible, or may look different, depending on the functionality of the hardware and software used to view the site. The Services provided to the Client hereunder and the Client's account with Attention Grabbers cannot be transferred or used by anyone other than the Client.
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Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively, the "Product") developed in whole or in part by Attention Grabbers in connection with the Services shall be the exclusive property of Attention Grabbers.
If the Client wishes to obtain exclusive rights to any other such copyrightable property it must be agreed upon in writing by both the Client and Attention Grabbers and made an Addendum to this Agreement. In any case, no release of rights or ownership from Attention Grabbers to the Client of any works, product or services would be granted until full payment for the Services is received in full from the Client.
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All search engine registrations carried out by Attention Grabbers are done to the best of Attention Grabbers abilities, but it should be noted that Attention Grabbers has no control over search engine registrations. As such Attention Grabbers cannot guarantee how or where the search engine will rank the Client's web site, nor how long an individual
search engine directory may take to catalogue the information presented.
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Attention Grabbers cannot accept responsibility for any alterations caused by either the Client or a third party to the Client's web site pages once placed on a server. Such alterations include, but are not limited to additions, modifications, or deletions.
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Subject to quotation and agreement, the Client shall pay charges for all Services to Attention Grabbers in advance, unless otherwise agreed by Attention Grabbers. In the event that it is agreed that work is to commence prior to payment, the Client agrees to abide by Attention Grabbers invoice terms of Nett 30 days. All payments must be in UK Pounds Sterling. If the bank returns a Client’s payment cheque as unpaid for any reason, the Client will be liable for a "returned cheque" charge of £25.
All ongoing or “inclusive” services accounts are set up on a prepay basis by standing order unless otherwise agreed by Attention Grabbers in writing. All pricing is guaranteed for the duration of the Service Agreement.
Payment is due each anniversary month or period following the date the ongoing or “inclusive” services account was established. If for any reason payment does not arrive on time, the account may be suspended without notice or alternatively Attention Grabbers reserves the right under the Government guidelines on “better payment practice” taken from Late Payment of Commercial Debts Regulation 2002, to charge interest for late payment where no agreement for other arrangement exists.
Interest on overdue payments shall accrue from the initial due payment date to the date of actual payment (calculated daily) at a rate of 8% above the base rate of National Westminster Bank plc.
Attention Grabbers Ltd further reserve the right to make charge for debt recovery should this prove to be a requirement.
Any account not brought current within one week of email notification is subject to suspension.
All charges are subject to VAT. Without prejudice to Attention Grabbers other rights and remedies under this Agreement, if any invoice payable is not paid on or before the due date, Attention Grabbers shall be entitled forthwith to suspend the provision of Services to the Client without notice.
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It is understood by the parties that Attention Grabbers is an independent organization with respect to the Client, and not an employee of the Client, and as such the Client will not provide any employee or fringe benefits, for the benefit of Attention Grabbers or Attention Grabbers employees.
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The Client will obtain all the necessary permissions and authorities in respect of the use of all copy, graphics, registered company logos, names and trademarks or any other material supplied to Attention Grabbers by the Client for the design and construction of any web pages. Acceptance of this Agreement shall be regarded as a guarantee by the Client that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested. Attention Grabbers will accept no responsibility for damages to or losses incurred by the Client from the use of material for which the required permission or authority has not been properly obtained. The Client is required to ensure that the content of their web site pages meets all the current UK government legislation regarding publications. The Client shall further indemnify Attention Grabbers in respect of any claims, costs or expenses that may arise from any material included in the Client's web site pages.
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Attention Grabbers will not at any time or in any manner, either directly or indirectly, use for the benefit of Attention Grabbers, or divulge, disclose, or communicate in any manner, any information that is proprietary to the Client. Attention Grabbers will act reasonably to protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon request, Attention Grabbers will return to the Client all notes, records, documentation or other items belonging to the Client that were used for the Services of this Agreement.
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Attention Grabbers will use its best endeavours to ensure the Services are free of errors. Attention Grabbers will accept responsibility for any errors that may arise in the course of performing the Services, and rectify any such errors identified within the duration of the Service Agreement, without charge or penalty to the Client. Such errors include but are not limited to: grammatical or spelling errors on web pages; misplacement of text or graphics on web pages; malfunctioning of interactive elements included in the web site pages. Attention Grabbers does not accept any liability for losses or damages arising from errors within the Services.
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The Client shall indemnify Attention Grabbers and keep Attention Grabbers indemnified and hold Attention Grabbers harmless from and against any breach by the Client of these terms and conditions of business, and any claim brought against Attention Grabbers by a third party resulting from the provision of Services by Attention Grabbers to the Client, and the Client's use of the Services and the Server including, without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses), howsoever suffered or incurred by Attention Grabbers in consequences of the Client's breach or non-observance of this Agreement.
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If this Service Agreement or any part thereof shall be adjudged for any reason to be void, unenforceable or ineffective, but would be adjudged to be valid effective and enforceable if part of the wording were deleted or a provision were limited in scope, then this Agreement shall continue with such modifications deemed to be written, construed and enforced as so limited, so as to make its provisions (or if such be the case its remaining provisions) valid effective and enforceable.
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The Service Agreement shall remain in force for a minimum period of twelve (12) months from acceptance by Attention Grabbers of the Client's application to use the service or services provided: To automatically continue beyond the initial twelve (12) month period unless terminated in writing by either the Client or Attention Grabbers.
After the initial twelve (12) month period, the Client can effect termination of this agreement by giving a minimum of one (1) month's notice in writing, either by email, fax or post. Termination can be effected by Attention Grabbers, without in any way limiting Attention Grabbers rights under any other sub clause in this agreement, if:
- The Client fails to pay any sums due to Attention Grabbers as they fall due, then Attention Grabbers may remove the web site from public viewing, or suspend the Services and/or terminate this Agreement forthwith without notice to the Client;
- The Client breaks any of these terms and conditions, including violating any licensing agreements, and fails to correct the breach within thirty (30) days following written notice from Attention Grabbers specifying the breach, then Attention Grabbers may terminate this Agreement forthwith upon written notice;
- The Client is a company and if that company goes into insolvent liquidation or suffers the appointment of an administrator or administrative receiver or enters into a voluntary arrangement with the Client's creditors, then Attention Grabbers shall be entitled to terminate this Agreement forthwith without notice to the Client.
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Termination of the agreement shall not affect any pre-existing liability of the Client or affect any right of Attention Grabbers to recover damages or pursue any other remedy in respect of any breach by the Client of the agreement. In the event of termination of the agreement by Attention Grabbers on account of any breach of the Terms and Conditions thereof by the Client, Attention Grabbers shall be entitled to the balance of all Annual Subscription payments, which would but for such termination, have accrued to the earliest date on which the Agreement could have been terminated by the Client in accordance with the terms hereof. Attention Grabbers shall not be required to release the Client's Domain Name or Internet address and may refuse to do so until this Agreement has been lawfully brought to an end and all sums due hereunder have been received by Attention Grabbers, and the Client has complied with all its obligations hereunder.
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Nothing in these terms and conditions shall exclude Attention Grabbers liability for death or personal injury resulting from Attention Grabbers’ negligence in providing these services. The Client acknowledges and agrees that Attention Grabbers’ total aggregate liability to the Client for any claim in contract, tort, negligence or otherwise arising out of, or in connection with, the provision of the Services shall be limited to the charges paid by the Client in respect of the Services that are the subject of any such claim. In any event no claim shall be brought unless the Client has notified Attention Grabbers of the claim within one year of it arising. In no event shall Attention Grabbers be liable to the Client for any loss of business, contracts, profits or anticipated savings, or for any other indirect or consequential or economic loss whatsoever. Attention Grabbers will not be held liable for any service that it provides which is totally reliant upon a third party over which Attention Grabbers has no administrative control.
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Any notice (including but not limited to Suspension notices) to be given by either party to the other must be in writing and may be sent by either email, fax or post to the address of the other party as appearing in this Agreement, or to 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; or if sent by fax shall be deemed to be served on receipt of an error free transmission report; or if sent by Royal Mail post shall be deemed to be served two days following the date of posting. In proving such service it shall be sufficient to prove that delivery was made or that the envelope containing such communication was properly addressed and posted as a prepaid first class letter.
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Headings are included in this Agreement for ease of reference only and shall not affect the validity or interpretation of this Agreement.
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Subject to Client consultation and agreement, Attention Grabbers reserves the right to vary these Terms and Conditions as a result of changes required by its insurers, operation or administration problems, new legislation, statutory instruments, Government regulations or licenses.
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The allowance of time to pay or any other indulgence by Attention Grabbers in respect of payments due to it shall in no manner affect or prejudice its right to payment together with interest provided under these Conditions. The failure of either party to enforce any provision of this agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this agreement.
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24. Law
This Agreement shall be governed by and construed in accordance with English law and the client hereby submits to the non-exclusive jurisdiction of the English courts, and any alteration to part of the agreement shall not invalidate the remainder.
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These Terms and Conditions together with any documents expressly referred to in them contain the entire Agreement between Attention Grabbers and the Client relating to the subject matter covered and supersede any previous Agreements, arrangements, undertakings or proposals, written or oral, between Attention Grabbers and the Client in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these Terms and Conditions.
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