Terms & Conditions
Definitions
In this Agreement the following words and expressions shall have the following meanings:
A 'Project' is any work undertaken or service provided by Somlogix for the Client on their request and as described in our confirmation order email to that Client.
‘SOMLOGIX’ means SOMLOGIX.
A 'Client' is a person, persons, business or organisation using any of the services provided by Somlogix.
'Domain' is the website address as specified by the Client.
'Hosting' is a yearly cost to keep a clients website activated online.
'Content' is both text and images that the Client requires on the website.
'Open Source Software' is software made freely available to anyone under the GNU General Public License (GPL).
‘downtime’ means any service interruption in the availability to visitors of the Website;
‘intellectual property rights’ means patents, trademarks, design rights, applications for any of the foregoing, copyright, topography rights, database rights, rights in know-how, trade or business names and other similar rights or obligations, whether there registration is possible or not in any particular country.
‘IP address’ stands for internet protocol address which is the numeric address for the server;
ISP" stands for internet service provider;
‘server’ means the computer server equipment operated by SOMLOGIX in connection with the provision of the Services;
‘the Services’ means web hosting, domain name registration, email and any other services or facilities provided by SOMLOGIX.
‘spam’ means sending unsolicited and/or bulk emails;
‘virus’ means a computer programme that copies itself or is copied to other storage media, including without limitation magnetic tape cassettes, memory chips, electronic cartridges, optical discs and magnetic discs, and destroys, alters or corrupts data, causes damage to the user's files or creates a nuisance or annoyance to the user and includes without limitation computer programs commonly referred to as "worms" or "trojan horses";
‘visitor’ means a third party who has accessed the Website;
Product specifications and details may be found at www.somlogix.com.
Words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders.
The headings of the paragraphs of this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.
Design
1. The contract between Somlogix and the Client will be on these conditions, to the exclusion of all other terms and conditions. Any variations to these conditions shall have no effect unless agreed in writing.
2. The works to be carried out shall be explained in the confirmation order email sent by Somlogix at the outset.
3. Email will be the method of contact with regard to all communication. Although Somlogix can be contacted by telephone, we will use email as our method of communication and therefore it is the Client's responsibility to inform us of any change in email address so we always have the up to date contact details. Somlogix cannot be held liable in any way relating to communication issues if we are not supplied a valid and current email address. Somlogix will acknowledge all emails within 1 working day.
4. Somlogix will only commence work on a Project after receipt of a non refundable, 50% deposit of the quoted Project fee. Somlogix will require a further 25% payment upon overall approval of the main home page design. The final 25% payment is to be made on completion of the website before the website is made ‘live on the internet.
5. The deposit paid to Somlogix covers the cost of design work carried out as well as any admin work and communication with Somlogix. The deposit is non refundable.
6. Somlogix shall expect the Client to carry out sufficient research before proceeding with a website. This will include checking that the website/idea/business will operate legally. It is important that the website is not in any way illegal.
7. It is important for the Client to keep in contact with Somlogix throughout the entire Project. If a Client does not make contact for 1 week we will make up to 5 attempts to contact the client by email using the email address specified when the client went ahead. If we do not receive a response to these attempts of contact the Project may be terminated, and the deposit will not be refunded.
8. Where images used on the website have been purchased by Somlogix on behalf of the Client, these images are strictly for use on the website only. Somlogix are not liable for misuse of these images by the Client or any other person’s copying, altering or distributing the images to individuals or other organisations.
9. Somlogix will host the website if the Client requires us to do so and on receipt of full payment of our Hosting fees. In doing so, Somlogix will endeavour to provide a reliable and professional service to the Client at all times but do not guarantee that the website Hosting will be available at all times, especially in the event of a technical failure beyond our control.
10. Hosting offered by Somlogix is limited to the standard eBusiness Hosting Package as described on www.somlogix unless otherwise stated in a separate contract.
11. Somlogix cannot be held responsible for anything adversely affecting the Client's business operation, sales, or profitability that might be claimed is a result of a service offered by Somlogix.
12. Where asked to provide search engine optimisation for a Client, Somlogix do not guarantee any specific placement or high ranking on search engines.
13. If requested Somlogix will provide the Client with an expected completion date for the Project – with the project live on the internet. Somlogix will endeavour to meet any given deadline, but do not guarantee and are not bound in any way to complete the Project by this date. The expected completion date provided by any employee of Somlogix is purely an estimate.
14. It is the Client’s responsibility to check with Somlogix whether Open Source Software is being used or not.
15. The Client shall not be charged for Open Source Software. If there is a charge for a website using Open Source Software, the Client is paying for the installation time. Open Source Software is not owned by Somlogix or the Client.
16. Somlogix own all design and code of the website until final payment has been received in full. Once final payment is received, the Client will then own the design and code of the website, unless Open Source Software is used. Images will have been purchased by Somlogix for the Client, unless the images have been supplied by the Client. Images purchased by Somlogix are licensed only for use on the client website and are limited to no more than 20 images dependent on the size of the project. Item 17 is subject to item 16.
17. All images displayed on the Client's website will only be used after authorisation by the Client, and are the sole responsibility of the Client regarding usage and copyright. Should any legal issues or claims arise from the content or copyright of any images supplied by the Client or Somlogix, they will be the sole responsibility of the Client.
18. Domain names will be registered by Somlogix and also registered to the Somlogix current address. Although the domain names are registered to Somlogix , the Client is the legal owner of the domain and if they request to have details changed or the domain transferred elsewhere, Somlogix will do this within a reasonable timeframe.
19. A domain name will be registered by Somlogix on behalf of the client once we have received the 50% deposit, 25% design payment, 25% final payment and a completed creative brief.
20. It is the responsibility of the Client to renew their domain names when due. If a domain name expires, Somlogix cannot be held liable for this. However, Somlogix will make reasonable effort to contact the Client regarding domain renewal.
21. Somlogix will provide 1 years free hosting with a website design project.
22. When a Client renews Hosting with Somlogix, this also includes domain renewal if the renewal is needed to keep the site functioning and was purchased as part of the Standard Hosting Package. If the Client does not renew the Hosting, their domain name could be made available to the public for purchase and Somlogix cannot be held liable for this.
23. Renewal of Hosting is due on a yearly basis. The date of renewal will be annually from the date the website was made live. The Hosting will not be renewed if Somlogix cannot contact the Client or the Client requests for Somlogix to not host this site. This will also affect the domain as per item 22.
24. The Hosting renewal charge must be received within 10 days of the Hosting expiry date. Somlogix reserve the right to deactivate any website where the Hosting has expired and the Client has not paid the renewal charge. There will be an admin fee set by Somlogix for reactivating the website/Hosting.
25. If the Client does not use Somlogix Hosting services, then the management and Hosting of the Domain name are the full responsibility of the Client.
26. A Client may move Hosting away from Somlogix or transfer a Domain name away from Somlogix at anytime, without charge. Any remaining value of the balance of hosting will not be returned.
27. Somlogix has no control of, or responsibility for, the content of Clients’ websites. In no way does the textual or image based Content of our Client's web sites constitute Somlogix endorsement, or approval of the website or the material contained within the website. Somlogix has not verified any of the materials, images or information contained within our Client's web sites and is not responsible for the content or performance of these sites or for the Client's transactions with them. Somlogix provides links or references to our Client's websites solely for the convenience of prospective customers and intends that the links it provides be current and accurate, but does not guarantee or warrant that such links will point to the intended Client site at all times.
28. Somlogix are not liable for loss, damage or corruption to files or information stored on its servers or individual PCs relating to a Client's website. The Client is solely responsible for any information or files relating to its website.
29. If a Domain name is purchased by the Client through a company other than Somlogix, the Client has full responsibility in making sure that the domain name is renewed when due. Somlogix will not renew the Domain name when annual Hosting renewal is due if the Domain name is purchased through a company other than Somlogix.
30. Somlogix makes no claims that the contents of this website may be lawfully viewed or downloaded outside England and Wales. Access to this website may not be legal by certain persons or in certain countries. If this website is accessed from outside of the United Kingdom, it is done at own risk and the visitor is responsible for compliance with the relevant laws of the visitor’s jurisdiction. The terms and conditions of this website are governed by the laws of England and Wales. Jurisdiction for any claims arising in respect of this website’s Content shall lie exclusively with the courts of England. If any provision of these terms and conditions is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these terms and conditions, which shall remain in full force and effect.
Hosting
The Customer wishes to provide SOMLOGIX with data that will be hosted on SOMLOGIX’s servers and made accessible via the Internet.
SOMLOGIX provides web hosting services and has agreed to host the Customer's data upon the following terms and conditions.
1. DUTIES
i. SOMLOGIX shall provide to the Customer the Services specified in their order subject to the following terms and conditions.
ii. The Customer shall deliver to SOMLOGIX the website and the software used in the website which is owned by the Customer, or licensed to him by a third party or SOMLOGIX ("the Customer Software), in a format specified by SOMLOGIX.
iii. CHARGES ,PAYMENT AND MONEY-BACK GUARANTEE
iv. Payment methods include credit cards (including MasterCard and Visa), debit cards (including Switch/Maestro), bank transfers and cheques.
v. SOMLOGIX do not accept postal orders, cash or any other form of payment other than those outlined in 4.
vi. The Charges are exclusive of VAT, which if payable shall be paid by the Customer.
vii. SOMLOGIX shall be entitled to charge interest in respect of late payment of any sum due under this Agreement, which shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 8% per annum above the base rate of the Bank of England from time to time in force.
viii. SOMLOGIX do not provide credit facilities.
ix. SOMLOGIX provide "Money-Back Guarantees" on certain products. Should your product qualify for this guarantee please raise a support ticket at www.somlogix.com within 30 days of placing your order for a full refund. This guarantee excludes domain names which may not be cancelled once ordered. Customers are limited to using the money-back guarantee once.
x. Pro-rata refunds will not be issued for yearly services that are cancelled before the end of the year.
xi. Should your chosen payment method fail SOMLOGIX will attempt to settle your invoice using any other payment facilities available on your account.
xii. All services will renew until cancelled by the customer. SOMLOGIX emails the customers primary email address prior to renewal of services, it is the customer’s responsibility to cancel services prior to renewal as no refund can be made once renewal has occurred. Customers must notify us at least 72 hours before a service is renewed if they wish to cancel that service. The cancellation process must be fully completed by you before your account is cancelled.
2. IP ADDRESSES
i. SOMLOGIX shall maintain control and ownership of the IP address that is assigned to the Customer as part of the Services and reserves the right in its sole discretion to change or remove any and all IP addresses.
ii. Where SOMLOGIX changes or removes any IP address it shall use its reasonable endeavours to avoid any disruption to the Customer.
3. SOFTWARE LICENCE AND RIGHTS
i. If the Customer requires use of software owned by or licensed to SOMLOGIX ("SOMLOGIX's software") in order to use the Services, SOMLOGIX grants to the Customer and its employees, agents and third party consultants and contractors, a royalty-free, world-wide, non-transferable, non-exclusive licence to use SOMLOGIX Software in object code form only, in accordance with the terms of this Agreement. For the avoidance of doubt, this Agreement does not transfer or grant to the Customer any right, title, interest or intellectual property rights in SOMLOGIX Software.
ii. In relation to SOMLOGIX's obligations under this Agreement in connection with the provision of the Services, the Customer grants to SOMLOGIX a royalty-free, world-wide, non-exclusive licence to use the Customer Software and all text, graphics, logos, photographs, images, moving images, sound, illustrations and other material and related documentation featured, displayed or used in or in relation to the website ("the Content"). For the avoidance of doubt, this Agreement does not transfer or grant to SOMLOGIX any right, title, interest or intellectual property rights in the Customer Software or the Content.
iii. The Customer undertakes that he will not himself or through any third party, sell, lease, license or sublicense SOMLOGIX Software.
iv. SOMLOGIX may make such copies of the Customer Content as may be necessary to perform its obligations under this Agreement, including backup copies of the Content. Upon termination or expiration of this Agreement, SOMLOGIX shall destroy all such copies of the Content and other materials provided by the Customer as and when requested by the Customer.
4. SERVICE LEVELS AND DATA BACKUP
i. SOMLOGIX shall use its reasonable endeavours to make the server and the Services available to the Customer 100% of the time but because the Services are provided by means of computer and telecommunications systems, SOMLOGIX makes no warranties or representations that the Service will be uninterrupted or error-free and SOMLOGIX shall not, in any event, be liable for interruptions of Service or downtime of the server.
ii. SOMLOGIX carries out data backups for use by SOMLOGIX in the event of systems failure. SOMLOGIX do not provide data restoration facilities for individual customers. Even though every effort is made to ensure data is backed up correctly SOMLOGIX accepts no responsibility for data loss or corruption.
5. ACCEPTABLE USE POLICY
i. The website and use of the Services may be used for lawful purposes only and the Customer may not submit, publish or display any content that breaches any law, statute or regulation. In particular the Customer agrees not to:
ii. use the Services or the website in any way to send unsolicited commercial email or "spam", or any similar abuse of the Services;
iii. send email or any type of electronic message with the intention or result of affecting the performance of any computer facilities;
iv. publish, post, distribute or disseminate defamatory, obscene, indecent or other unlawful material or information, or any material or information which infringes any intellectual property rights (for the avoidance of doubt this includes licensed software distributed as Warez), via the Services or on the Website;
v. threaten, abuse, disrupt or otherwise violate the rights (including rights of privacy and publicity) of others;
vi. engage in illegal or unlawful activities through the Services or via the Website;
vii. make available or upload files to the website or to the Services that the Customer knows contain a virus, worm, trojan or corrupt data; or
viii. obtain or attempt to obtain access, through whatever means, to areas of SOMLOGIX's network or the Services which are identified as restricted or confidential. This includes leaving your home directory whilst using SSH access to servers.
ix. operate or attempt to operate IRC bots or other permanent server processes.
x. The Customer has full responsibility for the content of the Website. For the avoidance of doubt, SOMLOGIX is not obliged to monitor, and will have no liability for, the content of any communications transmitted by virtue of the Services.
xi. If the Customer fails to comply with the Acceptable Use Policy outlined in Clause 5. SOMLOGIX shall be entitled to withdraw the Services and terminate the Customer's account without notice.
6. ALTERATIONS AND UPDATES
i. All alterations and updates to the website shall be made by the Customer using the online account management facility, FTP access or SSH access where available. The Customer will be issued with a user name and password in order to access the account. The Customer must take all reasonable steps to maintain the confidentiality of this user name and password. If the Customer reasonably believes that this information has become known to any unauthorised person, the Customer agrees to immediately inform SOMLOGIX and the password will be changed.
7. WARRANTIES
i. The Customer warrants and represents to SOMLOGIX that SOMLOGIX's use of the Content or the Customer Software in accordance with this Agreement will not infringe the intellectual property rights of any third party and that the Customer has the authority to license the Content and the Customer Software to SOMLOGIX as set out in Clause 3.ii.
ii. All conditions, terms, representations and warranties that are not expressly stated in this Agreement, whether oral or in writing or whether imposed by statute or operation of law or otherwise, including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded. In particular and without prejudice to that generality, SOMLOGIX shall not be liable to the Customer as a result of any viruses introduced or passed on to the Customer.
8. INDEMNITY
i. The Customer agrees to indemnify and hold SOMLOGIX and its employees and agents harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against SOMLOGIX arising out of any breach by the Customer of the terms of this Agreement or other liabilities arising out of or relating to the Website.
9. LIMITATION OF LIABILITY
i. Nothing in these terms and conditions shall exclude or limit SOMLOGIX's liability for death or personal injury resulting from SOMLOGIX's negligence or that of its employees, agents or sub-contractors.
ii. The entire liability of SOMLOGIX to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.
iii. In no event shall SOMLOGIX be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or SOMLOGIX had been made aware of the possibility of the Customer incurring such a loss.
10. TERM AND TERMINATION
i. This Agreement will become effective on the date the service is ordered and shall continue until terminated by either party in writing of its intention to terminate the Agreement.
ii. SOMLOGIX shall have the right to terminate this Agreement with immediate effect by notice in writing to the Customer if the Customer fails to make any payment when it becomes due.
iii. Either party may terminate this Agreement forthwith by notice in writing to the other if:
iv. the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or
v. the other party commits a material breach of this Agreement which cannot be remedied under any circumstances; or
vi. the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or
vii. the other party ceases to carry on its business or substantially the whole of its business; or
viii. the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
ix. Any rights to terminate this Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of this Agreement as at the date of termination.
x. On termination all data held in the customer’s account will be deleted.
11. ASSIGNMENT
i. SOMLOGIX may assign or otherwise transfer this Agreement at any time.
ii. The Customer may not assign or otherwise transfer this Agreement or any part of it without SOMLOGIX's prior written consent.
12. FORCE MAJEURE
