These terms and conditions of business (the "Terms") govern all transactions that are carried out by the Company (as defined below). Please read these Terms carefully and ensure you understand them fully, before agreeing to be bound by them. The Company reserves the right to amend these Terms at any time, with any such amendments being displayed on the Website (as defined below). In these Terms the following expressions shall have the following meanings unless the context otherwise requires: Company means John D Scotcher Ltd trading as Pearson Treehouse Web Development; and Website means www.pearsontreehouse.co.uk, the website owned and operated by the Company.
1. The Order
By signing order agreements that accompany quotes and/or electronically signing online order forms on the Website and/or paying an order deposit and/or using our services you (the "user") agree to be bound by these Terms, which govern your access to and use of the Website and Services.
The Company provides you with hosting, email facility and/or web development and design work (collectively the "Services"). The Services, including any updates, enhancements and new features are subject to the Terms below.
These Terms may be updated at any time by the Company without further notification to you. The Company will make the most recent version of this document available at all times at http://www.pearsontreehouse.co.uk/terms-conditions.html
2. Ownership and Use of the Services
2.1 You may only use the Services for lawful purposes and not for any purpose that is unlawful or prohibited by these Terms; in particular, you may not use the Services:
2.1.1 to transmit defamatory, offensive or abusive material or material of an obscene or menacing character; or
2.1.2 in breach of copyright or other intellectual property rights.
2.2 You agree not to disclose passwords relating to your Website and / or Email accounts to any other person. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account.
2.3 In order to obtain access to your account where applicable, the Company shall provide you with the necessary username and password. It is your responsibility to change the password regularly. You agree that your password will contain numbers and symbols in order to prevent unauthorised use of your account. This information must be kept confidential and is for your use only.
2.4 You agree to notify the Company immediately of any unauthorised use of your account or any other breach of security. The Company will not be liable for any loss that you or any other person may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by a third party due to someone else using your account and/or password. You may not use anyone else's account at any time, without the permission of the account holder.
2.5 You may not use the Services to transmit any material (including viruses) which is likely to cause harm to any other computer systems and/or servers.
3.1 The Company agrees to provide you with the Services in accordance with these Terms. The Company shall provide you with a written quotation upon request (the "Quotation"). The Quotation shall detail the Services and related charges (the Charges)
3.2 The Quotation shall be valid for 60 days from the date of issue.
3.3 The Company reserves the right to amend the Quotation and related Charges in the event that you change your instructions or require further Services which have not been included in the Quotation.
3.4 The Company reserves the right to provide you with any of its Services by using a subcontractor as it deems necessary from time to time.
4. Hosting and Email
4.1 Users of the Services must be over 18 years of age.
4.2 Your use of the Services is at your sole risk. The Company is not responsible for files and data residing on your account. You agree to take full responsibility for files and data transferred and to maintain all appropriate backup of files and data stored on the server. The Company will provide FTP access and database backup functionality for all Services provided in accordance with these Terms where requested.
4.3 Your use of the server for website and e-mail services is at your sole risk. The Company is not responsible for loss of business or information due to server connection being unavailable.
4.4 The Company reserves the right to change the host for the Website to the server of another third party if the Company considers it appropriate to do so in its absolute discretion and without further notice to you.
4.5 The user agrees and acknowledges it is your responsibility to install and maintain and keep up to date anti-virus and/or anti-spam software on any computer that you may use to link to the Company's server.
4.6 The Company shall offer you an unlimited use policy in relation to bandwidth. You acknowledge and agree that in the event that you require high usage of server resources you will in the first instance discuss your requirement with the Company in order to obtain consent in relation to excessive use. Only in the event that you are using the server resources, without consent, to such an extent that you may be jeopardising the service performance and resources of other users, the Company reserves the right to impose the High Resource User Policy at its absolute discretion for the consideration of other users.
4.7 The Company monitors the server as a whole but does not monitor individual mailboxes or accounts. On the rare occasions where there may be a problem with specific mailbox data, it is the user's (mailbox owner) responsibility to notify the Company. The Company cannot guarantee to restore data and shall not accept any liability for the loss of any such data.
4.8 In addition to the aggregate account storage capacity, each mailbox and public folder also has its own storage limit. When the storage capacity is reached on an individual mailbox or folder, servers shall stop sending or receiving messages. The Company shall not be responsible for the unavailability of the Services or data loss caused by any mailbox or folder due to excess of storage capacity.
4.9 The Company shall provide you with a web-based account management via a control panel, which shall be included as part of the Services where requested.
4.10 The Company provides you with hosting through its subcontractors WestHost Ltd & 123reg Ltd. By hosting with the company you additionally agree to comply with the terms found at their respective websites.
4.11 You shall have the right to cancel the order for any hosting by serving notice on the Company. In order for you to cancel the order effectively, the Company shall acknowledge receipt of the notice and cancel within 30 days. If cancellation notice is served within a hosting period, the Company will refund any hosting fees for that period that already been paid to be no more than any paid fees for remaining months within that period.
4.12 Hosting cancelled within the first year of the contract will be liable for the full annual fee. Thereafter, hosting cancelled will be liable for the current billing period.
4.13 If you owe the Company any fees at the point of cancellation, fees must be paid before cancellation can be completed.
5. High Resource User Policy
5.1 In the event that you use excessive quantities of Resources the Company reserves the right to suspend the Services to you immediately. This policy shall be implemented in extreme circumstances and it is intended to prevent the misuse of the Services. You may be offered an option whereby the Company continues to supply the Services to you under reduced usage criteria, specified by the Company at its absolute discretion. Failure to comply with such measures may result in the Services to you being terminated.
For the purpose of clause 5 Resources means bandwidth, processor utilization or disk space.
5.2 Suspension or removal of Services: The Company reserves the right to suspend your account or remove your account from the server at any time if it becomes aware of a breach of these Terms. In the event of your account being removed or suspended because you have breached these Terms you shall not be entitled to any refund.
6. Technical support
6.1 The Company shall at its sole discretion provide you with telephone and/or onsite technical support in relation to the Services. In the event that the fault in relation to the provision of Services is due to your actions or omissions, you agree and acknowledge that you shall be liable to the Company for the related charges in connection with the time spent in providing you with technical support. The current hourly rate for technical support is £55.00 onsite and telephone support.
For the purpose of clause 6.1 your actions or omissions shall mean any and all faults, defects and/or any problem whatsoever occurring to your computer and/or resulting from the exchange of information in your computer that prevents the performance of the Services (e.g. misconfigured firewalls) including but not limited to the use of third party ISPs (the list is non-exhaustive).
6.2 The Company shall at its sole discretion provide you with technical support in relation to the Services on the Server. In the event the fault is due to the actions or omissions of third parties, you agree and acknowledge that you shall be liable to the Company for the related charges in connection with the time spent in providing you with technical support. The current hourly rate for technical support is £55.00 onsite and telephone support.
For the purpose of clause 6.2 third party actions or omissions shall mean any and all hacking attacks, faults, defects and/or any problem whatsoever occurring to files on the server running your Services and/or resulting from the exchange of information from third party computers that prevents the performance of the Services (the list is non-exhaustive).
6.3 Technical support shall not be provided to users of Apple Macintosh, Linux or any other non-Windows computer system.
7 Web development and design work
7.1 It is your duty to provide the Company with clear instructions in relation to web development and design work.
7.2 The Company agrees to provide you with a Quotation in accordance with the instructions received from you where requested.
7.3 The Company reserves the right to amend the Quotation and related Charges as defined above in the event that you change your instructions. This shall relate to both changes in instructions and requested additional items included, but not limited to additional logo design, illustration outside of those agreed in the website design, copywriting and copywriting advice. At the company's discretion, these will be additionally charged at the current hourly rate.
7.4 The Company will require written confirmation of design approval before development work commences. Should you require design changes after approval, the Company reserves the right to charge for additional work at the current hourly rate.
7.5 The Company may, at its discretion, provide complementary services to add any third party content and/or copy provided by you or any third parties engaged by you. In the event that third party content is excessive or necessitates changes to the approved website design, the Company reserves the right to charge for any and all related work at the current hourly rate.
7.6 The Company shall after having completed the testing and correction procedure in relation to the web development and design work, obtain from you a written acknowledgement of acceptance and thereafter the Services shall be deemed complete and defect-free. For the avoidance of doubt, if you do not provide the Company with a written acknowledgment of acceptance within from 30 days from the date in which the Company has delivered the Services to you, you shall be deemed to have acknowledged acceptance of the Services as if you had notified the Company in writing.
7.7 You shall have the right to cancel the order for any web development or design work by serving notice on the Company. In order for you to cancel the order effectively, the Company shall acknowledge receipt of the notice.
7.8 In the event that you cancel your order in accordance with clause 7.5 you shall remain liable for the Charges in relation to any and all work carried out on your behalf in accordance with your instructions and an invoice in this respect shall be issued forthwith.
8.1 The Charges shall be in accordance with the Quotation and payable on receipt unless expressly agreed between the parties and stated in Quotation.
8.2 All Charges shall be exclusive of VAT and you agree and acknowledge that you shall be liable for VAT.
8.3 Late payment or non-payment of any invoice may result in suspension of all Services until all outstanding amounts have been discharged by you.
8.4 Any dispute relating to payment may result in suspension of all Services until such time as the dispute has been resolved.
8.5 All Services including the web development and design shall remain the property of the Company and upon receipt of full payment of the Charges the Company shall grant a licence you for the provision of the Services for the period agreed with the Company from time to time. In the event of cancellation of the Services, Intellectual Property Rights for Design carried out by the Company will be fully transferred over to you at no cost providing any Charges remaining on the account have been settled.
9 Intellectual Property Rights
9.1 All copyright, trademarks, database rights and other intellectual property rights owned by The Company that may exist in the Content shall remain at all times the property of the Company.
9.2 The trademarks, service marks and logos used and displayed on the Company's website, headed paper or any other material belonging to the Company (Trade Marks) are registered or unregistered trademarks of the Company. Nothing on these Terms should be construed as granting, by implication or otherwise, any licence or right to use any Trade Mark without written permission from the Company.
9.3 It is your responsibility to ensure that any and all images, photos, graphics, text, etc (the list is non-exhaustive) supplied by you to the Company for the development and production of your website does infringe any third party Intellectual Property Rights. The Company shall in no circumstances whatsoever be liable for any breach of copyright or otherwise resulting from your supply of Intellectual Property Rights belonging to a third party. In the event of notification of any supplied third party images, graphics, text, etc infringing on third party Intellectual Property Rights, the files in question shall be removed.
9.4 All Intellectual Property Rights relating to the creation, development, arrangements, designs, copyrights and any other rights shall remain the property of the Company during the period of the contract. The Company shall provide you with an exclusive licence to use the developed website in accordance with clause 8.5.
10. Third-Party Software
10.1 You acknowledge that Third-Party Software is supplied to you in accordance with the Third Party's Standard Licence terms and you agree to be bound by such terms.
10.2 Unless specifically requested at the point of Quotation the Company will develop websites for mainstream modern browsers no more than 2 years old.
11.1 The Company will supply these Services at all times and carry out its obligations with reasonable skill and care as far, as is technically practical. You recognise that it is technically impossible to supply uninterrupted Services at all times and that some short periods of unavailability will inevitably occur.
11.2 Information provided by the Company is published in good faith and updated regularly, but we cannot guarantee its completeness or accuracy.
11.3 The Company does not accept any liability to you or any third party for any error or omission its Services. The Company reserves the right to change, update or delete any information provided on the Website without prior notice by posting such changes here.
11.4 The Company does not make any representation about the suitability of its Services. You assume all responsibility and risk for use of the Services.
12.1 The Company endeavours to provide the Services at all times, but it cannot warrant the availability due to factors beyond its control defined below as Force Majeure.
12.2 The Company gives no warranty as to the quality of or accuracy of the Services.
12.3 The Company does not warrant the Services will be uninterrupted, error-free or that any information or other material accessible from them are free of viruses or other harmful components.
13.1 The Company accepts no liability in contract, tort or otherwise including negligence for:
13.1.1 inability to gain access to the Services as a result of routine or emergency maintenance on the system or excessive demand for the Services;
13.1.2 loss of data including both data transmitted and other data held by you;
13.1.3 delay or failure in transmitting or receiving material; and
13.1.4 indirect or consequential losses whatsoever arising out of or in connection with the use or performance of software, documents, provision of or failure to provide the Services, or information available from the Services, including loss of revenue, business, anticipated savings or profits.
13.2 Notwithstanding clause 13.1 above, the Company shall be liable for death and personal injury resulting from its negligence.
14.1 As part of our Services when acting on your behalf in relation web development and design we shall include links to other active websites designed by the Company. The Company accepts no responsibility or liability arising in respect of any content of such website link. In addition, the Company is not responsible for any form of transmission received from any linked site. The Company is providing any links to you only as a convenience, and the inclusion of any link does not imply endorsement by the Website. In the event that you wish not to be linked to a particular site, it is your responsibility to notify the Company in writing.
15. File Download
15.1 Certain files of Content are available for download from the Website. These files of Content are subject to these Terms.
16. Changes to the Terms
16.1 The Company reserves the right, at its absolute discretion, to make changes to any part of the Website or these Terms. When these Terms are amended the Company will publish details of the amendments on the Website. Your continued use of the Website is taken as your agreement to be bound by these Terms as amended.
17.1 If these Terms or any part of them should be determined to be illegal, invalid or otherwise unenforceable under the laws of any state or country in which these Terms are intended to be effective, then to the extent that they are so illegal, invalid or unenforceable, they shall in that state or country be treated as severed and deleted from these Terms and the remaining Terms shall survive and remain in full force and effect and continue to be binding and enforceable in that state or country.
18.1 If there is any conflict between these Terms and any other written agreement between you and the Company then the latter shall prevail.
19. Events beyond our control
19.1 The Company will not be responsible for any breach of these Terms caused by circumstances beyond its reasonable control. For the purposes of this clause a Force Majeure Event means any circumstance or event not reasonably foreseeable at the date of this agreement including but without limitation strikes, computer viruses and/or faults, lack of supply of services from the Company's providers, civil commotion, riot, war, act of terrorism, fire, explosion, storm, flood, earthquake or other natural disaster.
17.1 These Terms shall be governed by and construed in accordance with English Law and subject to the exclusive jurisdiction of the English Courts.