Kaleidoscope
These terms and conditions shall apply
to the agreement between "Kaleidoscope Design
Ltd" and the" Client" applying
for the provision of services by Kaleidoscope
These terms and conditions together with
any documents expressly referred to in them,
contain the entire Agreement between us
relating to the subject matter covered and
supersede any previous Agreements, arrangements,
undertakings or proposals, written or oral:
between us in relation to such matters.
No oral explanation or oral information
given by any party shall alter the interpretation
of these terms and conditions.
In agreeing to these terms and conditions,
you have not relied on any representation
other than those expressly stated in these
terms and conditions and you agree that
you shall have no remedy in respect of any
misrepresentation which has not been made
expressly in this Agreement.
DEFINITIONS
In this Agreement, the following expressions
shall mean:-
“Kaleidoscope Design Ltd” –
Kaleidoscope Design Ltd its, employees, consultants
or agents.
“Client” – individual,
business, partnership, company or charity
obtaining or proposing to obtain goods or
services from Kaleidoscope
"Intellectual Property Rights"
- copyrights, patents, registered and unregistered
design rights, topography rights, trademarks
and service marks and applications for any
of the foregoing, together with all trade
secrets, know-how, rights to confidence
and other intellectual and industrial property
rights in all parts of the world.
"Inappropriate Material" - material
that under the laws of any jurisdiction
where the material can be accessed is or
may be any of the following:- abusive, defamatory,
harmful, libelous, malicious, obscene, pornographic,
profane, threatening, unlawful, infringes
any Intellectual Property Rights, constitutes
or encourages a criminal offence or contains
a virus, worm, trojan horse or other harmful
code
"Relevant Legislation" - such
laws of England and the Client's country
as relate to data protection and any laws
of England and the Client's country governing
Inappropriate Material.
"Services" - the services identified
to be provided by Kaleidoscope Design Ltd to the
Client on any letter of confirmation, quotation
or other correspondence from Kaleidoscope Design
Ltd to the Client.
DOMAIN NAME REGISTRATION AND TRANSFER
OUT
The registration and use of the client's
domain name is subject to the terms and
conditions of use applied by the relevant
naming authority. Kaleidoscope Design Ltd will
not be liable to any claim in respect of
refusal to register a domain name.
Kaleidoscope Design Ltd normally holds domain
name(s) in trust of its client. If the client
wishes, we will transfer the domain name(s)
to the client at any time without charge,
provided full payment for the service has
been received by us.
We accept no liability in respect of the
use by you of any domain name; any dispute
between you and any other person must be
resolved between the parties concerned in
such dispute. If any such dispute arises,
we shall be entitled, at our discretion
to suspend or cancel the hosting of website
with the disputed domain name. We shall
also be entitled to make representations
to the relevant naming authority but will
not be obliged to take any part in any such
dispute.
Should the client request transfer out of
any domain name from Kaleidoscope Design Ltd's
control, then an administration fee based
on the charge levied by our suppliers, plus
£15 will be payable. No guarantee,
warranty or liability can be given or accepted
in respect of timescale or accuracy as this
is reliant on third party involvement.
PAYMENT & SERVICES
Kaleidoscope Design Ltd will carry out work for
clients in accordance to their instructions,
as agreed between Kaleidoscope Design Ltd and
the client.
A deposit of purchase order of the agreed
initial project cost is normally required
or email communicating an authority to proceed
from the client.
Kaleidoscope Design Ltd will invoice the client
on completion of the agreed work. The client
then has a period of up to 7 working days
to approve our work.
Kaleidoscope Design Ltd will carry out, free
of charge, minor modifications as suggested
by clients, subject to the condition that
the changes suggested by the client are
not unreasonable and do not involve substantial
deviation from the Kaleidoscopeal contract between
Kaleidoscope Design Ltd and the client.
Non-delivery or non-performance of services
by any third party shall not give the Client
any right to delay any payment to Kaleidoscope
Design Ltd or to make any claim whatsoever
against Kaleidoscope
Any additional services requested, at any
time, will be charged at the current standard
rates.
The Client agrees to make payment for the
Services by payment of invoice within 28
days of the invoice date. All payments shall
be made by cash or cheque. Payment is not
accepted by credit or debit card. If any
monies become overdue for payment Kaleidoscope
Design Ltd may remove, or not remove, the
Clients web site from the hosting service,
without prejudice to Kaleidoscope Design Ltd's
rights to claim for the first monies owed,
interest and costs of collection.
If payment is not made on the due date
Kaleidoscope Design Ltd shall be entitled without
limiting any other rights it may have to
charge interest on the outstanding amount
(both before and after any judgment) at
the rate of 5% above the base rate from
time to time of the four major clearing
banks from the due date until the outstanding
amount is paid.
INDEMNITY
The Client hereby agrees fully to indemnify
and keep indemnified and hold harmless Kaleidoscope
Design Ltd, its employees and agents from
and against any and all claims, costs, damages,
losses or liability (whether civil or criminal)
and expenses (including, but not limited
to, legal fees) sustained or incurred by
Kaleidoscope Design Ltd or any of its employees
and agents directly or indirectly and any
claim brought against us by a third party
resulting from the provision of Services
by us to you and or your use of the Services
and the Server and in any jurisdiction as
a result of:-
i) the provision by Kaleidoscope
Design Ltd to the Client of any Service,
or
ii) any breach by the Client of any of its
warranties contained in this
Agreement; or
iii) any content material or required mode
of operation supplied or specified by
the Client for any Service; or
iv) any breach by the Client of any of its
obligations in this Agreement.
The Client undertakes that it will not
transmit Inappropriate Material, infringe
the Intellectual Property Rights of any
third party, or transmit bulk email (spamming).
The Client acknowledges that it is responsible
for complying with any Relevant Legislation.
The Client acknowledges and agrees that
Kaleidoscope Design Ltd is not responsible for
the security of the contents of email sent
or received by the Client, and that Kaleidoscope
Design Ltd are not responsible for nonreceipt,
non-delivery or mis-routing of email or
any failure of the email system.
We do not guarantee that the Server will
be free from unauthorised users or hackers.
Where products or services supplied by
Kaleidoscope Design Ltd to a client are supplied
to Kaleidoscope Design Ltd by third parties, the
client agrees to be bound by any terms and
conditions of that supplier and any licence
agreements and fully indemnifies Kaleidoscope
Design Ltd in every respect.
FORCE MAJEURE
Kaleidoscope Design Ltd shall bear no liability
for loss, damage or delay howsoever arising
caused by circumstances outside its control.
WARRANTY
Kaleidoscope Design Ltd relies on third party
suppliers to provide uninterrupted Services
and to the extent Services are reliant on
third parties products and services, therefore
Kaleidoscope Design Ltd makes no warranties or
representations that any Service will be
uninterrupted or error-free, due to the
nature of the services being provided by
means of computer and telecommunication
systems.
If a problem occurs subsequent to launch
due to the malfunction of any web page,
form, script, or other component, or due
to the failure or cessation of the web server
or service on which the pages are stored,
Kaleidoscope Design Ltd will make every reasonable
endeavour to correct the problem. If the
failure cannot be corrected within 2 hours
of labour, the client will be liable to
pay for any extra time/labour or other resource
needed to correct the site. If the
failure is due to our hosting companies
failure then with the clients agreement
we will try to arrange re-hosting of the
web to an alternative web server but the
client will need to bear the full cost of
this at our prevailing hourly rate and the
full cost of problems with the domain name
and full cost of the new web hosting business
to host the site for the client.
As the Kaleidoscopeal domain name purchase and
web hosting facility was arranged through
a third party without any recourse to Kaleidoscope
Design Ltd on behalf of the client then
Kaleidoscope Design Ltd its employees consultants
and agents in no event will be liable to
the Client for any direct or indirect or
consequential loss or damage whatever (for
example but not limited to loss of business,
loss of opportunity, loss of profits). No
refund by Kaleidoscope Design Ltd will therefore
be due to the Client for any unused portion
at the time the third parties services gave
problems or ceased.
In no event will Kaleidoscope Design Ltd be liable
to the Client for any indirect or consequential
loss or damage whatever (for example but
not limited to loss of business, loss of
opportunity, loss of profits)
WEB DESIGN & WEB HOSTING
The Client acknowledges and accepts that
it bears sole responsibility, legal and
otherwise for the content of all material
appearing on the Clients web site designed
or hosted by Kaleidoscope Design Ltd, or third
parties.
We make no representation and give no warranty
as to the accuracy or quality of information
received by any person via the Server and
we shall have no liability for any loss
or damage to any data stored on the Server;
You shall effect and maintain adequate
insurance cover in respect of any loss or
damage to data stored on the Server;
You represent, undertake and warrant to
us that you will use the Web Site allocated
to you only for lawful purposes. In particular,
you represent, warrant and undertake to
us that;
You will not use the Server in any manner
which infringes any law or regulation or
which infringes the rights of any third
party, nor will you authorise or permit
any other person to do so;
You will not post, link to or transmit
(a) any material which is
inappropriate or unlawful, threatening,
abusive, malicious, defamatory, obscene,
pornographic, blasphemous, profane or otherwise
objectionable in any way;
(b) any material containing a virus or other
hostile computer program;
(c) any material which constitutes, or encourages
the commission of, a criminal offence or
which infringes any patent, trade mark,
design right, copyright or any other intellectual
property right or similar rights of any
person which may subsist under the laws
of any jurisdiction;
You shall keep secure any identification,
password and other confidential information
relating to your account and shall notify
us immediately of any known or suspected
unauthorised use of your account or breach
of security, including loss, theft or unauthorised
disclosure of your password or other security
information;
You shall observe the procedures which
we may from time to time prescribe and shall
make no use of the Server which is detrimental
to our other customers;
You shall procure that all mail is sent
in accordance with applicable legislation
(including data protection legislation)
and a secure manner;
In the case of an individual User, you
warrant that you are at least 18 years of
age and if the User is a company, you warrant
that the Services will not be used by anyone
under the age of 18 years;
Any access to other networks connected
to through Kaleidoscope must comply with the rules
appropriate for those other networks While
we will use every reasonable endeavour to
ensure the integrity and security of the
Server, we do not guarantee that the Server
will be free from unauthorised users or
hackers and we shall be under no liability
for nonreceipt or misrouting of email or
for any other failure of email.
LIMITATION OF LIABILITY
In no event shall we be liable to the client
for any loss of business, contracts, profits
or anticipated savings or any other indirect
or consequential or economic loss whatsoever.
TERMINATION
Termination of this agreement can be effected
as follows:-
a) Either party may terminate
this agreement by giving one month's notice
subject to condition (b).
b) Kaleidoscope Design Ltd may terminate this
agreement at anytime by giving 7 days written
notice to the Customer if the Customer commits
any breach of this agreement including but
not limited to non-payment of any amount
on the due date.
Following the termination of this agreement
the copyright and ownership of the Services
will remain that of the Kaleidoscope Design Ltd
until the Customer has fulfilled the contractual
agreement.
No refund of any payments made by the Customer
will be made by Kaleidoscope Design Ltd where
termination takes place.
If this agreement is terminated by either
party within the period stated in condition
(b) then the full amount outstanding will
become payable by the Customer to the Kaleidoscope
Design Ltd forthwith.
GENERAL
Kaleidoscope Design Ltd reserve the right at
anytime without notice to remove any Client
from its services, web hosts, for breach
of Inappropriate Material, or for linking
to Inappropriate Material
The Client is deemed to have accepted and
agreed to these Terms and Conditions by
notifying Kaleidoscope Design Ltd of their intention
to commence/continue with the services provided
by Kaleidoscope Design Ltd, or by paying or continuing
to pay any order, invoice or regular payment.
NOTICES
Any notice to be given by either party
to the other may be sent by either e-mail
or by post to the address of the other party
or such other address as such party may
from time to time have communicated to the
other in writing. If the notice is sent
by email, it will be assumed to be received
on the day, or if sent by fax shall be deemed
to be served on receipt of an error free
transmission report. If post mailing was
used, it shall be deemed to be served three
days
following the date of posting
LAW
English Law shall govern this Agreement
and the parties submit to the exclusive
jurisdiction of the English courts.
HEADINGS
Headings are included in this Agreement
for convenience only and shall not affect
the construction or interpretation of this
Agreement.
END.
Last Revised January 18 2003
Name & Registered Office:
Kaleidoscope DESIGN LIMITED
GREVILLE HOUSE
10 JURY STREET
WARWICK
CV34 4ES
Company No. 04551743
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