1. Definitions and Interpretation

1.1 In these Conditions:

“AGREEMENT” means the Agreement for the provisions of the Services by iTransact to the Client as contained in the Order Sheet and these Conditions;

“ANNUAL PERIOD” means a period of 12 months from the date of the Agreement and every 12 month period thereafter;

“CHARGES” means the fees, charges and expenses for the Services as set out in the Order Sheet;

“CLIENT” means the person named on the Order Sheet for whom iTransact has agreed to provide the Services in accordance with these Conditions;

“CODE” means any software, computer language or code, methodologies, know-how or processes used by iTransact in the provision of the Services;

“DATA” means any materials, elements of text, images, graphics, photographs, designs, names, trademarks, copyright, intellectual property, data or other information relating to the Services;

“INITIAL PERIOD” means the period (if any) which is specified on the Order Sheet as the minimum duration of the Agreement commencing on the date of the Agreement;

“ITRANSACT” means iTransact Limited of PO Box 430, Cambridge CB1 2WE;

“NAMING AUTHORITY” means any registry responsible for registering domain names;

“ORDER SHEET” means the order sheet to which these Terms and Conditions are appended;

“PERSONAL DATA” is Data about any identifiable living person in so far as this relates to a Client. It means any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;

“PRIVACY POLICY” is the policy set out in Appendix 1 to these Conditions;

“PROHIBITED USE POLICY” is the policy set out in Appendix 2 to these Conditions;

“SERVICES” means the provision of web hosting, domain names sales and hosting, e-mail hosting including anti-virus and anti-spam services, web application and database hosting, co-location services and similar services as set out in the Order Sheet; Also providing administration support;

“TRANSMIT” means use generate link to upload download facilitate post publish disseminate e-mail send or receive in connection with the Services;

“WRITING” includes facsimile transmission, email and comparable means of communication:

1.2 Words denoting the masculine gender shall include the feminine and neuter genders and vice versa and words denoting the singular shall include the plural and vice versa;

1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.

2. Supply of the Services

2.1 iTransact shall provide the Services to the Client subject to these Conditions. The Client shall sign, date and return the Order Sheet to iTransact to acknowledge the Client’s acceptance of the details of the Services and Charges outlined in the Order Sheet before iTransact shall commence provision of the Services. Where iTransact has provided Services to the Client under a previous Agreement the Client may send its acceptance of the Services and Charges outlined in the Order Sheet to iTransact in Writing but iTransact reserves the right to require the Client to return the signed Order Sheet to iTransact as soon as reasonably practicable.

2.2 iTransact reserves the right to change these Conditions (including the Prohibited Use Policy and Data Protection Compliance Policy). Notice in writing of any change in the Conditions will be sent by iTransact to the Client at least 30 days before the change takes effect. The Client may give 28 days notice in writing to terminate this Agreement as regards the Services affected by the changed Conditions but will not be entitled to any refund of Charges and will be liable to pay any Charges previously due. The Client’s continued use of the Services constitutes its agreement with iTransact to all such amended or additional Conditions.

2.3 iTransact may at any time without notifying the Client make any changes to the Services which are necessary to comply with any safety or other statutory requirements or which do not materially affect the nature or quality of the Services.

3. Payment

3.1 The Client agrees to pay the Charges on the terms set out in the Order Sheet.

3.2 Where an Initial Period has been specified in the Order Sheet, iTransact may after the Initial Period vary the Charges by service of written notice on the Client not less than two months before the end of the Initial Period or any Annual Period thereafter specifying the Charges for the next Annual Period. If no notice of termination is received by iTransact from the Client in accordance with the provisions of clause 15.1 then the amounts specified therein shall be deemed to be agreed as the Charges for the next Annual Period. If iTransact does not so serve a notice then the Charges for the next Annual Period shall continue and be at the same rate as the Initial Period or the current Annual Period as appropriate.

3.3 In the event of late payment the Client shall pay interest on the amount of the Charges outstanding at the rate of statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 from the date due until the date of actual payment.

3.4 If payment remains overdue for more than 21 days iTransact reserves the right to withhold the provision of the Services until payment of the outstanding Charges and all interest thereon is made. Such withholding of Services does not relieve the Client of its obligation to pay any outstanding Charges and interest.

3.5 The Client shall be liable for and shall indemnify iTransact against all costs and expenses incurred by iTransact in respect of any steps, actions or proceedings made or brought against the Client by iTransact to obtain payment of outstanding Charges and interest.

3.6 All payments must be in UK Pounds Sterling unless otherwise agreed in writing. If any cheque from the Client is returned by the bank as unpaid for any reason the Client will be liable for an administration fee of £30.

4. Contact Details and Security

4.1 It is the Client’s responsibility to provide iTransact with all of its up to date contact details (including e-mail addresses) and to notify iTransact promptly of any changes.

4.2 The Client must keep its usernames, passwords and security phrases secure at all times and iTransact reserves the right to change any of these at any time for good reason.

4.3 The Client must if requested use its username, password or security phrase when giving instructions.

4.4 The Client is responsible for all persons who use its username, password or security phrase to access the Services, whether authorised or not.

4.5 The Client must take all reasonable steps to minimise any risk of security breaches in connection with the Services including ensuring that co-located servers have Operating Systems and Application updates/patches/Service Packs installed within 48 hours of release, and must notify iTransact of any security breaches and comply with any security checks carried out by iTransact.

5. Data

5.1 The Client must comply with iTransact’s Prohibited Use Policy at all times.

5.2 iTransact reserves the right to remove suspend or delete any Data with immediate effect which is in breach of the Prohibited Use Policy or results from any other breach by the Client of these Conditions or if iTransact is required to do so by any competent authority.

5.3 There is a risk that Data used in connection with the Services may be irretrievably damaged or lost and it is the Client’s responsibility to backup frequently all such Data that it wishes to save, unless backup services are specifically being offered by iTransact.

5.4 The Client warrants that any Data and its use in connection with the provision of the Services will not infringe the copyright or other rights of any third party anywhere in the world and the Client shall indemnify iTransact against any loss, damages, costs, expenses or other claims arising from any such infringement.

5.5 The Client must where appropriate incorporate a suitable disclaimer of liability together with statement of intended jurisdiction.

5.6 The Client shall indemnify iTransact against any loss, damages, costs, expenses or other claims arising directly or indirectly out of the Client’s use of the Services, breach by the Client of this Agreement or breach of the Prohibited Use Policy.

6. Personal Data

iTransact will use Personal Data in compliance with its Privacy Policy.

7. Performance

7.1 iTransact warrants with the Client that the Services will be provided using reasonable care and skill and so far as reasonably possible in accordance with the Order Sheet.

7.2 iTransact does not warrant that the use of the Services will meet the Clients expectations or that any results will be accurate or reliable.

7.3 iTransact does not warrant that the Services will remain fully operational, uninterrupted, secure or error free at all times and that they will not be affected by malicious attacks, viruses and denial of service attacks.

7.4 iTransact may have to suspend the Services for repair, maintenance or improvement but in those circumstances will restore them as quickly as reasonably possible.

8. Hosting Services

8.1 It is the Client’s responsibility to ensure that Data placed or delivered to iTransact for placing on iTransact’s servers is server ready and virus free and iTransact accepts no responsibility to provide support in relation to the control and operation of data.

8.2 The Client bears sole legal and other responsibility for all Data placed on iTransact’s servers and iTransact does not and is not obliged to check such Data.

8.3 The Client must observe iTransact’s limitations on Data transfer as set out in the Order Sheet and must not embark on any course of action which may cause a disproportionate level of website activity.

9. Domain Registration

9.1 iTransact will use reasonable endeavours to register domain names but gives no guarantee of success. Until iTransact gives specific confirmation of registration, the Client cannot assume that registration has been effected.

9.2 iTransact may cancel, dispose of or refuse to register release or renew any domain name if required to do so by any competent authority.

9.3 Domain names which expire are at risk of cancellation and the Client is responsible for paying renewal charges when requested by iTransact, or to the appropriate registry if the domains were independently registered.

9.4 The extent of iTransact’s renewal services is to notify the Client of any renewal notices received and use reasonable endeavours to renew domain names which by the renewal date the Client has requested in writing to be renewed and in respect of which the Client has paid the renewal fees. iTransact will not renew any domain names where the Client has not responded to the said notification.

9.5 The contract for the registration of a domain name is between the Client and the appropriate Naming Authority and iTransact will act only as the Client’s agent in connection with such registration. The Client will be bound by all present and future terms and conditions procedures rules and policies of the relevant Naming Authority and iTransact accepts no responsibility for the actions of any Naming Authority.

9.6 iTransact does not warrant that the domain name requested by the Client will not infringe the rights of any third party and the Client shall indemnify iTransact against any loss, damages, costs, expenses or other claims arising out of any such infringement.

10. E-Mail Hosting including Anti-Virus and Anti-Spam Services

10.1 iTransact does not warrant that e-mails will be processed within a particular time.

10.2 With regard to anti-virus services, iTransact cannot guarantee 100% detection rate of viruses.

10.3 With regard to spam, iTransact cannot guarantee 100% detection rate of spam.

11. Co-Location Services

11.1 The Client has sole legal and other responsibility for all aspects of management, maintenance and use of its server and all Data thereon.

11.2 The Client must observe iTransact’s limitations on data transfer as specified on the Order Sheet and must not embark on any course of action which may cause a disproportionate level of web site activity.

12 Intellectual Property Rights

Any intellectual property in the Code or any other intellectual property used in the provision of the Services shall remain the property of iTransact but iTransact shall grant to the Client an irrevocable non-assignable non-exclusive licence to use such intellectual property in connection with the use of the Services but for no other purpose, for no further consideration, subject to and after payment in full of all the Charges applicable thereto together with any interest referred to in clause 3 hereof.

13 Confidentiality

Any Data or other information provided by the Client which is so designated by the Client shall be kept confidential by iTransact but the foregoing shall not apply to any Data or other information which:

13.1 Is public knowledge at the time when it was so provided or at any future time when it becomes public knowledge through no fault of iTransact,

13.2 Is required to be disclosed by any competent authority or

13.3 Is or becomes independently known to iTransact free from any confidentiality restriction.

14. Warranties and Liability

14.1 Except in respect of death or personal injury caused by iTransact’s negligence or as expressly provided in these conditions iTransact shall not be liable to the Client by reason of any representation (unless fraudulent) or any implied warranty, condition or other term or any duty at common law or under the express terms of the Agreement for any loss of profit, loss of business or any indirect special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of iTransact or its servants or agents or otherwise) which arise out of or in connection with the provision of the Services or their use by the Client and the entire liability of iTransact under or in connection with the Agreement shall not exceed the amount of the Charges for the provision of the Services except as expressly provided in these Conditions.

14.2 iTransact shall not be liable to the Client or be deemed to be in breach of the Agreement by reason of any delay in performing or failure to perform any of iTransact’s obligations in relation to the Services if the delay or failure was due to any cause beyond iTransact’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the iTransact’s reasonable control:

14.2.1 Act of God, explosion, flood, tempest, fire or accident,

14.2.2 War or threat of war, sabotage, insurrection, civil disturbance or requisition,

14.2.3 Act, restrictions, regulations, bye-laws, prohibition or measures or any kind on the part of any governmental , parliamental or local authority,

14.2.4 Import or export regulations or embargoes,

14.2.5 Strikes, lockouts or other industrial actions or trade disputes (whether involving employees of iTransact or of a third party),

14.2.6 Difficulties in obtaining raw materials, labour, fuel, parts or machinery,

14.2.7 Power failure or breakdown in machinery.

15. Termination

15.1 Where an Initial Period is specified in the Order Sheet, the Agreement shall continue for the Initial Period and the Agreement will thereafter be automatically renewed on an annual basis but either party may terminate the Agreement for the provision of the Services at any time after the Initial Period by giving to the other not less than 30 days written notice to that effect expiring on the last day of the Initial Period or the last day of any subsequent Annual Period and upon the expiration of such notice, the Agreement for the provision of the Services shall determine. The Client shall pay to iTransact all Charges for the Services up to the date of such termination.

15.2 Either party may (without limiting any other remedy) at any time terminate the Agreement by giving written notice to the other if the other commits any breach of these conditions and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so or if the other goes into liquidation or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed.

15.3 In the event that the Agreement is terminated under the provisions of clause 15.2 above, the Client shall pay to iTransact a proportionate sum for Services as carried out up to the date of termination on the basis of time incurred and materials used and no refund shall be made of Charges already paid.

16. General

16.1 In providing the Services iTransact is acting as an independent contractor and is not acting as an employee of the Client.

16.2 These Conditions together with the terms set out in the Order Sheet constitute the entire agreement between the parties, supersede any previous agreement or understanding and may only be varied in accordance with these Conditions.

16.3 Neither party may assign, transfer or in any way make over any of its rights or obligations to any third party without the written consent of the other party.

16.4 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as any at the relevant time has been notified pursuant to this provision to the party giving the notice.

16.5 No failure or delay by either party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right and no waiver by either party of any breach of the Agreement by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

16.6 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.

16.7 English Law shall apply to the Agreement and the parties agree to submit to the jurisdiction of the English Courts.

16.8 It is not intended that any of the terms of the Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.