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Terms and Conditions.

These terms and conditions together with the privacy policy apply to the entire contents of this Website under the domain name www.xyone.co.uk ("Website") and to any correspondence by e-mail between you and Xyone Limited ("The Company"). Please read these terms carefully before using this Website as your use of this Website indicates that you accept these terms whether or not you register with the Company.

1 Interpretation

1.1 “Company” means Xyone Limited (Company Number: 4086209, VAT Number: 785 148 888), Digital World Centre, 1

Lowry Plaza, The Quays, Salford, Manchester, M50 3UB.

1.2 “Client” means any person or organisation with who the Company engages to perform Service(s).

“Conditions” means these terms and conditions.

1.4 “Agreement” means the Order Form which forms the Agreement made subject to these Conditions.

1.5 “Chargeable Day” means one person working on a calendar day for up to 7.5 hours.

1.6 “Order Form” means the Company's standard order form relating to the Services for the Client.

1.7 “Services” means the products and/or services described to the Client by the Company in writing as detailed in the

Order Form.

1.8 “Specification” means the specific details of the Service as laid out in the Order Form and any associated documents

produced and referenced by the Company.

1.9 “Update System” means the Company's proprietary software/platform through which Client websites can be

managed and updated.

1.10 “Over-usage” means excessive use, use which exceeds the specification of a Service, or use at a level at which the

Company reasonably believes will/is affecting the Service of other clients or its systems/network.

2 Acceptance of Order Forms

2.1 The Company reserves the right to refuse/reject any Order Form for any reason.

2.2 Client's Order Forms shall be deemed to be accepted by the Company on; written confirmation by the Company or,

commencement of the work detailed within the Order Form, whichever comes first.

3 Domain Names

3.1 Domain Name registrations/renewals requested by the Client are subject to the appropriate governing bodies, and

the Company's suppliers', terms and conditions and regulations. These being third party companies/organisations

through which the Company from time to time registers domain names on behalf of its clients. Copies of the appropriate

third party's terms and conditions are available on request.

3.2 Domain Names registrations/renewals will remain the property of the Company until paid for in full. In the event of

non-payment of the Company's domain name registration/renewal fees by the Client within 60 days of invoice the

Company shall be deemed to have full/exclusive ownership of the domain name in question.

3.3 Where a Domain Name is being transferred to the Company's control the Client shall be responsible for any third

party fees incurred in doing so. The Client indemnifies the Company against any costs/liabilities in transferring domain

names to or from the Company's control.

3.4 Domain name renewals will only be actioned by the Company when so instructed by the Client. Whilst the Company

has procedures in place to notify the Client of domain name renewal dates. It is the responsibility of the Client to instruct

the Company to renew any domain names, whether or not they have received any reminders from the Company.

3.5 Where a Client's Domain Name is not registered by the Company but held elsewhere and pointed to the Company's

hosting/systems it is the Client's sole responsibility to ensure that any Domain Name changes/additions requested by the

Company are completed in a timely manner.

3.6 Instructions for the registration of domain names are carried out by the Company acting as the Client's agent to the

appropriate supplier and/or naming authority.

3.7 The Company cannot guarantee that they will be able to register any requested domain name and until the Company

has given specific confirmation of the registration the Client cannot assume that the registration has been affected.

3.8 The Company gives no warranty that any domain names registered on behalf of the Client will not infringe the rights

of any third party and the Client agrees to indemnify the Company in respect of any such infringements.

4 Hosting

4.1 Whilst reasonable effort will be made to maintain consistent service the Company cannot guarantee 100% availability

of its hosting, network and server systems.

4.2 Should the Client's embark on Over-usage of any service/system provided by the Company, the Company shall make

appropriate upgrade recommendations to the Client. If the Over-usage continues the Company has the right to limit or

suspend affected services, immediately, without notice, as it sees fit.

4.3 In the event of any loss or corruption of data the Company will make reasonable effort to restore files from available

backups where available. However the Company can make no guarantee as to the availability, validity or age of backups.

4.4 Hosting packages are subject to the appropriate governing laws and the Company's suppliers' terms and conditions

and acceptable use policies. The Client agrees to indemnify the Company for any losses suffered by due to the Client's

breach of the same.

4.5 The Client agrees to perform good housekeeping when using the Company's hosting, servers and network. Examples

being deleting old emails from the hosting no later than 30 days after receiving them.

4.6 The Client agrees to fully indemnify the Company of any claims arising out of the content of any website or system

hosted by the Company on behalf of the Client.

5 Design and Development

5.1 Where the Client's project includes design work, this will be prepared based on the Client's reasonable instructions

within the defined confines of the project time and budget. This will then be presented to the Client for approval. All

design work must be signed off by the Client prior to being further developed into a website by the Company.

6 Update System

6.1 The Update System is licensed by the Company on a subscription basis and remains the sole property of the

Company. Nothing in this agreement shall constitute the transfer of any rights or Intellectual Property of the update

system to any third party. The Client agrees to indemnify the Company from any loses due to their breach of this clause.

6.2 Whilst additions and developments are made to the Update System as part of its continual development, the

Company makes no assurances as to the number or type of feature that it will add or adjust over a given period.

7 Approval

7.1 During the course of a Design and/or Development project the Client may be required to approve works before

subsequent stages of the service can commence. The Company only accepts approval in the form of a signature on the

Company's appropriate approval form. Once approved, subsequent changes to approved or work connected to approved

work may incur additional charges.

8 Client Responsibilities

8.1 The nature of the Company's Services is such that feedback, works, approvals and other materials and/or actions are

often required before work by the Company can proceed. It is the responsibility of the Client to:

8.1.1 Allocate adequate resources and co-operate with the Company to ensure completion of the Service.

8.1.2 Ensure that requested information/approval/feedback are provided in a timely manner.

8.2 The Company shall not be liable for any costs incurred by the Client in carrying out its duties under this or any other

Agreement.

9 Time Scales and Estimates

9.1 Whilst every effort is made to ensure that delivery time scales are achieved, due to the fluid nature of projects they

should be considered as estimates only. In all cases time-scales and estimates shall not be deemed to be of the essence.

10 Resellers

10.1 The Client agrees not to resell any product/service provided by the Company without its prior express written

permission.

10.2 Under no circumstances shall the Company accept a 'pay when paid' arrangement. All invoices shall be due by the

Client with the payment terms agreed regardless of any non-payment of third parties.

10.3 The Company shall have no liability to the Client of insolvency of any third party.

11 Liability

11.1 Nothing in this Agreement shall limit the Company's liability for death or personal injury.

11.2 Except for the Company’s liability under clause 11.1 (to which no limit applies), the Company’s liability arising under

or in connection with the Agreement or Services (whether such liability arises from negligence, breach of contract or

howsoever) shall not exceed the total amounts paid by the Client in the present year at the prices paid in the applicable

Order Form.

11.3 Notwithstanding clause 11.1, in no case will the Company be liable to the Client or any third party for or in respect

of any indirect, special or consequential loss or damage (whether financial or otherwise), or for any loss of data, profit,

revenue, service, contracts or business howsoever caused (whether arising out of any negligence or breach of the

Agreement or otherwise), even if the same was foreseeable by, or the possibility thereof is or has been brought to the

attention of the Company.

11.4 No action or proceeding against the Client or the Company arising out of or in connection with the Agreement shall

be commenced more than one year after the Services rendered, and the parties acknowledge that this clause constitutes

an express waiver of any rights under any otherwise-applicable longer statute of limitations.

12 Payment and Accounts

12.1 All prices quoted by the Company in any correspondence are exclusive of Vat, unless explicitly stated otherwise. Vat

will be charged on all invoices at the prevailing rate.

12.2 All payments shall be due to the Company on presentation of invoice or as stated on the Order Form.

12.3 Where a Service has been significantly delayed due to the actions or non actions of the Client the Company

reserves the right to invoice for any outstanding payments of the Service prior to the completion of the Service.

12.4 The Company reserves the right to charge interest and compensation on late payments in accordance with the Late

Payment of Commercial Debts Act 1998 (amended 2002).

12.5 The Client must raise any invoice queries to a the Company within ten working days of the invoice date. In the

event of a queried invoice the Client must put in writing the invoice number(s), amounts being queried and reasons why.

All other unqueried amounts on the same and any other invoice(s) must be paid on the due date.

12.6 Late payments will result in the delay of a project / task deadline date, but will not affect given timeframes.

12.7 Completed project / task will not be released in the instance of outstanding monies under any circumstances.

12.8 First monthly fees are due in advance in addition to final payments to be paid by standing order.

13 Force Majeure

13.1 Should either party be unable to perform any non-monetary obligations required of it pursuant to the Agreement

because of any cause beyond that party's reasonable control, including without limitation, industrial disputes of whatever

nature, power loss, telecommunications failures, acts of God, or any other force majeure event, then the non-performing

party's obligation to perform shall be suspended for such period as that party is unable to perform, provided that written

notice of such force majeure event is given within ten days of the party's first recognition of delays arising from the

occurrence of such event.

14 Usage

14.1 The Client agrees to accept and abide by the Company's acceptable use policy.

14.2 The Client agrees to refrain from sending menacing, offensive, abusive or annoying messages through the

Company's systems.

15 Suspension

15.1 Without prejudice to the Company's right under clause 16, the Company reserves the right to suspend any or all of

it's Services to the Client, including but not limited to; web/email hosting, access to systems and web development work,

in the event of:

15.1.1 Failure of the Client to make any payment to the Company on its due date for payment on any amount invoiced to

the Client by the Company.

15.1.2 The Client doing or allowing anything to be done which jeopardises the Company's systems or any network to

which they are from time to time connected.

15.1.3 The Client is otherwise in breach of these terms and conditions.

15.2 In the event of a suspension under clause 15 the Company shall have no liability for any direct, indirect,

consequential costs incurred by the Client or third party.

16 Term and Termination

16.1 The agreement shall remain in force for a minimum period of 12 months from the date services commenced.

16.2 Termination can be effected, for whatever reason, as follows:

16.2.1 By the Client: The Client may terminate the Agreement for whatever reason by giving 3 months written notice

which may expire at any time after the initial 12 month minimum period. Email notification will not be accepted as notice

of termination of Agreement.

16.2.2 By the Company: The Company may terminate the Agreement at any time forthwith if the Client commits any

breach of the Agreement, including but not limited to, non-payment of any fees when due. The Company will have the

right to terminate the Agreement for whatever reason giving 1 months written notice.

16.3 On termination the Company reserves the right to delete any/all files previously held as part of the terminated, or

connected, Services. Not deleted files may be returned to the Client at their request at the discretion of the Company.

16.4 Pro-rata refunds will not be issued for services that are terminated before the end of the invoiced period.

17 Intellectual Property

1 Interpretation

1.1 “Company” means Xyone Limited (Company Number: 4086209, VAT Number: 785 148 888), Digital World Centre, 1

Lowry Plaza, The Quays, Salford, Manchester, M50 3UB.

1.2 “Client” means any person or organisation with who the Company engages to perform Service(s).

“Conditions” means these terms and conditions.

1.4 “Agreement” means the Order Form which forms the Agreement made subject to these Conditions.

1.5 “Chargeable Day” means one person working on a calendar day for up to 7.5 hours.

1.6 “Order Form” means the Company's standard order form relating to the Services for the Client.

1.7 “Services” means the products and/or services described to the Client by the Company in writing as detailed in the

Order Form.

1.8 “Specification” means the specific details of the Service as laid out in the Order Form and any associated documents

produced and referenced by the Company.

1.9 “Update System” means the Company's proprietary software/platform through which Client websites can be

managed and updated.

1.10 “Over-usage” means excessive use, use which exceeds the specification of a Service, or use at a level at which the

Company reasonably believes will/is affecting the Service of other clients or its systems/network.

2 Acceptance of Order Forms

2.1 The Company reserves the right to refuse/reject any Order Form for any reason.

2.2 Client's Order Forms shall be deemed to be accepted by the Company on; written confirmation by the Company or,

commencement of the work detailed within the Order Form, whichever comes first.

3 Domain Names