Last updated 30 June 2007
Shopcutter Terms and Conditions
You indicate acceptance of these terms and conditions
of service by placing an order with Shopcutter. These
terms and conditions will not be varied for individual
customers.
1 DEFINITIONS
1.1 In this Agreement the following words and expressions
shall have the following meanings:
1.1.1 "downtime" means any service interruption
in the availability to visitors of the Website;
1.1.2 "intellectual property rights" means patents,
trade marks, 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 registrable or
not in any country;
1.1.3 "Shopcutter" is parented by Spider Retail
Group
1.1.4 "IP address" stands for internet protocol
address which is the numeric address for the server;
1.1.5 "ISP" stands for internet service provider;
1.1.6 "server" means the computer server equipment
operated by Heart Internet in connection with the provision
of the Services;
1.1.7 "the Services" means web hosting, domain
name registration, email and any other services or facilities
provided by Shopcutter.
1.1.8 "spam" means sending unsolicited and/or
bulk emails;
1.1.9 "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";
1.1.10 "visitor" means a third party who has
accessed the Website;
1.2 Product specifications and details may be found at
www.shopcutter.com
1.3 Words denoting the singular shall include the plural
and vice versa and words denoting any gender shall include
all genders.
1.4 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.
2 INTRODUCTION
2.1 The Customer wishes to provide Shopcutter with data
that will be hosted on Shopcutter's servers and made accessible
via the Internet.
2.2 Shopcutter provides web hosting services and has agreed
to host the Customer's data upon the following terms and
conditions.
3 DUTIES
3.1 Shopcutter shall provide to the Customer the Services
specified in their order subject to the following terms
and conditions.
3.2 The Customer shall deliver to Shopcutter the website
and the software used in the website which is owned by
the Customer, or licensed to him by a third party or Shopcutter
("the Customer Software), in a format specified by
Shopcutter.
4 CHARGES ,PAYMENT AND MONEY-BACK GUARANTEE
4.1 Payment methods include credit cards (including MasterCard
and Visa), debit cards (including Maestro (Switch), Solo,
Visa Electron and Visa Delta) and direct debits
4.2 Shopcutter do not accept cheques, bank transfers,
postal orders, cash or any other form of payment other
than those outlined in 4.1
4.3 The Charges are exclusive of VAT, which if payable
shall be paid by the Customer.
4.4 Shopcutter 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.
4.5 Shopcutter do not provide credit facilities.
4.6 From time to time Shopcutter may make enquiries on
the Customers company, proprietor or directors of the
Customers company with credit reference agencies. These
agencies may record that a search has been made and share
this information with other businesses.
4.7 Shopcutter provide "Money-Back Guarantees"
on certain products. Should your product qualify for this
guarantee please raise a support ticket at http://www.shopcutter.com/client/support.php?q=request
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.
4.8 Pro-rata refunds will not be issued for yearly services
that are cancelled before then end of the year.
4.9 Should your chosen payment method fail Heart Internet
will attempt to settle your invoice using any other payment
facilities available on your account.
4.10 All services will renew until cancelled by the customer.
Shopcutter emails the customers primary email address
prior to renewal of services, it is the customers 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.
5 IP ADDRESSES
5.1 Shopcutter 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.
5.2 Where Shopcutter changes or removes any IP address
it shall use its reasonable endeavours to avoid any disruption
to the Customer.
6 SOFTWARE LICENCE AND RIGHTS
6.1 If the Customer requires use of software owned by
or licensed to Shopcutter ("Shopcutter's software")
in order to use the Services, Shopcutter 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 Shopcutter 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 Shopcutter Software.
6.2 In relation to Shopcutter's obligations under this
Agreement in connection with the provision of the Services,
the Customer grants to Shopcutter 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
Shopcutter any right, title, interest or intellectual
property rights in the Customer Software or the Content.
6.3 The Customer undertakes that he will not himself or
through any third party, sell, lease, license or sublicense
Shopcutter Software.
6.4 Shopcutter may make such copies of the Customer Content
as may be necessary to perform its obligations under this
Agreement, including back up copies of the Content. Upon
termination or expiration of this Agreement, Shopcutter
shall destroy all such copies of the Content and other
materials provided by the Customer as and when requested
by the Customer.
7 SERVICE LEVELS AND DATA BACKUP
7.1 Shopcutter 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, Shopcutter
makes no warranties or representations that the Service
will be uninterrupted or error-free and Heart Internet
shall not, in any event, be liable for interruptions of
Service or downtime of the server.
7.2 Shopcutter carries out data backups for use by Shopcutter
in the event of systems failure. Shopcutter do not provide
data restoration facilities for individual customers.
Even though every effort is made to ensure data is backed
up correctly Shopcutter accepts no responsibility for
data loss or corruption.
8 ACCEPTABLE USE POLICY
8.1 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:
8.1.1 use the Services or the website in any way to send
unsolicited commercial email or "spam", or any
similar abuse of the Services;
8.1.2 send email or any type of electronic message with
the intention or result of affecting the performance of
any computer facilities;
8.1.3 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;
8.1.4 threaten, abuse, disrupt or otherwise violate the
rights (including rights of privacy and publicity) of
others;
8.1.5 engage in illegal or unlawful activities through
the Services or via the Website;
8.1.6 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
8.1.7 obtain or attempt to obtain access, through whatever
means, to areas of Shopcutter's network or the Services
which are identified as restricted or confidential. This
includes leaving your home directory whilst using SSH
access to servers.
8.1.8 operate or attempt to operate IRC bots or other
permanent server processes.
8.2 The Customer has full responsibility for the content
of the Website. For the avoidance of doubt, Shopcutter
is not obliged to monitor, and will have no liability
for, the content of any communications transmitted by
virtue of the Services.
8.3 If the Customer fails to comply with the Acceptable
Use Policy outlined in Clause 8.1 Shopcutter shall be
entitled to withdraw the Services and terminate the Customer's
account without notice.
9 ALTERATIONS AND UPDATES
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 Shopcutter
and the password will be changed.
10 WARRANTIES
10.1 The Customer warrants and represents to Shopcutter
that Shopcutter'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 Shopcutter as set out in
Clause 6.2.
10.2 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, Heart Internet
shall not be liable to the Customer as a result of any
viruses introduced or passed on to the Customer.
11 INDEMNITY
The Customer agrees to indemnify and hold Shopcutter 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 Heart Internet 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.
12 LIMITATION OF LIABILITY
12.1 Nothing in these terms and conditions shall exclude
or limit Shopcutter's liability for death or personal
injury resulting from Shopcutter's negligence or that
of its employees, agents or sub-contractors.
12.2 The entire liability of Shopcutter 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.
12.3 In no event shall Shopcutter 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 Shopcutter had
been made aware of the possibility of the Customer incurring
such a loss.
13 TERM AND TERMINATION
13.1 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.
13.2 Shopcutter 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.
13.3 Either party may terminate this Agreement forthwith
by notice in writing to the other if:
13.3.1 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
13.3.2 the other party commits a material breach of this
Agreement which cannot be remedied under any circumstances;
or
13.3.3 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
13.3.4 the other party ceases to carry on its business
or substantially the whole of its business; or
13.3.5 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.
13.4 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.
13.5 On termination all data held in the customers account
will be deleted.
14 ASSIGNMENT
14.1 Shopcutter may assign or otherwise transfer this
Agreement at any time.
14.2 The Customer may not assign or otherwise transfer
this Agreement or any part of it without Shopcutter's
prior written consent.
15 FORCE MAJEURE
Neither party shall be liable for any delay or failure
to perform any of its obligations if the delay or failure
results from events or circumstances outside its reasonable
control, including but not limited to acts of God, strikes,
lock outs, accidents, war, fire, the act or omission of
government, highway authorities or any telecommunications
carrier, operator or administration or other competent
authority, the act or omission of any Internet Service
Provider, or the delay or failure in manufacture, production,
or supply by third parties of equipment or services, and
the party shall be entitled to a reasonable extension
of its obligations after notifying the other party of
the nature and extent of such events.
16 SEVERANCE
If any provision of this Agreement is held invalid, illegal
or unenforceable for any reason by any Court of competent
jurisdiction such provision shall be severed and the remainder
of the provisions hereof shall continue in full force
and effect as if this Agreement had been agreed with the
invalid illegal or unenforceable provision eliminated.
17 NOTICES
Any notice to be given by either party to the other may
be sent by either email, fax or recorded delivery to the
address of the other party as appearing in this Agreement
or such other address as such party may 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 be deemed to be served on receipt of an error free
transmission report, or if sent by recorded delivery shall
be deemed to be served 2 days following the date of posting.
18 ENTIRE AGREEMENT
This Agreement contains the entire Agreement between the
parties relating to the subject matter and supersedes
any previous agreements, arrangements, undertakings or
proposals, oral or written. This Agreement may be updated
without notice.
19 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance
with the law of England and the parties hereby submit
to the exclusive jurisdiction of the English courts.
20 DOMAIN NAME REGISTRATION
20.1 Domain names are not deemed to be successfully registered
until they appear in the relevant whois database of the
top level domain name registrar. In the event that a domain
name is unavailable when we attempt to register it Shopcutter
will provide a full refund for that domain name, this
will be the full limit of our liability.
20.2 Please return to the main terms and conditions area
of this website to view terms and conditions for individual
domain name registrars.
20.3 Shopcutter will make reasonable endeavors to renew
domains where the renewal fee has been paid. In the event
that we are unable to renew a domain name and that domain
name is subsequently lost, the limit of our liability
shall be the renewal fee for that domain name.
21 SCRIPTING
Shopcutter are not responsible for customer programming
issues other than ensuring that programming languages
such as Perl, PHP and ASP are installed and functioning
on the web hosting system.
22 PRIVACY
To protect your privacy we will not distribute your details
to third parties, unless required to do so by law.
23 DATA TRANSFER
23.1 Web hosting accounts include a certain amount of
data transfer, if you exceed this amount in any one month
your account will be deactivated until you have upgraded
to an account that has more data transfer included.
23.2 Web hosting accounts that host file distribution
(including but not limited to music, video and software)
are limited to a maximum data transfer of 25 GB per month
for file distribution.
23.3 Web hosting accounts are prohibited from hosting
adult content orientated websites, hosting banners, graphics
or cgi scripts for other websites, storing pages, files
or data as a repository for other websites or personal
computers, giving away web space under a domain, sub domain
or directory.
24 SERVER USAGE
Should your account use more than 5% of the servers processing
power and as a result have a detrimental effect on other
customers we will discuss with you alternative solutions
for your hosting requirements.
25 AFFILIATE PROGRAMME
Commission earned via the affiliate programme will only
be paid by using a valid direct debit/credit mandate on
your account. It is the customers responsibility to ensure
they have this facility. In the event of the customer
not being able to obtain this facility then no commission
will be paid.
26 EMAIL NEWSLETTER
Shopcutter communicates with it's customers via email
and as such you agree to receive by email our regular
newsletter which contains amongst other things changes
to our terms and conditions, notification of major outages,
updates to our products & features and special offers.
27 WEBSPACE USAGE
Unlimited web space is available for genuine web site
content, content must be linked into web pages. Customers
are prohibited from using the server as a file/backup
repository. Customers are expected to employ good house
keeping when maintaining their account.
28 MAIL BOXES
Mail boxes not accessed for 100 days or more will be deleted
from the system.
29 DEACTIVATED ACCOUNTS
When a web hosting account is deactivated, you agree that
after 50 days this account may be deleted from the system
without notice. |
