1. THIS AGREEMENT

• These terms and conditions together with the Hazel Brown Customer Agreement and the Privacy Policy expressly referred to in this Agreement contain the entire Agreement between Hazel Brown Consulting Ltd ('us / we') and the Customer ('you'). It supersedes any previous Agreements or arrangements, undertakings or proposals, written or oral. No change to it can apply unless it is in writing and is signed by one of our Directors and someone authorised by you. The Domain Name Policy which can be accessed as set out at 1c. below, also contains important terms with which you must comply.



• Under this Agreement, we agree to provide you with the products and services set out in the Hazel Brown Customer Agreement, which include, as applicable, Website construction; Hosting; E-mail and Domain Name Registration (the 'Services'), and you agree to make payment(s) according to the terms of this Agreement. We reserve the right to decline any order in our sole discretion.



• Please refer to the Privacy Policy details of which can be found at the URL www.hazelbrown.co.uk. The Domain Name Policy applicable to you can be accessed from http://resellers.tucows.com/contracts/tld/exhibita. The Domain Name Policy may be amended, from time to time, and you should check it periodically to ensure that you are aware of any changes.



• The minimum term in respect of the provision of the Services (the 'Initial Term') is that stated in the 'Duration and Costs' section of the Hazel Brown Customer Agreement, any additional period(s) shall be referred to as the 'Renewed Term'.



• You represent and warrant to us that you will use the Services only in the ordinary course of your business and not as a consumer.



• The Services are directed at use by businesses in England, Scotland, Wales and Northern Ireland.



• If we do not, at any time, enforce any of our rights under this Agreement, we do not give up any of those rights.



• If you are a partnership of two or more persons, you will be liable for payments individually and together.



• If any provision of this Agreement is held by a court of competent authority to be unenforceable or illegal, the remaining provisions shall remain in full force and effect.

2. PAYMENTS

• The payments that you must make under this Agreement are set out in the Hazel Brown Customer Agreement.



• When payment is due in respect of a Service, we will send you an invoice for the Charges and (in the absence of any other specific arrangement between you and us in relation to your Order) you must pay us the whole amount shown within 30 days of the date of the invoice.



• Your Initial Payment is not refundable in all circumstances.



• Charges are in Pound Sterling (£) exclusive of VAT which, if payable, will be added to your invoice and which you must pay in addition.



• If any credit card payments are charged back or any cheques are returned unpaid, (in either case, whether on your instructions or not), each rejection will incur a £20 administrative charge.

3. CUSTOMER SUPPORT

We will provide you with technical support relating to e-mail services provided by us by email during the hours of 09:30 and 18:00 Monday to Friday excluding Bank Holidays.

4. SERVICES

• You acknowledge that you are fully responsible for the use that you make of the Services, and the results that you obtain from that use.



• We will use all reasonable endeavours to ensure that your website is available as quickly as possible, but we do not guarantee its availability within any particular time period.



• You must provide us with such information as we may require to enable us to complete your Website within the agreed timescale for the receipt of that information. If you fail to provide it within a reasonable period, you must still make the payments due under this Agreement (and/or Hazel Brown Customer Agreement).



• If we have developed a Website for you as part of the Services, you must check that it meets your original specification. If it does not, you must inform us, by first class post, e-mail or fax, within 7 days of our delivery of the Website to you. If you do not bring alterations to our attention, then you will be deemed to have accepted the Website as presented.



• Any structural amendment to the Website (other than updateable pages or databases) developed by us may only be made by us and will be charged for at agreed rates. We reserve the right to charge you for any additional investigative or rectification work arising from your making or attempting to make any structural alterations.



• Any text or graphic amendments to the Website must be acceptable to us. If any text or graphic amendments made by you are not acceptable to us,or if any person appears to have reasonable grounds for complaint (whether in respect of those amendments, any Content (as defined at clause 10b.) or otherwise) we may, in addition to choosing whether to exercise our other rights under this Agreement, edit the content of the Website or add a disclaimer to it.



• We grant to you a non-exclusive, non-transferable and restricted licence to use the Services for the Initial Term and any Renewed Term(s).



• All intellectual property rights we, or our licensors, hold in any software; documentation, graphics, logos, photographs, design (including the selection and arrangement thereof) and other similar material we provide to you in connection with the Services will remain our property or that of our licensors. Permission is granted to print off hard copy portions of the website, but any other use without our prior written consent is strictly prohibited.



• From time to time, we may alter the form of all or part of the Services. We will use all reasonable endeavours to ensure that the overall quality and quantity of the Services remain essentially of the same nature.



• We do not warrant that the provision of the Services (including, for the avoidance of doubt, access to the Internet) will be continuous, error-free or meet your requirements.



• We reserve the right to interrupt the Services for the purpose of repair, upgrade or maintenance or to vary the technical specification of the Services for operational reasons.



• If we agree to transfer the hosting and maintenance of your Website to another service provider, for any reason, you acknowledge that the same level of functionality may not be achieved post-transfer.

5. DOMAIN NAMES

• We may refuse to register and / or to provide other Services in respect of any domain name that we consider to infringe any third party's intellectual property rights, rights of privacy, publicity or any other rights whatsoever, or to be obscene, libellous, defamatory or in any other way unlawful.



• We will use all reasonable endeavours to ensure that any acceptable domain name you request is successfully registered on your behalf, but we do not warrant that any application will be successful. If we are unable to register any domain name you request, we will ask you for an alternative.



• You must inform us, by e-mail or fax, within 24 hours of your becoming aware that any error has been made in the form or registration of a domain name.



• Domain name renewal fees may be payable by you in the Initial Term and / or in any Renewed Term. If you do not pay renewal fees when we request payment from you, your domain name will not be renewed and we will no longer be able to provide the Services to you. This will constitute a material breach of the Agreement on your part, entitling us to bring the Agreement to an end.



• If this Agreement comes to an end, for any reason, our obligation to provide the Services will come to an end. We will not be responsible for the renewal of any domain name registered on your behalf after that time.



• We may suspend, cancel or transfer a domain name registration if we receive notice of a court order or arbitration award requiring such suspension, cancellation or transfer.

6. USAGE OF THE INTERNET

• You may not in any circumstances do any of the following in any chat room or otherwise in relation to the website:-



• publish or distribute material that is defamatory, unlawful, objectionable, obscene or in breach of confidence or privacy;



• harass, threaten, stalk or abuse others or otherwise violate their legal rights or behave in a manner that causes annoyance or inconvenience;



• send or receive material protected by intellectual property laws or any other laws unless you own those rights or have received all necessary consents;



• send material containing viruses or any corrupted data;



• post chain letters or pyramid schemes;



• send any electronic message with the intention or result of affecting the performance of function of any computer facilities; or



• act in any manner contrary to applicable law or regulation, including but not limited to the acceptable use and anti-spam policies of connected networks.



• We reserve the right (but do not take on the obligation) to monitor use of the website and to remove anything contained in it for any reasons without notice.

7. THIRD PARTY SERVICES

• You understand and agree that where a service is identified in the Hazel Brown Customer Agreement as a 'Third Party Service', or where you have been informed or where it is evident that any part of the Services are provided to you by a third party, (together, 'Third Party Services'), you must comply with the relevant third party's authorisation procedure, conditions of use and terms of business.



• You acknowledge that we do not warrant or represent any quality, term, condition or warranty as to the format, functionality or features of:-



• any Third Party Services; or



• any other services provided by third parties that are included in any promotional material provided by us. This being the case, we cannot be held responsible for the actions or omissions of any third party provider of services to you and you must ensure that you obtain any assurances you require directly from them.



• Terms and Conditions relating to Third Party Services can be located at www.istart.Hazel Brownconsulting.com/thirdpartyterms.

8. WARRANTIES

• The express terms of this Agreement are in lieu of all other warranties, terms and conditions, express or implied, which are excluded to the fullest extent permitted by law. Without prejudice to the generality of the foregoing, we disclaim all responsibility for any information, material, software, advice, material or goods and services obtained from the Internet and any acts or omissions of providers of third party services, (as described at clause 7 above).



• You warrant to us that you were not induced to enter into this Agreement due to any misrepresentation (excluding fraudulent) by us, our officers, employees or agents.

9. EXCLUSIONS

• Nothing in this Agreement shall be construed so as to exclude our liability in respect of injury or death to any person resulting from our negligent act or omission or the negligent act or omission of our employees or agents.



• Subject to sub-clause c. below, our liability to you caused by:



• our negligent act or omission or the negligent act or omission of our employees or agents; or



• breach of contract, shall be limited to direct damages of an amount equal to the aggregate of the total sums received by us from you under this Agreement, from the time of its commencement to the date of notice to us of the alleged breach. c. We will not in any circumstances be liable to you for any:-



• loss of profits, business, or anticipated savings or for any indirect or consequential loss or damage, howsoever arising. These losses include those incurred as a result of service or systems failure, including domain name system failure, server failure, access delays or interruptions, data non-delivery or misdelivery, breaches of security or unauthorised use of the Website or any damage arising from "hacking" or otherwise, even if we have been advised of the potential for such damage or loss and even if we may reasonably foresee the possibility of such damage or loss; or



• loss or the failure to perform any obligation under this Agreement to the extent that any such loss or failure to perform is due to circumstances beyond our control.



• You and we expressly exclude any rights of third parties who may otherwise be entitled to enforce the terms of this Agreement as if they were a party to it or otherwise rely on the provisions of the Contracts (Rights of Third Parties) Act 1999, as enacted or modified, from time to time.

10. YOUR FURTHER OBLIGATIONS

You:

• will give us any assistance we require in providing the Services to you;



• warrant and undertake to us that you have all necessary legal rights in all information, design, data, graphics, you use or provide to us to use for inclusion on the Website (the 'Content') and that the Content and your domain name(s) do not infringe any third party's intellectual property rights, rights of privacy, publicity or any other rights whatsoever and is not obscene, libellous, defamatory or in any other way unlawful;



• will be responsible for the accuracy and completeness of the Content and for ensuring that it is useable by us in the construction of your Website;



• will notify us by e-mail or fax of any defects in the Service within 24 hrs of your becoming aware of it;



• will not amend, decompile, disassemble or reverse engineer any software created by us without our written consent;



• are responsible for the security and proper use of any passwords and / or identifiers which are issued to you and must take all reasonable steps to keep the same confidential and not to disclose it to unauthorised people; you must inform us by e-mail or fax within 24 hours of your having reason to believe that a breach of your security, passwords and / or identifiers has or may have occurred;



• will keep back-ups of your material (including e-mails) and of all your data and you will be responsible for the restoration of any material or data which is lost, spoiled, or inaccessible;



• will be responsible for complying with all relevant legal and statutory requirements relevant to using and / or trading over the Website and understand that your use of the Internet is at your own risk;



• will provide us with your up-to-date contact and banking details, from time to time;



• will not transfer or assign this Agreement to someone else without our written consent.

11. INDEMNITY

You agree to indemnify us, our officers, partners and agents from and against all actions, demands, costs, losses, liability, expenses and claims ('Claims') we may sustain or which may be brought against us that arise from your breach of this Agreement, your use or misuse of the Services, or as a result of your infringing (innocently or knowingly) third party rights.

12. DEFAULT

We may terminate this agreement by notice in writing to you if:

• you commit a material breach of this Agreement and fail to remedy it within 14 days of service of a written notice from us, specifying the breach, requiring its remedy and referring to our right to terminate this Agreement in the event of default; or,



• you have a receiver appointed over any of your assets, become insolvent or are, in our opinion, unable to pay your debts; or,



• you cease to trade or your partnership is dissolved.

If we end the Agreement, you will cease to be entitled to use the Services and we will not be responsible for any data which remains on our network after the date of the termination.

13. NOTICES

We will give notices to you by e-mail or post. Any notices sent by post will be deemed served 2 days after posting.

14. GOVERNING LAW

English law governs this Agreement. Any dispute as to the provision of the Services or as to this Agreement will be subject to the jurisdiction of the English courts.

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