TERMS & CONDITIONS
Index Links
General Terms and Conditions applicable to all sales
Terms and conditions applicable to Users of this Website
The following are Product Specific Terms and Conditions
1. TERMS
AND CONDITIONS
1.1 These terms and
conditions together with a sales order will form a binding contract
between the Client and Orbit Partnership Limited (Orbit) which
shall constitute the entire agreement between Client and Orbit
and apply to any trading agreement or other contract or arrangement
between Client and Orbit.
1.2 These terms apply
to the exclusion of all other terms or conditions of contract
the Client may propose and shall not be varied unless agreed
in writing, signed by Orbit.
1.3 The Client signature
on an agreement is not required in order for contracts to be
legally binding. The use of services and/or receipt by
Orbit of any initial payment shall constitute agreement.
2. ORBIT
2.1 In consideration
of the payment by Client to Orbit of the fees as set out in the
Sales Order, Orbit agrees to provide to Client the goods and
services described in the Sales Order (“Works”) in
accordance with the Proposal (where one exists), with reasonable
and due care in accordance with and subject to these terms.
2.2 Orbit undertakes
that the Works shall be faithful to the basic conceptualisation
of the underlying works, pitch or proposal (where one exists)
and reflect the same standards of quality and integrity.
2.3 This Agreement
shall not give rise to any exclusive relationship and nothing
in this Agreement shall prevent Orbit acting for or providing
works the same or similar to the Works to any third party.
3. CLIENT
3.1 Client will co-operate
with and act in good faith towards Orbit and, on request, undertake
such acts and provide such source materials (including those
listed in the Sales Order or other communication) (“Materials”)
as Orbit are to incorporate into the Works, or as Orbit require
to carry out its obligations hereunder.
3.2 In the event that
the Client does not undertake those acts or provide those Materials
required under clause 3.1 above within a reasonable time (and
at least within 3 months) of being requested to do so, including
without limitation carrying out any changes, modifications or
optimisations to Client’s web site or other Materials as
requested, recommended or required by Orbit, Orbit shall be entitled
to invoice and be paid for the remaining Works as if Client had
done so whether such are provided or not.
4. PAYMENT
4.1 Invoices shall
be issued in accordance with the Payment Terms as specified on
the Sales Order. No Works will be commenced until initial
payments have been received. The Client shall pay Orbit the Fees
without deduction or set-off (with VAT thereon). Orbit shall
be entitled to withhold or suspend the Works until such time
as Orbit receives the Fees or other payments due.
4.2 Orbit shall be
entitled to charge interest on any overdue payment at the rate
of 3% over Barclays Bank’s base rate prevailing at the
time and shall be entitled to such reasonable costs as Orbit
incurs in the collection of such overdue payments.
4.3 Orbit may charge
additional Fees in accordance with its then prevailing rates:
4.3.1 in the event of delays or additional
works caused or required by the Client including its failure
to provide Orbit with such information, Materials, instructions,
media or approvals, as are reasonably required for the supply
of the Works, properly and / or on time;
4.3.2 in the event of changes to the
cost of labour, materials, services and other circumstances outside
of Orbit's reasonable control.
4.3.3 in the event that Client requires
the supply of Works, goods and services in addition to those
described in the Order Form or any variations to the Works.
4.4 If Client requires any change or alteration to the Works
(Change), Orbit and Client shall, prior to such change being
effective or implemented, agree:
4.4.1 the nature of the Change;
4.4.2 the procedures for implementation
of such Change; and
4.4.3 the variation to the Fees.
4.5 Until any Change
is formally agreed between the Client and Orbit, Orbit will continue
to perform and be paid for the Works as if the Change had not
been proposed, unless otherwise requested by the Client.
4.6 All and any Changes
to the Works shall be reflected and accompanied by appropriate
amendments to the Proposal and Fees.
4.7 In the event that
the Works include pay-per-click (PPC) or other search engine
placement services which require payments to third parties and
are agreed with the Client prior to their implementation, the
Client shall reimburse and indemnify Orbit for any out of pocket
expenses incurred by Orbit in supplying the same.
5. INTELLECTUAL
PROPERTY RIGHTS / CONFIDENTIALITY
5.1 All copyright,
design right, registered designs, trade marks, patents, database
rights and confidential information and ideas and all other rights
whatsoever of a like nature world wide whether registered or
not of whatever nature in material devised, created or commissioned
by Orbit, in supplying the Works and under this Agreement will
vest in and belong to Orbit unless otherwise agreed and specified
in writing on the Sales Order or otherwise and signed by both
Parties.
5.2 In consideration
of and upon payment of the Fees in full, Client shall have the
Rights of Use set out in the Sales Order which rights shall take
effect on receipt by Orbit of the Fees. Where no such rights
are specified the Client is granted a non-exclusive licence to
use the Works for the Purpose described in the Sales Order, Proposal
or other Works documentation. Rights of Use shall be extended
only with the consent of Orbit and payment of additional fees.
5.3 The Client grants
Orbit a non-exclusive royalty free licence to use the Materials
for all purposes relating to this Agreement and warrant that
it has obtained and is fully entitled to grant Orbit these rights
and that the Materials are free of racist, defamatory, obscene
and other legally restricted material.
5.4 The Client undertakes
that it will keep secret and confidential the terms of this Agreement
and any information supplied by Orbit in connection with this
Agreement or the business of Orbit (including the Proposal) and
the Works and shall not disclose or make available such information
or part thereof to any third party (except to its own employees
and advisers and then only on a need to know basis) without Orbit’s
prior written consent PROVIDED THAT this Clause shall not extend
to information which was and can be shown to be rightfully in
the possession of the Client prior to the commencement of the
negotiations leading to this Agreement or which is in the public
domain (other than as a result of a breach of this Clause);
5.5 The Client undertakes
to Orbit to indemnify and hold harmless Orbit in full and defend
at its own expense Orbit against all costs, damages and losses
incurred by Orbit arising out of its use of the Materials or
breach by Client of this clause 5.
5.6 The Client shall
not modify, adapt or translate the Works except with the prior
written consent of Orbit or as otherwise permitted by law where
all modifications, adaptations, translations shall belong to
and vest in Orbit unless otherwise agreed and specified in writing
on the Sales Order.
5.7 Orbit warrants
that it will use reasonable efforts to ensure that the Works
do not infringe the copyright of any third party.
6. INSPECTION
AND ACCEPTANCE
6.1 The Client shall
inspect the Works regularly and shall inform Orbit immediately
if it wishes to reject any part of the Works because such do
not comply with the Proposal or are defective in material and
workmanship.
6.2 If the Works do
not comply with the Proposal or are defective in material and
workmanship Orbit‘s liability shall be limited to correcting
such defects within a reasonable time.
6.3 The Client shall
only be entitled to reject the Works because such do not comply
with the Proposal or are defective in material and workmanship
and if they are not rejected within 48 hours of delivery then
the Client shall be deemed to accept the Works. Rejection without
good reason shall be deemed a breach of these terms.
7. LIABILITY
AND WARRANTY
7.1 Subject to Clause 7.2
below, Orbit’s liability for any loss or damage direct
or otherwise and howsoever caused whether in tort (including
negligence) or contract or otherwise shall not exceed the amount
invoiced by Orbit to the Client hereunder.
7.2 Orbit shall not
be liable to the Client for any consequential loss or damage.
7.3 When instructions
or advice are given or received orally by Orbit, Orbit shall
have no liability to Client for any misunderstanding or misrepresentation
which may arise in relation thereto except in relation to fraudulent
misrepresentations.
7.4 Orbit shall have
no liability to the Client in respect of the Materials. On completion
of the Works the Client agrees to collect the Materials within
2 months of completion of the works, failing which, Orbit may
dispose of them on giving the Client 14 days notice.
7.5 Orbit’s liability
shall be limited to using reasonable skill and care in the supply
of the Works. In particular Orbit shall not, except in
the case of gross negligence and wilful or deliberate act, be
liable for:
7.5.1 any loss or damage caused by it
being given access to the Client’s computer systems (which
shall only be required where necessary) including without limitation
any remote servers to which it has access or stores data or any
unauthorised access to or use of the same including without limitation
for any misuse of any passwords, logins or accounts of the Client,
7.5.2 any interference in or modification
of the Works or the Client’s web site by the Client or
any third party or the consequences thereof, remedy of which
shall be as a Change.
7.6 Orbit undertakes to
provide the Works with reasonable skill and care, however Orbit
cannot give any warranty or representation as to positions within
search engines due to the operation of such being out of its
control.
8. LEGISLATION,
WARRANTY AND INDEMNITY
8.1 The Client shall
comply with all applicable rules, regulations, codes of practice
and laws relating to its use of the Works, including without
limitation its obligations under the Data Protection Act 1998;
Regulation of Investigatory Powers Act 2000; Competition Act
1998 and E-commerce Directive and equivalent legislation;
8.2 The client warrants to Orbit at all times that the material included in the Web Site without limitation: (a) is not in breach of the Intellectual Property rights of any third party; (b) is not obscene within the definition of the Obscene Publications Act 1959 or any other relevant provision, statute; (c )is not in breach of any code or provision of statute or common law or otherwise in force from time to time in relation to Advertising of Goods or Services; (d) contains no element of corporative advertising which is in breach of the Control of Misleading Advertisements (Amendment) Regulations 2000; (e) is not in breach of the Defamation Act 1996 or any other relevant provision; (f) does not contain any misleading price comparison in breach of Consumer Protection Act .
9. THIRD
PARTY MATERIALS
9.1 Orbit gives no
warranty, representation or undertaking in relation to any third
party materials or Works.
9.2 Prior to any selection,
use or reproduction by the Client of Works, Orbit shall use reasonable
efforts to, on reasonable request, provide the Client with copies
and evidence of such rights, clearances, permissions and licences
as shall be necessary for the use of the Works by the Client.
9.3 Subject to the
foregoing Orbit shall have no liability to the Client whatsoever
in relation to the Works and gives no warranty and makes no representation
as to whether Works contain or are free from racist, defamatory,
sexually explicit, inflamatory, obscene or other legally restricted
material and explicitly excludes all and any liability in relation
thereto.
10. RISK AND TITLE
10.1 Risk in any reports or information
delivered to the Client will pass to the Client on dispatch and
until payment in full has been received in cleared funds by Orbit
in respect of the Works, title in any physical products delivered
to the Client shall remain with Orbit.
10.2 The Client shall take out
such insurance as shall be prudent against all risks usually
incurred in respect of the Work whilst in its possession or control.
11. TERMINATION
11.1. Orbit shall be entitled to immediately
restrict, suspend or terminate the Works and the Client’s
use of any Works and or terminate this Agreement upon the Client’s
material breach of this Agreement (including without limitation
the non-payment of any sum as and when due) unless the Client
remedies such breach within 14 days of its occurrence.
11.2 Orbit will not be liable in
any amount for failure to perform any obligation under this Agreement
if such failure is caused by the occurrence of any unforeseen
contingency beyond the reasonable control of Orbit including
without limitation Internet outages, communications outages,
fire, flood, war or act of God.
11.3 The Client may not unilaterally
cancel its order of the Works or otherwise terminate this Agreement
(except for material breach by Orbit of a fundamental term of
this Agreement) at any time without full payment of the Fees.
11.4 During the course of this
Agreement and for a period of 12 months afterwards, the Client
shall not solicit the staff of Orbit or entice them to transfer
their employment or services.
11.5 Either party may by written
notice to the other terminate this agreement immediately if one
of the following events occurs:
(a) either party goes into liquidation or makes any arrangement
or composition with its creditors or is otherwise unable to pay
its debts within the meaning of Section 123 Insolvency Act 1986;
(b) either party's ability to carry out its obligations under
this agreement is prevented or substantially interfered with
for any reason for a period in excess of three months (whether
or not within the control of such party) including without limitation
by reason of any regular law decree or any act of state or any
other action of a government.
12. GENERAL
12.1 Nothing in this Agreement
shall be deemed to constitute a partnership or agency relationship
between the Parties and neither of the Parties shall do or suffer
to be done anything whereby it may be represented as a partner
or agent of the other party.
12.2 If any part of this Agreement
is or becomes unenforceable, such part will at Orbit’s
option be construed as far as possible to reflect the parties’ intentions
and the remainder of the provisions will remain in full force
and effect.
12.3 No forbearance, delay or indulgence
by either party in enforcing the provisions of this Agreement
shall prejudice or restrict the rights of that party nor shall
any waiver of rights operate as a waiver of any subsequent breach
of this Agreement.
12.4 The Client shall not assign
the benefit or burden of this Agreement without the prior written
consent of Orbit.
12.5 The UK shall be considered
the place of first publication of any material on the internet.
12.6 No person who is not a party
to this Agreement shall be entitled to enforce any of the terms
pursuant to the Contracts (Rights of Third Parties) Act 1999.
12.7 These Terms are made in accordance
with the laws of England and the Parties submit to the exclusive
jurisdiction of the English courts.
12.8 Orbit reserves the right to
modify these terms and conditions at any time by posting revised
terms and conditions on this web site.
12.9 Every effort is made by Orbit
to ensure that information presented by the service is accurate.
Orbit, its agents, representatives or employees cannot accept
any liability arising as a result of incorrect information being
provided by you.
Website Usage Terms and Conditions
We want you to enjoy your visit to www.orbit-internet.com, but you need to be aware that the following Terms & Conditions govern your access to this Orbit Partnership Limited web site.
General
The Orbit Internet site has been created primarily for visitors and customers in the United Kingdom. We make no representation or warranty to visitors from countries outside the United Kingdom.
Although we try to keep our web site up to date, complete and accurate, we make no guarantee or warranty of any kind in this respect, nor do we guarantee that the website is compatible with your hardware and software.
13.3 Without prejudice to your statutory
rights the site and all information, text, names, images, pictures,
logos, links and icons and other materials (without limitation)
are provided 'AS IS' and on an 'IS AVAILABLE' basis without representation
warranty or endorsement, express or implied. In particular, we
do not warrant or represent the accuracy or completeness of information
provided on this site nor do we guarantee that use of this site
will be uninterrupted or error-free, or that the site and its
servers are free of computer viruses or bugs.
13.4 In no event will Orbit Internet be liable
to any person for any damage or loss that may arise from the
use of any information contained in our site or products advertised
on our site, including, without limitation, indirect or consequential
damages, or any damages whatsoever arising from use or loss of
use, data, or profits, whether in action of contract, negligence
or other tortuous action, arising out of or in connection with
the use of the site.
13.5 Orbit Internet reserves the right to change
any of its terms and conditions at any time, so you should check
these Terms & conditions each time that you access the site.
13.6 If you do not accept these Terms & Conditions
in full, you must stop using this website immediately.
14 Copyright
14.1 All rights, including copyright and database
right, in the Orbit Internet website and its contents, are owned
by or licensed to Orbit Internet, or otherwise used by Orbit
Internet as permitted by applicable law or the copyright holder.
You may not copy, reproduce, republish, download, post, broadcast
or transmit any text, images, graphic, logo, button, icon, image
and their selection and arrangement thereof, and any underlying
source code and software, for any commercial or public purpose
without prior written permission from Orbit Internet or the copyright
holder or in accordance with the Copyright, Designs and Patents
Act 1988.
14.2 Orbit Internet reserves the right to use
for its own purposes any material submitted to the site, including
text and images, either on the site or in any other form, including
for publicity purposes. Orbit Internet reserves the right to
monitor submissions to the site and to edit or reject any submissions.
15 Trademarks
15.1 All names, images, logos identifying Orbit
Internet are proprietary marks of Orbit Partnership Limited.
All third party brand, product, service and company names contained
on this site are the trademarks, service marks and trade names
of their respective holders. Orbit Internet does not give permission
for their use by any person other than the holders. Any such
use may constitute an infringement of the holders' rights.
16 External links
16.1 Orbit Internet does not represent, warrant,
endorse or hold responsibility over any external sites that may
be linked to and from this site. Any external site that you visit
by clicking through a link on this site is outside the control
of Orbit Internet and you visit entirely at your own risk.
17 Jurisdiction
17.1 These Terms of Use shall be governed by
and construed in accordance with the laws of England and Wales.
Disputes arising here from shall be exclusively subject to the
jurisdiction of the courts of England and Wales.
17.2 If any of these Terms should be determined
to be illegal, invalid or otherwise unenforceable by reason of
the laws of any state or country in which these Terms are intended
to be effective, it shall be severed and deleted from this clause.
All other Terms of Use and Terms and Conditions shall remain
in full force and continue to be binding and enforceable.
Product Specific Terms & Conditions
Search Engine Optimisation (SEO) Terms & Conditions
These Terms & Conditions set out the basis on which Orbit Partnership Limited provide SEO Services and are in addition to the General Terms & Conditions
18. CONDITIONS
18.1 Any SEO work that Orbit undertakes
may be detrimentally affected if the Client has:
18.1.1 Employed the services of another Search Engine
Optimisation (SEO) Company to work on the web site at the same
time
18.1.2 Employed the services of a Submission Company
during the same period
18.1.3 Created any duplicate sites, duplicate content
or pages, redirects or doorway pages
18.1.4 Requested or exchanged links with link farms
or undertaken any spamming techniques which may harm the web
site's ranking with Google
18.1.5 Any other additional SEO or SEO related activity
18.2 To that effect Orbit request
that the client inform Orbit in writing if any of the above has
been undertaken either currently or prior to the appointing of
Orbit. If any such work has been undertaken Orbit will
not be held responsible for any agreed targets or guarantees
and in such circumstances Orbit reserves the right to withdraw
it’s obligations to the client.
18.3 It is agreed and understood
that any activities undertaken by the Client (or by any third
party on its behalf) which is in relation to or similar to the
Works, including without limitation any modification of the Works
or the Client’s web site or the use of or inclusion of
any third party product or service which might relate to the
Works shall interfere with the provision of the Works by Orbit
and affect the results, outcomes and positions in search engines.
All such things should be discussed with Orbit prior to implementation
and Client shall not do implement the same without the prior
written consent of Orbit. Remedy of such matters shall be dealt
with by way of Change.
18.4 Orbit may make void any campaign
and any outstanding balance becomes payable should it be discovered
that the client has participated in actions considered undesirable
(spamming) by the search engines, such as hidden links, links
to link-farms, FFA link pages, redirect or cloaking techniques,
submissions the web pages of the site to the search engines,
search directories or other websites without the consent of Orbit,
use of automated web site submission software or automated reciprocal
link programs.
19. HOSTING
19.1 The Client agrees that their
website is not hosted on free web space using domain forwarding
(either framed or otherwise).
19.2 In cases where there is either
concern that the current hosting IP address may be part of a
'bad neighbourhood' or for reasons of optimisation, Orbit may
request the client to change hosting provider.
20. GUARANTEES
20.1 No guarantees will be given
as to a client’s site position in the search engines as
the search engines change their ranking algorithms on a regular
basis. Additionally, both new sites and competitor sites
may be being optimised and submitted everyday.
21. GOOGLE
21.1 Although Google's results
are displayed on other search engines, the work that is carried
out by Orbit is solely aimed at increasing visibility and boosting
ranking on Google. It is not possible to give a 100% guarantee
for any specific result on any search engine, nor can Orbit quantify
the level of increased traffic or sales, as a result of the SEO
campaign.
22. 3RD PARTY FEES
22.1 Where Search Engines require
subscriptions in order to be registered these costs are the responsibility
of the client unless otherwise stated in writing in the agreement
or as published as part of the campaign that has been purchased.
22.2 Where registration fees are required Orbit will register the clients URL with the directories used by the major search engines. The client will be responsible for these fees unless stated in writing in the agreement or as published as part of the campaign that has been purchased.
23. ACCESS
23.1 The Client grants authority
to submit the web site pages being promoted to search engines
and directories.
23.2 Orbit will have the ability
to optimise the structure and content of clients’ web pages.
Such changes generally have a minimal visual impact. Orbit will
work directly with the client in order to maintain the original
look and feel of your website.
23.3 The client must provide Orbit
with log-on information (username and password) to gain FTP access
to the website. Orbit will maintain confidentiality of log-in
information.
23.4 Clients must inform webmasters
or anyone else who has access to the Web site that Orbit are
performing SEO services on the site.
23.5 The client must allow implementation
of all optimisation strategies on their website.
23.6 You are responsible for ensuring
that your web site is always active and accessible.
24. SEO PAYMENT TERMS
24.1 Set up fees are payable with
order.
24.2 Ongoing fees are payable monthly
10-days in advance and by standing order or by agreed credit
card mandate.
24.3 All credit card payments are
subject to a 3% handling fee unless otherwise stated.
24.4 Orbit reserves the right to
suspend a campaign following non receipt of ongoing fees.
25. CANCELLATION
25.1 Campaigns run for a rolling
12 month period, unless otherwise stated in the Sales Order,
and can be cancelled in writing by either party subject to a
3 month notice period.
26.2 Campaigns cannot be cancelled
within the first 6 months unless otherwise stated in these Terms
and Conditions.
Pay-Per-Click (PPC) Terms and Conditions
These Terms & Conditions set out the basis on which Orbit Partnership Limited provide PPC Services and are in addition to the General Terms & Conditions
27. CONDITIONS
27.1 The Client undertakes to be
authorised to use the service and that all details provided to
Orbit for the purpose of ordering or purchasing services are
correct.
28.2 The Client confirms that they
are the owner or legitimate user, or that you have the consent
of the owner or legitimate user, of the web site that you are
registering for the Service.
28.3 If there are any changes to
the details supplied by the Client it is responsibility of the
Client to inform Orbit.
29. PAYMENTS
29.1 Set up fees are payable with
order.
29.2 PPC budgets should be paid
by cleared funds 5 working days in advance of the campaign ongoing
renewal date.
29.3 If PPC fees are not paid 5
working days in advance, the campaign will be postponed until
such time as Orbit is in receipt of cleared funds. In which case
Orbit will not be held responsible for any detrimental affect
in rankings caused by the suspension.
29.3 Deposited funds are non-refundable.
30. TERMS
30.1 The number of unique visitors
being sent to your web site is monitored using the relevant partner
pay per click network systems. Orbit can only provide information
and data available under those systems.
30.2 The number of visitors sent
to web sites may vary depending on several factors: the number
of the keywords/phrases selected by Orbit, the popularity of
the advertisers product or service, the ability of the advertisers
initial offer to tempt potential visitors to explore the offer
further, the willingness of the advertiser to pay/bid more for
a listing to ensure that it remains at the top of the page when
there are several competing offers. Orbit will not be held
responsible for such relevant actions out of Orbit’s control.
30.3 Use of the this service does
not guarantee that your customer base will increase.
30.4 You are responsible for ensuring
that your web site is always active and accessible.
Domain Names Terms & Conditions
These Terms & Conditions set out the basis on which Orbit Partnership Limited provide Domain Names and Domain Name Services (DNS) and are in addition to the General Terms & Conditions
31 In the
case of the Client not being the Registrant, the Client confirms
by requesting DN Registration that the Registrant has been made
fully aware of these Terms & Conditions. Furthermore the
Client agrees to indemnify Orbit against any claims from the
Registrant in respect of the requested DN registration whether
successfully registered or not.
32 The contract
for DN Registration is between Registrant and the appropriate
Naming Authority; with Orbit acting as Agent for Registrant through
the Client.
33 Registration
of DN is subject to the terms and conditions of use of the Naming
Authority and both Registrant and Client must comply with such
terms and conditions. Orbit does not warrant the competency or
the activities of the Naming authority or the legality of DN.
33.1 The terms and conditions for
the .uk Naming Authority “Nominet UK” can be read & printed
by following this link http://www.nominet.org.uk/registrants/aboutdomainnames/legal/terms/
33.2 The terms and conditions for
ICANN can be read and printed by following this link http://www.icann.org/urdp/udrp.htm
34 Orbit makes
no representation that the DN requested is capable of being registered
to the proposed Registrant. The Registrant and the Client should
therefore not assume registration of the DN until Orbit confirms
in writing that the DN has been registered. Any action that the
Registrant or Client take before receiving written confirmation
of Registration is at the risk of the Registrant. This is irrespective
of whether Client has paid the DN Fee to Orbit.
35 Orbit gives
no warranty that DN requested will not infringe the rights of
any third party and Client agrees to indemnify Orbit against
any such infringements.
36 Orbit shall
have no liability in respect of the use by the Registrant or
the Client of any DN. Any dispute between Registrant or client
and any other person must be resolved between the parties concerned
in such dispute. If any such dispute arises, Orbit shall be entitled
at our discretion and without giving any reason, to withhold,
suspend or cancel the domain name. Orbit shall also be entitled
to make representations to the relevant naming authority but
will not be obliged to take part in any such dispute. Documentation
and procedures fro resolving disputes are available from Nominet
UK and ICANN links provided in clause 2.1 & 2.2.
37 Orbit will
advise the Client by way of an invoice of the impending Renewal
of DN. Where such invoice indicates that the DN will be renewed
automatically unless Client notifies Orbit in writing by the
date specified, the Client will be required to pay the invoice
in full even if the Client later advises Orbit that the DN is
no longer required. In the case of the invoice stating payment
is required prior to Renewal, Orbit accepts no responsibility
whatsoever should the DN Registration lapse and be taken up by
any other party.
38 It is the
sole responsibility of Client to ensure that Orbit has correct
contact details for both Client and Registrant at all times.
39 Due to the
nature of DN and the Registration process, unfortunately once
the DN is registered or submitted for Registration the DN cannot
be cancelled therefore the Client shall pay Orbit the DN Fee
or in the case of a pre-payment no refund of DN Fee can be made.
40 Any request
to transfer DN from Orbit to another provider must be confirmed
in writing by the Registrant. Orbit will use its best endeavours
to effect a smooth and timely transfer to the new provider, but
Orbit will not be liable for any delay or failure in the transfer.
Transfers will not be commenced until all outstanding monies
have been paid by the Client to Orbit.
41 Client requesting
to transfer an existing DN to Orbit confirms that the current
provider has been made aware and agreed to the change. Orbit
will use its best endeavours to effect a smooth and timely transfer,
but Orbit will not be held liable for any delay or failure in
the transfer.
Hosting and Email Services Terms & Conditions
These Terms & Conditions set out the basis on which Orbit Partnership Limited provide Web Hosting and Email Services and are in addition to the General Terms & Conditions
42 Orbit offer
annual and quarterly Hosting packages, both requiring payment
in advance. Quarterly hosting packages shall be paid by Bankers
Standing Order 10-days before the start of each quarterly period.
43 Hosting packages
are inclusive of 1GB bandwidth per month unless otherwise agreed
in writing. Excess bandwidth will incur an additional charge
of £10 per GB or part thereof that is payable within 7-days
of invoice date.
44 Hosting packages
are inclusive of up to ten POP3 email accounts unless otherwise
agreed in writing.
45 Any Client
requesting Hosting package from Orbit agrees to abide by this
Agreement. Failure to observe and keep to the conditions of this
Agreement may render the Customer liable to termination of service
without refund or restitution of any kind.
46 The Client
shall be deemed to have accepted these conditions of service
by directly or indirectly using the hosting service provided
in the package or through the actions of any person acting on
behalf of the Customer in using the service.
47 Where the
Client is acting on behalf of the Beneficial Owner, the Client
hereby confirms that the Beneficial Owner has been made fully
aware of this Agreement and agrees to comply with all the conditions
as if they had made the Agreement directly with Orbit. The Client
agrees to indemnify Orbit should the Beneficial Owner instigate
any claims whatsoever against Orbit in respect of this Agreement.
In the following clauses the term ‘Customer’ is deemed
to include the Client and/or the Beneficial Owner and/or their
representatives, employees and agents.
48 The Customer
shall not allow any third party to use the hosting service or
have to access to it except if that third party is a web designer
acting on behalf of the Beneficial Owner in the design and publication
of a web site which is for the benefit of the Beneficial Owner.
49 The Customer
must not upload on to our web space any material, file or content
which shall under the laws of the United Kingdom be deemed to
be illegal or contrary to any Act of Parliament.
50 The Customer
must not use the hosting service to send or to receive any material
that is illegal, offensive, abusive, obscene, indecent, pornographic,
menacing, inducing hatred of any kind or that is in breach of
copyright, confidence, privacy, intellectual property rights
or other kinds of rights as defined by criminal or civil law
of the United Kingdom, nor any material that is likely to cause
annoyance, needless anxiety or undue stress to any third party
or which is in conflict with or breach of conditions or
service or acceptable use policies of any connected networks.
51 The customer
represents, undertakes and warrants to Orbit that he will use
the hosting service allocated to him only for lawful purposes.
In particular, he represents, warrants and undertakes to us that
he will not use the hosting service in any manner which infringes
any law or regulation or which infringes the rights of any third
party, nor will he authorise or permit any other person to do
so; and will not post, link to or transmit:
51.1 any material which is unlawful,
threatening, abusive, harmful, malicious, libellous, defamatory,
obscene, pornographic, blasphemous, profane or otherwise objectionable
in any way; or
51.2 any material containing a
virus or other hostile computer program; or
51.3 any material which constitutes,
or encourages the commission of, a criminal offence, give rise
to civil liability or that violates or 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; and
51.4 The Customer agrees tol conform
to the standards made available by us from time to time and will
not yourself, and will ensure that none of your end users, make
excessive or wasteful use of our Server to our detriment or that
of our other clients.
52 The Customer
shall keep secure any identification, password and other confidential
information relating to his account and shall notify us immediately
of any known or suspected unauthorised use of his hosting service
or breach of security, including loss, theft or unauthorised
disclosure of his password or other security information.
53 The customer
agrees to send email in accordance with any relevant legislation
(including data protection legislation) and for sending the same
in a secure manner. We will take all reasonable steps to ensure
accurate and prompt routeing of messages but we will not accept
any liability for non-receipt or mis-routeing or any other failure
of email.
53 The Customer
agrees that he will not use or allow to be used the e-mail facilities
available through the service provided for the purposes of sending
out bulk unsolicited messages either directly or indirectly.
Any email messages sent out to lists of recipients must have
been collected and compiled with the express consent of those
recipients.
54 Spamming,
or the sending of bulk unsolicited email, from or through any
Orbit server is forbidden.
55 While we will
use every care to ensure the integrity and security of the servers
from which Orbit hosting service is supplied, we do not guarantee
that any Orbit server will be free from unauthorised users or
hackers or from corruption by viruses and we shall be under no
liability for non-receipt or misrouting of email or for any other
failure of email or damage to date or operations. Customer should
always use their own local Antivirus software and not rely solely
on the integrity of information passing through Orbit servers.
56 The Beneficial
Owner warrant, undertake, and agree that:
56.1 all transactions within an
Online Store will be contracts for the sale of goods/services
between you as the merchant and your end-user customer and you
agree that we may include an exclusion of our liability in respect
of such purchases and transactions in such form as we deem appropriate;
56.2 the information contained
within an Online Store complies with all applicable law, including,
without limitation, any distance selling regulations from time
to time in force;
56.3 you will keep secure any identification,
password and other confidential information relating to your
account and you will notify us immediately of any known or suspected
unauthorised use of your account, or any known or suspected breach
of security, including loss, theft or unauthorised disclosure
of your password information.
56 We shall use
our best endeavours at all times to keep the server and the Hosting
services operational. In the event of a fault in services, you
must report the fault by telephone or email to Orbit technical
support 01253 740503 or technical@orbit-internet.com.
Upon receipt of the fault report, we will take all proper steps
without undue delay to correct the fault. Orbit shall not, in
any event, be liable for interruptions of service or downtime
of the server.
57 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
to last for more than 7 days you will be notified of the reason.
58 In the case
of planned maintenance we shall endeavour to give you at least
48-hours notice.
59 In the event
of a Customer being found to be in breach of this Agreement the
service may be withdrawn without notice and continue to be withheld
until the Beneficial Owner can prove that any such breach or
allegation of breach was in fact unjustified or until such times
as the customer gives a written undertaking that he will not
repeat any such breach.
60 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 of or damage to any data stored
on the Server. The customer is advised to effect and maintain
adequate insurance cover in respect of any loss of or damage
to data stored on the Server.
61 In accepting
an Orbit Hosting Package the customer agrees to indemnify Orbit
against any claims made or damages resulting from his use of
the Hosting Package.
62 The Beneficial
Owner warrants that none of the parties to the Customer side
of this Agreement is under the age of 18 years and further warrants
that the hosting Package will not be used by anyone under the
age of 18 years.
Design Services Terms & Conditions
These Terms & Conditions set out the basis on which Orbit Partnership Limited provide Design Services and are in addition to the General Terms & Conditions
63 The Client
commissions Orbit to design a new or amend an existing
website and agrees to pay a deposit being 50% of the agreed fee
+ VAT as stated in the Sales Order within 7-days of the invoice
date.
64 The client
agrees to pay the balance of the agreed fee within 7-days of
invoice date for each stage payment with VAT thereon as agreed
in the Sales Order.
65 The Client
agrees not to unreasonably withhold approval of the agreed staged
development or the completed website.
66 The Client
will supply all data and reference materials in a timely manner,
so as not to delay the design production.
67 Orbit will
use their best endeavours at all times to produce designs to
the agreed timescales and of a quality in keeping with that indicated
in the proposal and sales order.
68 Although Orbit
carefully checks designs for errors in spelling and operation
100% perfection cannot be guaranteed. Ultimately the Client is
responsible for the accuracy of their website, so all pages and
links etc should be carefully checked. Any errors in information
that was provided in a clear concise manner to Orbit will be
corrected free of further cost for up to one-month following
the date of the final invoice. However author’s changes
or information that was provided in an ambiguous or handwritten
form may incur an additional fee.
69 The design
of the website remains the property of Orbit and Orbit may use
any aspect of the design including coding for other clients.
The Client may adopt aspects of the design for use in other media
including print with the permission of Orbit which will not be
unreasonable withheld.
Any software that Orbit is to supply as part of the Design commission shall be paid for in full and in advance of supply and within 7-days of invoice date. Software packaging that has been opened cannot be returned for credit.
Where design fees include an item of training, this shall be paid in full in advance of the training taking place whether at Orbit or Client’s premises. Fees quoted for training are for one person on a one to one basis unless stated otherwise in the sales order.
The Client agrees that Orbit may use the published website as a reference site for future potential clients.
The Client is not restricted to engaging Orbit to undertake maintenance and amendment of the web site, which may be undertaken by the Client or a third party engaged by the Client. However Orbit makes no warranty about the capabilities of any other party to work with our designs, particularly coding whether hidden or not
The Client commissions Orbit to review an existing website design whether operational or not, with a view to Orbit proposing improvements aimed at meeting the Client’s agreed business needs. The agreed fee for this work is payable in advance of the review and within 7-days of the invoice date.
Orbit will review the site design, test the operational performance and analyse the performance data. The review will include a proposal including a fee structure and generally presented to the Client by way of a meeting. The proposal will focus on items that Orbit considers to be cost-effective improvements.
Orbit Partnership Limited trading as Orbit Internet
Registered in England: 3410753
Registered
and Trading Address: 5
Clifton Square, Lytham St Annes, Lancashire, FY8 5JP.
Telephone: 01253
740500
Fax: 01253
736360
Email: info@orbit-internet.com
VAT Registration
Number: 693413816
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