IMPORTANT NOTICE:*All Payments to myWeb are Non-Refundable*
The myWeb service and network (collectively,“myWeb”,“myWeb UK” or “the Service”) are operated by 'myWeb' Ltd and its corporate affiliates (collectively,“our website”,“this website”,“us”,“we” or “the company”).
The Acceptable Use Policy may be changed from time to time at the discretion of the Company. Subscriber understands that change to the Acceptable Use Policy by the Company shall not be grounds for early contract termination or non-payment.
We reserve the right,at our sole discretion,to change,modify,add,or delete portions of these Terms at any time without further notice. If we do this,we will post the changes to these Terms on this page and will indicate at the top of this page the date these terms were last changed,if your are a member of myWeb we will post a notice on the home page of when you login. Your continued use of the Service or the Site after any such changes constitutes your acceptance of the new Terms. If you do not agree to abide by these or any future Terms,do not use or access (or continue to use or access) the Service or the Site. It is your responsibility to regularly check the Site to determine if there have been changes to these Terms and to review such changes.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS,REMEDIES AND OBLIGATIONS.
Unless otherwise stated,we or our licensors own the intellectual property rights in the website and material on the website. Subject to the licence below,all these intellectual property rights are reserved.
You must not:
(a) Republish material from this website (including republication on another website)
(b) Sell,rent,lease or sub-license any material of myWeb
(c) Show any material from myWeb in public
(e) Edit or otherwise modify any material on myWeb
(f) Redistribute material from myWeb except for content specifically and expressly made available for redistribution such as our newsletter,brochures,leaflets and articles
You must not use myWeb in any way that causes,or may cause,damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful,illegal,fraudulent or harmful,or in connection with any unlawful,illegal,fraudulent or harmful purpose or activity.
You must not use myWeb to copy,store,host,transmit,send,use,publish or distribute any material which consists of (or is linked to) any spyware,computer virus,Trojan horse,worm,keystroke logger,rootkit or other malicious computer software.
You must not conduct any systematic or automated data collection activities (including without limitation scraping,data mining,data extraction and data harvesting) on or in relation to myWeb without our express written consent.
You must not use myWeb to transmit or send unsolicited commercial communications.
You must not use myWeb for any purposes related to marketing without our express written consent.
Access to certain areas of myWeb is restricted to registered users.
You must be at least thirteen (13) years of age to become a registered user. By applying to become a registered user,you warrant that you are at least thirteen (13) years of age.
In order to become a registered user,you must undergo:
You warrant that all the information you provide to us as part of the registration procedure is true,accurate,fair and complete.
You acknowledge that we may refuse to permit,or may insist that you change,any username that impersonates another person or breaches the provisions of Section 5 below.
Registered users will have access to such additional features on our website as we may from time to time determine in our sole discretion.
Such additional features may include:
(a) The facility to join a forum community with other web developers and beginners
(b) The facility to have access to a hosting account for webspace
(c) The facility to have access a purchased section to download scripts/templates that you buy
We will provide registered users with a username and password to enable them to access the restricted areas of our website. Registered users must keep their username and passwords confidential.
myWeb may disable username and passwords,delete accounts,and delete any information associated with an account,in our sole discretion without notice or explanation.
You grant to us (myWeb) a worldwide,irrevocable,non-exclusive,royalty-free licence to use,reproduce,adapt,publish,translate and distribute your user content in any existing or future media. You also grant to us the right to sub-license these rights,and the right to bring an action for infringement of these rights.
Your user content must not be illegal or unlawful,must not infringe any third party's legal rights,and must not be capable of giving rise to legal action whether against you or us or a third party (in each case under any applicable law).
Your user content (and its publication on myWeb) must not:
(a) Be libellous or maliciously false
(b) Be obscene or indecent
(c) Infringe any copyright,moral right,database right,trade mark right,design right,right in passing off,or other intellectual property right
(d) Infringe any right of confidence,right of privacy,or right under data protection legislation
(e) Constitute negligent advice or contain any negligent statement
(f) Constitute an incitement to commit a crime
(g) Be in contempt of any court,or in breach of any court order
(h) Be in breach of racial or religious hatred or discrimination legislation
(i) Be blasphemous
(j) Be in breach of official secrets legislation
(k) Be in breach of any contractual obligation owed to any person
(l) Depict violence (in an explicit,graphic or gratuitous manner)
(m) Be pornographic or sexually explicit
(n) Be untrue,false,inaccurate or misleading
(o) Consist of or contain any instructions,advice or other information which may be acted upon and could,if acted upon,cause illness,injury or death,or any other loss or damage
(p) Constitute spam
(q) Be offensive,deceptive,threatening,abusive,harassing,or menacing,hateful,discriminatory or inflammatory
(r) Cause annoyance,inconvenience or needless anxiety to any person
Your user content must be appropriate,civil,and accord with generally accepted standards of etiquette and behaviour on the internet.
You must not submit any user content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.
We reserve the right to edit or remove any material submitted to our website,or stored on our servers,or hosted or published upon our website.
You acknowledge that some of the information published on myWeb is submitted by users,and that we do not usually review,approve or edit such information. We do not warrant the completeness or accuracy of the information published on myWeb; nor do we commit to ensuring that myWeb remains available or that the material on myWeb is kept up-to-date.
To the maximum extent permitted by applicable law we exclude all representations,warranties and conditions relating to myWeb and the use of myWeb (including,without limitation,any warranties implied by law of satisfactory quality,fitness for purpose and/or the use of reasonable care and skill).
You expressly understand and agree that:
(a) Your use of the service is at your sole risk. The service is provided on an as is and as available” basis. we and our parent holding,subsidiary and related companies,affiliates,officers,employees,agents,partners,licensors,suppliers and vendors expressly disclaim all warranties of any kind,whether express or implied,including,but not limited to the implied warranties of merchantability,fitness for a particular purpose and non-infringement (other than any warranty the exclusion of which is not lawful).
(b) We and our parent,holding,subsidiary and related companies,affiliates,officers,employees,agents,partners,licensors,suppliers and vendors make no warranty that (if) the service will meet your requirements; (ii) the service will be uninterrupted,timely,secure or error-free; (iii) the service will be accessible at any time or at all times via the channel selected or used by you,(iv) the information,content or advertisements contained on,distributed through,or linked,downloaded or accessed from or through the service (the “materials”) or the results that may be obtained from the use of the service will be accurate or reliable; (iv) the quality of any products,services,information or other material purchased or obtained by you through the service will meet your expectations; and (v) any errors in the service will be corrected.
(c) Any reliance upon or use of any of the materials shall be at your own discretion and risk. We reserve the right,in our sole discretion and without any obligation,to make improvements to,or correct any error or omissions in,any part of the service or the materials. the materials are provided or made available by us on an “as is” basis,and we expressly disclaim any and all warranties,express or implied,including without limitation warranties of merchantability and fitness for a particular purpose,with respect to any of the materials or the products.
(d) Any material downloaded or otherwise obtained through the use of the service is accessed at your own discretion and risk,and you will be solely responsible for any damage to your computer system or equipment or loss of data that results from the download of any such material.
(f) A small percentage of users may experience epileptic seizures when exposed to certain light patterns or backgrounds on a computer screen or while using the service. Certain conditions may induce previously undetected epileptic symptoms even in users who have no history of prior seizures or epilepsy. If you,or anyone in your family,have an epileptic condition,consult your physician prior to using the service. Immediately discontinue use of the service and consult your physician if you experience any of the following symptoms while using the service:dizziness,altered vision,eye or muscle twitches,loss of awareness,disorientation,any involuntary movement,or convulsions.
(a) To the extent that myWeb and the information and services on myWeb are provided free-of-charge,we will not be liable for any loss or damage of any nature
(b) myWeb will not be liable for any consequential,indirect or special loss or damage
(c) myWeb will not be liable for any loss of profit,income,revenue,anticipated savings,contracts,business,goodwill,reputation,data,or information
(d) myWeb will not be liable for any loss or damage arising out of any event or events beyond our reasonable control
(e) myWeb maximum liability in relation to any event or series of related events will be limited to £100.
You agreed to the publication of comments,reviews and/or feedback relating to you,by others,on myWeb. You acknowledge that such comments,reviews and/or feedback may be critical or defamatory; and you agree that you will not hold us liable in respect of any such comments,reviews and/or feedback,irrespective of whether we are aware or ought to have been aware of such comments,reviews and/or feedback.
(a) Send you one or more formal warnings
(b) Temporarily suspend your access to the website
(c) Permanently prohibit you from accessing the website
(d) Block computers using your IP address from accessing the website
(e) Contact your internet services provider and request that they block your access to the website
(f) Bring court proceedings against you for breach of contract or otherwise
(g) Suspend and/or delete your account with the website
(h) Delete and/or edit any or all of your user generated content
Where we suspend or prohibit or block your access to myWeb or a part of myWeb,you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).
myWeb includes hyperlinks to other websites owned and operated by third parties. These links are not recommendations. We have no control over the contents of third party websites,and we accept no responsibility for them or for any loss or damage that may arise from your use of them.
myWeb,myWeb,XWebDev,XWD,logo,slogan (Helping You To Complete Your Website),and font styles/colours are trade marks belonging to us. We give no permission for the use of these trade marks,and such use may constitute an infringement of our rights.
The other registered and unregistered trade marks or service marks on our website are the property of their respective owners. Unless stated otherwise,myWeb does not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any licence to exercise such rights.
From time to time myWeb may run competitions,free prize draws and/or other promotions on our website. These will be subject to separate terms and conditions (that we will make available to you as appropriate).
The full name of our company is myWeb LTD
You can contact us by email to firstname.lastname@example.org or through our contacts page using the required fields and we will do our best to respond within a resonable time.
Use of myWeb's Service constitutes acceptance and agreement to myWeb's AUP (Acceptable Use Policy) as well as myWeb's TOS (Terms of Service). From herewith in this TOS,AUP,and SLA,the usage of “us”,“we”,“our”,“ours” shall constitute reference to myWeb,the usage of “you”,“your”,“they”,“them”,“subscriber” shall refer to client / customer of myWeb.
The Acceptable Use Policy specifically prohibits the use of our service for illegal activities. Therefore,Subscriber agrees that the Company may disclose any and all subscriber information including assigned IP numbers,account history,account use,etc. to any law enforcement agent who makes a written request without further consent or notification to the Subscriber. In addition myWeb shall have the right to terminate all services set forth in this Agreement.
Subscriber acknowledges that the nature of the service furnished and the initial rates and charges have been communicated to Subscriber. The amount subscriber pays for hosting will never increase from the date of purchase. However,subscriber is aware that the Company may change the specified rates,plans and resources from time to time. Any promotional offer is contingent upon Company achieving and maintaining its cost of service goals including but not limited to rates charged to company by its suppliers.
We will setup your account on receipt of the first payment due and after we have and/or our payment partner(s) have screened the order(s). You must provide us with an email address that is unrelated to the domain which you are signing up under,so that we may contact you in cases of an abuse issue. It is your responsibility to ensure that your email address on file is current and up to date at all times. Providing false contact information of any kind may result in the termination of your account. Certain orders might require you to provide government issued identification and possibly a scan of the credit card used for the purchase. If you fail to meet a request for these,the order may be deemed fraudulent and may be denied.
Establishment of this service is dependent upon receipt by the Company of payment of the stated charges. Subsequent payments are due on the anniversary date of the month for that month's service. Subscriber agrees that The Company automatically charges Subscriber`s credit card every month,quarterly,biannually,or yearly,depending on the payment agreement. myWeb reserves the right to process Subscriber's credit cards from 1 to 5 days before the actual due date to ensure that the funds are received by the due date. Credit cards that are declined for any reason are subject to a £1.00 declination fee. All services will be interrupted on accounts that remain unpaid 4 days past the due date,except Dedicated Server. The non-payment on Dedicated Server may result in immediate service interruption or termination. Service interrupted for non-payment is subject to a £50 reconnection charge. Accounts not paid by due date are subject to a £20 late fee. Accounts that are not collectable by myWeb may be turned over to an outside agency for collection. If your account is turned over for collection,you agree to pay the myWeb a “Processing and Collection” Fee of not less than £50 and not more than £150. If you wish to cancel your account,please follow the proper procedures as outlined in this TOS. Servers that are terminated for non payment will be considered abandoned and forfeited.
The Company may temporarily deny service or terminate this Agreement upon the failure of Subscriber to pay charges when due. Such termination or denial will not relieve Subscriber of responsibility for the payment of all accrued charges,plus reasonable interest and any collection fees.
All requests for cancellation of accounts must be made from the client area (https://secure.myweb.uk.com) with at least 7 days notice before the payment is due.
All outstanding invoices on the account must be paid before any cancellation request is processed.
All of myWeb managed shared hosting,reseller hosting and VPS servers carry a 30 day conditional money back guarantee on them. If you are not completely satisfied with our services within the first 30 days of your service,you will be given a full refund of the contract amount. However,this guarantee only applies to monthly shared hosting,reseller hosting and VPS servers,it does not apply to dedicated servers,SSL certificates and colocation,where we reserve the right to refund a prorata amount or not to refund at all. The guarantee also does not apply to administrative fees,installation fees for custom software,or domain name purchases.
8a. Shared / Reseller Hosting
Money Back Guarantee only applies to unscheduled Network / Server Downtime,Faults and Failures.
8b. Virtual Private Servers
Money Back Guarantee only applies to unscheduled Network Downtime,Faults and Failures. It is your responsibility to handle and maintain the uptime of your own server and to keep your server secure and protected from attacks (e.g. DDOS,SYN,etc).
8c. Website Development,SSL’s,Dedicated Servers,Colocation and other Products / Services
Money Back Guarantee does not apply to any of these products / services.
9a. Minumum Instant Setup garuntee service starts from 15 minutes (for selected items) up to a total of 45 minutes for most services we prodide.
9b. Maximum Instant Setup garuntee service garuntees a service to be setup within the total and no more than 48 hours.
All payments to myWeb are nonrefundable. This includes the one time setup fee and subsequent charges regardless of usage. All overcharges or billing disputes must be reported within 14 days of the time the problem occurred. If you dispute a charge to your credit card issuer that,in myWeb sole discretion is a valid charge under the provisions of the TOS and /or Acceptable Use Policy,you agree to pay myWeb an “Administrative Fee” of not less than £50 and not more than £150.
myWeb may refund one month of credit to your account if your shared/reseller server experiences a physical non-scheduled downtime that is not within the 99.9% uptime. This credit is offered at the discretion of myWeb and depends on the evidence provided. Third party monitoring service reports are not deemed to offer sufficient justification for refund:this is due to a variety of factors including the monitor's network capacity/transit availability. Please note that the uptime of the server is defined as the reported uptime from the operating system and the Apache Web Server:this may differ from the uptime reported by other third party monitors. To request a credit,please contact email@example.com with justification. All requests must be made via email. Uptime guarantees only apply to shared/reseller servers. Dedicated servers are covered by a network guarantee in which the credit is calculated prorata for the amount of time the server is down. This is not related to our uptime guarantee.
That the service provided is of such a nature that it can be interrupted for many reasons. Therefore,Subscriber agrees that the company shall not be liable for any damages. In no event shall myWeb be liable for any special or consequential damages,loss or injury.
You give us the right (WITHOUT ANY PRIOR NOTICE) to edit,caution,temporarily suspend or permanently suspend your account(s),service(s),product(s),as well as your IP,or take any other measurements that we feel necessary.
The staff / owners of myWeb may terminate,remove,transfer,modify and even limit your service(s) / product(s) at any time without notice.
The Company automatically sends out invoices 9 days before the date on which payment becomes due. Invoices are sent to your email address. They can also be viewed by logging on to https://secure.myweb.uk.com
myWeb provides 24 x 7 technical support to our Subscribers (except for a few holidays and short company meetings when we close our center.) myWeb only ensures that the server is online and is remotely accessible. myWeb does not offer tech support for application specific issues such as cgi programming,html or any other such issue. myWeb does not provide technical support for YOUR customers. If a Subscriber's client contacts us,we reserve the right to place the customer's account on hold until Subscriber assumes their responsibility for their client. For security purposes,all support requests must be made by the Subscriber on their Users/Customers' behalf. Subscribers are also responsible for all content stored or transmitted under their account and for the actions of their Users/Customers. Subscribers will be held responsible for any actions made by their Users/Customers that violate the law or the terms of service.
While our shared web hosting services are suitable for the majority of our customers,there comes a time when larger more resource consuming websites are better suited to a more dedicated services such as Virtual Private Server or Dedicated Server Hosting plan,which allows for more CPU,memory,and network resources.
All shared and reseller hosting plans have a smaller bandwidth and resource limit due to our new Data Centre in Texax,however our VPS and Dedicated server plans have a much higher bandwidth and resource usage within our main Data Centre located in Paris
We reserve the right,in our sole discretion,to discontinue service to any customer with a website or other hosted service that consumes more than 20% of the resources of the server.
This means specifically that if your website or service is found to be utilizing more than 20% of the CPU,and or memory,of the server for a period greater then 300 seconds,we reserve the right to suspend your service without notice. If this becomes necessary,you will be given then option to upgrade your hosting service.
Due to the severity of this,and our ability to act quickly to correct these situations and to avoid service issues,we will do everything in our power to provide you with a warning prior to taking your service offline,but we accept no obligation to do so.
Please note,subscribers may not run stand-alone,unattended server-side processes on the server. This includes any and all server daemons,any type of web spider or indexer,any bit torrent application,tracker,or client that is not listed as part of your service plan. You may however,link to torrents off site,but may not host or store them on our servers.
15a. Bandwidth Usage
Subscribers may not exceed the allocated monthly bandwidth allowance which varies according to the hosting package purchased. myWeb reserves the right,in our sole discretion,to discontinue service to any Subscriber with a website or other hosted data that exceeds the allocated monthly usage limit. This means that we reserve the right to take your site offline if necessary,pending the purchase of more bandwidth or an upgraded hosting package. myWeb will attempt to issue you with a warning before taking your site offline,but is under no obligation to do so. Unused bandwidth cannot be carried over to the next month.
Anyone hosting websites or services on their server that support spammers or cause any of our IP space to be listed in any of the various Spam Databases will have their server immediately removed from our network. The server will not be reconnected until such time that you agree to remove ANY and ALL traces of the offending material immediately upon reconnection and agree to allow us access to the server to confirm that all material has been COMPLETELY removed. Severe violations may result in immediate and permanent removal of the server from our network without notice to the Subscriber. Any server guilty of a second violation WILL be immediately and permanently removed from our network without notice.
Any site found to host or promote child pornography or linking to child pornography will be terminated immediately without notice and all Subscriber information including assigned IP numbers,account history,account use etc will be reported to law enforcement authorities. In addition myWeb shall have the right to terminate all services set forth in this Agreement.
myWeb is under no duty to look at each Subscriber's or User's activities to determine if a violation of the Acceptable Use Policy has occurred,nor do we assume any responsibility through our Acceptable Use Policy to monitor or police Internet-related activities.
First violation: Any Subscriber,whom myWeb determines to have violated any element of this Acceptable Use Policy,shall receive an email warning them of the violation. The service may be subject at myWeb's discretion to a temporary suspension pending a Subscriber's agreement,in writing,to refrain from any further violations.
Second Violation: Subscribers that myWeb determines to have committed a second violation of any element of this Acceptable Use Policy shall be subject to immediate suspension or termination of service without further notice.
We reserve the right to drop the section of IP space involved in Spam or Denial-of-Service complaints if it is clear that the offending activity is causing great harm to parties on the Internet. In particular,if open relays are on your network or a customer's network,or if denial of service attacks are originating from your network. In certain rare cases,we may have to do this before attempting to contact you. If we do this,we will contact you as soon as is feasible.
myWeb reserves the right to suspend network access to any Subscriber if in the judgment of the myWeb network administrators the Subscriber's server is the source or target of the violation of any of the other terms of the Acceptable Use Policy or for any other reason which myWeb identifies. If inappropriate activity is detected,all accounts of the Subscriber in question will be deactivated until an investigation is completed. Prior notification to Subscriber is not assured. In extreme cases,law enforcement will be contacted regarding the activity. Subscriber will not be credited for the time the machines were suspended.
myWeb wishes to emphasize that in agreeing to the myWeb Acceptable Use Policy (AUP) and Terms of Service (TOS),Subscriber indemnifies myWeb for any violation of the Acceptable Use Policy (AUP) and Terms of Service (TOS) that results in loss to myWeb or the bringing of any claim against myWeb by any third party. This means that if myWeb is sued because of a Subscriber's or a customer of a Subscriber's activity,the Subscriber will pay any damages awarded against myWeb,plus all costs and attorney's fees.
Subscriber acknowledges that the service provided is of such a nature that service can be interrupted for many different reasons and interruptions can be prolonged due to external or internal events. Therefore,Subscriber agrees that www.myweb.uk.com shall not be liable for any damages arising from such loss of service for any reason. In no event shall the company be liable for any special or consequential damages,loss or injury.
You must provide us with and keep current contact information. E-Mail,fax and telephone contacts are used in that order of preference.
A waiver by the Company of any breach of any provision of this Agreement by Subscriber shall not operate as or be construed as a continuing or subsequent waiver thereof or as a waiver of any breach of any other provision thereof.
Subscriber shall not transfer or assign this Agreement without the prior written consent of the Company. Company may assign Agreement at anytime without consent from or notice to Subscriber. Company reserves right to cancel customers rights under this contract at anytime without further obligation.
myWeb takes no responsibility for any material input by others and not posted to the myWeb Network by myWeb. myWeb is not responsible for the content of any other websites linked to the myWeb Network; links are provided as Internet navigation tools only. myWeb disclaims any responsibility for any such inappropriate use and any liability to any person or party for any other person or party's violation of this policy.
myWeb is not responsible for any damages your business may suffer. myWeb does not make implied or written warranties for any of our services. myWeb denies any warranty or merchantability for a specific purpose. This includes loss of data resulting from delays,non-deliveries,wrong delivery,and any and all service interruptions caused by myWeb.
You,as myWeb Subscriber,are solely responsible for the content stored on and served by your myWeb server.
myWeb reserves the right to refuse service.
Please read these Website Advertising Terms carefully before applying to become an Advertiser,as they set out our and your legal rights and obligations in relation our Advertising Services. You will be asked to agree to these Website Advertising Terms before becoming an Advertiser.
You should print a copy of these Website Advertising Terms for future reference. We will not file a copy specifically in relation to you,and they may not be accessible on our website in future.
These Website Advertising Terms are available in the English language only.
If you have any questions or complaints about our Advertising Services please contact us by email to firstname.lastname@example.org.
1.1 In the Agreement:
“Acceptance Email” means an email sent by the Publisher in accordance with Clause [2.3] confirming that an applicant has been accepted as an Advertiser
“Advertiser” means the person (natural or legal) specified as the applicant for our Advertiser Services on the Registration Form
“Advertiser Content” means the advertisements and other content submitted by the Advertiser to the Publisher for publication on the Website
“Advertising Services” means [the following advertising services Google Ad Sense,affiliate networks the advertising services specified on the Website the advertising services selected by the Advertiser using the Registration Form
“Affiliate” means a company,firm or inpidual that Controls,is Controlled by,or is under common Control with the relevant company,firm or inpidual
“Agreement” means the agreement between the Publisher and the Advertiser incorporating these Website Advertising Terms,the Registration Form and the Acceptance Email,and any amendments to it from time to time
“Business Day” means any week day,other than a bank or public holiday in England
“Business Hours” means between [09:00] and [17:30] on a Business Day
“Charges” means the amounts payable by the Advertiser to the Publisher under or in relation to the Agreement (as set out on the Website in the Registration Form);
“Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” will be construed accordingly)
“Effective Date” has the meaning given to it in Clause (2.3)
“Force Majeure Event” means an event,or a series of related events,that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet,hacker attacks,virus and other malicious software attacks and infections,power failures,industrial disputes affecting any third party,changes to the law,disasters,explosions,fires,floods,riots,terrorist attacks and wars)
“Intellectual Property Rights” means all intellectual property rights wherever in the world,whether registered or unregistered,including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights,moral rights,database rights,confidential information,trade secrets,know-how,business names,trade names,domain names,trade marks,service marks,passing off rights,unfair competition rights,patents,petty patents,utility models,semi-conductor topography rights and rights in designs)
“Prohibited Content” means:
(a) Pornographic or lewd material
Material which breaches any applicable laws,regulations or legally binding codes,or breaches the Committee on Advertising Practice Code,or infringes any third party Intellectual Property Rights or other rights
Material which is likely to cause annoyance,inconvenience or anxiety to another internet user
“Publisher” means myWeb Ltd,a limited company incorporated in England and Wales (Registration number 8819206) having its registered office in London
“Registration Form” means the HTML form on the Website enabling users to apply to become Advertisers
“Term” means the term of the Agreement
“Website” means the website at www.myweb.uk.com and any successor website operated by the Publisher from time to time
1.2 In the Agreement,a reference to a statute or statutory provision includes a reference to:
(a) That statute or statutory provision as modified,consolidated and/or re-enacted from time to time
(b) Any subordinate legislation made under that statute or statutory provision
1.3 The Clause headings do not affect the interpretation of the Agreement.
1.4 The ejusdem generis rule is not intended to be used in the interpretation of the Agreement; it follows that a general concept or category utilised in the Agreement will not be limited by any specific examples or instances utilised in relation to such a concept or category.
2.1 In order to apply to become an Advertiser,the applicant must complete and submit the Registration Form.
2.2 If the applicant makes any input errors during the order process,these may be identified and corrected by the applicant before the Registration Form is submitted.
2.3 The Agreement will come into force if and when the Publisher sends to the Advertiser the Acceptance Email following the submission of a completed Registration Form by the Advertiser (the “Effective Date”).
2.4 The Agreement will continue in force Indefinitely,unless and until terminated in accordance with Clause (9) OR Until the completion of all Advertising Services,upon which it will terminate automatically,unless terminated earlier in accordance with Clause (9).
3.1 During the Term,the Publisher will provide the Advertising Services to the Advertiser.
3.2 The Advertiser grants to the Publisher a non-exclusive,worldwide,royalty-free licence to publish the Advertiser Content on the Website as contemplated by the Agreement.
3.3 The Advertiser warrants and undertakes:
(a) To ensure that all Advertiser Content is accurate and fair
(b) To ensure that Advertiser Content does not consist of,contain,or link to any Prohibited Content
(c) Promptly to request the removal or editing of any Advertiser Content which ceases to be accurate and fair,or becomes Prohibited Content,for whatever reason
(d) To ensure that the Advertiser Content is of a quality commensurate with the content published on the Website generally
3.4 The Publisher will use reasonable endeavours to maintain the availability of the Website and the availability of the published Advertiser Content during the relevant period (subject to scheduled maintenance and any Force Majeure Event affecting the Publisher or the Publisher's appointed hosting service provider) but the Publisher does not guarantee 24/7 availability.
3.5 The Publisher reserves the right to suspend the publication of any Advertiser Content or remove any Advertiser Content from the Website at any time where it reasonably determines that the content breaches this Clause (3).
4.1 The Publisher will issue invoices for the Charges from time to time in advance during the Term.
4.2 The Advertiser will pay the Charges to the Publisher within thirty (30) days of the date of receipt of an invoice issued in accordance with Clause (4.1).
4.3 All Charges stated in or in relation to the Agreement are stated [exclusive / inclusive] of VAT,unless the context requires otherwise.
4.4 Charges must be paid by debit or credit card,direct debit,or bank transfer (using such payment details as are notified by the Publisher to the Advertiser from time to time).
4.5 If the Advertiser does not pay any amount properly due to the Publisher under or in connection with the Agreement,the Publisher may:
(a) Charge the Advertiser interest on the overdue amount at the rate of (8%) per year above the base rate of Barclays Bank PLC from time to time (which interest will accure daily until the date of actual payment,be compounded quarterly,and be payable on demand).
(b) Claim interest and statutory compensation from the Advertiser pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
5.1 The Advertiser warrants to the Publisher that it has the legal right and authority to enter into and perform its obligations under the Agreement.
5.2 The Publisher warrants to the Advertiser:
(a) That it has the legal right and authority to enter into and perform its obligations under the Agreement.
(b) That it will perform the Advertising Services under the Agreement with reasonable care and skill.
5.3 All Charges stated in or in relation to the Agreement are stated inclusive of VAT,unless the context requires otherwise.
The Advertiser will indemnify the Publisher and will keep the Publisher indemnified against all damages,losses and expenses (including legal expenses) arising as a result of any breach by the Advertiser of Clause (3.3) of the Agreement.
7.1 Nothing in the Agreement will exclude or limit the liability of either party for:
(a) Death or personal injury caused by that party's negligence.
(b) Fraud or fraudulent misrepresentation on the part of that party.
(c) Any other liability which may not be excluded or limited under applicable law.
7.2 Subject to Clause (7.1),the Publisher's liability to the Advertiser under or in connection with the Agreement or any collateral contract,whether in contract or tort (including negligence),will be limited as follows:
(a) The Publisher will not be liable for any:
(i) Loss of profits,income or anticipated savings.
(ii) Loss or corruption of any data,database or software.
(iii) Reputational damage or damage to goodwill.
(iv) Loss of any commercial opportunity.
(v) Indirect,special or consequential loss or damage.
(b) The Publisher will not be liable for any losses arising out of a Force Majeure Event.
(c) The Publisher's liability in relation to any event or series of related events will in no circumstances exceed the total amount paid (or,if greater,payable) by the Advertiser to the Publisher under the Agreement during the immediately preceding 12 months period.
8.1 Either party may terminate the Agreement at any time by giving [at least 30 days'] written notice of termination to the other party.
8.2 Either party may terminate the Agreement immediately by giving written notice to the other party if the other party:
(a) Commits any material breach of any term of the Agreement,and:
(i) The breach is not remediable.
(ii) The breach is remediable,but other party fails to remedy the breach within thirty (30) days of receipt of a written notice requiring it to do so.
(b) Persistently breaches the terms of the Agreement.
8.3 Either party may terminate the Agreement immediately by giving written notice to the other party if:
(a) The other party:
(i) Is dissolved.
(ii) Ceases to conduct all (or substantially all) of its business.
(iii) Is or becomes unable to pay its debts as they fall due.
(iv) Is or becomes insolvent or is declared insolvent.
(v) Convenes a meeting or makes or proposes to make any arrangement or composition with its creditors.
(b) An administrator,administrative receiver,liquidator,receiver,trustee,manager or similar is appointed over any of the assets of the other party.
(c) An order is made for the winding up of the other party,or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement).
(d) (Where that other party is an inpidual) that other party dies,or as a result of illness or incapacity becomes incapable of managing his or her own affairs,or is the subject of a bankruptcy petition or order.
9.1 Upon termination all the provisions of the Agreement will cease to have effect,save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely):Clauses (1,4.5,6,7,9 and 10.3 to 10.10)
9.2 Termination of the Agreement will not affect either party's accrued rights (including accrued rights to be paid) as at the date of termination.
9.3 If the Agreement is terminated by the Publisher under Clause (8.1),the Advertiser will be entitled to a refund of any amounts paid to the Publisher in respect of Advertising Services which were to have been provided after the effective date of termination. Such amount will be calculated by the Publisher using any reasonable methodology. Save as provided in this Clause (9.3),the Advertiser will not be entitled to any refunds or release from any liability to pay Charges (whether or not invoiced) upon the termination of the Agreement.
10.1 Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be delivered personally,sent by pre-paid first class or air mail post,or sent by fax,for the attention of the relevant person,and to the relevant address,fax number given below (or as notified by one party to the other in accordance with this Clause).
10.2 A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours,when Business Hours next begin after the relevant time set out below):
(a) Where the notice is delivered personally,at the time of delivery.
(b) Where the notice sent by first class post or air mail,(24 hours) after posting.
(c) Where the notice sent by fax (or email),at the time of the transmission (providing the sending party retains written evidence of the transmission).
10.3 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
10.4 If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable,the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted,that part will be deemed to be deleted,and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties,in which case the entirety of the relevant Clause will be deemed to be deleted).
10.5 The Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
10.6 The Publisher may freely assign its rights and obligations under the Agreement without the Advertiser's consent [to any Affiliate of the Publisher or any successor to all or substantial part of the business of the Publisher from time to time]. Save as expressly provided in this Clause or elsewhere in the Agreement,neither party may without the prior written consent of the other party assign,transfer,charge,license or otherwise dispose of or deal in the Agreement or any rights or obligations under the Agreement.
10.7 The Agreement is made for the benefit of the parties,and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate,rescind,or agree any amendment,waiver,variation or settlement under or relating to the Agreement are not subject to the consent of any third party.
10.8 The Agreement constitutes the entire agreement and understanding of the parties in relation to the subject matter of the Agreement,and supersedes all previous agreements,arrangements and understandings between the parties relating to the subject matter of the Agreement. Subject to Clause [7.1],each party acknowledges that no representations or promises not expressly contained in the Agreement have been made by or on behalf of the other party.
10.9 The Agreement will be governed by and construed in accordance with the laws of [and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.