By and between Netcetera Ltd, a company duly registered in the Isle of Man (Company Number: IOM 080655C) and carrying on business at The Dataport Ballasalla Isle of Man British Isles IM9 2AP ("Netcetera") and NAME: ADDRESS: ("Customer")
In consideration of the mutual covenants herein the parties agree to the following which shall apply during the term of this agreement:
1.1 "Package" means proposals for offering various services to be provided by Netcetera at the prices set out as listed online at:
1.2 "Customer" means an end user who is utilizing services provided by Netcetera.
2.1 All prices for packages provided by Netcetera to Customer are in Great British Pounds (£).
2.2 Customer shall be responsible for paying all taxes of any nature which become due with regard to Netcetera services, except for taxes on Netcetera's income, irrespective of which party may be responsible for reporting or collecting such taxes.
2.3 Netcetera shall be entitled to increase or decrease the charge for packages from time to time by giving notice to the Customer.
2.4 This Agreement shall endure for a period of`[ ]
3. Order Acceptance, Payment
3.1 Order and Acceptance
All orders are subject to acceptance by Netcetera. An order will be deemed accepted by Netcetera when confirmation of the order is sent to Customer by e mail. Netcetera may refuse to accept any order, or delay acceptance pending fulfilment of conditions Netcetera may choose to impose. Such refusal or such conditions may not be unreasonable, however, and Netcetera agrees to provide Customer with reasonable notice via Email or fax of any intent to delay or decline the acceptance of any order. The Customer must certify to be an authorised person when acting on behalf of a company and all Customers must certify to being of legal age to enter in to the agreement
3.1.1 UK Domain Name Registration
Netcetera Limited is a member of Nominet. All fully managed .uk domains are registered on our Nominet IPS tag, which is: NETC If you register any domain name ending in .uk your attention is drawn to the fact that you must agree not only to our Terms and Conditions (http://www.netcetera.co.uk/siteinfo/terms/) but also those of Nominet UK (http://www.nominet.org.uk/go/terms).
3.2.1 Payment shall be made in £ to Netcetera into the account designated by Netcetera, or as may otherwise be agreed in writing by the parties.
3.2.2 Payment is due upon presentation of invoice. If due to bank
charges, transfer fees or the like Netcetera should receive less than
its invoice amount, Netcetera will re-invoice Customer for the
All annual packages will be automatically renewed on the due date using credit card details on file
3.2.3 If a Customer's payment is declined Customer will be deemed to be in default and will be liable for a 10% late payment fee on the amount overdue. If a Customer's cheque is returned by the bank as not redeemable Customer will be deemed to be in default and will be liable for a "return cheque" charge of £30.
3.2.4 Should payment in full of any invoice (aside from any
shortfalls referred to above) not be received by Netcetera within 5 days after due date of invoice, Netcetera will impose a debt service charge amounting to ten percent (10%) of the overdue balance.
3.2.5 In situations where the payment method on file is declined Netcetera will immediately suspend the facility to purchase services on-line until the outstanding charge is processed successfully. Such interruption does not relieve the subscriber from the obligation to pay the monthly charge. In addition, Netcetera reserves the right to suspend other services until the outstanding debt is cleared. The customer is responsible for all money owed on the account from the time it was established to the time that the customer completes the cancellation request process.
3.2.6 In the event of the Customer defaulting in payment the Customer agrees to pay Netcetera's reasonable expenses including legal and collection agency fees incurred in enforcing its rights under this agreement.
3.2.7. Monthly fees and charges for extra metered services are automatically billed to your account on the 1st of every month. Subscriber is responsible for monitoring transfer, bandwidth utilization, and other metered services.
3.2.8. In order to prevent service interruption in the event that
metered utilization exceeds pre-paid service level Subscribers must keep
a valid credit card on file with Netcetera Ltd.
Credit card information can be updated by visiting https://my.netcetera.co.uk.
3.2.9. All files, information and mail under the account will be preserved for 30 days from the date the payment is due. If the payment is not received after 30 days, all files, information and mail under the account will be deleted. If the subscriber wishes to use the service again, the subscriber must re-apply as a new subscriber. For this, an activation fee will be required.
3.2.10 Any customer withdrawing payments via bank or credit card (a "chargeback") may be subject to a punitive fee of £50, should the company deem this chargeback to be unfair. The company also reserves its right to defend such chargebacks and recover the original monies from the card issuer.
3.3 30-Day Money Back
Netcetera offers a 30-day money back guarantee for all our shared Web Hosting Packages to new customers. This entitles customers to enjoy a risk free trial of Netcetera's services to test quality, performance and speed. The 30 day money back applies to all Netcetera shared Web Hosting Packages. Following services do not qualify for 30 day money back guarantee: domain names and additions. If you are not completely satisfied with our services within the first 30 days of your initial activation date, you will be given a full refund of the contract amount.
3.3.1 Our refund policy does not apply to any additional items or services; this includes but is not limited to POP accounts and MSSQL. Also not included are Domain Parking services, Domain Registration and Dedicated services, as well as Reseller programs.
3.3.2 No refunds are offered or promised after 30 days.
3.3.3 In order to cancel a service, you must follow this tutorial: https://my.netcetera.co.uk/support/index.php?/Knowledgebase/Article/View/168/0/how-do-i-cancel-my-account
3.3.4 The 30 day money back guarantee does not apply to reseller accounts or dedicated servers, or any fees associated with these accounts.
3.3.5 The 30 day money back guarantee does not apply to account renewals
4. Duties and Guarantee of Netcetera
4.1 Netcetera will acquire, on request, an Internet Domain Name (only from the Enom or UK Nominet) on behalf of the Customer. In such case the Customer hereby must waive in writing prior to acquisition of said domain name, any and all claims which it may have against Netcetera for any loss, damage, claim or expense arising out of, or in relation to, the registration of such Domain Name in any on-line or off-line network directories, membership lists or registration lists, or the release of the Domain Name from such directories or lists following the termination of services by Netcetera for any reason. Any costs of Netcetera in obtaining, maintaining or transferring a domain name for Customer or its customers shall be immediately reimbursed to Netcetera upon invoice from Netcetera to Customer.
4.2 To ensure your domains are not lost we operate a positive renewal system on all our domains your domain will automatically renew for the term it was registered for unless you opt-out of this service through your control panel. This is not refundable and it is your responsibility to ensure valid contact and payment details are on your account at all times failure can lead to suspension. Netcetera's domain renewal process is automated, however, it is your responsibility to check that your renewal has been successful within one month of the renewal date. For .uk domains you can do this using Nominets WhoIs search, and for all other domains we recommend using the http://whois.domaintools.com / website domain lookup facility.
4.3 Netcetera exercises no control whatsoever over the content of the information passing through Netcetera.
4.4 Netcetera undertakes to enter into a Service Level Agreement in respect of customers who order dedicated servers, (where the SLA is noted as a part of the service) The website and hardware availability Service Level Agreement is posted on the internet at http://www.netcetera.co.uk/Servers/SLA.
5. Rules and Regulations
5.1 Netcetera may impose reasonable rules and regulations regarding the use of its services from time to time. Customer shall impose such rules and regulations on its customers to the extent necessary to ensure compliance. This Acceptable Usage Policy information is posted on the Internet at:-
5.2 The rules and regulations are deemed to be incorporated in this agreement.
6. Limitation of Netcetera's Obligations and Liability
6.1 Netcetera will utilise its best efforts to maintain acceptable performance of services contracted for, but Netcetera makes absolutely no warranties whatsoever, express or implied, including warranty of merchantability or fitness for a particular purpose. Netcetera cannot guarantee continuous service, service at any particular time, or integrity of data stored or transmitted or received or stored on its system. Netcetera shall not be liable to Customer or any of its customers for any claims or damages which may be suffered by Customer or its customers, including, but not limited to, losses or damages of any and every nature, resulting from the loss of data, inability to access Internet, or inability to transmit or receive information, caused by, or resulting from delays, non-deliveries, or service interruptions whether or not caused by the fault or negligence of Netcetera.
6.2 Netcetera may discontinue servicing any Package, or may require fulfilment of conditions Netcetera may choose to impose as a prerequisite for continuing to service any Package. Such discontinuation or requirement may not be unreasonable, however, and Netcetera agrees to provide Customer with reasonable notice via Email and fax of any such intent to discontinue or impose conditions.
6.3 Services provided by Netcetera to Customer shall be deemed accepted for all purposes thirty days after presentation of invoice for such services. If no written claim or objection regarding such services has been received by Netcetera within the 30 day period no claim related to such accepted services shall be raised.
6.4 Netcetera's liability to Customer and any end user of any Package or other Netcetera services is limited to the amount paid to and received by Netcetera for services not accepted. In no event shall Netcetera be liable to Customer, or any end user or any other entity for any special, consequential, or other damages, however caused, whether for breach of contract, negligence or otherwise, even if Netcetera has been advised of the possibility of such damage.
6.5 Customer will take all necessary measures to preclude Netcetera from being made a party to any lawsuit or claim regarding Netcetera services provided to any Customer or end user. Customer hereby agrees to indemnify and hold harmless Netcetera from any and all claims of whatever nature brought by any of Customer's customers against Netcetera in excess of the remedy set forth in paragraph 6.4.
7. Property Rights
Netcetera owns all right, title and interest in Netcetera's trade secrets and know-how relating to the design, function, or operation of Packages and of the hardware and software systems and resources necessary to provide the individual service elements of which they consist.
8.1 Customer acknowledges that by reason of its relationship with Netcetera hereunder, it may have access to certain information and materials relating to Netcetera's business, packages, customers, software technology and marketing strategies that is confidential and of substantial value to Netcetera, which value would be impaired if such information were disclosed to third parties.
8.2 The Customer undertakes to enter into Netcetera's mutual Non Disclosure Agreement.
9. Relationship of the Parties
The relationship between Netcetera and Customer is that of vendor and vendee. They shall not be construed as being joint ventures, franchiser/franchisee, or employer/employee. This agreement is a commercial agreement between businesses, not a consumer agreement. Customer has no authority, apparent or otherwise, to contract for or on behalf of Netcetera or in any other way legally bind Netcetera in any fashion, nor shall Customer be authorised to make any representations about Netcetera or its services other than to set forth Netcetera's responsibilities as outlined in this agreement.
10. Deletion of Data
The Customer agrees that Netcetera has the right to delete all data
files or other information that is stored in Customer's account if
Customer's account with the Company is terminated for any reason by
either Netcetera or Customer.
11.1 The parties shall attempt to resolve all disputes arising out of this agreement in a spirit of co-operation without formal proceedings. Any dispute which cannot be resolved (other than the collection of money due on unpaid invoices) and other than the injunctive relief referred to in paragraph 8 shall be subject to arbitration upon written demand of either party. Arbitration shall take place in Douglas, Isle of Man or at another location if the parties so agree.
11.2 The arbitration shall take place before an arbitration panel chosen as follows:-
The parties shall each choose an arbitrator and the two arbitrators shall choose a third arbitrator and determine the third arbitrator's compensation. Each party shall have one veto over the choice of the third arbitrator. The three arbitrators shall schedule an informal proceeding, hear the arguments, and decide the matter by secret majority vote.
11.3 Unless the arbitrators decide otherwise each party shall pay the costs of its own arbitrator, and shall pay half of the other costs of the arbitration proceeding. Each party shall have the right to have the proceedings transcribed.
11.4 The arbitrators shall not have the authority to award punitive damages or any other form of relief not contemplated in the contract.
11.5 The majority of arbitrators shall render a written opinion setting forth the basis on which they arrived at the decision regarding each issue submitted to arbitration; the dissenting arbitrator, if any, shall not issue a dissenting opinion.
11.6 Regarding each issue submitted to arbitration, the decision shall be final and binding only to the extent it is accompanied by a written explanation of the basis upon which it was arrived at.
11.7 Judgment upon the award, if any, rendered by the arbitrators may be entered in any court having jurisdiction thereof.
11.8 Should any legal action permissible under this agreement be instituted to enforce the terms and conditions of this agreement, in particular the right to collect money due on unpaid invoices, the prevailing party shall be entitled to recover reasonable attorney's fees and expenses incurred at both the trial and appellate levels.
12. Term, Termination
This agreement shall run until the end of the contract length described above. It shall automatically be renewed on this basis unless terminated in one of the following ways:
12.1 By notifying the other by the account cancellation menu option in the control panel 30 days prior to the termination date that this agreement will not be renewed.
12.2 By Netcetera, upon thirty (30) days' written notice, if Customer breaches any material and substantial provision of this agreement and has not cured such breach by the end of the 30 days.
12.3 By Netcetera, immediately upon giving written notice to Customer, in the event that:-
i) Any bank draft or cheque delivered by Customer to
Netcetera in payment for Products is returned unpaid and Customer fails to remedy such non-payment within five business days;
ii) Customer becomes more than thirty (30) days in arrears in payment of its account with Netcetera;
iii) There are instituted bankruptcy or insolvency proceedings against Customer, which are not vacated within sixty (60) days from the date of filing;
iv) Customer institutes voluntary bankruptcy or insolvency proceedings, or otherwise admits insolvency; or
v) Customer makes an assignment of all or part of its assets for the benefit of creditors.
12.4 By Netcetera immediately, if Customer attempts to assign all or any part of this agreement without Netcetera's prior written approval;
12.5 By Netcetera immediately, if Customer fails to cause Netcetera to be informed in writing immediately on the happening of any event specified in this section;
12.6 By Customer, immediately upon giving written notice to
i) There are instituted bankruptcy or insolvency proceedings against Netcetera, which are not vacated within sixty (60) days from the date of filing;
ii) Netcetera institutes voluntary bankruptcy or insolvency proceedings, or otherwise admits insolvency;
iii) Netcetera makes an assignment of all or part of its assets for the benefit of creditors; or
iv) Netcetera fails to cause Customer to be informed in writing immediately on the happening of any event specified in this section. The provisions of paragraph survive any termination of this agreement.
12.7 Netcetera reserves the right to cancel the service at any time. In this event customers will be entitled to a pro rata refund based upon the remaining period of membership.
Customer's rights and obligations under this agreement may not be transferred or assigned directly or indirectly without the prior written consent of Netcetera, which consent shall not be unreasonably refused.
14. Partial Invalidity
If any provision of this agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect. Netcetera and Customer agree to renegotiate in good faith any term held invalid and to be bound by mutually agreed substitute provision.
15. Applicable Law, Jurisdictional Matters
15.1 This agreement takes effect when accepted by Netcetera in the Isle of Man. It is to be governed by and construed under the laws of the Isle of Man. The courts of the Isle of Man shall have exclusive jurisdiction to adjudicate any non-arbitral dispute arising out of this agreement.
15.2 Customer hereby expressly consents to
(i) the jurisdiction of the courts of the Isle of Man; and
(ii) service of process being effective upon it by registered mail sent to the address set forth at the beginning of this document, as may be changed from time to time by written notice actually received by Netcetera.
15.3 To the extent permissible by the law of Customer's jurisdiction, Customer waives any requirement that service of process or of any documents be made upon it pursuant to the provisions of the Hague Convention.
Except with respect to service of process as set forth in paragraph, all notices may be sent by email, fax or express mail to the email address, fax number or address most recently provided and will be effective upon transmission. Evidence of successful transmission shall be retained.
17. Entire Agreement; Modifications
This agreement sets forth the entire agreement and understanding between the parties and merges all prior discussion between them. Netcetera may make changes to this agreement upon thirty (30) days' written notice to Customer, advising of the change and the effective date thereof. Utilisation of Netcetera services by Customer and/or its Customers following the effective date of such change shall constitute acceptance by Customer of such change(s). Otherwise, this agreement may not be modified except by the written consent of both parties.
18. Data Protection
To the extent that the customer is a data subject in accordance with
the Data Protection Act 1986 (and Act of Tynwald) or the Data Protection
Act 1984 (an Act of Parliament) when registering customer's details in
terms of this agreement customers giving us its explicit consent to
Netcetera holding personal data which the customer provides to Netcetera
including any sensitive, personal data as defined in the Data Protection
Act 1986 (an Act of Tynwald) or the Data Protection Act 1984 (an Act of
Parliament) and disclosing it as necessary for the purposes envisaged in this agreement.
19.1 The customer acknowledges that Netcetera cannot be held responsible for the networks nor the services not being transmitted directly or without interruption. Netcetera shall not be liable to the customer for any failure to provide and to transmit all or any part of the Netcetera software. Netcetera does not warrant that the software is fit for the purpose required by customers.
19.2 Except as expressly set out in 19.1 above all warranties,
undertakings, conditions and terms expressed or implied whether by common law, statute, custom, trade usage, course of dealings or otherwise (including without limitation as to quality, fitness or purpose, performance or suitability for purpose) in respect of the Netcetera software are hereby excluded to the fullest extent permitted by law.
19.3 Netcetera shall in no circumstances be liable to the customer or in connection with this agreement for damages and losses howsoever arising save for (personal injury or death) including any indirect or consequential loss howsoever arising and whether arising by contract, court, any damage caused by the software including viruses and worms or otherwise in so far as is permitted by law including any indirect or consequential loss suffered by the customer as part of its normal course of business
19.4 Not withstanding the provisions of this clause, should any liability be found against Netcetera the amount of any claim or damages for such liability shall be limited to £100.00 sterling.