TERMS AND CONDITIONS
TERMS AND CONDITIONS
These are the terms and conditions you agree to abide by when purchasing a domain name or any service from Us. By submitting an Application for the purchase of a domain name or for the provision by Us of any of our Other Services you agree to be bound by these Terms and Conditions:-
1.1 In these Terms and Conditions the following terms shall have the following meaning except where context clearly requires otherwise:-
"We", "Us" and "Our" means or refers to the business operating under the name or trademark 'EUREU' and trading from James House, 2 Brunswick Terrace, Brighton & Hove, BN3 1HN, United Kingdom;
"You" and "Your" means or refers to the person, firm, company, organisation or enterprise whose Application is accepted by Us and who is entering into this Agreement;
"Agreement" means an agreement entered into between You and Us encompassing provision of Domain Names and Other Services by Us and payment for the same by You;
"Application" means an application for the provision of the Domain Names and Services submitted by You to Us;
"Tariff" means the list of fees from time to time payable by You to Us in respect of Domain Names and Services, sometimes also referred to as the Rate Card or Price List;
"Domain Name" means a domain name requested by You on an Application;
"Other Services" means the services to be provided by Us to You pursuant to Clause 6;
"Server" means the computer server equipment operated by Us or by third parties on Our behalf in connection with the provision of the Other Services
"Terms and Conditions" means these terms and conditions.
1.2 Any Agreement between You and Us shall be entered into on the basis of these Terms and Conditions to the exclusion of any other terms and conditions set out or referred to in any document or other communication used by either party in concluding such an Agreement. In the event of any conflict between these Terms and Conditions and any other document or communication, these Terms and Conditions shall prevail.
1.3 Clause headings and emboldening and italicisation of text are for ease of reference and do not form part of nor shall they affect the interpretation of these Terms and Conditions.
1.4 Where the context so admits or requires, words denoting the singular include the plural and vice versa and words denoting any gender include all genders.
1.5 References to each party include its permitted assigns and successors by operation of law.
1.6 A person or entity who is not a party to a Contract has no rights under the Contract (Rights of Third Parties) Act 1999 to enforce any Term of these Terms and Conditions.
6 PROVISION OF DOMAIN NAMES
2.1 We shall seek registration of the Domain Name requested by You in an Application, upon acceptance by Us of the Application and upon payment by You of the appropriate fee subject to the provisions herein.
2.2 For each successful Domain Name registration or renewal, you shall pay Us the non-refundable amounts specified in the Tariff for each Domain Name you wish to have registered or renewed (collectively, "Registration Fees"). We reserve the right to modify the Registration Fees from time to time, which modifications shall be effective after thirty (30) days notice on our website.
2.3 For each .Domain Name application made as part of a designated Sunrise period or under .Sunrise rules, additional non-refundable registration fees and administrative fees shall be payable as laid out in the Tariff or as agreed in writing between the two parties.
2.4 Registration of the Domain Name shall at all times be subject to the terms and conditions from time to time in force of the relevant naming authority, which terms and conditions are hereby included into these Terms and Conditions. Upon request by You, We will furnish You with copies of such terms and conditions or the address of a website where such terms and conditions may be viewed. You accept that You are solely responsible for Your own awareness of and compliance with such terms and conditions.
2.5 You agree and acknowledge that We shall not be liable in any way for any acts, omissions or errors of any naming authority or another registration agent in relation to the registration (or non-registration, as the case may be) and subsequent administration of the Domain Name.
2.6 Whilst We will use reasonable endeavours to obtain the Domain Name for You, You accept that We cannot guarantee such registration and shall not be liable where the Domain Name is or becomes unavailable for any reason whatsoever or where the naming authority refuses any registration request. Any administration charge paid by You to Us in addition to any Registration Fees shall be non-refundable in the event of such unavailability or refusal.
2.7 In the event that the Domain Name requested by You is unavailable or becomes unavailable between Your application for registration and the processing of the application, We will notify You of the same and invite You to apply for an alternative Domain Name and shall seek to register that alternative Domain Name in accordance with the provisions of this Clause 2. For the avoidance of doubt the unavailability of the Domain Name or any replacement Domain Name shall not affect the validity of the relevant Agreement or Your obligation to pay the charges set out in such Agreement.
2.8 You warrant that the Domain Name does not infringe any intellectual property rights of any third party, including but not limited to trade marks registered or otherwise used by any third party and You shall indemnify Us and keep Us indemnified in respect of any loss, damages, costs or other expenses arising out of or in connection with any breach by You of this Clause 2.8.
2.9 You agree, as a condition of any Agreement, to be bound by the dispute policy used from time to time by the relevant naming authority
2.10 You accept that We shall have the right to cancel, suspend or transfer the Domain Name at any time upon receipt of a court order or arbitration award requiring such cancellation, suspension or transfer.
2.11 You accept that registration of the Domain Name does not confer ownership of the Domain Name upon You and that continuing use of the Domain Name is dependent upon continuing payment of the appropriate renewal fees by You and the acceptance of the renewal by the relevant naming authority. In the event that You shall fail to pay a renewal fee on or before the due date, We reserves the right to suspend the Use of the Domain Name immediately or after the payment falls due. In the event that You shall fail to pay a renewal fee within a period of 28 days following the date payment falls due, We reserve the right to Use or sell on the Domain Name for Our own purposes and gain and shall not be liable for any loss or damage resulting from such action.
3 TRANSFER OF A DOMAIN NAME TO US
3.1 On Your request and Our acceptance of such request We shall become the registrar or registration agent of an existing domain name previously registered by You always provided that You shall be solely responsible for the transfer of the Existing Domain Name to Us on or after the commencement of any Agreement and for any fees payable to any third party in relation to such transfer.
3.2 The conditions set out in Clauses 2.1 to 2.11 inclusive shall apply to all Services provided in relation to Clause 3.1 and You accept all liabilities, warranties and exclusions set out in those Clauses.
4 TRANSFER OF A DOMAIN NAME AWAY FROM US
4.1 You may transfer the Domain Name to any third party registrar or registration agent subject to completion by You of a transfer form and payment by You of any transfer fee set out in the Tariff in force at the time of termination together with any fees levied by any third party in respect of the transfer.
4.2 We shall not be liable for any delay in such transfer howsoever caused and Your obligation to pay the fees set out in Clause 7 shall not be affected by any such delay.
4.3 We reserve the right not to release the Domain Name or the Existing Domain Name for transfer away if, at the time of termination, You are in breach of any of Your obligations set out hereunder.
5 RENEWAL OF DOMAIN NAME REGISTRATION
5.1 We will seek to renew the Domain Name at the relevant time and at Your express request provided always that in consideration for renewal of the Domain Name and prior to the renewal date, You shall pay to Us the appropriate renewal fee set out in the Tariff in force at the time of renewal.
5.2 By way of clarification, You accept that there is no obligation on Our part to renew the Domain Name at the relevant time without Your express request and You accept that there is no obligation on Our part to seek a request from You for renewals
5.3 We reserve the right at all times not to renew any Domain Name registered to You in the event of any breach by You of any Agreement between Us and You.
5.4 You shall do all things and provide all such information as is reasonably required by Us to enable Us to renew the Domain Name.
5.5 Whilst We will use all reasonable endeavours to ensure that the Domain Name or the Existing Domain Name is renewed at the relevant renewal date as referred to in Clauses 5.1 and 5.2 herein, You accept that it is not possible for Us to guarantee such renewal and that We shall not be liable for any failure to renew the Domain Name, howsoever caused.
6 PROVISION OF OTHER SERVICES
6.1 We shall provide Other Services Using all reasonable care and skill subject to payment by You of all amounts payable hereunder on the dates specified herein or on the Application.
6.2 From time to time, We may alter the technical specifications of any Other Services and alter the features and functions made available as part of the Other Services but shall use all reasonable endeavours to ensure that the overall quality of Services and quantity and variety of features and functions remain consistent.
7 CHARGES AND PAYMENT
7.1 The fees, charges and subscriptions payable to Us by You in respect of the registration or renewal of any Domain Name or the provision of Other Services are as specified in the Tariff or, in the case of Services not stipulated in the Tariff, as individually agreed between You and Us.
7.2 All fees, charges and subscriptions given in the Tariff are exclusive of VAT and any other applicable purchase tax, import and all other duties, which shall also be payable at rates from time to time in force. Any failure by You to pay any fees, charges, taxes, subscriptions, bank charges and interest due under these Terms and Conditions on the date specified shall be deemed to be a "material breach" of these Terms and Conditions.
7.3 We reserve the right to increase or decrease the fees, charges and subscriptions for Domain Names and Other Services from time to time.
7.4 If You are overdue with any payments hereunder, then without prejudice to Our other rights and remedies:-
7.4.1 You shall be liable to pay to Us a flat fee of £15 for each correspondence, including but not by way of limitation statements of account and reminders sent by post, fax or email;
7.4.2 You shall be liable to pay to Us interest on the amount payable at an annual rate of 5% above the prevailing base rate of the Cooperative Bank Plc, which interest shall accrue on a daily basis from the date payment becomes overdue until We have received full payment of the overdue amount together with all additional charges, bank charges and interest;
7.4.3 We reserve the absolute right to suspend or withdraw any Domain Name and any or all Other Services without notice and to reinstate such Domain Name or Other Services only upon full payment by You of all due fees and charges owed, including but not by way of limitation all fees and charges for Domain Names and Other Services, all correspondence fees accruing interest and collection charges as set out in Clause 7, all bank charges and related charges and a Reconnection Fee as specified in the Tariff. In the event that Services are suspended, withdrawn or terminated, We reserve the right to place a notice in lieu of Your website and to reply to emails sent to You, the wording of such notice and reply to be as We deem fit. Fees and charges payable under Clause 7 continue to be payable while related Services are suspended or temporarily withdrawn.
7.5 If You are more than 28 days overdue with payments hereunder, We reserve the absolute right to refer the debt to Our collection agency whereupon you shall be liable for an collection fee amounting to an additional 15% of the amount outstanding.
7.6 Should We offer a facility for You to pay for any ongoing fees by monthly, quarterly, annual or other periodic standing order or direct debit or card debit and should You choose to Use this facility, the completed mandate must be returned to Us within 14 days of our offer to provide said facility. In the event of You failing to return a completed mandate within this time period, We reserve the right to withdraw any offer of monthly or other periodic payment and submit an invoice for the annual premium immediately. This invoice will be payable within 7 days of its submission by Us.
7.7 Should We agree to any request by You for payment of any ongoing fees to be made by monthly, quarterly, annual or other periodic standing order, You shall be liable for all payment arrangements made with Your bank so as to meet the payment dates. In the event of You or Your bank failing to make any standing order payment in full on the due date, We reserve the right to withdraw any offer of periodic payment and submit an invoice for the annual or biannual premium immediately. This invoice will be payable within 7 days of its submission by Us.
7.8 Payments by cheque, BACS, CHAPS, credit card or debit card shall not be deemed to have been made to Us until such payments have cleared into Our account.
7.9 All invoices, statements of account and other notices sent by Us to Your last known postal address, email address or facsimile number shall be deemed to have been received by You in accordance with the terms of Clause 21.1. You are wholly responsible for informing Us of all changes to postal addresses, email addresses, phone numbers and facsimile numbers.
8.1 You shall indemnify Us, our directors, employees, contractors, agents and affiliates and keep the same indemnified against all proceedings, losses, liabilities, damages (including legal costs), charges and expenses of whatsoever nature arising out of or in connection with any liability, action or claim that Your use of any Domain Name or any Other Service provided by violates the provisions of any national or international law from time to time in force.
9 TERM AND TERMINATION
9.1 Any Agreement shall commence on the date of acceptance by Us of the Application submitted by You and fees for any Domain Name registration or Domain Name renewal or Other Service to be provided under such Agreement shall be paid in advance unless otherwise agreed in writing.
9.2 Either party may terminate any Agreement governed by these Terms and Conditions with immediate effect on written notice if the other party (the "Defaulting Party"):
9.2.1 commits a material breach or persistent breaches of these Terms and Conditions and (in the case of a breach or breaches which is or are remediable) fails to remedy the same within 28 days of receiving a written notice specifying the nature of the breach and requiring the same to be remedied; or
9.2.2 becomes or is deemed to be insolvent or is unable to pay its debts (within the meaning of the Insolvency Act 1986) or (except for the purposes of a genuine amalgamation or reconstruction) a petition is presented or meeting convened or resolution passed for the purpose of winding up the Defaulting Party or the Defaulting Party enters into liquidation whether compulsorily or voluntarily or compounds with its creditors generally or has a receiver, administrator or administrative receiver appointed over all or any part of its assets or the Defaulting Party ceases to carry on all or a substantial part of its business.
9.3 The termination of any Agreement (for whatever reason) shall not affect the respective rights and liabilities of each of the parties accrued prior to such termination.
10 CONSEQUENCES OF TERMINATION
10.1 Upon the termination of any Agreement for any reason whatsoever:-
10.1.1 We may cease with immediate effect Our provision of any Other Services; and
10.1.2 each party shall on request promptly return any documents or papers relating to the business of the other party (including any of the other party's Confidential Information as defined herein) which it then has in its possession or control.
11 OUR LIABILITY
11.1 Our maximum aggregate liability under or in connection with any Agreement, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed the fees paid by You in respect of the Domain Name or Other Services under the relevant Agreement.
11.2 We shall not be liable under or in connection with these Terms and Conditions or any collateral contract or agreement for any loss of income, data, anticipated savings, profits, contracts or goodwill, nor for any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.
11.3 In any event no claim against Us shall be brought unless You have notified Us of the claim in writing within three months of its cause arising.
12 FORCE MAJEURE
12.1 Neither party shall be liable for any delay in performing or failure to perform its obligations hereunder to the extent that and for so long as the delay or failure results from any cause or circumstance whatsoever beyond its reasonable control, including without limitation war, acts of terrorism, civil disorder, industrial disputes, inclement weather, acts of local or central government or other competent authorities and failure by other service providers (an "event of force majeure"), provided the same arises without the fault or negligence of such party and the affected party notifies the other party within two (2) working days of becoming aware of the same of such event of force majeure and the manner and extent to which its obligations are likely to be prevented or delayed, and provided also that the occurrence of any such event of force majeure shall not have the effect of discharging or postponing the affected party's payment obligations hereunder.
12.2 If any event of force majeure occurs, the date(s) for performance of the obligation(s) affected shall be postponed for so long as is made necessary by the event of force majeure provided that if any event of force majeure continues for a period of or exceeding 60 days, the non-affected party shall have the right to terminate any Agreement governed by these Terms and Conditions forthwith on written notice to the affected party. Each party shall Use its reasonable endeavours to minimise the effects of any event of force majeure.
13 CONFIDENTIAL INFORMATION AND SECURITY
13.1 All information, drawings, specification, documents, contracts, design material and all other data, which either party may have disclosed and may from time to time disclose to the other party relating to its business, prices, services, requirements, the Tariff, the Services and these Terms and Conditions, including any technical specifications (the "Confidential Information"), are proprietary and confidential to the disclosing party.
13.2 Each party hereby agrees and undertakes to the other that it will Use such Confidential Information and all other data solely for the purposes of its obligations under the Agreement governed by these Terms and Conditions and will not, at any time during or at any time after the completion, expiry or termination of the Agreement, Use or disclose the same whether directly or indirectly, to any third party without the other party's prior written consent.
13.3 Each party further agrees and undertakes that it will not itself or through any subsidiary or agent Use, sell, licence, sub-licence, create, develop or otherwise deal in any Confidential Information supplied to it by the other party or obtained while performing any Agreement.
13.4 You undertake to keep any Username or password supplied by US confidential and to notify Us immediately if any unauthorised third party becomes aware of any Username or password.
13.5 Each party will ensure that each of its employees, agents or sub-contractors will comply with the provisions contained within this Clause.
13.6 The provisions of this Clause (Clause 13) do not apply to any confidential information or data which:-
13.6.1 is or becomes freely available in the public domain through no default of the receiving party; or
13.6.2 is required to be disclosed by any court of competent jurisdiction or statutory or regulatory authority; or
13.6.3 is received from a third party which owes no duty of confidentiality in respect of such information.
13.7 You acknowledge that You have no right to any physical access to the premises from which the Service is provided or any other of Our premises.
14 DATA PROTECTION
14.1 Each party shall for the duration of any agreement governed by these Terms and Conditions comply with the provisions of the Data Protection Act 1998 and any subsequent such Acts or amendments to the Act, (including the data protection principles set out in that Act) and any similar or analogous laws, regulatory requirements or codes of practice governing the use, storage or transmission of personal data and shall not permit anything to be done which might cause or otherwise result in a breach by either party of the same.
14.2 You give us the right to communicate with You regularly via, but not limited to, electronic means.
15.1 Except as expressly stated herein to the contrary, all notices and other communications required or permitted to be given under these Terms and Conditions shall be in writing and shall be delivered or transmitted to the intended recipient's postal address, email address or facsimile number as specified above or such other address as may be agreed in writing between You and Us for this purpose from time to time. Any notice shall be treated as having been served on delivery if delivered by email, on delivery if served by hand, two working days after posting if sent by pre-paid registered mail, on delivery if sent by courier and on confirmation of transmission if sent by facsimile. For the avoidance of doubt, notices under these Terms and Conditions shall be validly served if sent by e-mail and the terms 'writing' and 'written' and their equivalents shall not be limited to handwriting and shall include email contents.
16 ASSIGNMENT AND SUB-CONTRACTING
16.1 Either party hereto may only assign any Agreement in whole or in part to any third party with the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).
16.2 For the avoidance of doubt, We may, as We deem fit, sub-contract part or all of Our obligations under these Terms and Conditions
17.1 The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to these Terms and Conditions does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party's right later to enforce or to exercise it.
17.2 If any term of these Terms and Conditions is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from these Terms and Conditions and shall in no way affect the legality, validity or enforceability of the remaining terms.
17.3 These Terms and Conditions contain all the terms agreed between the parties regarding its subject matter and supersede any prior agreement, understanding or arrangement between the parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to any Agreement governed by these Terms and Conditions except as expressly stated in these Terms and Conditions. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into any Agreement (unless such untrue statement was made fraudulently) and that party's only remedies shall be for breach of contract as provided in these Terms and Conditions.
17.4 Provisions of these Terms and Conditions which either are expressed to survive its termination or from their nature or context it is contemplated that they are to survive such termination, shall remain in full force and effect notwithstanding such termination.
17.5 The relationship of the parties is that of independent contractors dealing at arm's length. Except as otherwise stated in these Terms and Conditions, nothing in these Terms and Conditions shall constitute the parties as partners, joint ventures or co-owners, or constitute either party as the agent, employee or representative of the other, or empower either party to act for, bind or otherwise create or assume any obligation on behalf of the other, and neither party shall hold itself out as having authority to do the same.
17.6 The parties shall at the requesting party's reasonable expense do and execute all such further acts and things as are reasonably required to give full effect to the rights given and the transactions contemplated by these Terms and Conditions.
17.7 We may make alterations to these Terms and Conditions at any time without warning or notification to You.
17.8 Any decision made by Us in relation to the provision or renewal of Domain Names, Other Services, Acceptable Use Policy, Tariff and these Terms and Conditions shall be final.
18 LAW AND JURISDICTION
18.1 The construction, validity and performance of these Terms and Conditions shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts to resolve any dispute between them.