3. Resellers
3.1 If you are or become a reseller of our Services you will continue to be bound by these terms and conditions, you will be responsible for ensuring that your customers are bound by terms and conditions that adequately reflect and give effect to these.
3.2 You shall not incur or purport to incur on our behalf any liability nor in any way pledge or purport to pledge our credit or to make any contract binding on us.
3.3 No default by your customers shall in any way affect, modify or limit your obligations under this Agreement.
3.4 We authorise you to sell our services for the direct use of your clients only.
4. Service Availability
4.1 We shall use our reasonable endeavors to make available to you at all times the Server and the Services but we shall not, in any event, be liable for interruptions of Service or down-time of the Server.
4.2 We shall have the right to suspend the Services at any time and for any reason, generally without notice, but if such suspension lasts or is to last for more than 7 days you will be notified of the reason.
5. Payment
5.1 All charges payable by you for the Services shall be in accordance with the scale of charges and rates published from time to time by us on our web site and shall be due and payable in advance of provision of the Services.
5.2 We reserve the right to change pricing at any time although all pricing is guaranteed for the period of pre payment.
5.2 Payment is due each anniversary month, quarter or year following the date the Services were established until closure notice is given in accordance with 6.4. If you choose to pay by credit or debit card you authorise System 3 Services Ltd to debit your account renewal fees and excessive charges from your card.
5.3 All payments must be in UK Pounds Sterling.
5.4 If your cheque is returned by the bank as unpaid for any reason, you will be liable for a "returned cheque" charge of £25.
5.5 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 shall be entitled forthwith to suspend the provision of Services to you.
6. Termination And Refunds
6.1 We shall be entitled to suspend the Services and/or terminate this Agreement forthwith without notice to you If you:
6.1.1 fail to pay any sums due to us as they fall due.
6.1.2 break any of these terms and conditions.
6.1.3 are a company and you go into insolvent liquidation or suffer the appointment of an administrator or administrative receiver or enter into a voluntary arrangement with your creditors.
6.2 No refunds will be made under any circumstances for Services suspended in accordance with 6.1.
6.3 We reserve the right to suspend the Services and/or terminate this Agreement at any time. In the event of this You will be entitled to a pro rata refund based upon the remaining period of prepayment.
6.4 You may cancel the Services at any time. To do so you must request cancellation of the Services in writing including your account username and password. We will cancel the Services within 2 working days of receipt of your request.
6.5 During the first 7 days of Services, You are entitled to a refund of the basic hosting plan rental fee should You decide to cancel the Services. No full refunds or pro rata refunds will be made after the first 7 days of service should You decide to cancel the Services.
6.5.1 Domain name registration fees, charges for additional data transfer and charges for optional extras added to your account are not refundable on this basis.
6.5.2 You will not be entitled to a refund on this basis if you have previously held an account with System 3 Services Ltd.
6.6 Where payment has been made by credit or debit card, any refund will only be issued to the same credit or debit card.
6.7 On termination of this Agreement or suspension of the Services we shall be entitled immediately to stop access to your Web Site and to remove all data located on the Server.
7. Indemnity
7.1 You shall indemnify us and keep us indemnified and hold us harmless from and against any breach by you of these terms of business and any claim brought against us by a third party resulting from the provision of Services by us to You and your use of the Services and the Server including, without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses), howsoever suffered or incurred by us in consequences of your breach or non-observance of this Agreement.
8. Limitation Of Liability
8.1 All conditions, terms, representations and warranties relating to the Services supplied under this Agreement, 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 are hereby excluded, subject always to subclause 8.2.
8.2 Nothing in these terms and conditions shall exclude our liability for death or personal injury resulting from our negligence.
8.3 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.
8.4 In any event no claim shall be brought unless you have notified us of the claim within one year of it arising.
8.5 In no event shall we be liable to you for any loss of business, contracts, profits or anticipated savings or for any other indirect or consequential or economic loss whatsoever.
9. Notices
9.1 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 ancillary application forms 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 two days following the date of posting.
10. Law
10.1 This Agreement shall be governed by and construed in accordance with English law and you hereby submit to the non-exclusive jurisdiction of the English courts.
11. Headings
11.1 Headings are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.
12. Entire Agreement
12.1 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. We reserve the right to alter these Terms & Conditions and our Acceptable User Policy without consent or agreement from our customers.
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