Terms and Conditions of our services - please read thoroughly
The following text is part of the contract between you and Business before Technology
so please ensure that you agree with all of this before
submitting your request.
There are 24 clauses in the contract.
Even if you have previously read clause 24, please do so again as it may have
been updated since you last visited this page as it contains conditions that
relate to the most common and most recent activities that are requested by our
If this request is not for your personal use then you are confirming that
you are authorised to act on behalf of the organisation that is
making the request.
The following text is part of the contract between you and Business before Technology
so please ensure that you agree with all of this before
submitting your request.
In the remainder of this document:
- "The Supplier" shall mean Business before Technology currently located at
151 Chester Road, Norbury Moor, Cheshire, SK7 6HD and
including future premises (also "We", "our", "its", "us").
- "The Customer" shall mean the company, firm or person who accepts
an estimate or quotation of the Supplier or whose order of Services
is accepted by the Supplier (also "You", "your").
- "The Services" shall mean the service provided by the Supplier
which the Customer selects as confirmed in the Service
Agreement which includes (without limitation) Graphic and Web Site Design,
Site and e-mail hosting,
Computer Data and Systems recovery,
Spam avoidance and amelioration,
Computer Virus elimination and prevention, etc..
- "Service Agreement" means the form signed by an authorised
agent of the Customer confirming and accepting the Services.
- "Customer's Material" means all materials supplied by the
Customer for the provision of the Services and shall include all
materials and information subsequently provided by the
Customer to be incorporated into the Service and/or the
Customer's Web Site pursuant to the contract.
- "Customer's Web Site" means the Web Site of the Customer, at
the URL address set out in the Service Agreement or as
otherwise advised by the Supplier, which is designed by and/or
hosted through the Supplier pursuant to the contract.
- "Domain Name" means the domain name(s) chosen by the
Customer as set out in the Service Agreement.
- "Offending Material" means any material, data, images or
information which is:
- in breach of any law. regulation, code or practice or
acceptable use policy; or
- abusive, indecent, defamatory, obscene or menacing or
otherwise offensive; or
- in breach of confidence, copyright or other intellectual
property rights, privacy or any other right of any third party.
- "Registry" means the relevant registry or naming authority
responsible for the registration of domain names which includes
(without limitation) Nominet UK and Network Solutions Inc.
- "Specification" means the specifications relating to the
prevision of the Services and/or the design of the Customer's Web Site.
- Words denoting the masculine gender include the feminine and
neuter and vice versa and words denoting the singular include
the plural and vice versa.
- The headings in these terms and conditions are for convenience
only and shall not affect their interpretation.
- Reference to any statute or statutory provision includes
reference to the statute or statutory provision as from time to
time amended, extended or re-enacted.
- Basis of contract:
- This contract constitutes the entire agreement between the
Supplier and the Customer. No conditions or terms stipulated in
any other communication or document shall vary or annul any
of these conditions except if they were expressly consented to
in writing by the Supplier. All employees or agents of the Supplier
are not authorised to make any representations concerning the
Services unless confirmed in writing. In entering into the
contract the Customer acknowledges that it does not rely on,
and waives any claim of breach of, any such representations
which are not so confirmed. We reserve the right to vary the
specification of all Services at any time, withdraw, modify or
amend any Service without prior notice
- Any typographical, clerical or other error or omission in any
sales literature including web site, estimate, quotation, price list,
acceptance of offer. invoice or other document or other information
issued by the Supplier shall be subject to corrections without
any liability on the part the Supplier
- No order which has been accepted by the Supplier may be
cancelled by the Customer except with the agreement in writing
by the Supplier and on terms that the Customer shall indemnify
the Supplier in full against all loss (including loss of profit),
costs (including the cost of all labour and goods used),
damages, charges and expenses incurred by the Supplier as a
result of Cancellation.
- Subject only to Clause 4, the Supplier is not responsible for
any material, data. images or information transmitted, used,
communicated, passed over or received, through or on the
Service. In particular. the Supplier does not warrant the quality
or accuracy of such material, data, images or information and is
not liable if they contain any Offending Material. The Customer's
use of such material, data, images or information is solely at
the Customer's own risk mind is subject to all applicable laws,
regulations, codes of practice and acceptable use policies.
- Domain names:
This Clause 3 shall only be applicable where the Service
includes the registration of domain names on behalf of the Customer.
- The Supplier does not represent that the Domain Name is
capable of being registered or that it will be registered. The
Customer should not assume registration of the Domain Name
until the Customer has been notified in writing that it has
been registered. Any action taken by the Customer before such
notification is at the Customer's risk.
- The registration and use of the Domain Name is subject to
the terms and conditions issued by the Registry from time to time.
The Customer will be legally bound by them. It is the Customer's
sole responsibility to get a copy of such terms and conditions
and the Customer must read, understand and comply with them.
- The Customer will have no claim against the Supplier if the
Registry refuses to register the Domain Name or suspend or
cancel it for any reason.
- The Supplier is not responsible nor liable for the Customer's
use of the Domain Name. If there is any dispute raised by any other
party, the Customer shall be solely responsible for resolving
such dispute with such party. In such event, the Supplier may
without notice withhold and suspend the Domain
Name without any liability to the Customer.
- The Supplier does not warrant that the Domain Name is or will
continue to be available for the Customer's use or that no other
domain name is or will be registered which conflicts with the
Domain Name or which otherwise affects the use of the Domain Name.
- The Supplier may choose to register and lease Domain Names
in the name of the Supplier for purposes including, but not limited to
the timely and efficient communication with the registry.
The Customer shall retain sole responsibility and full liability for all
Domain Names purchased on their behalf and any material available at those
Domain Name addresses on the Internet.
The Supplier shall communicate to the Customer all notices served to the
owner of the domain which are for purposes other than administering the
The Supplier shall release ownership of any Domain Names registered on
behalf of the Customer to the Customer on completion or termination of
this Contract subject to payment of any outstanding invoices.
- Web site design:
This Clause 4 shall only be applicable where the Service
includes Web Site design and/or maintenance.
- The Supplier will design the Customer's Web Site in accordance
with the Specification.
- The Supplier and the Customer shall in good faith discuss the
development and design of the Customers Web Site within the
parameters of the Specification. If there is any dispute, the
Suppliers views shall prevail.
- The Supplier may request the Customer to supply the
Supplier with the Customer's Materials as the Specification deems necessary.
The Customer shall promptly give its full co-operation in
providing such materials.
- The Supplier may (but is not obliged to) incorporate the
Customers Material or any part of it into the Customers Web Site.
- The Supplier warrants that nothing of the Customer's Material
contains any Offending Material
- If the Customer wishes to change the Specification or requests
the Supplier to make substantial changes to the Customers Web site:
the Customer shall give the Supplier at least fourteen (14) days'
written notice: and
- The Supplier may at its discretion charge such additional
fees as it deems fit.
Any such changes shall he subject to the Suppliers written
- The Customer may, within fourteen days (14) from the date
the customer's Web Site goes live on the Internet, request the
Supplier in writing to make any minor changes to the
Customer's Web Site design within the parameters of the
specification. The Supplier shall at its sole discretion decide
whether the changes so requested are minor. The Customer
shall be deemed to have approved the Customers Web Site
design upon the expiry of such fourteen (14) day period.
- Intellectual property rights:
- The intellectual rights of the Supplier to be identified as the
originators of all supplied services will be asserted by the Supplier
in accordance with the Copyright, Design and Patents Act 1988.
All trademarks, service marks and trade names are proprietary to the
Supplier. No part of any Services supplied may be modified, upgraded,
reproduced, republished, transmitted or distributed in any form or
by any means
electronic or mechanical, including downloading, copying,
capturing screen-shots, printing, photocopying, borrowing,
hiring, lending, recording, public performance, broadcasting or
by any information storage and retrieval system, now known or
hereafter invented, without express written permission from the
Supplier. Modification of the Services or use of the Services for
any other purpose is a violation of the Supplier's copyright and
other proprietary rights. For purposes of this contract, the use
of any such material on any other networked computer
environment is prohibited.
- All intellectual property rights in the Customer's Material
shall remain and vest in the Customer. The Customer grants and
warrants that it has the right to grant the Supplier a non-exclusive,
non-transferable licence to use the Customer's Material in connection
with the Services during the term of the contract.
- Where Clause 4 applies and subject to Clause 5.2 and
intellectual property rights in the Customer's Web Site designed by the
Supplier shall remain and vest in the Supplier. The Supplier
grants the Customer a non-exclusive, non-transferable licence to
use such Web Site only for the purpose of the Services during
the term of the contract.
- Variations in price and time:
- All estimates and quotations given by the Supplier shall be in
accordance with the current time costing given in respect of the
Customer brief and are subject to amendment by the Supplier
on or at any time after acceptance to, in writing, meet any
rise or fall in such costs at any time prior to the date of despatch.
- The Supplier shall be entitled to make a reasonable charge for
the storage of my Customers Material left with the Supplier
before commencement of the Services or after notification of
completion of the Services.
- Prices are valid for 30 days from the estimate or quotation date.
- All estimates and quotations given by the Supplier are
subject to written confirmation at the tune of acceptance upon receipt of
the Customer's order and remittance. Acceptance and execution
of orders is dependant upon the availability of Services and the
absence of any circumstances beyond the Supplier's control
which may hinder or prevent execution or acceptance.
- If payment is to he made by instalments and if the Customer
fails to pay any instalment on its due date then the Supplier
shall be entitled to demand payment of the full unpaid balance,
including but not limited to all arrears.
- Unless otherwise specified the times or dates quoted are for
completion of the Services at the Customer's specified address
as set out in the estimate for quotation. A charge may be made
to cover any extra costs involved in completion at a different
address not specified so the Service Agreement.
- Any times or dates given for the completion of the Services
shall be estimated only and whilst the Supplier will use its best
endeavours to meet such times or dates time shall not be of the
essence of the contract and the Supplier shall not he liable for
any failure to deliver or complete the work or any part thereof to time.
- Preliminary work:
- All Services carried out, whether experimentally or
otherwise at the Customer's reguest will be charged unless prior written
approval to vary these terms has been given by the Supplier
- It is the Customer's sole responsibility to comply with the
provisions of any statutes (including any regulations or orders
made thereunder) and any other obligations imposed by law
(including byelaws) applicable to all the Services supplied. It is
also the Customer's sole responsibility to obtain any and all
necessary intellectual property rights, clearances, and/or other
consents and authorisations in respect of the Services.
If such cases arise and are taken to court, the Supplier will he
indemnified by the Customer against any legal responsibility.
- The Customer agrees to indemnify and keep indemnified and
hold on demand harmless from and against any claim brought
against the Supplier by a third party resulting from the
provision of Services by us to you, including any loss or damage
resulting in delay of Services to the Customer beyond our control
and your use of the Services and in respect of all losses, costs,
actions, proceedings, claims, damages, expenses
(including reasonable legal costs and expenses)
or liabilities, whatsoever suffered and
howsoever incurred by us in consequence of your
breach or non-observance of these terms and conditions.
- Limitation of liability:
- We hereby exclude all conditions, terms, representations
(other than fraudulent representations) and warranties relating to the
Services supplied or the inability to use the Services supplied
under this contract (including, but not limited to, procurement
of substitute services; loss of data, contracts, or profits or
anticipated savings; or business interruption; or for any other
indirect or consequential or economic loss whatsoever), whether
imposed by statute or operation of law or otherwise, that are not
expressly stated in these terms and conditions including,
without limitation, the implied warranty of satisfactory quality
and fitness for a particular purpose, even if the Supplier or an
authorised representative of the Supplier has been advised of
the possibility of such damages.
- Nothing in these terms and conditions shall exclude our liability
for death or personal injury resulting from our negligence.
- Our total aggregate liability to you for any claim in contract, tort,
negligence or otherwise arising out of or in connection with the
provision of the Services shall be limited to the charges paid by
you in respect of the Services which are the subject of any such
claim and provided that you notify us of any such claim within a
- the event of error or omission the Customer will be entitled to
a refund of such part (not exceeding the whole) of the charge
(or the Services concerned as is fair and reasonable having
regard to the nature of the error or omission. Subject to Clause
10. The Supplier will not accept any liability in respect of errors
or omissions resulting from its own negligence.
- The Customer's Material, whether in the possession of the
Supplier in transit to or from the Supplier, shall he deemed to
be at the Customers risk and the Customer should insure accordingly.
If any of the Customers Material appears unsuitable to the
Supplier then the Supplier may charge the Customer for
alternative materials found during the Services except that if the
whole or any part of such additional cost could have been
avoided but for unreasonable delay by the Supplier in
ascertaining the unsuitability of the Customers Materials then
that amount shall not be charged to the Customer.
- The quantities of the Customer's Material supplied shall be
adequate to cover normal spoilage.
- Delivery and payment:
- The Services shall be accepted when tendered and thereupon or,
if earlier, on notification that the Services have been completed.
any payment shall become due. Normal terms of payment are
remittance of order or by invoice in UK Sterling. The time and
payment of invoices shall be of essence of the contract. Credit
terms shall only be accepted after completion and acceptance of
a credit account. The Supplier reserves the right to make credit
checks and request payment in advance.
- Should the Services he suspended at the request of or delayed
through any default of the Customer for a period of 30 days, the
Supplier shall then be entitled to payment for the Services
already carried out and other additional costs associated with
he carrying out of said Services.
- Any queries relating to an invoice wrist be raised as soon as
reasonably possible and not exceeding 30 days after the date of
the invoice otherwise it will be deemed to be approved and any
Customer's query waived.
All charges payable by you to us for the Services are exclusive
of Value Added Tax which shall be paid by you at the rate and in
the manner for the time being prescribed by law and shall he
due and payable immediately, or in the case of a credit account,
within thirty (30) days of our invoice unless prior written
approval to vary these terms has been given by the Supplier.
The provision by us of the Services is contingent upon our
having received cleared funds payment in full from you in
respect of the relevant Services. Without prejudice to our other
rights and remedies under this agreement, if any sum payable is
not paid on or before the due date, we reserve the right.
forthwith and at our sole discretion, to suspend the provision of
Services to you.
- All goods remain the property of the Supplier until they are paid
for in full. The Supplier reserves the right to repossess any
goods, literature, manuals, which have been given to the
Customer in connection with the Services that are not paid for
within 30 days of the invoice date. Any adjustments will be paid
less reasonable cost of recovery including work carried out and
other additional costs.
- The Supplier reserves the right to pass accounts not settled
within the specified terms to solicitors or a bailiff for collection.
- The Supplier reserves the right to charge interest on Overdue
accounts. Interest, where applicable, will be charged at 5% per
annum over the base rate of National Westminster Bank at the
time the debt becomes dine, or 12% per annum, whichever is
greater, such interest to accrue from day to day.
- Force majeure:
- Though every effort will be made to carry out the contract the
Supplier shall be under no liability if we shall be unable to carry
out any provision of the contract for any reason beyond our
control including (without limiting the foregoing) act of God,
war, strike, lockout or any other labour dispute, fire, flood,
drought, failure of power supply, communication network failures,
legislation or other cause
beyond the control of the Supplier. During the continuance of
such a contingency the Customer may by written notice to the
Supplier elect to terminate the contract and pay for Services
rendered, but subject thereto shall otherwise accept delivery
- This clause applies if:
- the Customer makes any voluntary arrangement with
your creditors or becomes subject to an administration
order or being an individual or firm) becomes bankrupt
or (being a company) goes into liquidation (otherwise
than for the purposes of amalgamation or
- an encumbrancer takes possession, or a receiver is appointed,
of any of the property or assets of the Customer: or
- the Customer ceases, or threatens to cease, to carry on
- the Supplier reasonably apprehends that any of the
events mentioned above is about to occur in relation to
the Customer and notifies the Customer accordingly.
- On termination of the contract we shall be entitled immediately
to cancel all Services. We shall them be entitled to payment for
work already carried out and other additional costs.
- Any notice to be given by either to the other party may be sent
by either email, fax or recorded delivery to the registered office
or principal place of business or other address of the other party
as appearing in this contract or ancillary application forms or
such other address as such part map from time to time have
communicated to the other in writing, and if sent by email shall
unless the contrary is proved be deemed to be received on the
day it was sent or if sent by fax shall he deemed to be served on
receipt of an error free transmission report, or if sent by
recorded delivery shall he deemed to he served two days
following the date of posting.
- Entire contract:
- These terms and conditions together with any documents
expressly referred to in them, contain the entire contract
between the Supplier and the Customer relating to the subject
matter covered and supersedes any previous contracts,
agreements, arrangements. undertakings or proposals, written
or oral, between the parties in relation to such matters. No oral
explanation or oral information given to any party shall alter the
interpretation of these terms and conditions. You confirm that,
in agreeing to these terms and conditions, you have not relied
on any representation save insofar as the same has expressly in
these terms and conditions been made a representation and you
agree that you shall have no remedy in respect of any
misrepresentation (other than a fraudulent misrepresentation)
which has not become a term of this contract. No waiver by the
Supplier of any breach of the contract by the Customer shall be
considered as a waiver of any subsequent breach of the same or
any other provisions. If any provision of this contract shall he
unlawful, void, or for any reason unenforceable, then that
provision shall he deemed severable from this contract and shall
not affect the validity and enforcability of any remaining
provisions. This is the entire agreement between the parties
relating to the subject matter herein and shall not be modified
except in writing, signed by both parties.
- The Supplier may cancel this agreement at anytime by giving
written notice to the Customer. The Supplier shall not be liable
for any loss or damage whatever arising from such cancellation.
- Neither party shall assign the whole or any part of the contract.
- Any dispute arising under or in connection with the contract
shall be referred to arbitration by a single arbitrator appointed
by agreement or in default nominated upon the application ot
oither party by the President for the time being of the Law
Society in accordance with the Arbitration Act 1996. The
arbitrator's decision shall be final and binding on both parties.
Costs shall be awarded by the arbitrator.
- No waiver by the Supplier of any breach of the contract terms
by the Customer shall he considered as a waiver of any
subsequent breach of the same or any other provision.
- (Except where in the public domain otherwise than as a result of
a breach of the contract) information which the Supplier
discloses or provides to the Customer and any information
relating to the Supplier, its business, goods, services or
processes which way have come or may come into the
possession or control of the Customer in the course of the
Contract shall be confidential and the Customer shall not use or
disclose such information except in relation to the contract.
- The illegality, invalidity or unenforceability of any clause or part
of the contract terms shall not affect the legality, validity or
enforceability of the remainder. If any such clause or part is
found by any competent court or authority to he illegal, invalid
or unenforceable the parties agree that they will substitute
provisions in a form as similar to the offending provisions as is
possible without thereby rendering them illegal, invalid or
- This agreement shall he governed by the laws of England and
the Customer hereby agrees to submit to the exclusive
jurisdiction of the English Courts.
- Terms and conditions relevant to, but not exclusive to this particular type of work
- Combatting Spam, Viruses, Worms and similar I.T.-related problems is
warfare against human opponents who are unknown and have resources that
are not just unknown but may be vastly increased by their ability to use
their network of associates. These opponents may also be able to direct
vastly superior technologies towards you and the I.T that you use.
It is possible that they could even take a personal interest in you and
bypass any mechanisms which aim to combat the technologies they use.
Because our ability and success in combatting these problems may be limited by
these problems the supplier does not and cannot offer a guarantee to provide
a solution to your problems and even if it does, there is no guarantee or
warranty that the solution will continue to be successful.
- Your choice of Supplier is based on your own judgement of
our ability to meet your current requirements. You absolve any organisation
or individuals of any misdeed in introducing us to you, even if they
undertake some or all of the work for the Supplier as part of this contract.
- You are responsible for ensuring that the equipment
that is being used is both safe and secure and that any data, settings,
programs and other I.T. related assets have been backed up in such a
manner that you would be able to restore any and all equipment to their
condition prior to making any changes to them.
This remains true even if we provide you with or recommend the
tools by which you perform these tasks.
- When providing support by telephone we will need to be able
to call you when you are at your PC.
There will be times when we will need you to be accessing the Internet
while still in conversation.
Our telephone support charges include us calling a normal UK landline
between 08:00 and 21:00 Mon-Fri.
If you require us to call numbers which are substantially more expensive
(e.g. a mobile) then the call time charged will be inflated
to reflect the extra cost to us. For example a fifteen minute call
to a mobile is charged at 30 minutes.
- All advice, guidance and recommendations regarding connecting
computers by means of any electronic network will be based on the customer
isolating that network and all computers on it from the Internet
unless agreed by Business before Technology in written communication
(including e-mail, FAX or letter) that this requirement is within the scope
of the project undertaken.
It is very strongly recommended that any subsequent decision to connect
any computer on such an internal network to the Internet is reviewed by
ourselves or equally competent I.T. specialists to create a fully costed
proposal including risk assessments, documentation and manpower estimates.