Terms & Conditions for Restaurant Internet Directory Website Builder
1. Definitions
1.1 In these Terms:
"Client" means you the Client whose name appears on the Company's Invoice;
"Contract" means the Contract for Services made between the Client and the Company to which these Terms and Conditions apply;
"Contract Date" means the date the Contract is entered into;
"Invoice" means the Company's Invoice for the Services;
"RID" means the Restaurant Internet Directory website builder;
"Services" means the creation, management and maintenance of the Website, including the design, drafting and updates;
"Term" means a period of one year from the Contract Date subject to 10.1 below;
"Terms" means these Terms and Conditions;
"Company" means Restaurant Internet Directory as a part of Business Internet Directory Ltd;
"Website" means the provision of a website hosted by the Company;
1.2 The Company supplies websites, hosting and maintenance on its own account and not as an agent or otherwise on behalf of any company.
2. Acceptance
2.1 RID is provided by Business Internet Directory Ltd., which provides its Services to you, subject to the following Terms and Conditions, which may be updated by the Company from time to time and without notice to you.
2.2 RID contains a large amount of images, artwork and other data. Some of which is licensed from its copyright owners and you are not permitted to download or use any material from RID other than for use on your Website.
2.3 The nature of the technology used for creating your Website means that you are unable to physically own a copy of your Website. If the Company's business changes or for any reason the Company cannot continue to host your site you will loose it. You agree not to hold the Company liable and the Company accepts no liability in respect of all data relating to your site. You are strongly advised to keep copies of any data and images that are uploaded onto the Website.
2.4 By accepting these Terms and Conditions the Client (i) represents and warrants that he or she is 18 years of age or over; (ii) agrees to provide true and accurate contact information as required by the Company to maintain Client records; and (iii) agrees to maintain and update this information by informing the Company of changes to keep it true, accurate, current and complete. If any information provided by the Client is not true and accurate, or is incomplete the Company has the right to terminate the Clients account and refuse any and all current or future use of the service.
3. Headings
Headings are included in these Terms for convenience only and shall not affect the construction or interpretation of these Terms.
4. These Terms to Apply
These Terms shall apply to the provision of the Services and shall apply to the exclusion of any and all other Terms and Conditions of the Client, whether included in any purchase order, acceptance letter or otherwise.
5. Obligations of the Company
5.1 The Services shall be provided by the Company with all reasonable skill and care and the Company will use its best endeavours to procure that the Services are accurate and are available throughout the Term.
5.2 Any period or periods of non-availability of the Services not amounting in total to more than one calendar month during the Term shall not entitle the Client to terminate the Contract or to any refund.
6. Clients Obligations
6.1 The Client is responsible for all goods and services offered on the Website, all materials used or displayed on the Website and all acts or omissions that occur at the Website or in connection with the Clients account.
6.2 The Client agrees to update the Company to maintain accurate and complete contact information on the Website, including, but not limited to company name, address, telephone number and email.
6.3 The Client agrees that all press releases and other public announcements relating to this Contract and any subsequent transactions between the Client and the Company, including the method and the timing of those announcements must be approved in advance by the Company in writing. The Company reserves the right to withhold approval of any public announcement at its sole discretion. Without limitation, any breach of the Clients obligation regarding public announcements shall be a material breach of the Contract.
6.4 The Client represents and warrants that it has the full power and authority under all relevant laws and regulations:
- To offer and sell the goods and services offered at the Website, including but not limited to holding all licenses from all necessary jurisdictions to engage in the sale of the goods and services offered at the site;
- To copy and display all materials used or displayed on the Website; and,
6.5 The Client represents and warrants that it will not engage in any activities:
- That encourages or constitutes a violation of any applicable law or regulation, including but not limited to the sale of illegal goods or the violation of export control or obscenity laws;
- That impersonates, defames or invades the privacy of any third party or entity;
- That infringes the rights of any third party, including but not limited to the intellectual property, business, contractual or fiduciary rights of others; and,
- That is in any way connected with the transmission of "junk mail" "spam" "chain letters" "pyramid schemes" or the unsolicited mass distribution of email, or with any unethical marketing practices.
6.6 The Client confirms and warrants that it is the owner of, or is duly authorized by the owner to use, any trademark or name requested or allocated as its Domain Name. The Client further warrants that neither the Clients nor the Company's use or registration of the Clients Domain Name constitutes an infringement of any other entity's Intellectual Property Rights
6.7 The Client agrees to be responsible for maintaining backup copies of their own site contents. The Company will not be held liable for maintaining backups of said materials.
6.8 The Company reserves the right to refuse to host or continue to host any Website that it believes, in its sole discretion (i) offers goods and services for sale, or uses or displays materials that are illegal, vulgar, obscene, dangerous, offensive, or are otherwise inappropriate; (ii) has substantially changed it's Website from the time it was accepted; (iii) received a significant number of complaints for failing to be reasonably accessible to customers; (iv) has become the subject of a government complaint or investigation; or (v) has violated or threatens to violate the letter or spirit of the Contract.
7. Proprietary Rights
7.1 The Company hereby grants the Client a non-exclusive, non-transferable license to use the Website and Service only on a server controlled by the Company. The Client is not being granted any right to copy the Website or use it on computers other than a server controlled by the Company. The Client may not use the Website, or parts of the Website other than content that originates from and is proprietary to the Client on any server or servers other than the servers controlled by the Company without the Company's express prior written agreement. The Client agrees and acknowledges that the Website is intended for access and use by means of web browsing software, and that the Company does not support any particular browsing platform. The Company reserves the right at any time to revise and modify the Website, alter features, specifications, functions, capabilities and other characteristics, and release subsequent versions thereof without notice to the Client.
7.2 The Client acknowledges and agrees that the content available on the Website, including, but not limited to text, music, software, sound, logos, trademarks, service marks, photographs, graphics or video is protected by copyright, trademark, patent, or other proprietary rights and laws, and may not be used in any manner other than that specified in 7.1 above.
7.3 The Client grants the Company the right to maintain the Clients content on the Company's servers during the Term of the Contract and to authorise the downloading and printing of such material, or any portion thereof, by end users for their personal use.
7.4 The Client shall not attempt to gain unauthorized access to any servers controlled by the Company.
8. Charges / Fees
8.1 The Client shall pay an initial set up fee followed by a monthly management and maintenance fee as outlined by the pricing schedule available at http://www.restaurantinternetdirectory.com. All such fees are payable to Business Internet Directory Ltd and will be charged on the 1st or 15th of each month as agreed with the Client. The Company may also, upon 30 days prior notice to the Client, alter its fee schedules and Terms of the Contract.
8.2 All charges payable under the Contract are due on the Contract Date and the Company shall be under no obligation to provide the Website or Services until after such payment has been received by the Company.
8.3 All charges payable are exclusive of Value Added Tax, which shall be paid by the Client in addition, where applicable.
8.4 All charges unpaid within 28 days of the date of the Company's Invoice shall bear interest on a daily basis at a rate two per cent above the unsecured overdraft rate from time to time of HSBC Bank.
8.5 The Client shall be liable for the costs of debt collection in the event a debt collection company appointed by the Company is required to recover monies owing by the Client to the Company save that such sums will be identified to the Client in advance prior to such costs being incurred.
9. Commencement
9.1 The Contract shall commence on the Contract Date and shall continue for the Term.
9.2 Due to the nature of the work involved in building a website, development work will commence only after receipt by the Company of a written Confirmation of Order statement from the Client.
9.3 The Company will use all reasonable endeavours to host the Website in accordance with the Services within seven working days of the Contract Date.
9.4 If a Contract is due to commence more than seven working days after the Contract Date, 9.3 shall refer to the date when the Term actually commences.
10. Termination & Cancellations
10.1 The Contract may be terminated by the Company by notice in writing to the Client if the Client shall;
- 10.1.1 fail to pay any sum due to the Company within 14 days of it's due date;
- 10.1.2 have a receiver or administrative receiver appointed;
- 10.1.3 pass a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction);
- 10.1.4 come subject to an administration order, enter into any voluntary arrangement with it's creditors; or
- 10.1.5 cease or threaten to cease to carry on business.
10.2 Any termination of the Contract (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
10.3 The Term of the Contract shall be one year commencing on the Contract Date. The Term shall automatically renew for successive monthly periods at renewal rates applicable at the time, unless notice of non-renewal is provided in accordance with Section 10.4 below; provided, however, that to qualify for each renewal the Client must at the time of renewal be in substantial compliance with the material Terms and Conditions of the Contract. The Company shall have the right, but not the obligation, to review any Website for compliance with the Contract as part of the renewal process, or at any time.
10.4 Either party in its sole and absolute discretion may give notice of non-renewal with or without cause and without stating any reason therefore. Any notice of non-renewal must be given at least thirty days prior to the end of the Term then in effect and in the manner described in Section 17.4 regarding notice.
10.5 For the avoidance of doubt a notice in writing includes a notice by fax, email or letter.
10.6 Notwithstanding the foregoing, the Company may, but has no duty to, immediately terminate the Website or Service and immediately remove it from its servers if the Company in its sole discretion concludes that the Client is engaged in illegal activities or sales that may damage the rights of the service or others. Notwithstanding the foregoing, the Company reserves the right, at its sole discretion, to immediately terminate the Service for any Client. Any termination under this section 10.7 shall take effect immediately and the Client expressly agrees that it shall not have any opportunity to cure.
10.7 The Client expressly waives any statutory or legal protection in conflict with the provisions of this section 10.
10.8 Upon termination the Company reserves the right to delete any and all information contained in the Clients Website from its servers, including, but not limited to menus, wine lists, images and any web pages generated.
10.9 The provisions of Section 7 (Proprietary Rights), Section 13 (Liability / Indemnity) and Section 14 (Disclaimer of Warranties and Liabilities) of this Contract shall survive any termination of the Contract.
11. Client Privacy
11.1 The Company maintains information about the Client and the Website, including, but not limited to, the Clients name, business name, address, email, telephone, fax and other contact details, and any menus and wine lists submitted to the Company for upload to the Website. The Client agrees that the Company may use contact details for marketing or other promotional purposes.
- 11.1.1 The Client agrees that the Company may disclose Client information in the good faith belief that such action is necessary (i) to comply with the law; (ii) to comply with legal process; (iii) to enforce the Contract; (iv) to respond to claims that the Client is engaged in any activities that violate the rights of third parties; or (v) to protect the rights or interests of the Company or others; provided, however, that nothing in this section shall impose a duty on the Company to make such disclosures.
11.2 The Client agrees and acknowledges that technical processing of Client information is and may be required: (i) for the Service to function; (ii) to conform to the technical requirements of connecting networks; (iii) to confirm to the technical requirements of the Service; or (iv) to conform to other, similar technical requirements. The Client also agrees and acknowledges that the Company may access the Clients account and its contents as necessary to identify and resolve technical problems or respond to complaints about the service.
12. Maintenance & Support
12.1 The Client can obtain assistance with any technical difficulty that may arise in connection with the Website or Service by requesting assistance by telephone on the number given on our website at http://www.restaurantinternetdirectory.com. The Company reserves the right to establish limitations on the extent of such support and the times at which it is available.
12.2 The Client is responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for its access to and use of the Website and Service and the Client shall be responsible for all charges related to that.
13. Liability / Indemnity
13.1 In no circumstances shall the Company have any obligation or duty or liability in contract, tort, negligence, breach of statutory duty or otherwise beyond that of a duty to exercise reasonable skill and care.
13.2 Except where otherwise provided in these Terms the Company shall be under no liability whatsoever except where caused by the negligence or wilful default of the Company its servants or agents.
13.3 All Terms, warranties or other Terms or conditions, whether express or implied, statutory or otherwise, are hereby expressly excluded provided that nothing in this paragraph shall exclude or restrict any statutory liability of the Company or its servants or agents.
13.4 The Company shall not be liable to the Client in contract, tort, negligence, breach of statutory duty or otherwise for any indirect or consequential or economic loss whatsoever, including but not limited to loss of business, data, use of equipment or other facilities, profits, future contracts or anticipated savings.
13.5 The Company's total liability in contract, tort, negligence, breach of statutory duty or otherwise arising out of or in connection with the Services or any other products supplied by the Company shall be limited to the cost of provision of the Services to any one event or series of connected events.
13.6 Each of these Terms excluding or limiting liability is to be construed as a separate exclusion or limitation applying and surviving even if for any reason one or other of the said Terms is held inapplicable or unreasonable in any circumstances and shall remain in full force notwithstanding termination of the Contract.
13.7 The Client agrees to indemnify and hold harmless the Company and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of the Clients conduct, use of the Service, the goods or services offered at the Clients Website, any alleged violation of the Contract, or any alleged violation of any rights of another, including, but not limited to, the Clients use of any content, trademarks, trade names, service marks, copyrighted or patented material, or other intellectual property used in connection with the Clients Website. The Company reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by the Client, but doing so shall not excuse the Clients indemnity obligations.
14. Disclaimer of Warranties & Liabilities
The Service and Website are provided on an "as is" and "as available" basis without warranties of any kind, either express or implied, including, but not limited to warranties of Client ability, fitness for a particular purpose or non-infringement. Neither this Contract or any documentation furnished under it is intended to express or imply any warranty that the Service will be uninterrupted, timely or error free or that the Website will provide uninterrupted, timely or error free service. The Company and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, shall not be liable, under any circumstances or legal theories whatsoever, for any loss of business, profits or goodwill, loss of use or data, interruption of business, or for any indirect, special, incidental or consequential damages of any character, even if the Company is aware of the risk of such damages, that result in any way from Client use or inability to use the Website or Service, or that result from errors, defects, omissions, delays in operation or transmission, or any other failure of performance of the Website or Service. The Company's liability to the Client, shall not, for any reason exceed the aggregate payments actually made by the Client to the Company over the course of the existing Term.
15. No Resale or Assignment of Service
The Client agrees not to resell, assign or otherwise transfer its rights or obligations under the Contract without the express written authorisation of the Company.
16. Force Majeure
Neither party shall be liable to the other for any delay or failure of performance under the Contract resulting directly or indirectly from acts of nature or causes beyond its reasonable control.
17. General
17.1 The Client warrants that it has not relied on any representation except as contained in the contents of the telephone conversation or other communication with the Company which gave rise to the Contract, arrangement, understanding, Term or agreement (whether written or oral) not expressly set out or referred to in the Contract and save as so expressly set out in the Contract or as may be imposed by statute, all such representations, arrangements, understandings, Terms or agreements are excluded to the fullest extent permitted by law.
17.2 By accepting the provision of the Website and Services the Client consents to be contacted by the Company from time to time during the Term of the Contract for the purposes of communicating the benefits of the Service and offering or promoting services or products which are ancillary, related, or of similar type to the Services.
17.3 If any of the provisions of the Contract are invalid under any applicable statute or rule of law then to that extent they are deemed omitted and the validity of the other provisions of the Contract shall not be affected.
17.4 Any notice to be given hereunder shall be delivered or sent by post email or fax to the address of the other party set out in the Contract and any notice shall be deemed to have been served if delivered by hand at the time of delivery, if sent by first class pre-paid post to and from an address within the United Kingdom 48 hours after posting, if by pre-paid airmail to or from an address outside the United Kingdom 5 days after posting and if sent by email or fax when dispatched. It is always advisable to obtain proof of dispatch.
17.5 The Company may advertise or otherwise disclose the Terms of the Contract save to the extent that the Client shall have reasonably raised a prior objection in writing.
17.6 The Contract shall be governed by and construed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English Courts.
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