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Terms and Conditions
1 Introduction and definitions
1.1 These terms and conditions ("Conditions") shall govern the agreement between 2DFX ("us" or "we") and the individual or organisation applying for the provision of the Goods or Services ("you").
1.2 Our registered office and correspondance address is at 29 Dunstall Road, Sharston, Manchester, M22 4PQ.
1.3 You can contact us using the information provided at www.2dfx.co.uk/contact.php
1.4 We explain in the headings what each clause covers. These headings are for guidance only and are not intended to be legally binding.
1.5 These Conditions take precedence if inconsistent with the material on our Website.
1.6 The following have particular meanings in these Conditions:
"Data" includes information, documents, text, software, music, sound, photography, messages, and other material of any kind in any form;
"Goods" means the goods described on the Website and which we agree to sell to you;
"Internet" means the global data network comprising interconnected networks to which we are connected and provide access to you via the Services;
"Personal Data" means Data about any identified or identifiable living person;
"Registry" refers to the appropriate domain name registry responsible for the registration and renewal of a website domain name;
"Acceptable Use Policy" or "AUP" - refers to the guidelines related to usage of the service by the Customer.
"Regulations" means the Consumer Protection (Distance Selling) Regulations 2000;
"Services" means the services described on the Website and which we agree to provide to you; and
"Website" means our web presence at www.2dfx.co.uk which has mirrors at www.2dfx.org, www.2dfx.info, www.2dfx.org.uk, and www.2dfx.me.uk
2. Changes to these Conditions
2.1 We reserve the right to alter these Conditions at any time. This includes our Refunds Policy and any other applicable policies.
2.2 Purchase and/or Renewal of services will be bound by the Conditions as seen on the website at the date and time of renewal.
3 Cancellations and Refunds
3.1 Cancellations and Refunds are covered in the Refunds Policy.
4.1 You must:
4.1.1 agree to keep your username and password secure (which we may change if we believe an aspect of security relating to your account has been compromised);
4.1.2 take reasonable steps in respect of matters in your control to minimize any risk of security breaches in connection with the Services;
4.1.3 notify us of any unauthorised access to your account which you believe may affect the overall security of our systems;
5.1 We will supply the Services with all possible care and resolve.
5.2 However, we do not guarantee:
5.2.1 that the Services will be uninterrupted, secure or error-free; or
5.2.2 that any Data generated, stored, transmitted or used via or in connection with the Services will be complete, accurate, secure, up to date, received or delivered correctly or at all.
5.3 We do not provide a back-up of your Data or guarantee the integrity of your Data, however, we will use our reasonable endeavours to provide copies of Data for disaster recovery purposes.
5.4 We may have to suspend the Services for repair, maintenance or improvement. If so, we will restore them as quickly as we are able.
6 Your obligations
6.1 You must comply with our reasonable instructions and requests concerning the Services.
6.2 You must provide us with up to date contact details of one or two named representatives with whom we are authorised to deal (including email addresses) and promptly notify us of any changes. We rely on this information for various reasons including the transmission of renewal notices and other important information concerning the Services.
6.3 You must comply with our Acceptable Use Policy and bring it to the attention of your authorised users.
6.4 You are responsible for all persons who use your username and password to access the Services, whether authorised or not, unless acting on our behalf.
6.5 There is a risk that Data generated, stored, transmitted or used via or in connection with the Services may be irretrievably damaged or lost if there is a fault or on suspension or termination. You must frequently back-up all such Data that you wish to save.
7.1 You must refrain from transferring any illegal material or engage in unlawful activities via your use of the Services.
7.2 You must refrain from sending menacing, offensive, defamatory, obscene, indecent or abusive messages whilst using the Services.
7.3 You must not use or permit the usage of the Services in a manner that is inconsistent with any and all applicable laws and regulations.
7.4 You must not make available or upload Data via your use of the Services that contain a virus, worm, trojan or other malicious Data or download any disabling or harmful devices.
7.5 You must not use the Services to send bulk unsolicited commercial emails.
7.6 You warrant that your use of the Services will not infringe any third party intellectual property or other rights.
7.7 You must not embark on any course of action, whether by use of your website or any other means, which may cause a disproportionate level of activity (for example, causing mail bombs or denial of service attacks) without providing us at least seven day's prior notice in writing. If you give notice or we otherwise become aware of such disproportionate use we may:
7.7.1 move your service to a dedicated server and charge our then current rate as detailed on our Website; or
7.7.2 terminate some or all of the Services forthwith.
8 Content of your website
8.1 It is your responsibility to ensure that "Content" (meaning Data placed on our servers by you or on your behalf or third party data facilitated by you, for example, chat rooms or discussion groups) is "server-ready" (including virus free) and will function satisfactorily.
8.2 You bear sole responsibility for all Content. We do not, and are not obliged to, check Content. Our rights to remove and take other steps in relation to Data are without prejudice to this sub-clause 8.2.
8.3 If you have commissioned us to create a design, design template, logo, colour scheme, database schema, or a database management system, you are permitted to use this solely on the site for which it was specifically created. You may not:
8.3.1 reproduce, copy, or modify any of the above on any other site other than that for which it was specifically created.
8.3.2 give permission for a third-party to perform any of the actions specified in 8.3.1.
8.3.3 re-sell, supply, or give warrant to use any of the items described in 8.3 without prior written permission of 2DFX, and
8.3.4 where permission is given, a fee may be levied for the re-sale, supply, or warrant of use to a third-party.
9 Registration of your domain name
9.1 You are bound by all present and future applicable terms and conditions of the relevant Registry. These are available at http://www.2dfx.co.uk/registryterms.php.
9.2 You hereby grant us the authority to act as your agent in relation to the registration of your domain name with a Registry.
9.3 Domain names that are not renewed will be cancelled.
9.4 With respect to renewal of domain names, we will:
9.4.1 notify you of any renewal notices received by us; and
9.4.2 use our reasonable endeavors to renew domain names which by the renewal date you have specifically asked us in writing to renew.
9.5 There is no charge for the transfer of your domain name to another Internet service provider. However you agree that we do not have to transfer your domain names to a new Internet service provider until you have paid all outstanding debts to us.
10 Email security
10.1 If you subscribe to our email protection services (e.g. virus or spam filtering) we will use our reasonable endeavourse to detect and, if appropriate, filter all viruses and other unwanted email identified from time to time when attached to incoming or outgoing emails (as subscribed), however, we cannot guarantee a 100% accuracy in our virus or filtering systems.
11.1 We may access, copy, preserve, disclose, remove, suspend or delete any Data:
11.1.1 if we are required to do so by applicable law or competent authority; or
11.1.2 for the purposes of registration of domain names with a Registry; or
11.1.3 if it is otherwise permitted under these Conditions; or
11.1.4 if such Data is prohibited under these Conditions.
12 Personal Data
13 Risk and Title to Goods
13.1 Risk shall pass to you on delivery, but the Goods shall remain our property until such time as full payment has been received.
14 Limitation of liability
14.1 Nothing in these Conditions in any way excludes or restricts our liability for negligence causing death or personal injury or for fraudulent misrepresentation or for anything which may not legally be restricted. Nor does it affect consumers' statutory rights.
14.2 Our liability in contract, tort (including negligence) or otherwise in connection with these Conditions for any one event or a series of events is limited to the price of the Goods, or 125% of the payment we received from you for the Services in the 12 months before the event(s) complained of.
14.3 In no event (including our own negligence), and even if we have been advised of the possibility of such losses, will we be liable for any:
14.3.1 economic loss (including, without limitation, loss of revenue, profit, contract, business or anticipated savings);
14.3.2 loss of goodwill or reputation;
14.3.3 special, indirect or consequential loss; or
14.3.4 damage to or loss of Data.
14.4 We have no liability for goods and services provided by third parties.
14.5 To the extent allowed by law, we exclude all conditions, terms, representations and warranties, whether imposed by statute or by law or otherwise, that are not expressly stated in these Conditions including, without limit, the implied warranties of satisfactory quality and fitness for a particular purpose. Consumers' statutory rights are unaffected.
15.1 You will indemnify us against all claims, damages, liabilities, costs (including reasonable legal fees) directly or indirectly related to your registration of or use of your domain names, the use of the Goods, your use of the Services or breach by you of these Conditions.
16.1 You must pay the fees (together with any applicable taxes) specified on our Website when you order Goods or order or renew any Services.
16.2 Payment for Goods may be made:
16.2.1 by Cheque, Bank Transfer, credit card or debit card; and
16.2.2 in advance or, if we agree to credit terms, within 14 days of our invoice.
16.3 Payment for the Services may be made:
16.3.1 Annually, by Bank Transfer, credit card or debit card; and
16.3.2 in advance or, if we agree to credit terms, within 14 days of our invoice.
16.4 Payment must be made without deduction or set-off.
16.5 All fees are non refundable unless otherwise stated.
16.6 All fees remain payable where we suspend the Services in accordance with these Conditions.
17 Duration and termination
17.1 All Services paid for either annually or monthly will be subject to initial contract periods of 12 months or 90 days respectively, and shall continue thereafter on a rolling monthly basis unless and until terminated in accordance with clause 17.2 and 17.3.
17.2 Subject to clause 17.1, either party may terminate this agreement (as regards some or all of the Services) at any time for any reason by giving to the other 30 days written notice.
17.3 We may terminate this agreement (as regards some or all of the Services) or suspend some or all of the Services immediately on written notice:
17.3.1 if you breach any of the terms and obligations under these Conditions and, if remediable, having received from us a written notice stating the intention to terminate these conditions if not remedied, fail to remedy the breach within 14 days;
17.3.2 if you are subject to a resolution for winding up or a petition for bankruptcy or liquidation or there is a proposal or you enter into any arrangement or composition with your or for your creditors or a receiver or liquidator or trustee in bankruptcy is appointed over you or any of your assets or any similar circumstances; or
17.3.3 if we are required to do so by a competent or regulatory authority.
17.4 On termination of this agreement or suspension of Services for any reason:
17.4.1 we will immediately stop supplying, and will terminate access to, the relevant Services. This may involve irretrievable damage to or loss of Data generated, stored, transmitted or used via or in connection with the Services and / or we may destroy any such Data;
17.4.2 all licenses granted by us to you will terminate;
17.4.3 any fees due remain payable and, if already paid, will be non-refundable unless you have cancelled this agreement in accordance with clause 3.1;
17.4.4 your accrued rights and liabilities will be unaffected.
18.1 We both agree not to use for any purpose apart from this agreement or disclose any Confidential Data received from the other party. "Confidential Data" means Data identified as, or which clearly is, confidential.
18.2 This clause does not apply to Data which:
18.2.1 enters the public domain other than through breach of this clause;
18.2.2 is or becomes independently known to the receiving party free from any confidentiality restriction;
18.2.3 is required to be disclosed by applicable law or competent authority;
18.2.4 is reasonably disclosed to employees, suppliers or others for the proper performance of these Conditions;
18.2.5 is reasonably disclosed to professional advisers; or
18.2.6 we are otherwise permitted to disclose in accordance with these Conditions.
19.1 You should send any notices under these Conditions to the correspondence address or email address given at the top of these Conditions.
19.2 We shall send any notices in accordance with the most recent contact information which you have provided to us.
19.3 Notices may be sent by hand, recorded delivery or email and shall be deemed to be received:
19.3.1 by hand - when delivered provided handed to a senior employee;
19.3.2 recorded delivery - five days after posting;
19.3.3 email - on the day sent unless the contrary is proved.
20.1 These Conditions represent the entire agreement of the parties relating to its subject matter. It supercedes all prior agreements and representations (unless fraudulent). We are not bound by, nor should you rely on, any oral representations or representations by any agent or employee of any third party you may use to apply for our Services.
20.2 If any part of these Conditions is deemed void for any reason, the offending words shall be deemed deleted and the remainder shall continue in full force.
20.3 You may not assign these Conditions or subcontract or resell any of the Services without our prior written consent. We may assign these Conditions or subcontract any of the Services.
20.4 We shall not be liable for failure to perform or delay in performing any obligation under these Conditions if the failure or delay is caused by any circumstances beyond our reasonable control, including but not limited to failure of any communications, telecommunications or computer system.
20.5 No firm, person or company which is not a party to these Conditions shall have any right under the Contract (Rights of Third Parties) Act 1999 to enforce any provision of these Conditions.
20.6 The failure to exercise or delay in exercising a right or remedy under these Conditions shall not constitute a waiver of the right or remedy.
20.7 Nothing in these Conditions shall be construed as creating a partnership or joint venture of any kind between us.
21.1 This agreement is governed by English law and is subject to the exclusive jurisdiction of the courts of England & Wales.