Please read the following information carefully.
I. In this Contract unless the context otherwise requires:
"Acceptance" means acceptance of the Service as provided by Bright Spark when the Service has passed the Acceptance Tests;
"Acceptance Tests" means those tests as set out on either the Quote or Proposal;
"Contract" means these conditions, the attached Quote and/or Proposal;
"Client" means the person named as such on the Quote or Proposal;
"Design Service" means the services set out in Clause 6 below;
"Domain Name" means a name registered with an Internet registration authority for use as part of the Client's URL;
"Domain Service" means the domain hosting service set out in clause  below;
"Bright Spark" means Bright Spark of 200 Brook Drive, Green Park, Reading, RG2 6UB.
"Information" means the visual, textual or other information published or otherwise made available (directly or indirectly) on the Internet using the Service;
"Internet" means the global data network comprising interconnected networks using TCP/IP (Transmission Control Protocol / Internet Protocol);
"Minimum Period of Domain Service" means the first three months of the Domain Service;
"Quote" means the document designated as such and attached to these terms and conditions.
"Proposal" means the document (designated as such and attached to these terms and conditions) which sets out the scope of the work that Bright Spark has been retained to perform for the Client.
"Services" means collectively the Domain Service and the Design Service;.
"Third Party Information" means any visual, textual or other information not owned or generated by the Client published on the web site established by the Client on the Internet using the Service.
"URL" means a uniform resource locator, which is the full address for the Client's web site on the World Wide Web and which incorporates the Client's Domain Name.
1.2 The Quote contains explanations and notes concerning the charges that form part of this Contract.
1.3 In the event of any conflict between the documents forming this Contract, the documents will take the same order of precedence as that in which they appear in the definition of Contract in clause 1.1.
2. PROVISION OF THE SERVICE
2.1 Bright Spark agrees to provide the Client with the Services on the conditions of this Contract
2.2 If the Services are to be provided by a date specified by the Client or Bright Spark, such date shall be treated as a deadline and in the event the Service is not provided by the date Bright Spark will provide the Client with a written explanation for the failure to meet the date and an alternate date not more than two weeks from the original date. Failure to meet the alternate will result in a material breach of this contract.
2.3 It is technically impracticable to provide the Services free of faults and Bright Spark does not undertake to do so however Bright Spark will make its best efforts to provide the service free of faults. Bright Spark will correct reported faults as soon as is reasonably possible;â€¿br>
2.4 The Services can only be used if the Client has access to the Internet. This Contract does not include the provision of any telecommunications service for Internet access other than those (if any) expressly set out in the Proposal.
2.5 The Client is responsible for providing a suitable PC, modem, and any other items of hardware, software and communications equipment necessary to access the Services
2.6 Occasionally Bright Spark may:
2.6.1 for operational reasons change the technical specification of the Domain Service (provided that it does not materially affect the performance of the Domain Service);
2.6.2 temporarily suspend the Domain Service for repair, maintenance or improvement of the Domain Service but before doing so will give as much on-line, written or oral notice as is reasonably practicable. Bright Spark will restore Domain Service as soon as it reasonably can after temporary suspension;
2.6.3 suspend or remove data if required by law or to avoid the commission of a civil or criminal wrong;
2.6.4 give instructions about the use of the Services which Bright Spark thinks are reasonably necessary in the interests of health, safety or the quality of the Services to the Client or any other client.
3. MINIMUM PERIOD OF DOMAINSERVICE
3.1 The Minimum Period of Domain Service begins on the date when the Domain Service is made available to the Client[ ], but it does not prevent Bright Spark from exercising its rights to suspend the Service, or, subject to clauses 9 and 10, either party from terminating this Contract or the provision of a service or facility under it.
3.2 For the avoidance of doubt, the Client shall have no right to terminate the Contract during the Minimum Period of Domain Service.
4.1 The Client agrees to pay all charges for the Services as specified in the Quote.
4.2 Charges are payable as per the scheme outlined in the Terms of reference.
4.3 If the Client exceeds its contracted rate of traffic as detailed on the Proposal in any billing period, the Client agrees to pay additional charges as specified in the Proposal.
4.4 Charges are payable on demand and, unless the Quote provides otherwise, charges for the Service are exclusive of Value Added Tax and any other applicable sales taxes which will be added to the Client's bill at the prevailing rate.
4.5 Bright Spark reserves the right to vary any of the charges for the Service at any time, within acceptable business norms, but will give the Client a minimum of 14 days notice before the new charges become effective.
4.6 Interest shall be charged on late payments at a rate of 4% above the base rate of Barclays Bank plc.
4.7 For the avoidance of doubt, the payment provisions specified in this clause 4 shall be of the essence of the contract, entitling Bright Spark to terminate the Contract if the client is in breach of clause 4.
5.1 The Client is responsible for the security and proper use of user names, passwords and security check words used in connection with the Domain Service and must take all necessary steps to ensure that they are kept confidential, used properly and not disclosed to unauthorised people. The security check words must not be disclosed to any third parties.
5.2 The Client must immediately inform Bright Spark if there is any reason to believe that a user name, password or security check word has or is likely to become known to someone not authorised to use it or is being or is likely to he used in an unauthorised way.
5.3 The Client may change a password by contacting Bright Spark and satisfying such security checks as Bright Spark may operate.
5.4 Bright Spark reserves the right to suspend user name and password access to the Client's web site if at any time Bright Spark considers that there is or is likely to he a breach of security.
5.5 The Client must immediately inform Bright Spark of any changes to the Client's details that the Client supplied when registering for the Domain Service.
6. DESIGN SERVICE
6.1 Upon execution of this Contract, Bright Spark will develop the URL for the Client as set out in the attached Proposal or Quote;
6.2 Upon completion of Bright Sparkâ€™s obligations in 6.1 above, Bright Spark will test the URL in accordance with the Acceptance Tests;
6.3 The Client agrees to indemnify and defend at its own expense Bright Spark from and against any and all claims of infringement of copyright, patents, trade marks, industrial designs or other intellectual property rights affecting the URL and based upon the Clientâ€™s contribution to the URL design.
6.4 In the event that new inventions, designs or processes evolve in performance of or as a result of this Contract, the Client acknowledges that the same shall be the property of Bright Spark if the Client made no intellectual contribution to the invention, design or process.
6.5 The Client shall be and shall remain responsible for the maintenance and design of all Information.
6.6 The Client warrants that the Information is accurate and will not include any information or material, any part of which, or the accessing of which would be a criminal offence or otherwise unlawful. In particular the Client warrants that all necessary licences and consents (including but not limited to those from owners of copyrights or performing rights) have been obtained.
6.7 The Client warrants that it will comply with all consumer and other legislation, instructions or guidelines issued by regulatory authorities, relevant licences and any other codes of practice which apply to the Client or Bright Spark and which relate to the provision of Information, provided that Bright Spark has given written notice to the Client of those which only apply to Bright Spark.
6.8 The Service must not be used:
6.8.1 fraudulently or in connection with a criminal offence;
6.8.2 to send, receive, upload, download, use or re-use any Information or material which is offensive, abusive, defamatory, obscene or menacing, or in breach of confidence, copyright, privacy or any other rights;
6.8.3 in breach of instructions Bright Spark has given under clause 2.6.3;
6.8.4 to cause annoyance, inconvenience or needless anxiety;
6.8.5 to send or provide unsolicited advertising or promotional material; or
6.8.6 other than in accordance with the acceptable use policies of any connected networks.
6.9 The Client must not use a Domain Name or URL that infringes the rights of any person in a corresponding trademark or name, whether in statute or common law.
6.10 The Client must ensure that a contact name, telephone number and electronic mail address are included in clear and legible form on its web site for receipt of any enquiries or complaints that may arise in relation to Information, Third Party Information or other material published on the web site. Bright Spark reserves the right to disclose to any person with an enquiry or complaint the contact name, telephone number and electronic mail address if such person cannot locate these details on the URL.
6.11 If anyone other than the Client uses the Service with the Client's knowledge or approval, in contravention of this clause , Bright Spark can treat the contravention as a breach by the Client for the purposes of Clause 8 of this Contract.
7. DOMAIN SERVICE
7.1 The Client warrants that it is the owner of or that it is duly authorised by the owner of, any trade mark or name that it wishes to register as its Domain Name and use as part of its URL.
7.2 The Client undertakes that any material contained in or linked to its URL and (if applicable) contained in its discussion group, chat room or bulletin board will comply with the following basic standards:
7.2.1 All information and activities must be legal, decent and honest;
7.2.2 The Client will comply with all relevant data protection legislation in relation to how it gathers, stores and processes personal data;
7.3.3 Other applicable trading standards and laws and regulations as the same are created from time to time and notified to the Client.
7.4 The Client agrees to comply with generally accepted principles if internet usage (whether governed by the laws of any jurisdiction or not) including:
7.4.1 refraining from sending â€˜spamâ€¿mail;
7.4.2 never sending mail bombs, Trojan horses, viruses or other disruptive programs and devices;
7.4.3 never pirating or otherwise illegally copying software and other proprietary material;
7.4.4 never violating the security of any web site or engaging in unauthorised decryption of protected material.
7.5 Unless otherwise agreed, Bright Spark will undertake Domain Name and URL registration on behalf of the Client with the appropriate Internet registration authorities. The Client is responsible for paying all fees to the Internet registration authorities associated with registration and maintenance of its Domain Name and URL.
7.6 The Client acknowledges that Bright Spark cannot guarantee that any Domain Name or URL requested by the Client will be available from or approved for use by the Internet registration authorities.
7.7 Bright Spark reserves the right to require the Client to select a replacement Domain Name or URL and may either refuse to provide or may suspend Service if, in Bright Spark's opinion, there are reasonable grounds for Bright Spark to believe that the Domain Name or URL is, or is likely to he, offensive, abusive, defamatory or obscene.
7.8 The Client agrees to indemnify and keep indemnified Bright Spark, its successors and assigns and each of its directors, officers, employees and agents from and against any and all liability, damages, losses, claims (including legal fees) resulting in any way from its use of and from any material posted on the URL.
8.1 The Client shall keep in confidence any information of a confidential nature relating to the Service obtained from Bright Spark under this Contract and must not disclose such information to another person without Bright Spark's prior written consent and Bright Spark shall keep in confidence all information supplied by the Client under this Contract and must not disclose such information to another person without the Clientâ€™s prior written consent, provided that this restriction does not apply to information which is:
8.1.1 in the public domain otherwise than in breach of this Contract;
8.1.2 lawfully obtained from a third party which is free to disclose it;
8.1.3 required to be disclosed by law or a competent authority;
8.1.4 in the lawful possession of the other Party prior to entering into the Contract.
8.2 The restrictions in this clause shall survive the termination or expiry of this Contract
9. BREACHES OF THE CONTRACT
9.1.1 the Client:
(a) Does not pay any charge within 28 (twenty-eight) days of it failing due; or
(b) Commits a breach of this Contract and if it is possible to remedy, fails to remedy the breach within 14 days of written notice to do so or if it is not possible to remedy the breach; or
9.1.2 Bright Spark believes the Service is being used in a manner prohibited under clause 7 even if the Client is unaware that the Service is being used in such a way and should have been so aware and Bright Spark Imagine notifies the Client of that belief;
Bright Spark can terminate this Contract or suspend the Service or any part of the Service (or both) without further notice, and claim for the resulting losses or expenses. If Bright Spark suspends the Service under this clause 9, Bright Spark can refuse to restore the Service until Bright Spark receives an acceptable assurance from the Client that there will be no further breach of this Contract.
9.2 Bright Spark can also terminate this Contract if the Client is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors or if any of its assets are the subject of any form of seizure or if it goes into liquidation, either voluntary (otherwise than for reconstruction or amalgamation) or compulsory, or if a receiver or administrator is appointed over its assets.
9.3 On termination under clause 9.2, the Client shall pay to Bright Spark all charges that are due for the Service under this Contract, including any unpaid charges for the remainder (if any) of the Minimum Period of Service, and including any sub contractor fees that Bright Spark had incurred on behalf of the Client.
9.4 The Client will remain liable to pay all charges that are due for the Service during any period in which the Client does not comply with this Contract.
9.5 If Bright Spark waives a breach of this Contract by the Client, that waiver is limited to that particular breach. Bright Spark's delay in acting upon a breach is not to be regarded in itself as a waiver.
10. TERMINATION BY NOTICE
10.1 Either party can terminate this Contract on giving 30 days notice to the other party.
10.2 If notice is given under clause 10, the Client shall pay all charges due for the Service up to the expiry of the notice. If the Client gives notice, the Client must also pay the charges due for any remaining part of the Minimum Period of Domain Service (as well as any sub-contractorâ€™s fees), unless the Client has given notice because Bright Spark intends to change any of the conditions of this Contract to the Client's material detriment.
10.3 If Bright Spark gives notice under clause .1, Bright Spark will repay or credit the appropriate proportion of any charges paid in advance following expiry of the notice period.
10.4 Termination by notice under this clause 10 does not avoid any Liability to pay for Service already provided
11. Bright Sparkâ€™S LIABILITY
11.1 Bright Spark's primary duty and warranty in performing any obligation under this Contract is to exercise the reasonable skill and care of a competent brand and Web design and hosting service.
11.3 The Client accepts that Bright Spark is under no obligation to monitor or approve Information and Third Party Information and that Bright Spark does not examine the use to which clients put the Service.
11.4 Bright Spark excludes all liability of any kind for all material comprising Information or Third Party Information and is not responsible for the provision or delivery of any goods and services (including Information) advertised, sold or otherwise made available by means of the Service.
11.5 Bright Spark is not liable to the Client either in contract, tort (including negligence) or otherwise for the acts or omissions of other providers of telecommunications or Internet services (including Internet registration authorities) or for faults in or failures of their equipment.
11.6 Bright Spark is not liable to the Client either in contract, tort (including negligence) or otherwise for indirect loss of profits, business or anticipated savings, or for any indirect or consequential loss or damage whatsoever. Here purchase discount prom dresses online free shipping.
11.7 Bright Spark's liability to the Client either in contract, tort (including negligence) or otherwise in relation to this Contract is limited to Â£250,000 for any one incident or series of related incidents and Â£500,000 for all incidents in any period of 12 months.
11.8 Each provision of clause 10 limiting or including liability operates separately. If any part is held unreasonable or inapplicable in any circumstances the other pans shall continue to apply.
11.9 Bright Spark Imagine does not exclude its liability for death or personal injury caused by its negligence.
12.1 The Client will indemnify Bright Spark against any claims or legal proceedings that third parties threatens or makes against Bright Spark because of the way the Service is used or because the Service is faulty or cannot be used other than those that result from the failure or negligence of Bright Spark its employees, subcontractors or agents.
12.2 In particular, the Client will indemnify Bright Spark against any claims by third parties in relation to the content of the URL.
13.1 Neither party may assign any rights or obligations under this Contract without the written consent of the other.
13.2 For the avoidance of doubt, Bright Spark shall have the right to sub-contract any of the services under this contract, and the Client agrees to reimburse Bright Spark for all costs incurred in so doing. if the client has previously agreed in writing to these costs.
Notices given under this Contract must he in writing and delivered by hand, or sent by prepaid post, facsimile or electronic mail as follows:
14.1 To Bright Spark: to the address shown at the end of this form, or any alternative address that Bright Spark notifies to the Client at any time;
14.2 To the Client: the address specified by the Client when entering into this Contract, or any alternative address that the Client notifies to Bright Spark at any time.
14.3 Any such notice shall be effective (in the case of hand delivery) upon delivery or (in the case of facsimile) upon Bright Spark receiving from its machine a report that such facsimile was properly sent or (in the case of posting) on the second working day after postage.
15. MATTERS BEYOND THE PARTIES' REASONABLE CONTROL
15.1 If either Bright Spark or the Client is unable to perform any obligation under this Contract because of a matter beyond its reasonable control.
15.2 If such a case, neither party will have any liability to the other party.
15.3 Should the party in question be unable to perform its obligations for a continuous period of eight weeks, then the other party will be entitled to terminate the Contract without notice.
16. VARIATION OF TERMS AND CONDITIONS
Bright Spark may change the conditions of this Contract at any time and will give the Client notice of such changes at least 14 days before they take effect.
17. ENTIRE AGREEMENT
17.1 This Contract contains the whole agreement between the parties relating to its subject matter and supersedes all previous written or oral agreements relating to it.
17.2 The parties acknowledge and agree that:
17.2.1 they have not been induced to enter into this Contract by any representation, warranty or other assurance not expressly incorporated into it; and
17.2.2 in connection with this Contract, their only rights and remedies in relation to any representation, warranty or other assurance shall be for breach of the terms of this Contract and that all other rights and remedies are excluded.
The laws of England and Wales govern this Contract, and the parties agree t submit to the exclusive jurisdiction of the English courts.