Standard Terms and Conditions

Introduction

This page contains our Standard Terms & Conditions of use for our products and services.

This document was last updated on 4th May 2018.

Terms and Conditions

1. What forms the agreement
   1. By applying for our Services, you agree that this Agreement shall apply to those Services. This Agreement shall come into force if and when we email you to confirm acceptance of your application.
   2. In additions to these Terms, applicable Specific Terms will apply to particular Services. We shall notify you of those Specific Terms when you apply for Services.
   3. This Agreement sets out all the terms agreed between us about the subject matter of this agreement. This agreement takes the place of all previous negotiations, understanding and representations
2. Definitions
   1. In these Terms, certain words and phrases have defined meanings:
      1. “Agreement” – These Terms and Conditions together with any Specific Terms;
      2. “Confidential Information” – The trade secrets, operations, processes, plans, intentions, product information, prices, know-how, designs, sensitive information, customer data, personal data, affairs and/or business of your or us.
      3. “Intellectual Property Rights” – Copyright, database right, patents, registered and unregistered design rights, registered or unregistered trademarks, and all other industrial, commercial or intellectual property rights existing in any jurisdiction in the world and all the rights to apply for these;
      4. “Interest Rate” - 2% above Barclays Bank PLC base rate per annum;
      5. “Month” – A period of one calendar month from the Start Date or any monthly anniversary of the Start Date;
      6. “Us“, “Our”, “We”, “Calzada Media”- Calzada Media Limited (Company Registration Number 07793929) whose registered office is situated at 2 Mars Drive, Wellingborough, Northamptonshire, NN8 1RJ;
      7. “Server” – Any server we allow you to access or in which we allocate your resources, as described in the Specification;
      8. “Services” – The services provided by us to you under these Terms or the applicable Specific Terms;
      9. “Software” – Any software that we provide to you under this Agreement;
      10. “Specific Terms” – Any of our Specific Terms that area applicable for particular services (e.g. Domain Services);
      11. “Start Date” – The date on which we email you to confirm acceptance of your application;
      12. “Terms” – These Terms and Conditions;
      13. “Year” – A twelve calendar month period from the Start Date and anniversaries of the Start Date;
      14. “You”, “Your” – The customer.
3. Interpretation
   1. In these terms
      1. References to clauses are to the clauses of these Terms;
      2. References to paragraphs are to the paragraphs of Specific Terms;
      3. Heading are for ease of reference only;
      4. Wherever the words “including”, “include”, or “includes” are used they shall be deemed to be followed by the words “without limitation” unless the context otherwise requires;
      5. If there is any conflict or inconsistency between these Terms and Specific Terms in relation to particular Services, the Specific Terms shall have precedence for the relevant Services.
   2. All rights and remedies referred to in this Agreement are cumulative and not to the exclusion of other rights and remedies, unless expressly stated otherwise.
4. Law
   1. The Agreement and Calzada Media Limited is governed by English Law.
5. Varying this Agreement or a Service
   1. We, but not you, may vary this Agreement or Services by notifying you of the change by email or in writing. We will give you a reasonable period of notice of the variation.
   2. If we vary the Services, we may increase the fees for the Services.
   3. If we notify you of variation of the Services (or part of the Services), you may cancel the varied parts of the Services for any reason by giving not less than 14 days notice from the date on which you received the notice of variation from us. We shall refund you a proportion of the fees representing the number of paid-for days of the Services that you will not be receiving due to termination.
6. Your Obligations
   1. Whilst this Agreement is in force, you shall
      1. Comply with our reasonable instructions, guidelines and directions about the use of Services, and;
      2. Not sell, deal, transfer, or otherwise make available the Software or the Services to any third party for any purposes except as expressly permitted by this Agreement.
   2. You agree that you shall ensure that you comply with your obligations under UK law.
   3. You warrant that you have the full power and authority to entire into this Agreement.
7. Confidentiality and Data Protection
   1. Each of us shall, for the Confidential Information for which each of us is the recipient:
      1. Keep the Confidential Information strictly confidential and not disclose any part of it to any person except as permitted by or as required for the performance of the recipient’s obligation under this Agreement;
      2. Take all reasonable steps to prevent unauthorised access to the Confidential Information;
      3. Not use the Confidential Information other than for the purposes set out in this Agreement.
   2. Each of us may disclose the Confidential Information to, and allow its use in accordance with this Agreement by the following (as long as the conditions in clause 7.3 are met):
      1. Employees and offices of the recipient who require for the recipient to perform its obligations under this Agreement;
      2. The recipient’s auditors and professional advisors solely for the purposes of providing professional advice.
   3. As a condition of the rights set out in clause 7.2 the party wishing to exercise the rights must:
      1. Ensure that any party to whom it discloses Confidential Information is under an obligation of confidentially about such Confidential Information; and
      2. Procure that such persons observe the restrictions in this clause 7.
   4. With the exception of the Software and the Services, the restrictions in clause 7.1 do not apply to any information to the extent that it:
      1. Is or comes within the public domain other than through a breach of clause 7.1; or
      2. Is in the recipient’s possession (with full right to disclose) before receiving it from the other party; or
      3. Is lawfully received from a third party (with full right to disclose); or
      4. Is independently developed by the recipient without access to or use of the Confidential Information.
   5. Each of us shall store and process the Confidential Information in a secure manner that is compliant with our legal responsibilities under English law.
8. Mutual Dependence
   1. If we fail to something that we ought to do under this Agreement and that directly causes you to fail to do something that you ought to do under this Agreement then we will not treat your failure as a breach of contract in those circumstances. You will treat us in the same way.
9. Service Access
   1. Unless the Specific Terms states otherwise where the Services includes access to a Server, you shall not be entitled to such Services until we notify you (by email, telephone or in writing) that it is ready for use.
10. Intellectual Property Rights
    1. We, or our licensors, own all Intellectual Property Rights in the Services and the Software. You shall acquire no rights in the Services or Software.
    2. You shall indemnify and keep us indemnified against any and all losses, costs, damages, liabilities, claims, demands and expenses suffered or incurred by us (including legal expenses reasonably and properly incurred) arising out of any claim brought against us by any third party alleging that its’ Intellectual Property Rights are infringed by the use by you of the Services or Software, to the extent that such a claim arises out of your modification or the Software of Services, or the use of the Software or Services in any software, services or materials not provided by us to you.
11. Software
    1. Where we licence Software owned by third parties to you, you agree that you shall comply with any licence terms of such third parties.
12. Domain Names
    1. If you buy a domain name from us, you acknowledge and agree to the Domain Name Terms and Conditions.
    2. You agree that you accept and shall comply with the terms of the domain name registrar applicable for the purchased domain.
13. Hosted Microsoft Exchange
    1. If you buy Hosted Microsoft Exchange Service from us, you acknowledge and agree to the Hosted Exchange Terms and Conditions.
14. Indemnities
    1. You agree to fully indemnify and keep us fully indemnified from and against all actions, demands, costs (on a full indemnity basis), losses, penalties, damages, liability, claims and expenses (including legal fees) whatsoever incurred by us and arising from any of the following:
       1. Your breach of this Agreement, your negligence or other act, omission or default;
       2. The operation or breakdown of any equipment or software owned or used by you (except for any Service or Software);
       3. Your use or misuse of the Services and/or Software;
       4. The operation or breakdown of any equipment, service or software owner or operated by a supplier to us.
15. Limits on Liability
    1. Each party’s liability to the other for any claim for breach of contract, negligence, breach of statutory duty or under any indemnity or otherwise shall be limited as follows:
       1. For any claim for personal injury or death caused by the other party’s negligence, or for fraudulent misrepresentation, or for any other act or omission for which there is no limit in law, no limit shall apply;
       2. For other claims
    2. Except for the liability listed in clause 15.1, liability for other claims shall be limited to and not exceed:
       1. £1,000 GBP (One Thousand Pounds); or
       2. The amount of fees paid under this Agreement when the event giving rise to the liability occurred (or the first event in any series of connected events).
    3. We shall not be liable for the following types of loss, whether direct, indirect or consequential, and even if we were notified that you would incur any of these losses:
       1. Financial loss, including loss of profits, earnings, business, goodwill, business interruption;
       2. Expected or incidental losses; loss of expected savings, loss of sales; failure to reduce bad debt, reduction in the value of an asset.
16. Payments and Invoice
    1. You shall pay the fees for the Services, including any applicable setups fees. All the prices and charges that we quote are exclusive of VAT at the prevailing rate and we shall charge this in addition where it applies.
    2. We operate an electronic invoicing system. We will notify you by email when an invoice is ready. It is then your responsibility to log in to our system and arrange payment. Payment must be by credit, debit or other payment instrument accepted by payment provider.
    3. You will pay all of our invoices in cleared funds by the due date set out the invoice. If you do not pay any sum by its’ due date:
       1. We shall be entitled to charge interest on the overdue amount at the Interest Rate from the due date up to the date of actual payment (whether before or after any court judgement); and
       2. We shall be entitled to suspend Services. We shall not be obliged to reactivate the Services; reactivation shall be at our sole discretion; and
       3. In addition to the above; if in the invoice remains unpaid 14 days after the due date, we shall be entitled to send you reminders by email and/or post at regular intervals. We shall charge your £5 per postal letter to cover a small proportion of the costs we incur in seeking payment of the overdue amount;
       4. In addition to the above, you shall be liable to pay our reasonable legal costs and expenses for seeking payment of the overdue amount.
    4. We shall not be liable for any losses to you caused by our suspension of the Services in accordance with clause 16.3. We are entitled to charge you a reasonable fee for reactivating any Services suspended in accordance with Clause 15.3.
    5. We shall be entitled to increase our fees for any or all Services no more than four times in each Year.
17. Exceeding Usage Limits
    1. If you exceed the prescribed usage limits for data transferred per Month, we reserve the right to charge you additional fees that are applicable for the excess usage during that Month.
    2. For excessive usage, we reserve the right to suspend the Service or Connection until the beginning of next Month.
    3. We may also (but are not obliged to) email you, at the end of the Month, and give you the option of upgrading the Services. If you notify us that you wish to upgrade, you will pay the fees for the upgraded Services from the day on which we upgrade them. Any service upgrade does not constitute a variation of our Agreement with you.
18. Other Legal Policies and Documents
    1. You agree to accept and abide by our Acceptable Usage Policy (AUP).
    2. You agree to accept and abide by our Abuse Policy.
    3. You agreed to accept and abide by our Website Terms of Use when using our websites.
19. Events outside Reasonable Control
    1. Neither of us will be liable to the other for any delay or failure in the performance of our contractual obligations caused by events outsides of our reasonable control. However, for either of us to rely on this clause, we must promptly notify the other of the circumstances of the event. This clause 18.1 does not apply to your obligation to pay the fees for the Services.
    2. If the event persists for 28 days or more, the party not effected by event may give notice to the other to terminate this Agreement with effect from a date specified in the notice without penalty or other liability (except for any liability on your part to pay our invoices and for work carried out but invoiced at the date of termination).
20. Notices
    1. Any notice (except for the service of court proceedings) shall be sent to the other party’s nominated email address for service. In our case, this is our helpdesk email address that we notify you of or is stated on our website.
    2. If either of us wants to change our email address for service, we must notify the other party of the change of email address in accordance with clause 20.1. You may also alter your email address through the MyAccount customer portal on our website. In the case of you notifying us, the change will take effect from the date on which we email you to confirm that we have change your email address.
    3. We both consider that notice has been given:
       1. In the case of us notifying you, one clear day after the time of sending the email;
       2. In the case of you notifying us, once clear business day after you receive by email a helpdesk ticket number for such a notification.
21. Dispute Resolution Procedure
    1. We both agree that we shall deal with any disputes about this Agreement as follows:
       1. The issue in dispute shall be referred for discussion to, in your case, the name of the main account holder, and in our case, the nominated staff member that notify you of. You should email us at management@calzadamedia.com;
       2. If the dispute is not resolved, the directors (or equivalent) of each shall discuss the issue;
       3. If the issue is not resolved then we shall refer it to a mediator that we jointly appoint. If we cannot agree on the mediator, we shall ask the President of the Law Society of England and Wales to appoint a mediator;
       4. If the dispute is still not resolved, then we both agree that the English courts have exclusive jurisdiction to settle the dispute.
    2. We shall both bear our own costs for elements of the dispute resolution procedure up to the involvement of the courts under clause 20.1.4
22. Cooling off Period
    1. You have a “cooling-off period” in which you can cancel Services.
    2. The cooling-off period begins:
       1. In the case of Services that you apply for before the Start Date, on the Start Date;
       2. In the case of Services that you order for with a Start Date in the future, on the date upon we accepted your application for the Services.
    3. Subject to clause 21.2 the cooling off period expires 14 days after the date on which the Services begin.
    4. The cooling off-period does not apply to any Services for which we have to setup, customise Services or software or resources to your specification (e.g. a custom design website). In such circumstances, we reserve the right to charge fees for any work taken done. If you are consumer, you also agree that:
       1. For the purposes of the Consumer Protection (Distance Selling) Regulations 2000, the Services begin on the day we begin to setup or customise Services or resources (as appropriate); and
       2. We may begin setup or customisation within first seven days after you enter into an agreement with us for the Services.
23. Termination
    1. This Agreement takes effect on the Start Date. Subject to clause 21 and the remainder of this clause 22, and any Special Terms, it shall continue for the period stated in the applicable Specific Terms.
    2. Either of us can terminate this Agreement immediately by serving a written notice on the other party if:
       1. The other party commits a material breach of an obligation under this agreement to any Specific Terms which is not capable of remedy;
       2. The other party commits a material breach of the obligation under this Agreement or any Specific Terms which is not remedied within 28 days after receipt of a notices from the party not in breach specifying the breach, requiring its remedy and making clear that failure to remedy may result in termination;
       3. If the other party becomes insolvent.
    3. We, but not you, may terminate this Agreement and/or any Services at any time and for any reason whatsoever by giving you reasonable notice of such termination. Unless termination is for breach of an obligation under this Agreement or any Specific Terms, we will refund a proportion of the fees representing the number of paid-for days of services that you will not be receiving due to termination.
    4. Termination of this Agreement (or any element of it) shall not affect any rights, obligation or liabilities of either party that accrued before termination or that are intended to continue to have effect beyond termination.
24. Miscellaneous
    1. Persons who are not a party to this Agreement shall not have any rights under this Agreement.
    2. If any part of this Agreement is found to be invalid or unenforceable by a court, such invalidity or unenforceability shall not affect the other provisions of this Agreement and such other provisions shall remain full force and effect.
    3. If either of us fails to exercise a right or remedy that is has or which arises under this Agreement, such failure shall not prevent us from exercising that right or remedy subsequently for that or any other incident.
    4. A waiver of any breach or provision of this Agreement shall only be effective if made by email or in writing.
    5. You may not assign nor transfer any part of this Agreement without obtaining our consent in writing or by email beforehand.